UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

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Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities

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Notice and Proxy Statement

Annual Meeting of Stockholders

NORFOLK SOUTHERN CORPORATION

Three Commercial Place, Norfolk, Virginia 23510

2014 Proxy Statement NS NORFOLK SOUTHERN Notice of the 2014 Annual Meeting

of Stockholders to be Held

on and 2014 Proxy Statement Thursday, May 9, 2013

We will hold our Annual Meeting of Stockholders8, 2014, at the8:30 A.M. Eastern Daylight Time Conference Center, Williamsburg Lodge, South England Street, Williamsburg, Virginia on2014 PROXY Statement NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement

NS NORFOLK SOUTHERN NORFOLK SOUTHERN CORPORATIONNNS 2014 Proxy Statement \ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS NORFOLK SOUTHERN CORPORATION Three Commercial Place, Norfolk, Virginia 23510 Thursday, May 9, 2013, at 10:008, 2014 8:30 A.M., Eastern Daylight Time Conference Center, Williamsburg Lodge, South England Street, Williamsburg, Virginia Agenda We will hold our Annual Meeting of Stockholders for the following purposes:

1. Election of thirteen directors for one year terms ending in 2015. 2. Ratification of the appointment of KPMG LLP, independent registered public accounting firm, as our independent auditors for 2014. 3. Approval, by non-binding vote, of executive compensation. 4. If properly presented at the meeting, consideration of a stockholder proposal concerning an independent chairman of the board of directors. Transaction of such other business as properly may come before the meeting and any adjournments or postponements of the meeting. Record Date Only stockholders of record as of the close of business on March 1, 2013February 27, 2014, will be entitled to notice of, and to vote at, the meeting.

Admission Only stockholders or their legal proxies may attend the Annual Meeting. To be admitted, you must bring photo identification and – if you are a beneficial owner of shares held in street name – proof of stock ownership. Refer to page 2 for information about attending the Annual Meeting. By order of the Board of Directors, DENISE W. HUTSON Corporate Secretary Dated: March 20, 201319, 2014 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 8, 2014 Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Availability of Proxy Materials, or Notice, to certain of our stockholders of record, and we are sending a paper copy of the proxy materials and proxy card to other stockholders of record who we believe would prefer receiving such materials in paper form. Brokers and other nominees who hold shares on behalf of beneficial owners may be sending their own similar Notice. In accordance with SEC rules, you may access our notice and proxy statement and Annual Report at www.voteproxy.com, which does not have “cookies” that identify visitors to the site. The Notice also includes instructions for requesting a printed copy of the materials. The notice and proxy statement are also available at that web site. In addition, this proxy statement and our Annual Report are available on our web site at www.nscorp.com.

If you do not expect to attend the meeting, we urge you to provide your proxy by marking, dating and signing the enclosed proxy card and returning it in the accompanying envelope, or by submitting your proxy over the telephone or the Internet as more particularly described on the enclosed proxy card. You may revoke your proxy at any time before your shares are voted by following the procedures described in the accompanying proxy statement.

TABLE OF CONTENTS

Norfolk Southern Corporation

Three Commercial Place

Norfolk, Virginia 23510

March 20, 2013

PROXY STATEMENT

This proxy statement and Advance Voting Methods Even if you plan to attend the accompanying proxy card relate to the Board of Directors’ solicitation of your proxy for use at our2014 Annual Meeting of Stockholders in person, please vote right away using one of the following advance voting methods (see page 1 for additional details). Make sure to be held on May 9, 2013. We began mailing to you and other stockholders this proxy statement and the accompanyinghave your proxy card or voting instruction form in hand and follow the instructions. You can vote in advance in one of four ways: Visit the website listed on approximately March 20, 2013,your proxy card/voting instruction form to vote VIA THE INTERNET Call the telephone number on your proxy card/voting instruction form to vote BY TELEPHONE Sign, date and return your proxy card/voting instruction form in orderthe enclosed envelope to furnish information relating tovote BY MAIL Scan the business to be transactedQR code found at the 2013 Annual Meeting. We also included a copyend of this statement to vote VIA MOBILE DEVICE

NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement TABLE OF CONTENTS GENERAL INFORMATION 1 2014 PROXY SUMMARY 4 DIRECTOR NOMINEES 5 BOARD OF DIRECTOR PROPOSALS 5 BUSINESS HIGHLIGHTS 6 TOTAL STOCKHOLDER RETURN 7 COMPENSATION ALIGNMENT 7 PROXY STATEMENT 8 PROPOSALS REQUIRING YOUR VOTE 8 ITEM 1: ELECTION OF DIRECTORS 8 ITEM 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 13 ITEM 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 13 ITEM 4: STOCKHOLDER PROPOSAL CONCERNING AN INDEPENDENT CHRMN. OF THE BOARD OF DIRECTORS . 14 OTHER MATTERS 16 SUPPLEMENTAL INFORMATION 17 BENEFICIAL OWNERSHIP OF STOCK 17 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 19 BOARD OF DIRECTORS 20 COMPOSITION AND ATTENDANCE 20 CORPORATE GOVERNANCE 20 QUALIFICATIONS OF DIRECTORS AND NOMINEES 21 DIRECTOR INDEPENDENCE 22 RETIREMENT POLICY 23 COMPENSATION OF DIRECTORS 24 NARRATIVE TO NON-EMPLOYEE DIRECTOR COMPENSATION TABLE 25 RISK OVERSIGHT 27 COMMITTEES OF THE BOARD 27 AUDIT COMMITTEE REPORT 31 RELATED PERSON TRANSACTIONS 31 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 32 EXECUTIVE COMPENSATION 32 COMPENSATION DISCUSSION AND ANALYSIS 32 COMPENSATION TABLES 48 RETIREMENT BENEFITS 59 DEFERRED COMPENSATION 60 POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OR OTHER TERMINATION OF EMPLOYMENT 61 COMPENSATION POLICY RISK ASSESSMENT 70 COMPENSATION COMMITTEE REPORT 71 STOCKHOLDER PROPOSALS 72

1 2014 PROXY SUMMARY NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement GENERAL INFORMATION Voting and Proxies The following questions and answers provide guidance on how to vote your shares. WE WANT TO HEAR FROM YOU – VOTE TODAY. Who can vote? Stockholders who are record owners of our 2012 Annual Report and its Form 10-K (referred to together herein as the “annual report”) in the mailing for informational purposes; the annual report is not a part of the proxy solicitation materials.

