Unassociated Document


    


      Exhibit
4.4

      


       

      [FORM
OF FACE OF EXCHANGE SECURITY]

       

      
        	
                No.______

              	
                [Up
      to]** $__________

              


      

      


       

      5.750%
Senior Note due 2016

       

      CUSIP
No. ________

       

      NORFOLK
SOUTHERN CORPORATION, a Virginia corporation, promises to pay to [Cede
& Co.]**, or registered assigns, the principal sum [of [  ]
Dollars]* [as set forth on the Schedule of Increases or Decreases annexed
hereto]** on January 15, 2016.

       

      Interest
Payment Dates: January 15 and July 15, commencing on July 15, 2009.

       

      Record
Dates:  January 1 and July
1.

       

      


       

      


       

      


       

       

      
        __________________________________

         

      

      
        	
                **

              	
                Insert
      for Global Securities.  If the Security is to be issued in
      global form, add the Global Securities Legend from Exhibit 1 to
      Appendix A and the attachment from such Exhibit 1 captioned “TO
      BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN
      GLOBAL SECURITY.”

              
	 
      	 
      
	
                *

              	
                Insert
      for Definitive Securities.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Additional
provisions of this Security are set forth on the other side of this
Security.

       

      IN
WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

       

      
        
          	 	
                  NORFOLK
      SOUTHERN CORPORATION,

                   

                
	 	
                      By

                
	 	 
      	 
      
	 	 
      	
                  Name:

                	 
      
	 	 
      	
                  Title:

                	 
      


        

      

      


      


      


      
        	
                TRUSTEE’S
      CERTIFICATE OF

              
	 
      	
                AUTHENTICATION

              
	 
      	 
      
	
                Dated:

              	 
      
	 
      	 
      
	
                U.S.
      BANK TRUST NATIONAL ASSOCIATION,

              
	 
      	 
      
	 
      	
                as
      Trustee, certifies

              
	 
      	
                that
      this is one of

              
	 
      	
                the
      Securities referred

              
	 
      	
                to
      in the Indenture.

              


      

      


      


      


      
        	
                By:  

              	 
      	 
      
	 
      	
                Authorized
      Signatory

              	 
      


      

      


       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      [FORM
OF REVERSE SIDE OF EXCHANGE SECURITY]

       

      5.750%
Senior Note due 2016

       

      1.  Interest

       

      NORFOLK
SOUTHERN CORPORATION, a Virginia corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the “Company”), promises to pay interest on the principal amount of this
Security at the rate per annum shown above.  The Company will pay
interest semiannually on January 15 and July 15 of each year, commencing July
15, 2009.  Interest on the Securities will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
January 15, 2009.  Interest shall be computed on the basis of a
360-day year of twelve 30-day months.  The Company shall pay interest
on overdue principal at the rate per annum borne by the Securities, and it shall
pay interest on overdue installments of interest at the rate per annum borne by
the Securities to the extent lawful.

       

      2.  Method of
Payment

       

      The
Company will pay interest on the Securities (except defaulted interest) to the
Persons who are registered Holders at the close of business on the January 1 or
July 1 next preceding the interest payment date even if Securities are canceled
after the record date and on or before the interest payment
date.  Holders must surrender Securities to a Paying Agent to collect
principal payments.  The Company will pay principal and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts.  Payments in respect
of the Securities represented by a Global Security (including principal and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by the Depository.  The Company will make all
payments in respect of a Definitive Security (including principal and interest),
by mailing a check to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).

       

      3.  Paying Agent and
Registrar

       

      Initially,
U.S. Bank Trust National Association, a national banking association (the
“Trustee”), will act as Paying Agent and Registrar.  The Company may
appoint and change any Paying Agent, Registrar or co-registrar without
notice.  The Company or any of its domestically incorporated Wholly
Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.  Indenture

       

      The
Company issued the Securities under an Indenture, dated as of January 15, 2009
(the “Indenture”), between the Company and the Trustee.  The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the
“TIA”).  Terms defined in the Indenture and not defined in the
Securities have the meanings ascribed thereto in the Indenture.  The
Securities are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of those terms.

