Norfolk Southern Corp. Contracts & Agreements

Cooperation Agreement, dated November 13, 2024, by and among Norfolk Southern Corporation, Ancora Catalyst Institutional LP and certain of its affiliates (Filed With SEC on November 14, 2024)

Amended and Restated Offer Letter, dated September 11, 2024, between Norfolk Southern Corporation and Mark R. George (Filed With SEC on September 12, 2024)

Amendment No. 3 dated as of May 24, 2024, to the Amended and Restated Transfer and Administration Agreement, dated as of May 28, 2021 (Filed With SEC on July 26, 2024)

First Amendment to Term Loan Credit Agreement dated as of July 19, 2024 (Filed With SEC on July 26, 2024)

Amended and Restated Credit Agreement dated as of January 26, 2024, establishing a 5-year, $800 million unsecured revolving credit facility of the Registrant (Filed With SEC on January 26, 2024)

Term Loan Credit Agreement dated as of January 26, 2024, establishing a $1,000 million unsecured delayed draw term loan credit facility of the Registrant (Filed With SEC on January 26, 2024)

Twelfth Supplemental Indenture, dated as of November 22, 2023, between the Registrant and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National... (Filed With SEC on November 22, 2023)

Underwriting Agreement, dated November 20, 2023, among the Registrant and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc (Filed With SEC on November 21, 2023)

Eleventh Supplemental Indenture, dated as of August 2, 2023, between the Registrant and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National... (Filed With SEC on August 2, 2023)

Underwriting Agreement, dated July 31, 2023, among the Registrant and BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (Filed With SEC on August 1, 2023)

First Amendment to the Credit Agreement dated as of May 4, 2023 (to the Credit Agreement dated as of March 27, 2020) (Filed With SEC on July 27, 2023)

Commitment Termination Date Extension Request effective as of May 26, 2023 to the Amended and Restated Transfer and Administrative Agreement dated as of May 28, 2021 (Filed With SEC on July 27, 2023)

First Amended and Restated Asset Purchase and Sale Agreement dated as of June 28, 2023 between Board of Trustees of the Cincinnati Southern Railway, Norfolk Southern Railway... (Filed With SEC on July 27, 2023)

The Norfolk Southern Corporation Executive Life Insurance Plan, as amended and restated effective November 30, 2022 and executed as of February 21, 2023 (Filed With SEC on April 26, 2023)

Third Omnibus Amendment Agreement (Filed With SEC on April 26, 2023)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for non-qualified stock options approved by the Human Capital Management and Compensation Committee... (Filed With SEC on February 3, 2023)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for restricted stock units approved by the Human Capital Management and Compensation Committee on... (Filed With SEC on February 3, 2023)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for performance share units approved by the Human Capital Management and Compensation Committee on... (Filed With SEC on February 3, 2023)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Non-Qualified Stock Options as approved by the Human Capital Management and... (Filed With SEC on February 3, 2023)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Performance Share Units as approved by the Human Capital Management and Compensation... (Filed With SEC on February 3, 2023)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Restricted Stock Units as approved by the Human Capital Management and Compensation... (Filed With SEC on February 3, 2023)

Consent and First Omnibus Amendment dated May 14, 2021 between NSRC, BA Leasing, BSC, LLC, Bank of America, N.A as Administrative Agent, and each of the Rent Assignees (the... (Filed With SEC on February 3, 2023)

Consent and Second Omnibus Amendment dated September 10, 2021 between NSRC, BA Leasing, BSC, LLC, Bank of America, N.A as Administrative Agent, and each of the Rent Assignees (the... (Filed With SEC on February 3, 2023)

Tenth Supplemental Indenture, dated as of February 2, 2023, between the Registrant and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National... (Filed With SEC on February 2, 2023)

Underwriting Agreement, dated January 26, 2023, among the Registrant and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc (Filed With SEC on January 27, 2023)