2013 PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting.

Annual Meeting of Stockholders

Meeting Agenda and Voting Matters

Transact other business that properly comes before the meeting

Director Nominees

Board of Director Proposals

Ratification of KPMG as Auditor for 2013. As a matter of good governance, we are asking stockholders to ratify the selection of KPMG as our independent auditors for 2013.

Advisory Resolution to Approve Executive Compensation. We are asking our stockholders to approve on an advisory basis our named executive officer compensation. The Board recommends a FOR vote because it believes that our compensation policies and practices are effective in achieving the company’s goals of aligning executives’ compensation with overall business strategies, attracting and retaining highly qualified executives and providing incentives that drive stockholder value.

BUSINESS HIGHLIGHTS

This summary provides highlights from our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on February 15, 2013, to assist you in reviewing Norfolk Southern’s 2012 performance. The information contained below is only a summary, and you should refer to the more fulsome discussions contained in our 2012 10-K for additional information about these highlights.

Our strong 2012 financial results during uncertain economic conditions demonstrated our commitment to controlling costs and improving productivity while continuing to provide high service levels for our customers.

Our 2012 railway operating revenues, income from railway operations, net income and earnings per share were down modestly as compared to record 2011 results, but were our second-highest ever results for these measures. During 2012:

COMPENSATION ALIGNMENT

Bylaw Amendment on Stockholder Right to Call a Special Meeting. We are requesting that our stockholders approve an amendment to Norfolk Southern’s Bylaws that would permit holders of record of at least twenty percent (20%) of the voting power of the Corporation’s outstanding common stock to call a special meeting of stockholders. Currently, Norfolk Southern’s Bylaws provide that only the Chief Executive Officer or a majority of the Board of Directors may call a special meeting of stockholders. The Board of Directors believes that granting such a right to stockholders is good corporate governance.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 9, 2013

Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the Internet.In accordance with SEC rules, you may access our notice and proxy statement and annual report at www.voteproxy.com, which does not have “cookies” that identify visitors to the site. The notice and proxy statement are also available at that web site.In addition, this proxy statement and our annual report are available on our web site atwww.nscorp.com.

INFORMATION ABOUT VOTING

Only stockholders of record as of the close of business on March 1, 2013,February 27, 2014, are entitled to notice of and to vote at the 20132014 Annual Meeting. As of the March 1, 2013,close of business on the February 27, 2014, record date, [            ]330,079,393 shares of our common stock were issued and outstanding. Of those shares, [            ]309,758,616 shares were owned by stockholders entitled to one vote per share. The remaining [            ]20,320,777 shares were held by our wholly owned subsidiaries, which are not entitled to vote those shares under Virginia law.

What will I be voting on? Stockholders will be voting (i) to elect directors of the Corporation, (ii) to appoint KPMG as auditors of the Corporation, (iii) in an advisory, non-binding capacity, on the approach to executive compensation disclosed in the Compensation Discussion and Analysis in this Proxy Statement and (iv) if properly presented at the meeting, to consider one stockholder proposal concerning an independent chairman of the board of directors. Our Board of Directors is recommending that stockholders vote FOR items (i) through (iii) and AGAINST item (iv). How many shares are needed at the Annual Meeting to constitute a quorum? The presence, either in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the 2014 Annual Meeting is necessary to constitute a quorum. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. How will these matters be decided at the meeting? A majority of votes cast, in person or by proxy, will constitute approval of these matters at the Annual Meeting. More information on the voting requirement for each item is included in the description of the matter in the proxy statement. Who is soliciting my proxy? The Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting of Stockholders. If you give the Board of Directors your proxy, your shares will be voted in accordance with the selections you indicate on the proxy card. Who is paying for this solicitation? The Corporation pays the cost of preparing proxy materials and soliciting proxies, including the reimbursement, upon request, of trustees, brokerage firms, banks and other nominee record holders for the reasonable expenses they incur to forward proxy materials to beneficial owners. Our officers and other regular employees may solicit proxies by telephone, facsimile, electronic mail or personal interview; they receive no additional compensation for doing so. We have retained Innisfree M&A Incorporated to assist in the solicitation of proxies at an anticipated approximate cost of $12,500 plus reasonable out-of-pocket expenses. What is the difference between holding shares as a stockholder of record and as a beneficial stockholder? If your shares are registered directly in your name with the Corporation’s transfer agent, American Stock Transfer and Trust Company, you are considered a stockholder of record with respect to those shares. If your shares are held in a brokerage account or bank, broker or other nominee, you are considered the “beneficial owner” of such shares. How do I vote if I am a record stockholder? If you are the record owner of any shares of our common stock (the shares are registered in your name), you may vote your shares by submitting your proxy card or by voting in person at the Annual Meeting. As a convenience, you may vote by telephone or the Internet in the manner described on the enclosed proxy card. Or, you may vote by mail by marking, dating and signing the enclosed proxy card and returning it to American Stock Transfer and Trust Company Shareholder Services. Alternatively, you may vote in person at the 20132014 Annual Meeting.

