NSC 10-K Annual Report Dec. 31, 2020 | Alphaminr
NORFOLK SOUTHERN CORP
ALPHAMINR

NSC 10-K Fiscal year ended Dec. 31, 2020

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NORFOLK SOUTHERN CORP
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TABLE OF CONTENTS
Part IItem 1. Business and Item 2. PropertiesItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataNote 2: on January 1, 2019, We Adopted Financial Accounting Standards Board (fasb) Accounting Standards Update (asu) 2016-02,Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement ScheduleItem 16. Form 10-k Summary

Exhibits

(i)(b) An amendment to the Articles of Incorporation of Norfolk Southern Corporation is incorporated by reference to Exhibit 3(i) to Norfolk Southern Corporations Form 8-K filed on May 18, 2010. (SEC File No. 001-08339) (i)(c) An amendment to the Articles of Incorporation of Norfolk Southern Corporation is incorporated by reference to Exhibit 3(i) to Norfolk Southern Corporations Form 10-Q filed on July 29, 2020. (SEC File No. 001-08339) (ii) The Bylaws of Norfolk Southern Corporation, as amended September 24, 2019, are incorporated by reference to Exhibit 3(ii) to Norfolk Southern Corporations Form 8-K filed on March 24, 2020. (SEC File No. 001-08339) (d) Indenture, dated August 27, 2004, among PRR Newco, Inc., as Issuer, and Norfolk Southern Railway Company, as Guarantor, and The Bank of New York, as Trustee, is incorporated by reference to Exhibit 4(1) to Norfolk Southern Corporations Form 10-Q filed on October 28, 2004. (SEC File No. 001-08339) (e) First Supplemental Indenture, dated August 27, 2004, among PRR Newco, Inc., as Issuer, and Norfolk Southern Railway Company, as Guarantor, and The Bank of New York, as Trustee, related to the issuance of notes in the principal amount of approximately $451.8 million, is incorporated by reference to Exhibit 4(m) to Norfolk Southern Corporations Form 10-Q filed on October 28, 2004. (SEC File No. 001-08339) (i) Twelfth Supplemental Indenture, dated as of August 26, 2010, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $250 million, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed on August 26, 2010. (SEC File No. 001-08339) (k) First Supplemental Indenture, dated as of June 1, 2009, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $500 million, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed on June 1, 2009. (SEC File No. 001-08339) (l) Second Supplemental Indenture, dated as of May 23, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $400 million, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on May 23, 2011. (SEC File No. 001-08339) (m) Indenture, dated as of September 14, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $595,504,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on September 15, 2011. (SEC File No. 001-08339) (n) Third Supplemental Indenture, dated as of September 14, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $4,492,000, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed on September 15, 2011. (SEC File No. 001-08339) (o) Fourth Supplemental Indenture, dated as of November 17, 2011, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of two series of notes, one in the principal amount of $500 million and one in the principal amount of $100 million, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on November 17, 2011. (SEC File No. 001-08339) (p) Indenture, dated as of March 15, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on March 15, 2012. (SEC File No. 001-08339) (q) First Supplemental Indenture, dated as of March 15, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed on March 15, 2012. (SEC File No. 001-08339) (r) Indenture, dated as of August 20, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K filed on August 21, 2012. (SEC File No. 001-08339) (s) Second Supplemental Indenture, dated as of September 7, 2012, between the Registrant and U.S. Bank Trust National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on September 7, 2012. (SEC File No. 001-08339) (t) Third Supplemental Indenture, dated as of August 13, 2013, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $500,000,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on August 13, 2013. (SEC File No. 001-08339) (u) Fourth Supplemental Indenture, dated as of November 21, 2013, between the Registrant and U.S. Bank Trust National Association, as Trustee, related to the issuance of notes in the principal amount of $400,000,000, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on November 21, 2013. (SEC