Asset Purchase and Sale Agreement dated November 21, 2022, by and among the Registrant as purchaser, the Cincinnati, New Orleans and Texas Pacific Railway Company, and the Board... (Filed With SEC on November 21, 2022)

Norfolk Southern Executive Severance Plan (Filed With SEC on November 21, 2022)

Ninth Supplemental Indenture, dated as of June 13, 2022, between the Registrant and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association),... (Filed With SEC on June 15, 2022)

Underwriting Agreement, dated June 2, 2022, among the Registrant and BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (Filed With SEC on June 6, 2022)

Eighth Supplemental Indenture, dated as of February 25, 2022, between the Registrant and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National... (Filed With SEC on February 25, 2022)

Underwriting Agreement, dated February 15, 2022, among the Registrant and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc (Filed With SEC on February 17, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Outside Directors for restricted stock units and deferral election form as approved by the... (Filed With SEC on February 4, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for non-qualified stock options approved by the Compensation Committee on January 24, 2022 (Filed With SEC on February 4, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for restricted stock units approved by the Compensation Committee on November 18, 2021 (Filed With SEC on February 4, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for performance share units approved by the Compensation Committee on November 18, 2021 (Filed With SEC on February 4, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Non-Qualified Stock Options as approved by the Compensation Committee on January 24,... (Filed With SEC on February 4, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Performance Share Units as approved by the Compensation Committee on November 18, 2021 (Filed With SEC on February 4, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Restricted Stock Units as approved by the Compensation Committee on November 18, 2021 (Filed With SEC on February 4, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Pro-Rata Forfeiture of Non-Qualified Stock Options Due to Retirement as approved by the... (Filed With SEC on February 4, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Pro-Rata Forfeiture of Restricted Stock Units Due to Retirement as approved by the Compensation... (Filed With SEC on February 4, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Pro-Rata Forfeiture of Performance Share Units Due to Retirement as approved by the Compensation... (Filed With SEC on February 4, 2022)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Pro-Rata Vesting of Non-Qualified Stock Options as approved by the Compensation Committee on... (Filed With SEC on February 4, 2022)

Seventh Supplemental Indenture, dated as of August 25, 2021, between the Registrant and U.S. Bank National Association, as trustee (Filed With SEC on August 25, 2021)

Underwriting Agreement, dated August 16, 2021, among the Registrant and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and U.S. Bancorp Investments, Inc (Filed With SEC on August 18, 2021)

Amended and Restated Transfer and Administration Agreement dated as of May 28, 2021 (Certain Exhibits and Schedules have been omitted from the filed copy of this Agreement. The... (Filed With SEC on May 28, 2021)

Sixth Supplemental Indenture, dated as of May 12, 2021, between the Registrant and U.S. Bank National Association, as trustee (Filed With SEC on May 12, 2021)

Underwriting Agreement, dated May 3, 2021, among the Registrant and BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (Filed With SEC on May 5, 2021)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Outside Directors for restricted stock units and deferral election form as approved by the... (Filed With SEC on February 4, 2021)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for performance share units approved by the Compensation Committee on November 16, 2020 (Filed With SEC on February 4, 2021)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for non-qualified stock options approved by the Compensation Committee on November 16, 2020 (Filed With SEC on February 4, 2021)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for restricted stock units approved by the Compensation Committee on November 16, 2020 (Filed With SEC on February 4, 2021)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Non-Compete Agreement Associated with Award Agreement, approved by the Compensation Committee on November 16, 2020 (Filed With SEC on February 4, 2021)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Non-Qualified Stock Options as approved by the Compensation Committee on November 16,... (Filed With SEC on February 4, 2021)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Performance Share Units as approved by the Compensation Committee on November 16, 2020 (Filed With SEC on February 4, 2021)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Restricted Stock Units as approved by the Compensation Committee on November 16, 2020 (Filed With SEC on February 4, 2021)

Retirement Plan of Norfolk Southern Corporation and Participating Subsidiary Companies effective June 1, 1982, as amended and restated effective October 1, 2020. (SEC File No.... (Filed With SEC on February 4, 2021)