2 2014 PROXY SUMMARY NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement How do I vote in person at the Annual Meeting? To obtain directions to attend the meeting and vote in person, you may contact: Howard D. McFadden,Denise W. Hutson, Corporate Secretary Norfolk Southern Corporation Three Commercial Place, 13th Floor Norfolk, Virginia 23510-9219 (telephone 757-823-5567)Telephone: 757-823-5567 If you are not a record stockholder, you can only vote in person at the Annual Meeting if you bring a proxy from the record holder (the broker, bank or other nominee who holds your shares).

How do I gain admission to the Annual Meeting? Only stockholders or their legal proxies may attend the Annual Meeting. If you are a record owner of shares held in your name, you must bring a valid, government-issued photo identification. If you are a beneficial owner of shares held in street name by a broker, bank, or other nominee, you must bring a valid, government-issued photo identification and proof of beneficial ownership, such as: 1) a copy of the voting information form from your bank or broker, with your name on it; 2) a letter from your bank or broker stating that you owned shares of our common stock as of the Record Date, or 3) a brokerage account statement indicating that you owned shares of our common stock as of the Record Date. How do I vote if I am a beneficial stockholder? If you are the beneficial owner of any shares held in street name by a broker, bank or other nominee, you may vote your shares by submitting your voting instructions to that entity. Please refer to the voting instruction card that your broker, bank or other nominee record holder included with these materials. Your shares may be voted on certain matters if they are held in street name by a broker, even if you do not provide the record holder with voting instructions; brokers have the authority under New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters. The ratification of the selection of KPMG LLP as our independent registered public accounting firm (Item 2) is considered a routine matter for which brokers may vote shares they hold in street name, even in the absence of voting instructions from the beneficial owner. The election of directors (Item 1), advisory vote on executive compensation (Item 3), and special meeting bylaw amendmentstockholder proposal (Item 4) are not considered routine matters, and a broker cannot vote shares it holds in street name on these proposals if it has not received voting instructions from the beneficial owner of the shares with respect to the proposals (“broker non-vote”).

How do I vote if I own common stock through an employee plan? If shares are credited to your account in the Norfolk Southern Corporation Thoroughbred Retirement Investment Plan or the Thrift and Investment Plan, your proxyyou will receive an instruction card from the trustee of that plan. Your instruction card submitted in the form of a

proxy card orby mail, over the telephone or Internet serves as voting instructions for the trustee of the plans, Vanguard Fiduciary Trust Company. If your proxy is not received by 5 P.M. Eastern Time on May 6, 2013,5, 2014, the trustee of these plans will vote your shares for each item on the proxy card in the same proportion as the shares that are voted for that item by the other participants in the respective plan.

What if I change my mind after I vote? Any stockholder of record may revoke a previously submitted proxy at any time before the shares are voted by: (a) giving written notice of revocation to our Corporate Secretary; (b) submitting subsequent voting instructions over the telephone or the Internet; (c) delivering a validly completed proxy card bearing a later date; or (d) attending the 20132014 Annual Meeting and voting in person.

The presence, either For shares you hold beneficially in personstreet name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee, or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares, by proxy,attending the 2014 Annual Meeting and voting in person. What is householding? As permitted by the Securities Exchange Act of 1934, we may deliver a single copy of the holders of a majority of the outstanding shares of our common stock entitled to vote at the 2013 Annual Meeting is necessary to constitute a quorum. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum.

We will pay the cost of preparing proxy materials and soliciting proxies, including the reimbursement, upon request, of trustees, brokerage firms, banks and other nominee record holders for the reasonable expenses they incur to forward proxy materials to beneficial owners. Our officers and other regular employees may solicit proxies by telephone, facsimile, electronic mail or personal interview; they receive no additional compensation for doing so. We have retained Innisfree M&A Incorporated to assist in the solicitation of proxies at an anticipated cost of $12,500 plus reasonable out-of-pocket expenses.

We currently plan to deliver multiple annual reportsReport and proxy statementsstatement to multiple record stockholders sharing an address, but intermediaries may choose to deliver a single copy of one or both of these documents.address. This is known as householding. Upon request, we will promptly deliver a separate copy of the annual reportAnnual Report or proxy statement to a stockholder at a shared address to which a single copy of the document was delivered. If you would like a separate copy of this proxy statement or the 20122013 Annual Report now or in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you may contact: Howard D. McFadden,Denise W. Hutson, Corporate Secretary, Norfolk Southern Corporation, Three Commercial Place, 13th Floor, Norfolk, Virginia 23510-9219 (telephone 757-823-5567)757-823- 5567).

CONFIDENTIALITY

3 2014 PROXY SUMMARY NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement Are votes confidential? Who counts the votes? We have policies in place to safeguard the confidentiality of proxies and ballots. American Stock Transfer and Trust Company, Brooklyn, N.Y., which we have retained to tabulate all proxies and ballots cast at the 20132014 Annual Meeting, is bound contractually to maintain the confidentiality of the voting process. In addition, each Inspector of Election will have taken the oath required by Virginia law to execute duties faithfully and impartially.

None of our employees or members of our Board of Directors have access to completed proxies or ballots and, therefore, do not know how individual stockholders vote on any matter. However, when a stockholder writes a question or comment on a proxy or ballot, or when there is a need to determine the validity of a proxy or ballot, our management and/or their representatives may be involved in providing the answer to the question or in determining such validity. Who can I call with questions? You may contact: Denise W. Hutson, Corporate Secretary Norfolk Southern Corporation Three Commercial Place, 13th Floor Norfolk, Virginia 23510-9219 Telephone: 757-823-5567 How may I contact the transfer agent? You may contact American Stock Transfer and Trust Company, LLC (“AST”) at 877-864-4750.