File No. 001-08339) (v) Indenture, dated as of June 2, 2015, between Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on June 2, 2015. (SEC File No. 001-08339) (w) First Supplemental Indenture, dated as of June 2, 2015, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed on June 2, 2015. (SEC File No. 001-08339) (x) Second Supplemental Indenture, dated as of November 3, 2015, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on November 3, 2015. (SEC File No. 001-08339) (y) Third Supplemental Indenture, dated as of June 3, 2016, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed on June 3, 2016. (SEC File No. 001-08339) (z) Fourth Supplemental Indenture, dated as of May31, 2017, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Corporations Form 8-K filed May 31, 2017. (SEC File No. 001-08339) (aa) Indenture, dated as of August 15, 2017, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference herein to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed August 15, 2017. (SEC File No. 001-08339) (bb) Indenture, dated as of November 16, 2017, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference herein to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed November 16, 2017. (SEC File No. 001-08339) (cc) Indenture, dated as of February 28, 2018 between the Registrant and U.S. Bank National Association, as Trustee. The Indenture is incorporated by reference herein to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed February 28, 2018. (SEC File No. 001-08339) (dd) First Supplemental Indenture, dated as of February 28, 2018, between the Registrant and U.S. Bank National Association, as Trustee. The Indenture is incorporated by reference herein to Exhibit 4.2 to Norfolk Southern Corporations Form 8-K filed February 28, 2018. (SEC File No. 001-08339) (ee) Second Supplemental Indenture, dated as of August 2, 2018, between the Registrant and U.S. Bank National Association, as Trustee. The Indenture is incorporated by reference herein to Exhibit 4.1 to Norfolk Southern Corporations Form 8-K filed August 2, 2018. (SEC File No. 001-08339) (ff) Third Supplemental Indenture, dated as of May 8, 2019, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K filed on May 8, 2019 (SEC File No. 001-08339). (gg) Fourth Supplemental Indenture, dated as of October 24, 2019, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K filed on November 4, 2019. (SEC File No. 001-08339) (hh) Description of the Registrants Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, is incorporated by reference to Exhibit 4(hh) to Norfolk Southern Corporation's Form 10-K filed on February 6, 2020. (SEC File No. 001-08339) (ii) Fifth Supplemental Indenture, dated as of May 11, 2020, between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K filed on May 11, 2020.(SEC File No. 001-08339) (jj) Indenture dated as of May 15, 2020, between the Registrant and U.S. Bank National Association, as Trustee is incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K filed on May 15, 2020. (SEC File No. 001-08339) (d) Amendment No. 3 dated as of June 1, 1999, and executed in April 2004, to the Transaction Agreement, dated June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail, Inc., Consolidated Rail Corporation, and CRR Holdings LLC, is incorporated by reference from Exhibit 10(dd) to Norfolk Southern Corporations Form 10-Q filed on July 30, 2004. (SEC File No. 001-08339) (f) Amendment No. 6 dated as of April 1, 2007, to the Transaction Agreement, dated June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Railway Company, Conrail, Inc., Consolidated Rail Corporation, and CRR Holdings LLC, is incorporated by reference to Exhibit 10.5 to Norfolk Southern Corporations Form 10-Q filed on July 27, 2007. (SEC File No. 001-08339) (m) Amendment No. 4, dated as of June 1, 2005, and executed in late June 2005, to the Shared Assets Area Operating Agreements for North Jersey, South Jersey/Philadelphia, and Detroit, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc., and Norfolk Southern Railway Company, with exhibits thereto, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on July 1, 2005. (SEC File No. 001-08339) (p) Second Amendment, dated December 28, 2009, to the Master Agreement dated July 27, 1999, by and between North Carolina Railroad Company and Norfolk Southern Railway Company, is incorporated by reference to Exhibit 10(q) to Norfolk Southern Corporations Form 10-K filed on February 17, 2010 (Exhibits, annexes and schedules omitted.The Registrant will furnish supplementary copies of such