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Item 9A. Controls and Procedures

2023-02-03 compared with 2022-02-04 · 59 added, 52 removed, 375 unchanged (23% of the section changed)

21 unchanged sentences

Directors, Executive Officers and Corporate Governance

In accordance with General Instruction G(3), information called for by Part III, Item 10, is incorporated herein by reference from the information appearing under the caption “Election of Directors,” under the caption “Delinquent Section 16(a) Reports,” under the caption “Committees of the Board,” under the caption “Shareholder Recommendations and Nominations,” and under the caption “The Thoroughbred Code of Ethics” in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

In accordance with General Instruction G(3), information called for by Part III, Item 10, is incorporated herein by reference from the information appearing under the caption “Election of the 13 Directors Named in the Proxy Statement for a One-Year Term,” under the caption “Delinquent Section 16(a) Reports,” under the caption “Committees of the Board,” under the caption “Shareholder Recommendations and Nominations,” and under the caption “The Thoroughbred Code of Ethics” in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

The information regarding executive officers called for by Item 401 of Regulation S-K is included in Part I hereof beginning under “Information about our Executive Officers.”

145 unchanged sentences

(SEC File No.

(p) 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 Corporation’s Form 8-K filed on March 15, 2012.

(SEC File No.

(q) Indenture, dated as of August 20, 2012, between the Registrant and U.S.

(p) 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 Registrant’s Form 8-K filed on August 21, 2012.

(SEC File No.

(r) Second Supplemental Indenture, dated as of September 7, 2012, between the Registrant and U.S.

(q) 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 Corporation’s Form 8-K filed on September 7, 2012.

(SEC File No.

(s) Third Supplemental Indenture, dated as of August 13, 2013, between the Registrant and U.S.

(r) 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 Corporation’s Form 8-K filed on August 13, 2013.

(SEC File No.

(t) Fourth Supplemental Indenture, dated as of November 21, 2013, between the Registrant and U.S.

(s) 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 Corporation’s Form 8-K filed on November 21, 2013.

(SEC File No.

(u) Indenture, dated as of June 2, 2015, between Registrant and U.S.

(t) 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 Corporation’s Form 8-K filed on June 2, 2015.

(SEC File No.

(v) First Supplemental Indenture, dated as of June 2, 2015, between the Registrant and U.S.

(u) 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 Corporation’s Form 8-K filed on June 2, 2015.

(SEC File No.

(w) Second Supplemental Indenture, dated as of November 3, 2015, between the Registrant and U.S.

(v) 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 Corporation’s Form 8-K filed on November 3, 2015.

(SEC File No.

(x) Third Supplemental Indenture, dated as of June 3, 2016, between the Registrant and U.S.

(w) 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 Corporation’s Form 8-K filed on June 3, 2016.

(SEC File No.

(y) Fourth Supplemental Indenture, dated as of May 31, 2017, between the Registrant and U.S.

(x) Fourth Supplemental Indenture, dated as of May 31, 2017, between the Registrant and U.S.

Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Corporation’s Form 8-K filed May 31, 2017.

(SEC File No.

(z) Indenture, dated as of August 15, 2017, between the Registrant and U.S.

(y) 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 Corporation’s Form 8-K filed August 15, 2017.

(SEC File No.

(aa) Indenture, dated as of February 28, 2018 between the Registrant and U.S.

(z) Indenture, dated as of February 28, 2018 between the Registrant and U.S.

Bank National Association, as Trustee.

1 unchanged sentence

(SEC File No.

(bb) First Supplemental Indenture, dated as of February 28, 2018, between the Registrant and U.S.

(aa) First Supplemental Indenture, dated as of February 28, 2018, between the Registrant and U.S.

Bank National Association, as Trustee.

1 unchanged sentence

(SEC File No.

(cc) Second Supplemental Indenture, dated as of August 2, 2018, between the Registrant and U.S.

(bb) Second Supplemental Indenture, dated as of August 2, 2018, between the Registrant and U.S.

Bank National Association, as Trustee.

1 unchanged sentence

(SEC File No.

(dd) Third Supplemental Indenture, dated as of May 8, 2019, between the Registrant and U.S.

(cc) 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 Registrant’s Form 8-K filed on May 8, 2019 (SEC File No.

(ee) Fourth Supplemental Indenture, dated as of October 24, 2019, between the Registrant and U.S.

(dd) Fourth Supplemental Indenture, dated as of November 4 , 2019, between the Registrant and U.S.

Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on November 4, 2019.

(SEC File No.

(ff) Description of the Registrant’s 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.

(ee) Description of the Registrant’s 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.

(gg) Fifth Supplemental Indenture, dated as of May 11, 2020, between the Registrant and U.S.

(ff) 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 Registrant’s Form 8-K filed on May 11, 2020.

(SEC File No.

(hh) Indenture dated as of May 15, 2020, between the Registrant and U.S.

(gg) 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 Registrant’s Form 8-K filed on May 15, 2020.

(SEC File No.

(ii) Sixth Supplemental Indenture, dated as of May 12, 2021, between the Registrant and U.S.

(hh) Sixth Supplemental Indenture, dated as of May 12, 2021, between the Registrant and U.S.

Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed on May 12, 2021.

(SEC File No.

(jj) Seventh Supplemental Indenture, dated as of August 25, 2021, between the Registrant and U.S.

(ii) Seventh Supplemental Indenture, dated as of August 25, 2021, between the Registrant and U.S.

Bank National Association, as trustee, is incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on August 25, 2021.

(SEC File No.

(jj) 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 Association), as trustee, is incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on February 25, 2022.

(kk) Ninth Supplemental Indenture, dated June 13, 2022, between the Registrant and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as trustee, is incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on June 15, 2022.