       

      The
Securities are unsubordinated, unsecured obligations of the
Company.  This Security is one of the Original Securities referred to
in the Indenture issued in an aggregate principal amount of
$500,000,000.  The Securities include the Original Securities, an
unlimited aggregate principal amount of additional Initial Securities that may
be issued under the Indenture, and any Exchange Securities issued in exchange
for Initial Securities.  The Original Securities, such additional
Initial Securities and the Exchange Securities are treated as a single class of
securities under the Indenture.  The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, create or incur Liens or Funded Debt.  The
Indenture also imposes limitations on the ability of the Company to consolidate
or merge with or into any other Person or sell, transfer, assign, lease, convey
or otherwise dispose of all or substantially all of the property of the
Company.

       

      5.  Optional
Redemption

       

      The
Securities will be redeemable as a whole or in part, at the option of the
Company at any time, at a redemption price equal to the greater of (i) 100% of
the principal amount of such Securities and (ii) the sum of the present values
of the remaining scheduled payments of principal and interest thereon (exclusive
of interest accrued to the date of redemption) discounted to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 50 basis points, plus in each case accrued
interest thereon to the date of redemption.

       

      “Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to
the semiannual equivalent yield to maturity or interpolated (on a day count
basis) of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.

       

      “Comparable
Treasury Issue” means the United States Treasury security or securities selected
by an Independent Investment  Banker as having an actual or
interpolated maturity comparable to the remaining term of the Securities to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of a comparable maturity to the remaining term of such Securities.

       


      
        
           


        

        
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      “Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.

       

      “Comparable
Treasury Price” means, with respect to any redemption date, (A) the average of
the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.

       

      “Reference
Treasury Dealer Quotations”  means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third Business Day preceding such redemption date.

       

      “Reference
Treasury Dealer” means each of Citigroup Global Markets Inc., J.P. Morgan
Securities Inc. and UBS Securities LLC and one other broker-dealer appointed by
the Company or their affiliates which are primary U.S. Government securities
dealers,  and their respective successors; provided, however, that if
any of the foregoing or their affiliates shall cease to be a primary U.S.
Government securities dealer in The City of New York (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury
Dealer.

       

      6.  Sinking
Fund

       

      The
Securities are not subject to any sinking fund.

       

      7.  Notice of
Redemption

       

      Notice
of redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address.  Securities in
denominations larger than $2,000 may be redeemed in part but only in whole
multiples of $1,000.  If money sufficient to pay the redemption price
of and accrued interest on all Securities (or portions thereof) to be redeemed
on the redemption date is deposited with the Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after such
date interest ceases to accrue on such Securities (or such portions thereof)
called for redemption.

       

      8.  Repurchase of Securities at
the Option of Holders upon Change of Control

       

      If
a Change of Control Repurchase Event occurs with respect to the Securities,
unless the Company has exercised its right to redeem the Securities as described
above, the Company will make an offer to each Holder of the Securities to
repurchase all or any part (in integral multiples of $1,000) of that Holder’s
Securities at a repurchase price (the “Repurchase Price”) in cash equal to 101%
of the aggregate principal amount of such Securities repurchased plus any
accrued and unpaid interest on the Securities repurchased to, but not including,
the Repurchase Date. A “Change of

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Control
Repurchase Event” means the occurrence of both a Change of Control and a Below
Investment Grade Ratings Event with respect to the Securities, each of which is
defined in the Indenture. Within 30 days following a Change of Control
Repurchase Event or, at the Company’s option, prior to a Change of Control, but
after the public announcement of a Change of Control, the Company will mail, or
cause to be mailed, a notice to each Holder of the Securities, with a copy to
the Trustee, describing the transaction or transactions that constitute or may
constitute the Change of Control Repurchase Event and offering to repurchase the
Securities on the payment date specified in the notice (such offer the
“Repurchase Offer” and such date the “Repurchase Date”), which Repurchase Date
will be no earlier than 30 days and no later than 60 days from the date such
notice is mailed. The notice shall, if mailed prior to the date of consummation
of the Change of Control, state that the Repurchase Offer is conditioned on a
Change of Control Repurchase Event occurring on or prior to the Repurchase
Date.