materials to the SEC upon request). (SEC File No. 001-08339) (r)* Norfolk Southern Corporation Executive Management Incentive Plan, as approved by shareholders May 14, 2015, and as amended effective March 27, 2018, and November 17, 2020, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on January 8, 2021. (SEC File No. 001-08339) (s)* The Norfolk Southern Corporation Officers Deferred Compensation Plan, as amended effective July 26, 2019, is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporations Form 10-Q filed on October 23, 2019. (SEC File No. 001-08339) (t)* The Norfolk Southern Corporation Directors Restricted Stock Plan, adopted January 1, 1994, and amended and restated effective as of January 23, 2015, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on October25, 2017. (SEC File No. 001-08339) (u)* 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, is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporations Form 10-Q filed on October 25, 2017. (SEC File No. 001-08339) (v)*,** 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. 001-08339) (w)* The Norfolk Southern Corporation Directors Charitable Award Program, as amended effective July 2007, is incorporated by reference to Exhibit 10.6 to Norfolk Southern Corporations Form 10-Q filed on July 27, 2007. (SEC File No. 001-08339) (x) The Norfolk Southern Corporation Thoroughbred Stock Option Plan, as amended effective July 22, 2013, is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporations Form 10-Q filed on July 24, 2013. (SEC File No. 001-08339) (y)* The Norfolk Southern Corporation Executive Life Insurance Plan, as amended and restated effective December 1, 2018, is incorporated by reference to Exhibit 10(y) to Norfolk Southern Corporation's Form 10-K filed on February 8, 2019. (SEC File No. 001-08339) (z)* The description of Norfolk Southern Corporations optional executive physical reimbursement program, as amended effective July 26, 2019, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on October 23, 2019. (SEC File No. 001-08339) (aa)* 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 27, 2018, and November 19, 2019, is incorporated by referenced to Exhibit 10(aa) to Norfolk Southern Corporations Form 10-K filed on February 6, 2020. (SEC File No. 001-08339) (bb) The Transaction Agreement, dated as of December 1, 2005, by and among Norfolk Southern Corporation, The Alabama Great Southern Railroad Company, Kansas City Southern, and The Kansas City Southern Railway Company, is incorporated by reference to Exhibit 10(II) to Norfolk Southern Corporations Form 10-K filed on February 23, 2006 (Exhibits, annexes, and schedules omitted.The Registrant will furnish supplementary copies of such materials to the SEC upon request). (SEC File No. 001-08339) (cc) Amendment No. 1, dated as of January 17, 2006, by and among Norfolk Southern Corporation, The Alabama Great Southern Railroad Company, Kansas City Southern, and The Kansas City Southern Railroad , is incorporated by reference to Exhibit 10(mm) to Norfolk Southern Corporations Form 10-K filed on February 23, 2006. (SEC File No. 001-08339) (dd) Amendment No. 2, dated as of May 1, 2006, to the Transaction Agreement, dated as of December 1, 2005, by and among Norfolk Southern Corporation, The Alabama Great Southern Railroad Company, Kansas City Southern, and The Kansas City Southern Railway Company is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on May 4, 2006. (SEC File No. 001-08339) (ee) Limited Liability Agreement of Meridian Speedway, LLC, dated as of May 1, 2006, by and among the Alabama Great Southern Railroad Company and Kansas City Southern, is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporations Form 8-K filed on May 4, 2006. (SEC File No. 001-08339) (ff) Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on November 14, 2007. (SEC File No. 001-08339) (gg) Amendment No. 1 to Transfer and Administration Agreement dated as of November 8, 2007, and effective as of October 22, 2008, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on October 23, 2008. (SEC File No. 001-08339) (hh) Amendment No. 2, dated as of May 19, 2009, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on July 31, 2009. (SEC File No. 001-08339) (ii) Amendment No. 3, dated as of August 21, 2009, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on October 30, 2009. (SEC File No. 001-08339) (jj) Amendment No. 4, dated as of October 22, 2009, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on October 22, 2009. (SEC File No. 001-08339) (kk) Amendment No. 5, dated as of January 5, 2010, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10(xx) to Norfolk Southern Corporations Form 10-K filed on February 17, 2010. (SEC File No. 001-08339) (ll) Amendment No. 6, dated as of August 30, 2010, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on October 29, 2010. (SEC File No. 001-08339) (mm) Amendment No. 7, dated as of October 21, 2010, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on October 22, 2010. (SEC File No. 001-08339) (nn) Amendment No. 8, dated as of October 20, 2011, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on October 20, 2011. (SEC File No. 001-08339) (oo) Amendment No. 9, dated as of October 18, 2012, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 99 to Norfolk Southern Corporations Form 8-K filed on October 22, 2012. (SEC File No. 001-08339) (pp) Amendment No. 10, dated as of October 17, 2013, to Transfer and Administration Agreement dated as of November 8, 2007, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on October 18, 2013. (SEC File No. 001-08339) (qq) Amendment No. 11 to Transfer and Administration Agreement dated as of October 16, 2014, is hereby incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on October 17, 2014. (SEC File No. 001-08339) (rr) Amendment No. 12 to Transfer and Administration Agreement dated as of June 3, 2016 (Schedules III and IV omitted. The Registrant will furnish supplementary copies of such materials to the SEC upon request), is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on June 6, 2016. (SEC File No. 001-08339) (ss) Amendment No. 13 to Transfer and Administration Agreement dated as of June 1, 2018 is hereby incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on June 4, 2018 (SEC File No. 001-8339) (tt) Amendment No. 14 to Transfer and Administration Agreement dated as of May 31, 2019 is hereby incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on June 3, 2019 (SEC File No. 001-8339) (uu) Amendment No. 15 to Transfer and Administration Agreement dated as of May 29, 2020 is incorporated by referenced to Exhibit 10.1 to the Registrants Form 8-K filed on June 1, 2020. (SEC File No. 001-8339) (vv) Transaction Agreement (Pan Am Transaction Agreement), dated May 15, 2008, by and among Norfolk Southern Railway Company, Pan Am Railways, Inc., Boston and Maine Corporation, and Springfield Terminal Railway Company, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on July 24, 2008 (Exhibits, annexes and schedules omitted.The Registrant will furnish supplementary copies of such materials to the SEC upon request). (SEC File No. 001-08339) (ww) Letter Agreement, dated October 21, 2008, by and among Norfolk Southern Railway Company, Pan Am Railways, Inc., Boston and Maine Corporation, and Springfield Terminal Railway Company amending certain terms of the Pan Am Transaction Agreement, is incorporated by reference to Exhibit 10(rrr) to Norfolk Southern Corporations Form 10-K filed on February 18, 2009. (SEC File No. 001-08339) (xx)* Directors Deferred Fee Plan of Norfolk Southern Corporation, adopted June 1, 1982 and as amended and restated effective December 1, 2019, is incorporated by referenced toExhibit 10(xx)to Norfolk Southern Corporations Form 10-K filed on February 6, 2020. (SEC File No. 001-08339) (yy)* Norfolk Southern Corporation Executives Deferred Compensation Plan, as amended and restated effective January 1, 2019, is incorporated by reference to Exhibit 10(ww) to Norfolk Southern Corporation's Form 10-K filed on February 8, 2019. (SEC File No. 001-08339) (zz)* Stock Unit Plan of Norfolk Southern Corporation dated as of July 24, 2001, as amended on August 21, 2008, with an effective date of January 1, 2009, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on October 24, 2008. (SEC File No. 001-08339) (aaa)* Form of Amended and Restated Change in Control Agreement between Norfolk SouthernForm of Amended and Restated Change in Control Agreement between Norfolk Southern Corporation and the Corporations Chairman, President and Chief Executive Officer, is incorporated by reference to Exhibit 10(aaaa) to Norfolk Southern Corporations Form 10-K filed on February 18, 2009. (SEC File No. 001-08339) (bbb) Limited Liability Company Agreement of Pan Am Southern LLC, dated as of April 9, 2009, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on April 9, 2009 (exhibits, annexes, and schedules omitted the Registrant will furnish supplementary copies of such materials to the SEC upon request). (SEC File No. 001-08339) (ccc)*,** 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 