4 2014 PROXY SUMMARY NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement 2014 PROXY SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting. Annual Meeting of Stockholders Time and Date Thursday, May 8, 2014, at 8:30 A.M., Eastern Daylight Time Place Conference Center, Williamsburg Lodge South England Street, Williamsburg, Virginia Record Date February 27, 2014 Voting Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at this meeting. Business of the Meeting Page Board Vote Recommendation (for additional information) Election of 13 Directors FOR EACH NOMINEE 8 Other Board Proposals: • Ratification of KPMG as Auditor for 2014 13 • Advisory Resolution to Approve Executive Compensation 13 Stockholder Proposal Concerning an Independent Chairman of the Board of Directors 14 Transact other business that properly comes before the meeting or any adjournment or postponement thereof. FOR FOR AGAINST

5 2014 PROXY SUMMARY NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement DIRECTOR NOMINEES Name Age Director Since Principal Occupation Independent Committee Memberships Thomas D. Bell, Jr. 64 2010 Chairman Mesa Capital Partners, LLC v Compensation Executive Finance Erskine B. Bowles 68 2011 Senior Advisor BDT Capital Partners, LLC v Compensation Finance Robert A. Bradway 51 2011 Chairman and CEO Amgen, Inc. v Audit Governance & Nominating Wesley G. Bush 52 2012 Chairman, CEO and President Northrup Grumman Corp. v Compensation Finance Daniel A. Carp 65 2006 Non-Executive Chairman Delta Air Lines, Inc. v Compensation Governance & Nominating Executive Karen N. Horn 70 2008 Partner Brock Capital Group v Audit Governance & Nominating Steven F. Leer 61 1999 Executive Chairman Arch Coal, Inc. v Compensation Governance & Nominating Executive Michael D. Lockhart 64 2008 Former Chairman, President and CEO Armstrong World Industries, Inc. v Audit Finance Amy E. Miles 47 2014 CEO Regal Entertainment Group v Audit Finance Charles W. Moorman, IV 62 2005 Chairman and CEO Norfolk Southern Corp. Executive Martin H. Nesbitt 51 2013 Co-Founder The Vistria Group v Audit Finance James A. Squires 52 2014 President Norfolk Southern Corp. John R. Thompson 62 2013 Former Senior Vice President Best Buy.com v Audit Governance & Nominating BOARD OF DIRECTOR PROPOSALS Ratification of KPMG as Auditor for 2014. As a matter of good governance, we are asking stockholders to ratify the selection of KPMG as our independent auditors for 2014. Advisory Resolution to Approve Executive Compensation. We are asking our stockholders to approve, on an advisory basis, our named executive officer compensation. The Board recommends a FOR vote because it believes that our compensation policies and practices are effective in achieving the company’s goals of aligning executives’ compensation with overall business strategies, attracting and retaining highly qualified executives, and providing incentives that drive stockholder value.

6 2014 PROXY SUMMARY NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement BUSINESS HIGHLIGHTS This summary provides highlights from our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on February 14, 2014, to assist you in reviewing Norfolk Southern’s 2013 performance. The information contained below is only a summary, and you should refer to the more comprehensive discussions contained in our 2013 10-K for additional information about these highlights. Our strong 2013 financial results during uncertain economic conditions demonstrated our ability to leverage existing and new markets, and our commitment to controlling costs and improving productivity, all while continuing to provide high service levels for our customers. Our 2013 railway operating revenues were a record high at $11.2 billion, income from railway operations were a record high at $3.3 billion, and our net income of $1.9 billion created a record $6.04 earnings per diluted share. During 2013: • Our financial results were achieved in the face of a 12% decline in coal revenues, but with the benefit of significant revenue increases in general merchandise (7%) and intermodal (6%). • Our operating expenses increased only 1% for the year while handling 3% more volume than 2012. Our strong operating performance was reflected both in our operating composite service metric, which has held at 83% for the past two years, and in our operating ratio, which set a record at 71%. • We generated $3.1 billion in cash from operations, from which we were able to invest $2 billion in capital spending and distribute $637 million in dividends. The remainder, combined with borrowing proceeds, supported $627 million of share repurchases and retirement of 8.3 million shares of stock. • We continued to invest in our network through our capital spending program. As part of our Crescent Corridor intermodal initiative, we opened a new intermodal facility in Greencastle, PA, and a number of new lanes. The Crescent Corridor generated solid growth throughout 2013, a trend we expect to continue through 2014 and beyond. The following table shows our total shareholder returns over a five year period:

7 2014 PROXY SUMMARY NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement *Assumes the value of the investment in Norfolk Southern Common Stock and each index was $100 on December 31, 2008, and that all dividends were reinvested. COMPENSATION ALIGNMENT • The compensation earned in 2013 by our Chief Executive Officer (“CEO”), President and Executive Vice Presidents (“EVPs”) who are named executive officers, as described in the Compensation Discussion and Analysis section of this Proxy Statement, reflect our policy of having a significant portion of executive income tied to corporate performance and shareholder returns. • 78% of our CEO’s compensation and 66% of the other Named Executive Officers’ compensation awarded for 2013 was at risk, and the earnout of 54% of the CEO’s compensation and 48% of the other named executive officers’ compensation was based on the achievement of established corporate performance goals. • 72% of our CEO’s compensation and 56% of the other Named Executive Officers’ compensation for 2013 were equity-based long-term incentive awards that ultimately will be paid in Norfolk Southern stock. $0 $50 $100 $150 $200 $250 $300 $350 Dec. 08 Dec. 09 Dec. 10 Dec. 11 Dec. 12 Dec. 13 Total Stockholder Returns* (dollars) Norfolk Southern Corp. S&P Railroad Index S&P 500 Index