Norfolk Southern Corporation Executive Management Incentive Plan (Filed With SEC on January 8, 2021)

Norfolk Southern Executive Severance Plan as adopted on May 14, 2020, and as amended effective July 28, 2020 (Filed With SEC on July 29, 2020)

Form of Change in Control Agreement between Norfolk Southern Corporation and executive officers who did not enter into a change in control agreement before 2016 (Filed With SEC on July 29, 2020)

Amendment No. 15 to Transfer and Administration Agreement dated as of May 29, 2020 (Certain Exhibits and Schedules have been omitted from the filed copy of this Amendment No. 15.... (Filed With SEC on June 1, 2020)

Indenture, dated as of May 15, 2020 (Filed With SEC on May 15, 2020)

Registration Rights Agreement, dated as of May 15, 2020 (Filed With SEC on May 15, 2020)

Norfolk Southern Executive Severance Plan (Filed With SEC on May 15, 2020)

Fifth Supplemental Indenture, dated as of May 11, 2020, between the Registrant and U.S. Bank National Association, as trustee (Filed With SEC on May 11, 2020)

Underwriting Agreement, dated April 30, 2020, among the Registrant and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and U.S. Bancorp Investments, Inc (Filed With SEC on May 1, 2020)

Credit Agreement dated as of March 27, 2020, establishing a 5-year $800 million unsecured revolving credit facility of the Registrant (Filed With SEC on March 30, 2020)

Description of the Registrants Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 6, 2020)

The Norfolk Southern Corporation Long-Term Incentive Plan, as approved by shareholders May 14, 2015, and as amended July 29, 2016, November 29, 2016, November 28, 2017, November... (Filed With SEC on February 6, 2020)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for Outside Directors for restricted stock units and deferral election form as approved by the... (Filed With SEC on February 6, 2020)

Directors Deferred Fee Plan of Norfolk Southern Corporation, adopted June 1, 1982 and as amended and restated effective December 1, 2019 (Filed With SEC on February 6, 2020)

Fourth Supplemental Indenture, dated as of November 4, 2019, between the Registrant and U.S. Bank National Association, as trustee (Filed With SEC on November 4, 2019)

Underwriting Agreement, dated October 24, 2019, among the Registrant and BofA Securities, Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC (Filed With SEC on October 28, 2019)

The description of Norfolk Southern Corporation optional executive physical reimbursement program, as amended effective July 26, 2019 (Filed With SEC on October 23, 2019)

The Norfolk Southern Corporation Officers Deferred Compensation Plan, as amended effective July 26, 2019 (Filed With SEC on October 23, 2019)

Amendment No. 14 to Transfer and Administration Agreement dated as of May 31, 2019 (Schedule III omitted. The Registrant will furnish supplementary copies of such materials to the... (Filed With SEC on June 3, 2019)

Third Supplemental Indenture, dated as of May 8, 2019, between the Registrant and U.S. Bank National Association, as trustee (Filed With SEC on May 8, 2019)

Underwriting Agreement, dated April 29, 2019, among the Registrant and Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC (Filed With SEC on May 1, 2019)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Non-Qualified Stock Options as approved by the Compensation Committee on April 23, 2019 (Filed With SEC on April 24, 2019)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Performance Share Units as approved by the Compensation Committee on April 23, 2019 (Filed With SEC on April 24, 2019)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Off-Cycle Award Agreement for Restricted Stock Units as approved by the Compensation Committee on April 23, 2019 (Filed With SEC on April 24, 2019)

Construction Agency Agreement (Filed With SEC on March 5, 2019)

Lease Agreement (Filed With SEC on March 5, 2019)

The Norfolk Southern Corporation Long-Term Incentive Plan, as approved by shareholders May 14, 2015, and as amended July 29, 2016, November 29, 2016, November 28, 2017, and... (Filed With SEC on February 8, 2019)

