Norfolk Southern Corp. | Business Contracts

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)

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)

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)

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)

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

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)

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 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, 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, 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 non-qualified stock options approved by the Human Capital Management and Compensation Committee... (Filed With SEC on February 3, 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)

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

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)

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, 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, 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, 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)

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)

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, 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)

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 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, 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, 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, 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 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 Outside Directors for restricted stock units and deferral election form as approved by the... (Filed With SEC on February 4, 2021)

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

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)

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)

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)

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

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)

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)

Description of the Registrants Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934 (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)

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)

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

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 Restricted Stock 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 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 Non-Qualified Stock Options 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)

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)

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 Corp. (70)