Compensation Committee on November 16, 2020. (ddd)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for performance share units approved by the Compensation Committee on November 16, 2020. (eee)*,** 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. (fff)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for restricted stock units approved by the Compensation Committee on November 16, 2020. (ggg)*,** 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. (iii) Omnibus Amendment, dated as of January 17, 2011, to Pan Am Transaction Agreement dated as of May 15, 2008, and Limited Liability Company Agreement of Pan Am Southern LLC dated as of April 9, 2009, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 10-Q filed on April 27, 2012. (SEC File No. 001-08339) (jjj)* Form of Amendment to Amended and Restated Change in Control Agreement between Norfolk Southern Corporation and the Corporations Chairman, President and Chief Executive Officer, to eliminate the excise tax gross-up provision in the Agreement, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on January 23, 2013. (SEC File No. 001-08339) (kkk)* Form of Change in Control Agreement between Norfolk Southern Corporation and executive officers who entered into a change in control agreement after 2015 is incorporated by reference to Exhibit 10.2 to Norfolk Southern Corporations Form 10-Q filed on July 29, 2020. (SEC File No. 001-08339) (lll) Credit Agreement dated as of March 27, 2020 establishing a 5 year, $800 million, unsecured revolving credit facility of the Registrant, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed on March 30, 2020. (SEC File No. 001-08339) (mmm)*,** 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, 2020. (nnn)*,** 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. (ooo)*,** 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. (ppp)* Offer Letter for Mark R. George, dated August 26, 2019, is incorporated by reference to Exhibit 99.1 to Norfolk Southern Corporations Form 8-K filed on August 28, 2019. (SEC File No. 001-08339) (qqq)* Norfolk Southern Corporation Long-Term Incentive Plan Inducement Award Agreement for Performance-Based Restricted Stock Units is incorporated by reference to Exhibit 99.2 to Norfolk Southern Corporations Form 8-K filed on August 28, 2019. (SEC File No. 001-08339) (rrr)* Norfolk Southern Corporation Long-Term Incentive Plan Inducement Award Agreement for Restricted Stock Units is incorporated by reference to Exhibit 99.3 to Norfolk Southern Corporations Form 8-K filed on August 28, 2019. (SEC File No. 001-08339) (sss)* Norfolk Southern Corporation Long-Term Incentive Plan Inducement Award Agreement for Non-Qualified Stock Options is incorporated by reference to Exhibit 99.4 to Norfolk Southern Corporations Form 8-K filed on August 28, 2019. (SEC File No. 001-08339) (ttt) A Construction Agency Agreement, dated March 1, 2019, between Norfolk Southern Railway Company (NSRC) and BA Leasing BSC, LLC. This Agreement is incorporated by reference herein to Exhibit 10.1 to Norfolk Southern Corporations Form 8-K filed March 5, 2019. (See SEC File No. 001-08339). (uuu) A Lease Agreement, dated March 1, 2019, between NSRC and BA Leasing BSC, LLC.This Agreement is incorporated by reference herein to Exhibit 10.2 to Norfolk Southern Corporations Form 8-K filed March 5, 2019.(See SEC File No. 001-08339). (vvv) A Participation Agreement, dated March 1, 2019, between NSRC, BA Leasing BSC, LLC, Bank of America, N.A. as Administrative Agent, and each of the Rent Assignees listed on Schedule II thereto.This Agreement is incorporated by reference herein to Exhibit 10.3 to Norfolk Southern Corporations Form 8-K filed March 5, 2019.(See SEC File No. 001-08339). (www) Guaranty of NSRCs obligations under the Participation Agreement, Construction Agency Agreement, Lease Agreement and related documents by Norfolk Southern Corporation.This Agreement is incorporated by reference herein to Exhibit 10.4 to Norfolk Southern Corporations Form 8-K filed March 5, 2019.(See SEC File No. 001-08339). (xxx)* Norfolk Southern Executive Severance Plan as adopted on May 14, 2020, and as amended July 28, 2020, is incorporated by reference to Exhibit 10.1 to Norfolk Southern Corporation Form 10-Q filed on July 29, 2020. (SEC File No. 001-08339). 21** Subsidiaries of the Registrant. 23** Consent of Independent Registered Public Accounting Firm. 31-A** Rule 13a-14(a)/15d-014(a) CEO Certification. 31-B** Rule 13a-14(a)/15d-014(a) CFO Certification. 32** Section 1350 Certifications.