Norfolk Southern Corporation Executives Deferred Compensation Plan, as amended and restated effective January 1, 2019 (Filed With SEC on February 8, 2019)

The Norfolk Southern Corporation Executive Life Insurance Plan, as amended and restated effective December 1, 2018 (Filed With SEC on February 8, 2019)

Underwriting Agreement, dated as of July 30, 2018, among the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo... (Filed With SEC on August 2, 2018)

Second Supplemental Indenture, dated as of August 2, 2018, between the Registrant and U.S. Bank National Association, as trustee (Filed With SEC on August 2, 2018)

Amendment No. 13 to Transfer and Administration Agreement dated as of June 1, 2018 (Schedule III omitted. The Registrant will furnish supplementary copies of such materials to the... (Filed With SEC on June 4, 2018)

Norfolk Southern Corporation Executive Management Incentive Plan, as approved by shareholders May 14, 2015, and as amended March 27, 2018 (Filed With SEC on April 25, 2018)

Indenture, dated as of February 28, 2018, between the Registrant and U.S. Bank National Association, as trustee (Filed With SEC on February 28, 2018)

First Supplemental Indenture, dated as of February 28, 2018, between the Registrant and U.S. Bank National Association, as trustee (Filed With SEC on February 28, 2018)

Underwriting Agreement, dated February 13, 2018, among the Company and Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC (Filed With SEC on February 15, 2018)

The Norfolk Southern Corporation Long-Term Incentive Plan, as approved by shareholders May 14, 2015, and as amended July 29, 2016, November 29, 2016, and November 28, 2017. (SEC... (Filed With SEC on February 5, 2018)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for performance share units approved by the Compensation Committee on November 27, 2017. (SEC File... (Filed With SEC on February 5, 2018)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for non-qualified stock options approved by the Compensation Committee on November 27, 2017. (SEC... (Filed With SEC on February 5, 2018)

Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for restricted stock units approved by the Compensation Committee on November 27, 2017. (SEC File... (Filed With SEC on February 5, 2018)

Norfolk Southern Corporation Long-Term Incentive Plan (Filed With SEC on November 29, 2017)

Indenture, dated as of November 16, 2017 (Filed With SEC on November 16, 2017)

Registration Rights Agreement, dated as of November 16, 2017 (Filed With SEC on November 16, 2017)

The Norfolk Southern Corporation Directors Restricted Stock Plan, adopted January 1, 1994, and amended and restated effective as of January 23, 2015 (Filed With SEC on October 25, 2017)

Supplemental Benefit Plan of Norfolk Southern Corporation and Participating Subsidiary Companies, adopted June 1, 1982, as amended and restated effective as of June 26, 2015 (Filed With SEC on October 25, 2017)

NORFOLK SOUTHERN CORPORATION 4.050% Notes due 2052 INDENTURE Dated as of August 15, 2017 ___________________ U.S. Bank National Association, Trustee (Filed With SEC on August 15, 2017)

Registration Rights Agreement Dated as of August15, 2017 between Norfolk Southern Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC... (Filed With SEC on August 15, 2017)

NORFOLK SOUTHERN CORPORATION asIssuer and U.S. BANKNATIONAL ASSOCIATION, as Trustee FOURTHSUPPLEMENTAL INDENTURE Dated as of May 31, 2017 to INDENTURE Dated as of June 2, 2015... (Filed With SEC on May 31, 2017)

Norfolk Southern Corporation $300,000,000 3.150% Senior Notes due 2027 UNDERWRITING AGREEMENT May 22, 2017 Citigroup Global Markets Inc. Wells Fargo Securities, LLC (Filed With SEC on May 24, 2017)

NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN AS APPROVED BY SHAREHOLDERS MAY 14, 2015, AS AMENDED JULY 29, 2016 AND NOVEMBER 29, 2016 (Filed With SEC on February 6, 2017)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement for Outside Directors (Filed With SEC on February 6, 2017)