8 PROPOSALS REQUIRING YOUR VOTE

NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement PROXY STATEMENT This proxy statement and the accompanying proxy card relate to the Board of Directors’ solicitation of your proxy for use at our Annual Meeting of Stockholders to be held on May 8, 2014. We began mailing to stockholders this proxy statement and the accompanying proxy card on approximately March 19, 2014, in order to furnish information relating to the business to be transacted at the 2014 Annual Meeting. We also included a copy of our 2013 Annual Report and its Form 10-K (referred to together herein as the “Annual Report”) in the mailing for informational purposes; the Annual Report is not a part of the proxy solicitation materials. PROPOSALS REQUIRING YOUR VOTE ITEM 1: ELECTION OF DIRECTORS At the 20132014 Annual Meeting, the terms of fifteenall fourteen directors will expire: those of Gerald L. Baliles, Thomas D. Bell, Erskine B. Bowles, Robert A. Bradway, Wesley G. Bush, Daniel A. Carp, Alston D. Correll, Karen N. Horn, Burton M. Joyce, Steven F. Leer, Michael D. Lockhart, Amy E. Miles, Charles W. Moorman, Martin H. Nesbitt, J. Paul ReasonJames A. Squires and John R. Thompson. On February 13, 2013,January 21, 2014, the Board of Directors amended the Corporation’s Bylaws, effective February 18, 2013,that date, to increase the number of directors from thirteentwelve to fifteenfourteen and elected Martin H. NesbittAmy E. Miles and John R. ThompsonJames A. Squires to fill the resulting vacancies at the recommendation of the Governance and Nominating Committee. Under Virginia law the term of a director elected by the Board to fill a vacancy expires at the next stockholders’ meeting at which directors are elected.

Messrs. Baliles and Correll and Admiral Reason Mr. Joyce will retire from the Board of Directors effective the date of this Annual Meeting in accordance with the director retirement policy in the Corporation’s Governance Guidelines. On February 13, 2013,January 21, 2014, the Board of Directors amended the Corporation’s Bylaws to reducereduced the size of the Board from fifteenfourteen to twelve,thirteen effective the date of this Annual Meeting.

Meeting due to this retirement. At the 2010 Annual Meeting, the Corporation’s stockholders approved an amendment to the Articles of Incorporation to declassify the Board of Directors. As a result, all of the Corporation’s directors will stand for election at this meeting and each of the directors elected at this meeting will serve a one-year term continuing until the 20142015 Annual Meeting of Stockholders.

Unless you instruct otherwise when you give us your proxy, it will be voted in favor of the election of Mr. Bell, Mr. Bowles, Mr. Bradway, Mr. Bush, Mr. Carp, Dr. Horn, Mr. Joyce, Mr. Leer, Mr. Lockhart, Ms. Miles, Mr. Moorman, Mr. Nesbitt, Mr. Squires and Mr. Thompson as directors for one-year terms that begin at the 20132014 Annual Meeting of Stockholders and continue until the 20142015 Annual Meeting of Stockholders or until the election and qualification of their respective successors or their earlier removal or resignation.

If any nominee becomes unable to serve, your proxy will be voted for a substitute nominee to be designated by the Board of Directors, or the Board of Directors will reduce the number of directors. Two nominees for election at the meeting, Martin H. NesbittAmy E. Miles and John R. Thompson,James A. Squires, previously have not been elected by the stockholders of Norfolk Southern. Messrs. Nesbitt and Thompson were eachMs. Miles was recommended by a third party director search firm retained by the Governance and Nominating Committee. Norfolk Southern paid a fee in 20122013 and 20132014 to the firm on behalf of the Governance and Nominating Committee to identify, evaluate and recommend potential candidates for election to the Board of Directors.

Mr. Squires was nominated as a director candidate because of his position as the President of the Corporation. So that you have information concerning the independence of the process by which our Board of Directors selected the nominees and directors whose terms will continue after the 20132014 Annual Meeting, we confirm, as required by the SEC, that (1) there are no family relationships among any of the nominees or directors or among any of the nominees or directors and any officer and (2) there is no arrangement or understanding between any nominee or director and any other person pursuant to which the nominee or director was selected.

The Board of Directors recommends that the stockholders voteFOR each of the nominees for election as directors.

Vote Required to Elect a Director: Pursuant to our Bylaws, in uncontested elections of directors such as this election, directors are elected at a meeting, so long as a quorum for the meeting exists, by a majority of votes cast by the shares entitled to be voted in the election.

9 PROPOSALS REQUIRING YOUR VOTE NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement Abstentions or shares

that are not voted are not counted as cast for this purpose. Any nominee for director who is not elected pursuant to this Bylaw provision must promptly tender his or her resignation to the Board of Directors for consideration by our Governance and Nominating Committee.

Brokers do not have the authority to vote their customers’ shares on this matter if they do not receive instructions as to how to vote on this item. Additional information on the “Areas of Expertise” for directors and nominees can be found on page 1921 of this proxy statement under “Qualifications of Directors and Nominees.” NOMINEES—FOR TERMS EXPIRING IN 2015 Thomas D. Bell, Jr. Independent: Director since 2010 Areas of Expertise: CEO/Senior Officer; Governance/Board; Governmental Relations; Human Resources/Compensation; Marketing; Strategic Planning Mr. Bell, 64, is the Chairman of Mesa Capital Partners, a real estate investment company. Mr. Bell also served as non-executive Chairman of SecurAmerica LLC, a provider of contract security services, from 2010 through 2012. Mr. Bell previously served as Chairman and Chief Executive Officer of Cousins Properties, Inc. and Chairman and Chief Executive Officer of Young and Rubicam Inc. He is a director of Regal Entertainment Group, Inc. and AGL Resources and has also previously served as a director of Cousins Properties. Erskine B. Bowles Independent: Director since 2011 Areas of Expertise: CEO/Senior Officer; Finance/Accounting; Governance/Board; Governmental Relations; Human Resources/Compensation; Strategic Planning Mr. Bowles, 68, has been a Senior Advisor to BDT Capital Partners, LLC, since January 2012 and a Senior Advisor to Carousel Capital since 2001. He was Co-Chairman of the National Commission on Fiscal Responsibility and Reform. Mr. Bowles was President of the University of North Carolina system from 2006 to 2010, and previously served as White House Chief of Staff under President Clinton. He is currently a director of Morgan Stanley, Cousins Properties, Inc., Facebook, Inc. and Belk, Inc. Mr. Bowles was formerly a director of General Motors Company and North Carolina Mutual Life Insurance Company. Robert A. Bradway Independent: Director since 2011 Areas of Expertise: CEO/Senior Officer; Finance/Accounting; Governance/Board; Governmental Relations; Information Technology; Strategic Planning Mr. Bradway, 51, has been the Chief Executive Officer of Amgen, Inc., a biotechnology company, since May 2012 and Chairman of its Board of Directors since January 2013. Mr. Bradway previously served as President and Chief Operating Officer of Amgen from 2010 through 2012 and as Executive Vice President and Chief Financial Officer from 2007 to 2010.