       

      The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act,
and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the
Securities as a result of a Change of Control Repurchase Event. To the extent
that the provisions of any securities laws or regulations conflict with the
Change of Control Repurchase Event provisions of the Securities, the Company
will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under the Change of Control Repurchase
Event provisions of the Securities by virtue of such conflict.

       

      On
the Repurchase Date following a Change of Control Repurchase Event, the Company
will, to the extent lawful:

       

      (1)           accept
for payment all Securities or portions of Securities properly tendered pursuant
to the Repurchase Offer;

       

      (2)           deposit
with the Trustee or with such paying agent as the Trustee may designate (the
“Paying Agent”) an amount equal to the aggregate Repurchase Price for all
Securities or portions of Securities properly tendered; and

       

      (3)           deliver,
or cause to be delivered, to the Trustee the Securities properly accepted,
together with an Officers’ Certificate stating the aggregate principal amount of
Securities being repurchased by the Company pursuant to the Repurchase Offer and
that all conditions precedent to the repurchase by the Company of Securities
pursuant to the Repurchase offer have been complied with.

       

      The
Trustee will promptly mail, or cause the Paying Agent promptly to mail, to each
Holder of Securities, or portions of Securities, properly tendered the
Repurchase Price for such Securities, or portions of Securities, and the Trustee
will promptly authenticate and mail (or cause to be transferred by book-entry)
to each Holder a new Security equal in principal amount to any unpurchased
portion of any Securities surrendered, as applicable; provided that each new
Security will be in a principal amount of an integral multiple of
$1,000.

       


      
        
           


        

        
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      The
Company will not be required to make a Repurchase Offer upon a Change of Control
Repurchase Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for such an offer made
by the Company and such third party purchases all Securities or portions of
Securities properly tendered and not withdrawn under its offer.

       

      The
Company may not have sufficient funds to repurchase all Securities or portions
of Securities properly tendered upon a Change of Control Repurchase
Event.

       

      9.  Denominations; Transfer;
Exchange

       

      The
Securities are in registered form without coupons in denominations of $2,000 and
whole multiples of $1,000.  A Holder may transfer or exchange
Securities in accordance with the Indenture.  Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes required by law or permitted by the Indenture.  The Registrar
need not register the transfer of or exchange any Securities selected for
redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or to transfer or exchange any
Securities for a period of 15 days prior to the mailing of a notice of
redemption of Securities to be redeemed or 15 days before an Interest Payment
Date.

       

      10.  Persons Deemed
Owners

       

      The
registered Holder of this Security may be treated as the owner of it for all
purposes.

       

      11.  Unclaimed
Money

       

      If
money for the payment of principal or interest remains unclaimed for two years,
the Trustee or Paying Agent shall pay the money back to the Company at its
written request unless an abandoned property law designates another
Person.  After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.

       

      12.  Discharge

       

      Subject
to certain conditions, the Company at any time may terminate its obligations
under the Securities and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of principal and interest
on the Securities to redemption or maturity, as the case may be.

       

      13.  Amendment,
Waiver

       

      The
Indenture contains provisions permitting the Company and the Trustee, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities affected, to execute supplemental indentures for the
purpose of adding any provisions to the Indenture or of modifying in any manner
the rights of the

       


      
        
           


        

        
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      Holders
of the Security; provided, however, that no such supplemental indenture shall
(i) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or any premium payable upon the redemption thereof or the rate of
interest thereon, or reduce the amount of principal of an OID Security that
would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.02 of the Indenture, or change any Place of
Payment where, or the coin or currency in which, any Security (or premium, if
any, thereon) or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the redemption
date); or (ii) reduce the percentage in principal amount of the Outstanding
Securities, the Holders of which are required to consent to any such
supplemental indenture or to any waiver of compliance with certain provisions or
certain defaults thereunder and their consequences provided for in the
Indenture; or (iii) modify any of the provisions of the Indenture relating to
supplemental indentures that require consent of Holders, the waiver of past
defaults or the waiver of certain covenants, except to increase any such
percentage or to provide that certain other provisions of the Indenture cannot
be modified or waived, without the consent of the Holders of each Outstanding
Security affected thereby, provided, however, that the consent of the Holders
shall not be required with respect to changes in the references to “the Trustee”
in Sections 9.02 and 4.09 of the Indenture or with respect to the deletion of
this proviso from the Indenture, in accordance with Sections 7.08 and 9.01(b) of
the Indenture.  The Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the Outstanding
Securities affected thereby, on behalf of all of the Holders of the Securities,
to waive any past Default under the Indenture with respect to the Securities,
and its consequences, except a Default in the payment of the principal of, or
premium, if any, or interest on any Security or a Default in respect of a
covenant or provision of the Indenture which cannot be modified or amended
without the consent of the Holder of each Outstanding Security
affected.  Any such consent or waiver by the registered Holder of this
Security (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Security
and of any Security issued in exchange therefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Security.

       

      14.  Defaults and
Remedies

       

      If
an Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding,
subject to certain limitations, may declare all the Securities to be immediately
due and payable.  Certain events of bankruptcy or insolvency are
Events of Default and shall result in the Securities being immediately due and
payable upon the occurrence of such Events of Default without any further act of
the Trustee or any Holder.

       

      Holders
of Securities may not enforce the Indenture or the Securities except as provided
in the Indenture.  The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security satisfactory to
it.  Subject to certain limitations, Holders of a majority in
aggregate principal amount of the Securities then

       


      
        
           


        

        
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      outstanding
may direct the Trustee in its exercise of any trust or power under the
Indenture.  The Holders of a majority in aggregate principal amount of
the Securities then outstanding, by written notice to the Company and the
Trustee, may rescind any declaration of acceleration and its consequences if the
rescission would not conflict with any judgment or decree, and if all existing
Events of Default have been cured or waived except nonpayment of principal,
premium or interest that has become due solely because of the
acceleration.

       

      15.  Trustee Dealings with the
Company

       

      Subject
to certain limitations imposed by the TIA,  the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not
Trustee.

       

      16.  No Recourse Against
Others

       

      A
director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By accepting a Security, each
Securityholder waives and releases all such liability.  The waiver and
release are part of the consideration for the issue of the
Securities.

       

      17.  Successors

       

      Subject
to certain exceptions set forth in the Indenture, when a successor assumes all
the obligations of its predecessor under the Securities and the Indenture in
accordance with the terms of the Indenture, the predecessor will be released
from those obligations.

       

      18.  Authentication

       

      This
Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.

       

      19.  Abbreviations

       

      Customary
abbreviations may be used in the name of a Securityholder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

       


      
        
           


        

        
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      20.  Governing
Law

       

      THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW.

       

      21.  CUSIP
Numbers

       

      Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Securities and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

       

      The
Company will furnish to any Holder upon written request and without charge to
the Holder a copy of the Indenture which has in it the text of this
Security.

       


      
        
           


        

        
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      ASSIGNMENT
FORM

       

      To
assign this Security, fill in the form below:

       

      I
or we assign and transfer this Security to

       

       

      (Print
or type assignee’s name, address and zip code)

       

       

      (Insert
assignee’s soc. sec. or tax I.D. No.)

       

      and
irrevocably
appoint                           as
agent to transfer this Security on the books of the Company.  The
agent may substitute another to act for him.

       

      
        	 
      
	 
      
	 
      
	
                Date:

              	 
      	
                Your
      Signature:

              	 
      
	 
      
	 
      
	
                Sign
      exactly as your name appears on the other side of this
      Security.  Signature must be guaranteed by a participant in a
      recognized signature guaranty medallion program or other signature
      guarantor acceptable to the
Trustee.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      OPTION
OF HOLDER TO ELECT PURCHASE

       

      If
you want to elect to have this Security purchased by the Company pursuant to
Section 4.12 (Change of Control) of the Indenture, check the box:

       

      /    /

       

      If
you want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.12 of the Indenture, state the
amount:

       

      $

       

      
        	
                Date:

              	 
      	
                Your
      Signature:

              	 
      


      

      (Sign
exactly as your name appears on the other side of the Security)

       

      
        	
                Signature
      Guarantee:

              	 
      	 
      
	 
      	
                Signature
      must be guaranteed by a participant in a recognized signature guaranty
      medallion program or other signature guarantor acceptable to the
      Trustee.

              	 
      


      

      


       

      
        	
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