RETIREMENT PLAN (Filed With SEC on February 6, 2017)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Performance Share Units (Filed With SEC on February 6, 2017)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Non-Qualified Stock Option (Filed With SEC on February 6, 2017)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Restricted Stock Units (Filed With SEC on February 6, 2017)

Non-Compete Agreement Associated With Award Agreement Under The Norfolk Southern Corporation Long-Term Incentive Plan (Filed With SEC on February 6, 2017)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Performance Share Unit Incentive For Accelerated Five-Year Plan (Filed With SEC on February 6, 2017)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Restricted Stock Unit Award For Marta R. Stewart (Filed With SEC on January 27, 2017)

NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN AS APPROVED BY SHAREHOLDERS MAY 14, 2015, AND AS AMENDED JULY 29, 2016 (Filed With SEC on October 26, 2016)

Non-Compete Agreement Associated With Award Agreement Under The Norfolk Southern Corporation Long-Term Incentive Plan (Filed With SEC on October 26, 2016)

AMENDMENT NO. 12 TO TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on June 6, 2016)

Norfolk Southern Corporation $600,000,000 2.900% Senior Notes due 2026 UNDERWRITING AGREEMENT May 31, 2016 Goldman,Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated... (Filed With SEC on June 3, 2016)

NORFOLK SOUTHERN CORPORATION asIssuer and U.S. BANKNATIONAL ASSOCIATION, as Trustee THIRDSUPPLEMENTAL INDENTURE Dated as of June 3, 2016 to INDENTURE Dated as of June 2, 2015... (Filed With SEC on June 3, 2016)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Performance Share Unit Incentive For Accelerated Five-Year Plan (Filed With SEC on April 22, 2016)

RETIREMENT PLAN OF NORFOLK SOUTHERN CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES Effective June 1, 1982 Reflecting amendments adopted to and including November 1, 2015... (Filed With SEC on February 8, 2016)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement for Outside Directors (Filed With SEC on February 8, 2016)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Performance Share Units (Filed With SEC on February 8, 2016)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Non-Qualified Stock Option (Filed With SEC on February 8, 2016)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Restricted Stock Units (Filed With SEC on February 8, 2016)

AGREEMENT (Filed With SEC on February 8, 2016)

Norfolk Southern Corporation $600,000,000 4.650% Senior Notes due 2046 UNDERWRITING AGREEMENT October 29, 2015 Citigroup Global Markets Inc. Goldman, Sachs & Co. Wells Fargo... (Filed With SEC on November 3, 2015)

NORFOLK SOUTHERN CORPORATION asIssuer and U.S. BANKNATIONAL ASSOCIATION, as Trustee SECONDSUPPLEMENTAL INDENTURE Dated as of November 3, 2015 to INDENTURE Dated as of June 2, 2015... (Filed With SEC on November 3, 2015)

NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN AS AMENDED MAY 14, 2015 (Filed With SEC on July 27, 2015)

Norfolk Southern Corporation $500,000,000 4.450% Senior Notes due 2045 UNDERWRITING AGREEMENT May 28, 2015 J.P.Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith... (Filed With SEC on June 2, 2015)

NORFOLK SOUTHERN CORPORATION asIssuer U.S. Bank National Association as Trustee INDENTURE Dated as of June 2, 2015 SENIOR DEBT SECURITIES TABLE OF CONTENTS (Filed With SEC on June 2, 2015)

NORFOLK SOUTHERN CORPORATION asIssuer and U.S. BANKNATIONAL ASSOCIATION, as Trustee FIRSTSUPPLEMENTAL INDENTURE Dated as of June 2, 2015 to INDENTURE Dated as of June 2, 2015... (Filed With SEC on June 2, 2015)

NORFOLK SOUTHERN CORPORATION EXECUTIVE MANAGEMENT INCENTIVE PLAN AS AMENDED MAY 14, 2015 (Filed With SEC on May 19, 2015)

NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN AS AMENDED MAY 14, 2015 (Filed With SEC on May 19, 2015)