Nominees—for terms expiring10 PROPOSALS REQUIRING YOUR VOTE NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement Wesley G. Bush Independent: Director since 2012 Areas of Expertise: CEO/Senior Officer; Finance/Accounting; Governance/Board; Governmental Relations; Strategic Planning; Transportation Mr. Bush, 52, has been Chief Executive Officer and President of Northrop Grumman Corporation, a global aerospace and defense technology company, since 2010, having served previously as Northrop Grumman’s President and Chief Operating Officer from 2007 to 2009, and President and Chief Financial Officer from 2006 to 2007. Mr. Bush is a director of Northrop Grumman and was elected as Chairman of its Board of Directors in 20142011. Daniel A. Carp Independent: Director since 2006 Areas of Expertise: CEO/Senior Officer; Governance/Board; Human Resources/Compensation; Information Technology; Strategic Planning; Transportation Mr. Carp, 65, served as Chairman of the Board and Chief Executive Officer of Eastman Kodak Company until his retirement in 2005. He is non-executive Chairman of the Board of Delta Air Lines, Inc. and is also a director of Texas Instruments Incorporated. Mr. Carp has previously served as a director of Fifth & Pacific Companies, Inc. Karen N. Horn Independent: Director since 2008 Areas of Expertise: CEO/Senior Officer; Finance/Accounting; Governance/Board; Human Resources/Compensation; Strategic Planning Dr. Horn, 70, has been a partner with Brock Capital Group since 2003. Dr. Horn served as president of Private Client Services and managing director of Marsh, Inc., a subsidiary of MMC, from 1999 until her retirement in 2003. Dr. Horn previously served as President of the Federal Reserve Bank of Cleveland. Dr. Horn serves as director of T. Rowe Price Mutual Funds, Simon Property Group, Inc., and Eli Lilly and Company and as Vice Chairman of the U.S. Russia Foundation. She is a member of the Executive Committee of the National Bureau of Economic Research and the Council on Foreign Relations. Steven F. Leer Independent: Director since 1999 Areas of Expertise: CEO/Senior Officer; Environmental/Safety; Governance/Board; Human Resources/Compensation; Marketing; Strategic Planning; Transportation Mr. Leer, 61, is a director of Arch Coal, Inc., a company engaged in coal mining and related businesses, and has served as its Executive Chairman since April 2012. Prior thereto, Mr. Leer served as Chairman of the Board of Arch Coal from 2006 through 2012, and as its Chief Executive Officer from 1992 through 2012. He is also a director of USG Corporation.

11 PROPOSALS REQUIRING YOUR VOTE NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement Michael D. Lockhart Independent: Director since 2008 Areas of Expertise: CEO/Senior Officer; Finance/Accounting; Governance/Board; Marketing; Strategic Planning; Transportation Mr. Lockhart, 64, served as Chairman of the Board, President and Chief Executive Officer of Armstrong World Industries, Inc., and its predecessor, Armstrong Holdings, Inc. from 2000 until his retirement in February 2010. Mr. Lockhart previously served as Chairman and Chief Executive Officer of General Signal Corporation, a diversified manufacturer, from September 1995 until it was acquired in 1998. Mr. Lockhart has previously served as a director of Armstrong World Industries, Inc. Amy E. Miles Independent: Director since 2014 Areas of Expertise: CEO/Senior Officer; Finance/Accounting; Governance/Board; Marketing; Strategic Planning Ms. Miles, 47, has served as Chief Executive Officer and a Director of Regal Entertainment Group, Inc., the largest movie theater company in the U. S., since 2009. Prior to that, she served as Executive Vice President, Chief Financial Officer, and Treasurer of Regal Entertainment Group, Inc. Miles joined Regal Cinemas Inc. as Senior Vice President Finance in 1999, after working with Deloitte & Touche LLP and PricewaterhouseCoopers LLC. Charles W. Moorman, IV Director since 2005 Areas of Expertise: CEO/Senior Officer; Environmental/Safety; Governance/Board; Governmental Relations; Information Technology; Strategic Planning; Transportation Mr. Moorman, 62, has been Chairman of Norfolk Southern Corporation since February 2006 and Chief Executive Officer since November 2005. Prior thereto he served as President, Senior Vice President Corporate Planning, Senior Vice President Corporate Services and President Thoroughbred Technology and Telecommunications, Inc. He is also a director of Chevron, Inc. Martin H. Nesbitt Independent: Director since 2013 Areas of Expertise: CEO/Senior Officer; Finance/Accounting; Governance/Board; Governmental Relations; Marketing; Strategic Planning Mr. Nesbitt, 51, is the Co-Founder of The Vistria Group, a private equity firm. Mr. Nesbitt served as President and Chief Executive Officer of PRG Parking Management, LLC, an offairport parking management company, and Managing Director of Green Courte Partners, LLC, a real estate investment firm, until 2012. Mr. Nesbitt is a director of Jones Lang LaSalle Incorporated.