In accordance with Item 601(b)(4)(iii) of Regulation S-K, copies of other instruments of Norfolk Southern Corporation and its subsidiaries with respect to the rights of holders of long-term debt are not filed herewith, or incorporated by reference, but will be furnished to the Commission upon request.

60 unchanged sentences

(SEC File No.

(z)* 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 to Exhibit 10(xx) to Norfolk Southern Corporation’s Form 10-K filed on February 6, 2020.

(z) Amendment No.

1 dated as of May 27, 2022, to the Amended and Restated Transfer and Administration Agreement, dated as of May 28, 2021 is incorporated by reference to Exhibit 10.1 on Norfolk Southern Corporation’s Form 10-Q filed on October 26, 2022.

(SEC File No.

(aa)* 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.

(aa) Amendment No.

2 dated as of June 30, 2022, to the Amended and Restated Transfer and Administration Agreement, dated as of May 28, 2021 is incorporated by reference to Exhibit 10.2 on Norfolk Southern Corporation’s Form 10-Q filed on October 26, 2022.

(SEC File No.

(bb)* Form of Amended and Restated Change in Control Agreement between Norfolk Southern Form of Amended and Restated Change in Control Agreement between Norfolk Southern Corporation and the Corporation’s Chairman, President and Chief Executive Officer, is incorporated by reference to Exhibit 10(aa a a) to Norfolk Southern Corporation’s Form 10-K filed on February 18, 2009.

(bb) 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 of Trustees of the Cincinnati Southern Railway as seller is incorporated by reference to Exhibit 2.1 on Norfolk Southern Corporation’s Form 8-K filed on November 21, 2022.

(SEC File No.

(cc)*,** 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 18, 2021.

(dd)* Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for performance share units approved by the Compensation Committee on November 16, 2020.

(ee)*,** 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.

(ff)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for restricted stock units approved by the Compensation Committee on November 18, 2021.

(gg)*,** Form of Norfolk Southern Corporation Long-Term Incentive Plan, Award Agreement for performance share units approved by the Compensation Committee on November 18, 2021.

(hh)* Form of Amendment to Amended and Restated Change in Control Agreement between Norfolk Southern Corporation and the Corporation’s 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 Corporation’s Form 8-K filed on January 23, 2013.

(cc)* 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 to Exhibit 10(xx) to Norfolk Southern Corporation’s Form 10-K filed on February 6, 2020.

(SEC File No.

(dd)* 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.

(ee)* 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 Human Capital Management and Compensation Committee on November 18, 2021, is incorporated by reference to Exhibit 10(cc) to Norfolk Southern Corporation's Form 10-K filed on February 4, 2022.

(SEC File No.

(ff)*,** 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 on January 23, 2023.

(gg)*,** 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 January 23, 2023.

(hh)*,** 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 January 23, 2023.

(ii)* 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 Corporation’s Form 10-Q filed on July 29, 2020.

2 unchanged sentences

(SEC File No.

(kk)*,** 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, 2022.

(ll)*,** 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.

(mm)*,** 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.

(kk)*,** 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 Compensation Committee on January 23, 2023.

(ll)*,** 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 Committee on January 23, 2023.

(mm)*,** 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 Committee on January 23, 2023.

(nn)* Offer Letter for Mark R.

17 unchanged sentences

(See SEC File No.

(uu)* 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.

(uu)** 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 Registrant will furnish supplementally to the Securities and Exchange Commission upon request, a copy of any omitted exhibit or schedule).

(vv)** 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 Registrant will furnish supplementally to the Securities and Exchange Commission upon request, a copy of any omitted exhibit or schedule).

(ww)* Norfolk Southern Executive Severance Plan as adopted on May 14, 2020, and as amended July 28, 2020, and November 17, 2022 , is incorporated by reference herein to Exhibit 10.1 to Norfolk Southern Corporation 's Form 8 - K filed on November 21, 2022 .

(SEC File No.

(vv)*,** 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 Compensation Committee on January 24, 2022.

(ww)*,** 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 Committee on January 24, 2022.

(xx)*,** 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 Committee on January 24, 2022.

(yy)*,** 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 January 24, 2022.

21** Subsidiaries of the Registrant.

25 unchanged sentences

POWER OF ATTORNEY

Each person whose signature appears on the next page under SIGNATURES hereby authorizes Lorri J.

Kleine and Mark R.

George, or any one of them, to execute in the name of each such person, and to file, any amendments to this report, and hereby appoints Lorri J.

Kleine and Mark R.

Each person whose signature appears on the next page under SIGNATURES hereby authorizes Nabanita C.

Nag and Mark R.

George, or any one of them, to execute in the name of each such person, and to file, any amendments to this report, and hereby appoints Nabanita C.

Nag and Mark R.

George, or any one of them, as attorneys-in-fact to sign on his or her behalf, individually and in each capacity stated below, and to file, any and all amendments to this report.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Norfolk Southern Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 4th day of February, 2022.

(Chairman and Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 4th day of February, 2022, by the following persons on behalf of Norfolk Southern Corporation and in the capacities indicated.

(President and Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 3rd day of February, 2023, by the following persons on behalf of Norfolk Southern Corporation and in the capacities indicated.

Signature Title

Chairman and Chief Executive Officer and Director

President and Chief Executive Officer

(Principal Executive Officer)

Executive Vice President Finance and Chief Financial Officer

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Allison, Jr.)

/s/ Claiborne L.

(Claiborne L.

Vice President and Controller

(Principal Accounting Officer)

Independent Chair and Director

/s/ Thomas D.

2 unchanged sentences

/s/ Marcela E.

Hufford, Jr.)

Huffard, Jr.)

/s/ Christopher T.

37 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures