At a meeting held on January 22, 2015, the Audit Committee of the Board of Directors appointed the firm of KPMG LLP (“KPMG”), independent registered public accounting firm, to perform for 2015 the integrated audit of our consolidated financial statementsOur directors have diverse backgrounds and internal control over financial reporting. KPMGprovide critical experience and its predecessors have been retained as Norfolk Southern’s external auditor since 1983 (and priorexpertise to that for one of our predecessor companies, Norfolk and Western Railway Company, since 1969).

Pursuant to its charter, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of Norfolk Southern’s independent registered public accounting firm. In connection with this oversight, the Audit Committee is involved in the selection of the lead audit partner for the engagement. In addition, the Audit Committee is responsible for negotiating and approving the fees paid to KPMG. In determining whether to reappoint KPMG this year, the Audit Committee reviewed the performance and independence of the firm and considered a number of factors, including the quality of its interactions and discussion with KPMG, the performance of the firm in the audit engagement, the qualifications of the audit team, and the length of time the firm has been engaged and whether rotation of the independent auditor would be in the best interest of Norfolk Southern. The AuditGovernance and Nominating Committee carefully considers the experience and qualifications of each director standing for re-election and potential nominee for election, to ensure that the Board can effectively carry out its oversight role on behalf of Directors believeour shareholders.

The Governance and Nominating Committee has identified ten areas of expertise that the continued engagementare of KPMG as our independent registered public accounting firm is in the best interests ofparticular importance to Norfolk Southern given the nature of our business and its stockholders.

For the years ended December 31, 2014, and December 31, 2013, KPMG billed usour expectations for the following services:

¹Audit Fees include fees for professional services performed by KPMG for the auditfuture of our consolidated financial statementscompany. The categories identified by the Governance and internal control over financial reporting (integrated audit), the review of our consolidated financial statements included in our 10-Q filings, and services thatNominating Committee are normally provided inconnection with statutory and regulatory filings or engagements.

²Audit-Related Fees principally include fees for audit-related tax services, employee benefit plan audits and audits of subsidiaries and affiliates, and other attestation services.

³Tax Fees consist of tax advice, planning, and consulting services.

The Audit Committee requires that management obtain prior approval from the Committee for all audit and permissible non-audit services to be provided. The Audit Committee considers and approves at each January meeting anticipated services to be provided during the year, as well as the projected fees for those services. The Audit Committee considers and pre-approves additional services and projected fees as needed at each meeting. The Audit Committee has delegated authority to its Chair to pre-approve services between meetings, provided that the Chair reports any such pre-approval to the Audit Committee at its next meeting. The Audit Committee will not approve non-audit engagements that would violate SEC rules or impair the independence of our independent registered public accounting firm. All services rendered to us by KPMG in 2014 and 2013 were pre-approved in accordance with these procedures.follows:

Representatives of KPMG are expected to be present at the 2015 Annual Meeting, with the opportunity to make a statement if they so desire and available to respond to appropriate questions.

The Audit Committee recommends, and the Board of Directors concurs, that stockholders vote FOR the proposal to ratify the selection of KPMG as our independent registered public accounting firm for the year ending December 31, 2015.

We are requestingThe table and chart below summarize the areas of expertise that our stockholders approve, by advisory vote,Governance and Nominating Committee has identified as being represented on our Board, both from an individual and collective standpoint. In addition to these areas of expertise, the compensationGovernance and Nominating Committee also considers ethical integrity, board dynamics, reputation of potential nominees, recommendations of director search firms, and diversity of the Board.

Norfolk Southern defines diversity as the collective mixture of similarities and differences that impact our Named Executive Officers, as such compensation is reflected in our “Compensation Discussionworkforce, workplace, and Analysis” beginning on page 45marketplace. Our Governance and our Executive Compensation Tables beginning on page 62. This “Say-on-Pay” vote is required by the Dodd-Frank Wall Street ReformNominating Committee views diversity broadly, seeking to nominate individuals from varied backgrounds, perspectives, and Consumer Protection Act of 2010. While the Say-on-Pay vote is advisory,experiences. The Governance and thereforeNominating Committee does not bindinghave a specific written policy on the Board, the Compensation Committee will consider the resultsdiversity of any significant vote against the compensation of the Named Executive Officers and determine whether any actions are necessary or advisable to address the concerns expressed by stockholders. In accordance with the recommendation of our stockholders at the 2011 Annual Meeting, the Board of Directors has determined to seek a stockholder advisory voteat this time. However, more information on executive compensation annually until the next required voteNorfolk Southern’s diversity principles and philosophy can be found on our website on the frequency of such advisory votes. We are required to hold such frequency votes“Work at least every six years.

Our Compensation Committee designed our executive compensation program with advice from its compensation consultant. The executive compensation program is designed to align executives’ compensation with our overall business strategies, attract and retain highly qualified executives, and provide incentives that drive stockholder value. The Compensation Committee approved a mix of salary, annual cash incentive and equity incentive compensation that it believes best serves the interests of Norfolk Southern and its stockholders in achieving those objectives.

The compensation of our Named Executive Officers in 2014 consisted primarily of the following components, all as describedNS” page under “Learn more fully in the “Compensation Discussion and Analysis” beginning on page 45:about NS.”

The Board of Directors and its Compensation Committee believe the program for compensation of the Named Executive Officers is appropriately designed to support Norfolk Southern’s goals and has an appropriate mix of cash and equity and an appropriate balance between short-term and long-term compensation. Accordingly, the Board of Directors recommends that stockholders approve the program by approving the following advisory resolution:

RESOLVED, that the stockholders of Norfolk Southern Corporation approve, on an advisory basis, the compensation of the individuals identified in the Summary Compensation Table, as disclosed in the Proxy Statement for the 2015 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2014 Summary Compensation Table and the other related tables and disclosures.

The Board of Directors recommends a vote FOR the resolution approving the compensation of our Named Executive Officers.

Subject to stockholder approval at this meeting, theThe Board of Directors at its meeting on December 2, 2014, adopted certain amendments tohas considered whether the members of our Board of Directors are independent. A director is considered “independent” if the Board determines that the director has no material relationship with Norfolk Southern Corporation Executive Management Incentive Plan (“Amended EMIP”),(directly or as more fully described herein.

A copya partner, shareholder or officer of an organization that has a relationship with Norfolk Southern). The Board makes these determinations after full deliberation, considering all relevant facts and circumstances. To aid in its evaluation of director independence, the Board has adopted categorical independence standards. Under the standards, an individual director is “independent,” unless the Board determines otherwise, if none of the Amended EMIPfollowing relationships exists between Norfolk Southern and the director:

For purposes of these categorical standards, “immediate family member” has been filed with the Securities and Exchange Commission as Appendix A to this proxy statement. The filing can be accessed atwww.sec.gov or on Norfolk Southern’s web site,www.nscorp.comdefinition used in the “Investors Relations” section,New York Stock Exchange’s Listing Standards. These categorical independence standards are available on our website at www.norfolksouthern.com on the “Invest in NS” page under “Governance Documents.”

The Board has determined that all the “Financial Reportsdirector nominees other than Mr. Squires satisfy the above categorical standards and Proxy Statements” subsection.qualify as independent directors of Norfolk Southern. Mr. Squires serves as our Chairman, President and Chief Executive Officer and, therefore, is not an independent director. In making these independence determinations, our Board of Directors considered the following transactions:

These transactions did not exceed our categorical independence standards and were not sufficiently material as to require disclosure as a Related Persons Transaction under Item 404(a) of Regulation S-K. In addition, stockholders who wish to request a paper copy of the Amended EMIP may contact: Denise W. Hutson, Corporate Secretary, Norfolk Southern Corporation, Three Commercial Place, Norfolk, Virginia 23510-9219 (telephone 757-823-5567).

The summary of the Amended EMIP set forth below describes only the material features of the plan. The Amended EMIP is available to stockholders, as noted above, and stockholders should reference the plan document as needed for other plan provisions and to clarify any part of this summary.

Purpose of EMIP and Certain Recent Amendments Thereto

The Norfolk Southern Corporation Executive Management Incentive Plan (“EMIP”) helps Norfolk Southern remain competitiveBoard considered these relationships in its ability to attractnomination of Mr. Daniels and retain qualified personnel by providing an annual cash incentive opportunity to Board-appointed officers with the rankMs. Scanlon and determined that their independence as directors of Vice President and above. See the Compensation Discussion and Analysis section that begins on page 45 of this proxy statement for information regarding our executive compensation strategy, including additional information about the annual cash incentive provided under EMIP. The amendment we are asking you to approve will allow Norfolk Southern the opportunity to make performance-based EMIP awards that are deductible under current tax laws.

On December 2, 2014, the Board approved the Amended EMIP, subject to stockholder approval at this meeting, primarily to qualify the annual incentive payments under the plan as performance-based compensation for purposes of Internal Revenue Code Section 162(m). Section 162(m) places a limit on the amount that a public company may deduct in a year for compensation

paid to the company’s chief executive officer or any of the company’s three other most highly compensated executive officers (other than its principal executive officer and principal financial officer) who are employed as of the end of the year. These individuals are defined as “covered employees” in Section 162(m).

However, performance-based compensation under Section 162(m) that is paid to a covered employee is not subject to the limitation on tax deductibility. One of the requirements to qualify as performance-based compensation under Section 162(m) is that stockholders have approved the plan under which the awards are granted and the material terms of the performance goals pursuant to which compensation is paid within the previous five years. Norfolk Southern’s stockholders last approved the EMIP in May 2010 with 94.9% of the vote for approval, excluding abstentions and shares that were not voted. Norfolk Southern is seeking stockholder approval of the Amended EMIP to assure that the plan can continue to provide participants with performance-based compensation that is deductible under current tax laws and regulations. However, Norfolk Southern reserves the right to pay compensation under the Amended EMIP that does not qualify as performance-based compensation under Section 162(m) as circumstances may warrant, as described inImpact of the Tax Treatment of Awards on Norfolk Southern’s Compensation Policies on page 60 of this proxy statement. Approval of this Item 4 will constitute approval of the Amended EMIP, including the material terms of the performance standards in the plan.

Since EMIP was last approved by stockholders in May 2010, the Board has made the following changes in the Amended EMIP, each as further described below:impaired.

Summary of Important Features of the Amended EMIP

The following paragraphs summarize the material terms of the Amended EMIP, including the Amended EMIP’s provisions regarding administration, eligibility, establishment and payment of annual incentive awards, individual performance adjustments, amendment and termination of the Amended EMIP, and the benefits under the Amended EMIP. The summary is qualified in its entirety by reference to the full text of the Amended EMIP.

Administration

The Amended EMIP can be administered by the Compensation Committee or any other committee of Norfolk Southern’s Board of Directors authorized to grant awards under the plan (the “Committee”). It is intended that each member of the Committee qualify as an outside director (as defined under Section 162(m)) and as an independent director under the rules of the New York Stock Exchange. The Committee has the sole discretion, subject to certain limitations, to interpret the Amended EMIP; to select eligible officers for participation; to determine the bonus levels under the Amended EMIP; to select performance criteria from the list specified in the plan and assign weights to the selected performance criteria; to set performance goals; and to adopt, amend and rescind rules relating to the Amended EMIP.

Eligibility

Board-elected officers at the level of Vice President and above are eligible to be selected by the Committee for participation in the plan. As of February 1, 2015,

there were 29 Board-elected officers at the level of Vice President and above eligible to participate in the plan.

Establishment of Incentive Groups, Bonus Levels, and Performance Standards

Not later than the first ninety days of an incentive year, the Committee establishes incentive groups and sets the bonus level for each incentive group. The bonus level is set as a percentage of a participant’s incentive-year salary. Each incentive year, the Committee selects one or more performance criteria and establishes performance goals for the selected criteria.

The Committee selects from among the following performance criteria or any combination thereof:

Earnings measures (including net income, earnings per share, income from continuing operations, income before income taxes, income from railway operations); return measures (including net income divided by total assets, return on shareholder equity, return on average invested capital); service measures (including connection performance, train performance, plan adherence); cash flow measures (including operating cash flow, free cash flow); productivity measures (including total operating expense per thousand gross ton miles or revenue ton miles, total operating revenue per employee, total operating expense per employee, gross ton miles or revenue ton miles per employee, carloads per employee, revenue ton miles per mile of road operated, total operating expense per carload, revenue ton miles per carload, gross ton miles or revenue ton miles per train hour, percent of loaded-to-total car miles, network performance); fair market value of shares of Norfolk Southern’s common stock; revenue measures; expense measures; operating ratio measures; customer satisfaction measures; working capital measures; cost control measures; economic value added measures; and safety measures.

The Committee has discretion to apply performance criteria on a corporate, division or department level and to assign weights to each selected performance criterion or any combination thereof. The Committee may establish performance goals for the performance criteria it selects either solely with respect to Norfolk Southern’s performance or by comparison to a published market or industry index.

Payment of Annual Incentive Awards

A participant’s annual incentive award is equal to the product of the corporate performance factor for the incentive year times the applicable bonus level times the participant’s salary for the incentive year.

At the end of each incentive year, the Committee determines the extent to which the established performance goals have been achieved for the incentive year and the corporate performance factor based upon Norfolk Southern’s performance with respect to that incentive year’s goals. In determining the corporate performance factor, special charges and restructuring charges, unusual or infrequent accounting adjustments which are significant, and restatements or reclassifications, all as determined in accordance with Generally Accepted Accounting Principles, will be excluded if they would have the effect of reducing the corporate performance factor, and will be included if they would have the effect of increasing the corporate performance factor, unless the Committee determines otherwise. The Committee also has discretion to include or exclude any of the following events in determining whether the corporate performance factor has been achieved: (a) litigation, claims, judgments, settlements or loss contingencies, (b) the effect of changes in tax law, accounting principles, or other such laws or provisions affecting reported results, or (c) accruals of any amounts for payment under the Plan or any of our other compensation arrangements.

Participants may elect to defer all or a portion of awards under the Amended EMIP to Norfolk Southern’s Executives’ Deferred Compensation Plan.

Individual Adjustments

The Amended EMIP provides that the Committee may review the performance of any of the covered employees and reduce the payment. For all other participants, the Amended EMIP provides that the chief executive officer may review the participant’s performance and increase or decrease the award of any such participant, provided that the amount of any increase will not exceed 25 percent of the award otherwise payable.

Clawback Provision

The Board of Directors may require reimbursement of all or any portion of an excess bonus that was paid to a participant under the plan if financial results are restated due to Norfolk Southern’s material noncompliance with any financial reporting requirement under the securities laws and if the excess bonus was distributed within three

years of the date that the restatement was disclosed. The excess bonus is the difference between the bonus paid to the individual and the bonus that would have been paid if calculated using the restated financial statements. Norfolk Southern is not required to award an additional annual incentive to participants if restated financial earnings would result in a higher payment. A bonus may also be recouped as necessary to comply with the law.

Amendment or Termination

The Amended EMIP will be effective the date the plan is approved by stockholders. The chief executive officer may make any amendments to the plan that are, in his or her discretion, ministerial, substantively administrative, or necessary to comply with statutory or other legally mandated requirements, where the implementation of such amendment does not result in a material cost to Norfolk Southern. All other amendments to the plan and any termination of the plan must be made by the Board of Directors, provided that no amendment or termination may deprive a participant of any rights previously accrued. A termination may not be effective for the same incentive year in which the Board took the necessary action to terminate the Amended EMIP.

Benefits Under the Plan

While the Amended EMIP will be effective the date the plan is approved by stockholders, the selection of performance criteria must be made within ninety days of the beginning of an incentive year and, as a result, the Amended EMIP will not be used by the Committee until the 2016 incentive year. Since the Board will not set the Executive Officers’ 2016 base salaries and bonus levels until late 2015, and the Committee will not establish 2016 performance criteria and performance goals until early 2016, it is not possible to determine the dollar value of the incentive opportunity or the actual amount of incentive pay that will be available for the 2016 incentive year (the first full incentive year in which Amended EMIP is effective). In addition, the benefits that may be paid under the Amended EMIP are not determinable for the 2015 fiscal year because Norfolk Southern cannot determine the extent to which the performance goals will be achieved in 2015.

Because the benefits that may be paid under the Amended EMIP are not determinable, the following chart shows the annual incentives that were paid under the existing EMIP for the 2014 fiscal year. A discussion of the performance criteria selected for the EMIP awards for 2014 and the results based on Norfolk Southern’s performance for that year, is found under the headingAnnual Incentive beginning on page 54 of this proxy statement.

NEW PLAN BENEFITS¹ TABLE

Norfolk Southern Corporation
Executive Management Incentive Plan
(indicates benefits that were earned
in 2014 under the existing EMIP)

¹The benefits included in this table are not new benefits; rather they are the benefits that were paid to officers under the existing EMIP for fiscal year 2014. Such awards were not contingent in any way upon results of the stockholder vote on this Amended EMIP.

²Includes officers, other than the officers listed individually in the table, who have been designated by the Board of Directors as Executive Officers for purposes of Section 16 of the Securities Exchange Act of 1934.

³Directors who are not officers are not eligible for Amended EMIP but are listed in the table to comply with SEC guidance.

The Board of Directors recommends a vote FOR approval of the Norfolk Southern Corporation Executive Management Incentive Plan, as amended.

Subject to stockholder approval at this meeting, the Board of Directors at its meeting on January 23, 2015, adopted certain amendments to the Norfolk Southern Corporation Long-Term Incentive Plan (“Amended LTIP”), as more fully described herein.

A copy of the Amended LTIP has been filed with the Securities and Exchange Commission as Appendix B to this proxy statement. The filing can be accessed atwww.sec.gov or on Norfolk Southern’s web site,www.nscorp.com in the “Investor Relations” section, under the “Financial Reports and Proxy Statements” subsection. In addition, stockholders who wish to request a paper copy of the Amended LTIP may contact: Denise W. Hutson, Corporate Secretary, Norfolk Southern Corporation, Three Commercial Place, Norfolk, Virginia 23510-9219 (telephone 757-823-5567).

The summary of the Amended LTIP set forth below describes only the material features of the plan. The Amended LTIP is available to stockholders, as noted above, and stockholders should reference the plan document as needed for other plan provisions and to clarify any part of this summary.

Purpose of the Amended LTIP

The Norfolk Southern Corporation Long-Term Incentive Plan (“LTIP”) helps drive the success of Norfolk Southern by providing an opportunity for non-employee directors, officers and other employees to acquire an ownership interest in Norfolk Southern and provide alignment of interest with its stockholders. We believe that this ownership interest provides participants with an additional incentive to devote their maximum efforts and skills to the advancement of Norfolk Southern. The LTIP also helps Norfolk Southern remain competitive in its ability to attract and retain qualified personnel. See the Compensation Discussion and Analysis section contained in this proxy statement for information regarding our executive compensation strategy, including additional information about the LTIP provided under the heading Long-Term Incentive Awards on page 56 of this proxy statement. LTIP was last approved by our stockholders at their Annual Meeting on May 13, 2010.

The Amended LTIP permits the grant of non-qualified stock options, incentive stock options, stock appreciation rights (settled in cash or in shares of stock as exercise gain shares), restricted shares, restricted stock units (settled in

cash or in shares of stock as restricted stock unit shares), and performance share units (settled in cash or in shares of stock as performance shares).

The following paragraphs summarize the material terms of the Amended LTIP, including the proposed material changes made in the Amended LTIP. The summary is qualified in its entirety by reference to the full text of the Amended LTIP.

Summary of Proposed Material Changes

Our Board of Directors approved the Amended LTIP on January 23, 2015, subject to stockholder approval at this meeting. The proposed material changes to the Amended LTIP are:

(1)Shares Available—Under LTIP, last approved by stockholders at their 2010 Annual Meeting, a total of 3.9 million shares of Norfolk Southern’s authorized but unissued Common Stock remained available for future grants to participants as of February 1, 2015. Under the Amended LTIP, an additional 8 million shares of Norfolk Southern’s stock are approved for issuance as of May 14, 2015.

(2)Maximum Award—The Amended LTIP provides that the maximum award of options, stock appreciation rights, restricted shares, restricted stock units and performance shares that can be made to a participant in one year is 1 million shares of stock underlying the awards and limits the annual aggregate grant date fair value of awards that can be made to a non-employee director to $500,000.

(3)Vesting Period—The LTIP previously required that the Committee impose a minimum restriction period of three years and a maximum restriction period of five years for grants of restricted shares and restricted stock units. The Amended LTIP eliminates the maximum restriction period and lowers the minimum restriction period for grants to non-employee directors from three years to one year. The Amended LTIP revises the definition of retirement for non-employee directors to eliminate the requirement to serve for two consecutive years to retain an award granted under the plan.

(4)Eliminate Potential Tax Gross-Up Payments—The Amended LTIP eliminates tax gross-up payments following a change in control of Norfolk Southern on awards that are subject to a retention agreement.

(5)Payment of Dividends—The Amended LTIP clarifies that if dividends are authorized on restricted shares subject to performance goals, then the dividends may be paid only to the extent that the performance goals are achieved.

(6)Accelerated Distribution on Death—The Amended LTIP accelerates the distribution of restricted shares and restricted stock units to the beneficiary following a participant’s death if the award was not subject to performance goals.

(7)Eliminate Adjustments for Individual Performance—The Amended LTIP eliminates Committee discretion to adjust the payout of restricted shares, restricted stock units and performance shares based on individual performance.

(8)Performance Standards—In addition to reapproving the previously established performance standards, the Amended LTIP clarifies that performance standards may be measured on an absolute or relative basis and may include network performance and economic value added measures.

(9)Compliance With Code Section 162(m)—Section 162(m) of the Internal Revenue Code places a limit on the amount that a public company may deduct in any one taxable year for compensation paid to the company’s chief executive officer or any of the company’s three other most highly compensated executive officers (other than its principal executive officer and principal financial officer) who are employed as of the end of the year. These individuals are defined as “covered employees” in Section 162(m). However, performance-based compensation under Section 162(m) that is paid to a covered employee is not subject to the limitation on tax deductibility. One of the requirements to qualify as performance-based compensation under Section 162(m) is that stockholders have approved the plan under which the awards are granted and the material terms of the performance goals pursuant to which compensation is paid within the previous five years. Norfolk Southern’s stockholders last approved the LTIP in May 2010 with 93.0% of shareholders approving, excluding abstentions and shares that were not voted. Norfolk Southern is seeking stockholder approval of the Amended LTIP to assure that the plan can continue to provide participants with performance-based compensation that is deductible under current tax laws and regulations. However, Norfolk Southern reserves the right to pay compensation under the Amended LTIP that does not qualify as

performance-based compensation as circumstances may warrant, as described inImpact of the Tax Treatment of Awards on Norfolk Southern’s Compensation Policies on page 60 of this proxy statement.

(10)Automatic Prorated Award for Certain Non-Employee Directors. The Amended LTIP provides an automatic award for new non-employee directors under the same terms as granted to other non-employee directors that year (if any grant was made), prorated based on the number of days remaining in the calendar year of the individual’s becoming a director.

Summary of the Important Features of the Amended LTIP

Administration

The Amended LTIP can be administered by the Compensation Committee or any other committee of Norfolk Southern’s Board of Directors authorized to grant awards under the Amended LTIP (the “Committee”). It is intended that each member of the Committee qualify as an outside director (under Section 162(m)), as a non-employee director under Rule 16b-3 of the Securities Exchange Act of 1934, and as an independent director under the rules of the New York Stock Exchange. The Committee has the sole discretion, except as may be delegated to the chief executive officer, to interpret the Amended LTIP; to select participants; to determine the type, size, terms and conditions of awards; to authorize the grant of awards; and to adopt, amend and rescind rules relating to the Amended LTIP. The Committee may delegate authority to the chief executive officer to select the officers and employees who participate in the Amended LTIP (provided, however, that only the Committee may grant awards to the chief executive officer and Executive Officers); to determine the type, size, terms and conditions of awards under the Amended LTIP; and to authorize the grant of awards.

The Amended LTIP permits the Committee to authorize the exchange of a new award for one that currently is outstanding only in the event of a merger or consolidation of Norfolk Southern and only to the extent such exchange is permissible under Internal Revenue Code Section 409A.

Eligibility

To be eligible to be a participant in the Amended LTIP, an individual on the date an award is made must be a full-time nonagreement officer or employee who is a participant in Norfolk Southern’s Executive Management Incentive

Plan or Management Incentive Plan, or be designated as a full-time nonagreement employee of Norfolk Southern or its subsidiaries who can make an appreciable contribution to the attainment of Norfolk Southern’s overall business objectives, as determined by the Committee, and reside in the United States or Canada. Non-employee directors of Norfolk Southern are also eligible for selection by the Committee to participate in the Amended LTIP. As of February 1, 2015, there were 11 non-employee directors, 9 officers designated as executive officers (“Executive Officers”) by Norfolk Southern’s Board of Directors, and 20 participants (other than Executive Officers) in the Executive Management Incentive Plan or Management Incentive Plan who were eligible for selection by the Committee to participate in the Amended LTIP.

Fungible Share Ratio

The Amended LTIP maintains a fungible share reserve ratio so that, for awards granted after the date of the stockholders’ 2010 Annual Meeting, the number of shares remaining available for issuance under the Amended LTIP will be reduced by 1 for each award granted as an option or stock-settled stock appreciation right, or by 1.61 for each full value award (i.e., restricted shares, restricted stock units, or performance share units).

Under the Amended LTIP, shares that are forfeited, cancelled, exchanged, surrendered, terminated or expired again are available for awards under the plan, using the same fungible share ratios as applied to the shares that were forfeited. Thus, if a stock-based award other than an option or a stock appreciation right is forfeited, then 1.61 shares will again be available for awards under the plan for every one share or unit forfeited. However, the following shares will not be available again for awards under the plan: (1) shares not issued or delivered as a result of the net settlement of an outstanding stock appreciation right or option, (2) shares used to pay the exercise price or withholding taxes related to an outstanding award, or (3) shares repurchased on the open market with proceeds of an option exercise.

Incentive Stock Options

The Committee may grant incentive stock options, as defined under Internal Revenue Code Section 422, which are subject to the following terms and conditions: (1) the option price per share will be determined by the Committee but will not, in any event, be less than 100% of the fair market value of the stock on the award date; (2) the term of the option will be fixed by the Committee but will not, in any event, exceed ten years from the

date the option is granted; (3) options may be exercised during the lifetime of the participant, and following his death only by the beneficiary (or, if the beneficiary dies after the participant, but before the option is exercised and before such rights expire, by the beneficiary’s estate) but otherwise options may not be assigned or alienated; (4) options will not be exercisable before one year after the date of grant, or such longer period as the Committee may determine; (5) the purchase price of stock upon exercise of an option will be paid to Norfolk Southern at the time of the exercise of the option in cash, or at the discretion of the Committee, by surrender of shares of previously acquired Norfolk Southern stock which have been held by a participant for at least six months next preceding the date of exercise and which will be valued at fair market value on the date of the option exercise; and (6) an option will expire upon the earliest of (i) the expiration of its term, (ii) for a participant whose employment is terminated due to retirement, disability or death, the expiration of its term (except as otherwise provided by the Committee), (iii) the last day of active service of a participant whose employment is terminated for any reason other than retirement, disability or death, (iv) the last day of employment of a participant who is granted a leave of absence if the participant’s employment terminates at any time during or at the end of the leave of absence, or (v) in connection with the merger or consolidation of Norfolk Southern, the date of grant of a new award to replace the option.

Non-Qualified Stock Options

The Committee may authorize the grant of non-qualified stock options subject to the same terms, conditions and restrictions previously set forth for incentive stock options.

Stock Appreciation Rights

The Committee may grant a stock appreciation right (“SAR”) in tandem with an option or on a stand alone basis. If granted in connection with an option, the SAR can be exercised on the same basis as the option to which it relates. If granted on a stand alone basis, the SAR can be exercised at a price not less than 100% of the fair market value of Norfolk Southern’s stock on the award date and during a term not exceeding 10 years from the award date. The Committee may provide that the SAR will be settled in cash (“cash-settled SAR”) or in shares of Norfolk Southern stock (“stock-settled SAR”).

Upon exercise, tandem and stand alone SARs entitle a participant to receive shares of common stock equal to the number of shares of stock that have an aggregate fair market value on the exercise date equal to the amount by which the fair market value of one share of stock exceeds the option price per share of the related option, multiplied by the number of shares covered by the related option. If granted in tandem with an option, a participant must surrender to Norfolk Southern the related unexercised option in order to exercise the SAR.

Upon exercise of a cash-settled SAR, a participant receives cash equal to the amount by which the fair market value of a share of stock on the date of exercise exceeds the option price per share of the related option, multiplied by the number of shares covered by the related option.

Restricted Shares and Restricted Stock Units

The Committee may grant restricted shares or restricted stock units subject to a restriction period of not less than 36 months, or for non-employee directors not less than 12 months.

Restricted shares are subject to any restrictions the Committee establishes (including any limitation on the right to vote restricted shares or the right to receive dividends), and the restrictions may lapse separately or in combination. Until the restriction period lapses, the participant may not sell, transfer, assign, pledge or otherwise dispose of the shares.

The Committee may authorize that restricted stock units be payable in cash or in shares of stock following the later of the end of the restriction period or any applicable retention agreement. During the restriction period, a participant will not have beneficial ownership interest in the stock underlying the units and will not have the right to vote the shares or receive dividends.

The Committee determines at the time an award is granted whether restricted shares or restricted stock units are subject to achievement of specified performance goal(s) and whether the restriction period is subject to early termination upon achievement of the goals. Restricted shares, including any dividends, and restricted stock units will be forfeited to the extent any performance goals are not achieved.

Restricted shares and restricted stock units will be forfeited upon termination of employment before the end of the restriction period, unless a participant’s employment is terminated by retirement, disability or death. The Committee may waive any or all restrictions

on restricted shares and restricted stock units awarded under the Amended LTIP. If the restrictions are waived, restricted stock units will be settled on the same date as would have applied absent a waiver of restrictions if no performance goals were imposed, or within two and one half months after the end of the year in which all restrictions are either waived or satisfied if performance goals were imposed.

Performance Share Units

The Committee may grant performance share units (“PSUs”) which entitle the participant to receive shares of stock or cash (or a combination thereof) as determined by the Committee, upon achievement of performance goals over a specified performance cycle. The Committee selects performance criteria, establishes the performance goals and determines the performance cycle over which the selected goals will apply. The Committee determines whether the goals have been met and authorizes the issuance of performance shares to participants. PSUs are forfeited to the extent performance goals are not achieved.

If a participant’s employment terminates before the end of the performance cycle for any reason other than retirement, disability or death, the participant forfeits all PSUs.

Performance Criteria

For performance share units and for any restricted shares or restricted stock units that are subject to performance goals, the Committee selects one or more of the following performance criteria:

Earnings measures (including net income, earnings per share, income from continuing operations, income before income taxes, income from railway operations); return measures (including net income divided by total assets, return on shareholder equity, return on average invested capital); cash flow measures (including operating cash flow, free cash flow); productivity measures (including total operating expense per thousand gross ton miles or revenue ton miles, total operating revenue per employee, total operating expense per employee, gross ton miles or revenue ton miles per employee, carloads per employee, revenue ton miles per mile of road operated, total operating expense per carload, revenue ton miles per carload, gross ton miles or revenue ton miles per train hour, percent of loaded-to-total car miles, network performance); fair market value of shares of Norfolk Southern’s Common Stock;

revenue measures; expense measures; operating ratio measures; customer satisfaction measures; working capital measures; cost control measures; total shareholder return measures; economic value added measures; and safety measures.

The Committee sets the performance goals and weighting percentages for the criteria and determines the length of the performance period and/or restriction period, if applicable, over which the selected performance goals apply.

After the end of the performance cycle, the Committee determines the extent to which the Performance Goals were achieved. Special charges and restructuring charges, unusual or infrequent accounting adjustments which are significant, and restatements or reclassifications, all as determined in accordance with Generally Accepted Accounting Principles, are excluded if they would have the effect of reducing the percentage of performance goals achieved, and are included if they would have the effect of increasing the percentage of performance goals achieved, unless the Committee determines otherwise.

Retention Agreements

The Committee may require as a condition of restricted stock units that the participant enter into a retention agreement with Norfolk Southern providing that shares or cash to be earned at the end of the restriction period are subject to retention for a specified period of time.

In addition, the Committee may require that exercise gain shares, performance shares, restricted shares, or restricted stock unit shares are subject to retention. In that case, the shares of stock underlying the awards will be held by Norfolk Southern until expiration of the retention period (or waiver of the retention period by the Committee). Shares subject to retention cannot be sold, transferred, assigned, pledged, conveyed or otherwise disposed of by the participant.