NORFOLK SOUTHERN CORPORATION Directors' Restricted Stock Plan (Filed With SEC on February 11, 2015)

SUPPLEMENTAL BENEFIT PLAN OF NORFOLK SOUTHERN CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES Amended to and Including September 30, 2014 (Filed With SEC on February 11, 2015)

NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN AS APPROVED BY SHAREHOLDERS MAY 13, 2010 AND AS AMENDED JULY 23, 2013, NOVEMBER 26, 2013 AND DECEMBER 2, 2014 (Filed With SEC on February 11, 2015)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Incentive Stock Option (Filed With SEC on February 11, 2015)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Performance Share Units (Filed With SEC on February 11, 2015)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Non-Qualified Stock Option (Filed With SEC on February 11, 2015)

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Restricted Stock Units (Filed With SEC on February 11, 2015)

Non-Compete Agreement Associated With Award Agreement Under The Norfolk Southern Corporation Long-Term Incentive Plan (Filed With SEC on February 11, 2015)

DIRECTORS' DEFERRED FEE PLAN OF NORFOLK SOUTHERN CORPORATION (Effective June 1, 1982) Last Amended October 3, 2014 PURPOSE (Filed With SEC on October 22, 2014)

AMENDMENT NO. 11 TO TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on October 17, 2014)

Norfolk Southern Corporation $400,000,000 3.850% Senior Notes due 2024 UNDERWRITING AGREEMENT November 18, 2013 Citigroup Global Markets Inc. Goldman, Sachs & Co. Wells Fargo... (Filed With SEC on November 21, 2013)

NORFOLK SOUTHERN CORPORATION as Issuer and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee ______________ FOURTH SUPPLEMENTAL INDENTURE Dated as of November 21, 2013 to INDENTURE... (Filed With SEC on November 21, 2013)

Norfolk Southern Corporation $500,000,000 4.800% Senior Notes due 2043 UNDERWRITING AGREEMENT August 8, 2013 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith... (Filed With SEC on August 13, 2013)

NORFOLK SOUTHERN CORPORATION as Issuer and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee ______________ THIRD SUPPLEMENTAL INDENTURE Dated as of August 13, 2013 to INDENTURE... (Filed With SEC on August 13, 2013)

Norfolk Southern Corporation $600,000,000 3.95% Senior Notes due 2042 UNDERWRITING AGREEMENT September 4, 2012 Citigroup Global Markets Inc. Goldman, Sachs & Co. Wells Fargo... (Filed With SEC on September 7, 2012)

NORFOLK SOUTHERN CORPORATION as Issuer and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee ______________ SECOND SUPPLEMENTAL INDENTURE Dated as of September 7, 2012 to INDENTURE... (Filed With SEC on September 7, 2012)

NORFOLK SOUTHERN CORPORATION 2.903% Notes due 2023 INDENTURE Dated as of August 20, 2012 ___________________ U.S. Bank Trust National Association, Trustee (Filed With SEC on August 21, 2012)

__________________________________ Registration Rights Agreement Dated as of August 20, 2012 between Norfolk Southern Corporation and Merrill Lynch, Pierce, Fenner & Smith... (Filed With SEC on August 21, 2012)

Norfolk Southern Corporation $600,000,000 3.000% Senior Notes due 2022 UNDERWRITING AGREEMENT March 12, 2012 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith... (Filed With SEC on March 15, 2012)

NORFOLK SOUTHERN CORPORATION as Issuer U.S. Bank Trust National Association as Trustee INDENTURE Dated as of March 15, 2012 SENIOR DEBT SECURITIES ARTICLE I Definitions and... (Filed With SEC on March 15, 2012)

NORFOLK SOUTHERN CORPORATION as Issuer and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee ______________ FIRST SUPPLEMENTAL INDENTURE Dated as of March 15, 2012 to INDENTURE... (Filed With SEC on March 15, 2012)

Norfolk Southern Corporation $500,000,000 3.250% Senior Notes due 2021 $100,000,000 6.000% Senior Notes due 2111 UNDERWRITING AGREEMENT November 14, 2011 Citigroup Global Markets... (Filed With SEC on November 17, 2011)

NORFOLK SOUTHERN CORPORATION as Issuer and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee ______________ FOURTH SUPPLEMENTAL INDENTURE Dated as of November 17, 2011 to INDENTURE... (Filed With SEC on November 17, 2011)

NORFOLK SOUTHERN CORPORATION 4.837% Notes due 2041 INDENTURE Dated as of September 14, 2011 ___________________ U.S. Bank Trust National Association, Trustee (Filed With SEC on September 15, 2011)

NORFOLK SOUTHERN CORPORATION as Issuer and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee ______________ THIRD SUPPLEMENTAL INDENTURE Dated as of September 14, 2011 to INDENTURE... (Filed With SEC on September 15, 2011)

__________________________________ Registration Rights Agreement Dated as of September 14, 2011 between Norfolk Southern Corporation and J.P. Morgan Securities LLC and Merrill... (Filed With SEC on September 15, 2011)

Norfolk Southern Corporation $250,000,000 6% Senior Notes due 2105 UNDERWRITING AGREEMENT August 23, 2010 (Filed With SEC on August 26, 2010)

NORFOLK SOUTHERN CORPORATION as Issuer and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee ______________ TWELFTH SUPPLEMENTAL INDENTURE Dated as of August 26, 2010 to INDENTURE... (Filed With SEC on August 26, 2010)

DIRECTORS' DEFERRED FEE PLAN OF NORFOLKSOUTHERN CORPORATION (EffectiveJune 1, 1982) LastAmended January 1, 2009 PURPOSE (Filed With SEC on July 24, 2008)

NORFOLKSOUTHERN CORPORATION (Filed With SEC on July 24, 2008)

NorfolkSouthern Corporation Officers' Deferred Compensation Plan (Filed With SEC on July 24, 2008)

NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN AS AMENDED JANUARY 1,2009 (Filed With SEC on July 24, 2008)

NORFOLK SOUTHERN CORPORATION RESTRICTED STOCK UNIT PLAN (Effective January 28, 2003) Last Amended January 1, 2009 (Filed With SEC on July 24, 2008)

SUPPLEMENTALBENEFIT PLAN OF NORFOLK SOUTHERN CORPORATION AND PARTICIPATINGSUBSIDIARY COMPANIES (Asamended effective January 1, 2009) (Filed With SEC on July 24, 2008)

NORFOLK SOUTHERN CORPORATION 5.750% Senior Notesdue 2018 INDENTURE Dated as of April4, 2008 ___________________ U.S. Bank TrustNational Association, Trustee (Filed With SEC on April 9, 2008)

Exhibit 4.2 RegistrationRights Agreement Datedas of April 4, 2008 among NorfolkSouthern Corporation and BarclaysCapital Inc., DeutscheBank Securities Inc. and MerrillLynch,... (Filed With SEC on April 9, 2008)

5.750%Senior Note due 2018 (Filed With SEC on April 9, 2008)

NORFOLK SOUTHERN CORPORATION (a Virginia corporation) 5.750% Senior Notes due 2018 PURCHASE AGREEMENT Dated April 1, 2008 NORFOLK SOUTHERN CORPORATION (a Virginia corporation)... (Filed With SEC on April 4, 2008)

NORFOLK SOUTHERN CORPORATION OUTSIDE DIRECTORS'DEFERRED STOCK UNIT PROGRAM (Filed With SEC on January 25, 2008)

Norfolk Southern Corporation Long-TermIncentive Plan 2008 Award Agreement for OutsideDirectors (Filed With SEC on January 25, 2008)

FORM OF [ ] SUPPLEMENTAL INDENTURE between (Filed With SEC on April 5, 2005)

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Norfolk Southern Corp. Contracts & Agreements