Wesley G. Bush McLean, Virginia		Independent Director since 2012 Areas of Expertise CEO/Senior Officer Finance/Accounting Governance/Board Governmental Relations Strategic Planning Transportation		Mr. Bush, 51, has been Chief Executive Officer and President of Northrop Grumman Corporation, a global aerospace and defense technology company, since 2010, having served previously as Northrop Grumman’s President and Chief Operating Officer from 2007 to 2009, and President and Chief Financial Officer from 2006 to 2007. Mr. Bush is a director of Northrop Grumman and was elected as Chairman of its Board of Directors in 2011.
Daniel A. Carp Naples, Florida		Independent Director since 2006 Areas of Expertise CEO/Senior Officer Governance/Board Human Resources/ Compensation Information Technology Strategic Planning Transportation		Mr. Carp, 64, served as Chairman of the Board and Chief Executive Officer of Eastman Kodak Company from 2000 to 2005, having previously served as President and Chief Operating Officer and as a director of Eastman Kodak. He retired from Kodak at the end of 2005. He is non-executive Chairman of the Board of Delta Air Lines, Inc. and is also a director of Texas Instruments Incorporated. Mr. Carp has previously served as a director of Fifth & Pacific Cos.
Karen N. Horn Lyme, Connecticut		Independent Director since 2008 Areas of Expertise CEO/Senior Officer Finance/Accounting Governance/Board Human Resources/ Compensation Strategic Planning		Dr. Horn, 69, has been a partner with Brock Capital Group since 2003. Dr. Horn served as president of Private Client Services and managing director of Marsh, Inc., a subsidiary of MMC, from 1999 until her retirement in 2003. Prior to joining Marsh, she was senior managing director and head of international private banking, Bankers Trust Company; Chair and Chief Executive Officer of Bank One, Cleveland, N.A.; President of the Federal Reserve Bank of Cleveland; Treasurer of Bell Telephone Company of Pennsylvania; and Vice President of First National Bank of Boston. Dr. Horn serves as director of T. Rowe Price Mutual Funds, Simon Property Group, Inc., and Eli Lilly and Company and as Vice Chairman of the U.S. Russia Foundation. She is a member of the Executive Committee of the National Bureau of Economic Research and the Council on Foreign Relations.

Burton M. Joyce Gulfport, Florida		Independent Director since 2003 Areas of Expertise CEO/Senior Officer Finance/Accounting Governance/Board Human Resources/ Compensation Strategic Planning		Mr. Joyce, 71, served as Chairman of the Board of Directors of IPSCO Inc., a leading steel producer, from 2000 to 2007. Mr. Joyce previously served as Vice Chairman, President and Chief Executive Officer of Terra Industries, Inc. Mr. Joyce has previously served as a director of IPSCO Inc., Hercules Inc., Chemtura, Terra Nitrogen and Terra Industries.
Steven F. Leer St. Louis, Missouri		Independent Director since 1999 Areas of Expertise CEO/Senior Officer Environmental/Safety Governance/Board Human Resources/ Compensation Marketing Strategic Planning Transportation		Mr. Leer, 60, is a director of Arch Coal, Inc., a company engaged in coal mining and related businesses, and has served as its Executive Chairman since April 2012. Prior thereto, Mr. Leer served as Chairman of the Board of Arch Coal, Inc. from 2006 through 2012, and as its Chief Executive Officer from 1992 through 2012. He is also a director of USG Corporation.
Michael D. Lockhart Rembert, South Carolina		Independent Director since 2008 Areas of Expertise CEO/Senior Officer Finance/Accounting Governance/Board Marketing Strategic Planning Transportation		Mr. Lockhart, 63, served as Chairman of the Board, President and Chief Executive Officer of Armstrong World Industries, Inc., and its predecessor, Armstrong Holdings, Inc. from 2000 until his retirement in February 2010. Mr. Lockhart previously served as Chairman and Chief Executive Officer of General Signal, a diversified manufacturer, from September 1995 until it was acquired in 1998. He joined General Signal as President and Chief Operating Officer in 1994. From 1981 until 1994, Mr. Lockhart worked for General Electric Company in various executive capacities in GE Capital, GE Transportation, and GE Aircraft Engines. Mr. Lockhart has previously served as a director of Armstrong World Industries, Inc.

Charles W. Moorman, IV Virginia Beach, Virginia		Director since 2005 Areas of Expertise CEO/Senior Officer Environmental/Safety Governance/Board Governmental Relations Information Technology Strategic Planning Transportation		Mr. Moorman, 61, has been Chairman of Norfolk Southern since February 2006, Chief Executive Officer since November 2005 and President since October 2004. Prior thereto he served as Senior Vice President Corporate Planning and Services from December 2003 to October 2004, Senior Vice President Corporate Services from February 2003 to December 2003 and President Thoroughbred Technology and Telecommunications, Inc. from 1999 to November 2004. He is also a director of Chevron Inc.
Martin H. Nesbitt Chicago, Illinois		Independent Director since 2013 Areas of Expertise CEO/Senior Officer Finance/Accounting Governance/Board Governmental Relations Marketing Strategic Planning		Mr. Nesbitt, 50, is the Co-Founder of The Vistria Group, a private equity firm. Mr. Nesbitt served as President and Chief Executive Officer of PRG Parking Management, LLC, an off-airport parking management company, and Managing Director of Green Courte Partners, LLC, a real estate investment firm, until 2012. Mr. Nesbitt is a director of Jones Lang LaSalle.
John R. Thompson Minnetrista, Minnesota		Independent Director since 2013 Areas of Expertise CEO/Senior Officer Governance/Board Governmental Relations Information Technology Marketing Strategic Planning		Mr. Thompson, 61, has been a government relations consultant for Best Buy Co., Inc., a multinational consumer electronics corporation, since October 2012. Mr. Thompson served as Senior Vice President and General Manager of BestBuy.com from 2002 through 2012. Mr. Thompson is a director of Belk, Inc.