Retention periods cease upon a Change in Control. Generally, a Change in Control occurs if: (1) any person becomes the beneficial owner of 20% or more of the stock, (2) any consolidation or merger occurs in which Norfolk Southern is not the surviving corporation or any sale or lease of substantially all Norfolk Southern’s assets occurs, or (3) within any period of two consecutive years the composition of the Board of Directors of Norfolk Southern changes such that the directors in office at the beginning of the period (along with any new directors elected by at least two thirds of the incumbent directors) no longer constitute a majority of the Board.

Dividend Equivalent Payments

The Committee may authorize the immediate payment of dividend equivalents on stock covered by an option or stock appreciation right in an amount equal to, and commensurate with, dividends paid on Norfolk Southern’s stock. Dividend equivalents on options or SARs may be paid in cash or stock.

The Committee may authorize the immediate or deferred payment of dividend equivalents on stock underlying restricted stock units that are not subject to performance goals, payable in cash or stock. The Committee also may authorize the deferred payment of dividend equivalents on stock underlying performance share units or restricted share units subject to performance goals. Deferred dividend equivalents for awards subject to performance goals may be paid only to the extent that performance goals on the underlying award are achieved are payable in cash or converted to additional performance shares or restricted stock unit shares (as applicable).

Dividend equivalents are not paid or accrued during a participant’s leave of absence.

Non-Compete Covenants

The Committee may require as a condition of any award that the participant enter into a non-compete, non-solicitation and confidentiality agreement, and/or that the award is subject to immediate forfeiture if the participant engages in competing employment for a specified period of time following termination of employment.

Amendment or Termination

The Board of Directors may at any time further amend the Amended LTIP, provided that no change in any awards previously granted to a participant can be made which would impair the rights of a participant without that participant’s consent. In addition, the Board may not, without stockholder approval, make any amendment that materially increases the benefits accruing to participants under the plan, materially increases the number of securities that may be issued under the plan, or materially modifies the requirements for participation in the plan or where such approval otherwise is necessary to comply with listing standards of the New York Stock Exchange, the requirements of any rule(s) under Section 16 of the Securities Exchange Act of 1934 or other Federal or state laws or regulations as may be applicable.

Tax Status

Under current Federal income tax laws, the principal Federal tax consequences to participants and Norfolk Southern of the grant and exercise of incentive stock options and non-qualified stock options are summarized below:

Incentive Stock Options.No income results to a participant upon the grant or exercise of an incentive stock option, provided that (1) there is no disqualifying disposition of option stock within one year after the transfer of option stock to the participant; and (2) the participant is an employee of Norfolk Southern at all times during the period beginning on the date of grant and ending on the date three months (or twelve months in the case of a participant who is totally and permanently disabled) prior to the date of exercise. In the event of a disposition of option stock following the expiration of one year after the transfer of the stock to the participant, any gain or loss, equal to the difference between the amount realized upon the disposition and the option price, generally will be taxable as long-term capital gain or loss. In the event of a disqualifying disposition of option stock prior to the expiration of the one-year holding period, the participant will recognize ordinary income equal to the excess of the fair market value of the option stock at the time of exercise (or the amount realized upon such disposition, if less) over the option price. If the amount realized upon the disqualifying disposition exceeds the fair market value of the option stock at the time of exercise, the excess will be taxable as short-term capital gain. If the amount realized upon the disqualifying disposition is less than the

option price, the participant will recognize a short-term capital loss equal to the excess of the option price over the amount realized.

No deduction is allowable to Norfolk Southern upon the grant or exercise of an incentive stock option. In the event that a participant recognizes ordinary income as a result of a disqualifying disposition of the option stock, Norfolk Southern generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the participant.

Non-Qualified Stock Options.No income is recognized upon the grant of a non-qualified stock option. The participant recognizes ordinary income upon exercise of the non-qualified stock option equal to the excess of the fair market value of the option stock on the date of exercise over the option price.

Norfolk Southern generally will be entitled to a deduction equal to the ordinary income recognized by the participant in the same taxable year in which the participant recognizes ordinary income with respect to non-qualified stock options.

Awards

Grants under the plan are made solely in the discretion of the Committee, and, if properly delegated, the chief executive officer. For this reason, it is not possible to determine the grants that will be made to our directors, officers or other employee participants if stockholder approval is obtained.

The Board of Directors recommends a vote FOR approval of the Norfolk Southern Corporation Long-Term Incentive Plan, as amended.

OTHER MATTERS

The Board of Directors does not know of any other matters to be presented at the 2015 Annual Meeting, other than as noted elsewhere in this proxy statement. If other matters are properly brought for a vote before the 2015 Annual Meeting or at any postponement or adjournment thereof, your proxy gives authority to the persons named as proxies on the proxy card or voting instruction form to vote on these matters in accordance with their best judgment. The Chairman may refuse to allow the presentation of a proposal or a nomination for the Board at the Annual Meeting if it is not properly submitted.