ITEM 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

12 PROPOSALS REQUIRING YOUR VOTE NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement James A. Squires Director since 2014 Areas of Expertise: CEO/Senior Officer; Finance/Accounting; Governance/Board; Human Resources and Compensation; Transportation Mr. Squires, 52, has been President of Norfolk Southern since 2013. Prior thereto he served as Executive Vice President-Administration, Executive Vice President-Finance and Chief Financial Officer, Senior Vice President Finance, Senior Vice President Law, and Vice President Law of Norfolk Southern Corporation. John R. Thompson Independent: Director since 2013 Areas of Expertise: CEO/Senior Officer; Governance/Board; Governmental Relations; Information Technology; Marketing; Strategic Planning Mr. Thompson, 62, has been a government relations consultant for Best Buy Co., Inc., a multinational consumer electronics corporation, since October 2012. Mr. Thompson served as Senior Vice President and General Manager of BestBuy.com from 2002 through 2012. Mr. Thompson is a director of Belk, Inc.

13 PROPOSALS REQUIRING YOUR VOTE NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement ITEM 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM At a meeting held on January 21, 2013,20, 2014, the Audit Committee of the Board of Directors appointed the firm of KPMG LLP (“KPMG”), independent registered public accounting firm, to perform for 20132014 the integrated audit of our consolidated financial statements and internal control over financial reporting.

For the years ended December 31, 2012,2013, and December 31, 2011,2012, KPMG billed us for the following services:

¹ 2013 2012 Audit Fees1 $ 2,439,700 $ 2,406,300 Audit-Related Fees2 $ 127,800 $ 144,511 Tax Fees3 $ 40,890 $ 132,295 All Other Fees $ 0 $ 0 Total Fees $ 2,608,390 $ 2,683,106 1Audit Fees include fees for professional services performed by KPMG for the audit of our consolidated financial statements and internal control over financial reporting (integrated audit), the review of our consolidated financial statements included in our 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagements.

²Audit-Related 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 3Tax Fees consist of tax advice, planning, and consulting services.

The Audit Committee requires that management obtain the 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 20122013 and 20112012 were pre-approved in accordance with these procedures.

Representatives of KPMG are expected to be present at the 20132014 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 voteFOR the proposal to ratify the selection of KPMG as our independent registered public accounting firm for the year ending December 31, 2013, even though such stockholder approval is not legally required.

2014. Vote Required to Ratify Appointment: Under Virginia law and under our Restated Articles of Incorporation, actions such as the ratification of the appointment of auditors are approved, so long as a quorum for the meeting exists, if the number of votes cast favoring the action exceeds the number of votes cast opposing the action. Abstentions or shares that are not voted are not “cast” for this purpose. You should note that brokers have the authority to vote their customers’ shares on the ratification of the appointment of KPMG as our independent registered public accounting firm even if they do not receive instructions as to how to vote on the matter.

ITEM 3:

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

ITEM 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION We are requesting that our stockholders approve, by advisory vote, the compensation of our Named Executive Officers, as such compensation is reflected in our “Compensation Discussion and Analysis” beginning on page 3032 and our Executive Compensation Tables beginning on page 44.48. This “Say-on-Pay” vote is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). While the Say-on-Pay vote is advisory, and therefore not binding on the Board, the Compensation Committee will consider the results 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 the Corporation’s stockholders at the 2011 Annual Meeting, the Board of Directors has determined to seek a stockholder advisory vote on executive compensation annually.annually until the next required vote on the frequency of

14 PROPOSALS REQUIRING YOUR VOTE NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement such advisory votes. We are required to hold such frequency votes at least every six years. Our executive compensation program has been designed by our Compensation Committee 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 and cash and equity incentive compensation that it believes best serves the interests of the Corporation and its stockholders in achieving those objectives.

The compensation of our Named Executive Officers in 20122013 consisted primarily of the following components, all as described more fully in the “Compensation Discussion and Analysis” beginning on page 30:

32: • Base Salary. • Annual Bonus: The annual bonus paid under the Executive Management Incentive Plan is based on performance against financial, operational and service metrics. • Long-Term Incentive Awards: The Company’s long-term equity incentive awards under the Long-Term Incentive Plan target longer-term achievement of Corporate objectives and are designed to create an ownership culture among the executives of the Corporation. Grants under the Long-Term Incentive Plan include stock options, time-based restricted stock units and performance shares that are earned out based on achievement of Corporate objectives over a three-year performance cycle, all as more fully described in the Compensation Discussion and Analysis. • Retirement Plans and Programs: The Retirement Plan and Supplemental Benefit Plan of the Corporation, both as more fully described in the Compensation Discussion and Analysis, provide retirement benefits to the Corporation’s Named Executive Officers and provide the Corporation with the ability to retain key executives over a longer period. The Board of Directors and its Compensation Committee believe the program for compensation of the Named Executive Officers is appropriately designed to support the Corporation’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 20132014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20122013 Summary Compensation Table and the other related tables and disclosures.

The Board of Directors unanimously recommends a voteFOR the resolution approving the compensation of the Corporation’s Named Executive Officers.

Vote Required to Approve Resolution:Required: Under Virginia law and under our Restated Articles of Incorporation, actions such as the resolution on executive compensation are approved, so long as a quorum for the meeting exists, if the number of votes cast favoring the action exceeds the number of votes cast opposing the action. Abstentions or shares that are not voted are not “cast” for this purpose. You should note that brokers do not have the authority to vote their customers’ shares on this matter if they do not receive instructions as to how to vote on this item. ITEM 4: STOCKHOLDER PROPOSAL CONCERNING AN INDEPENDENT CHAIRMAN OF THE BOARD OF DIRECTORS John Chevedden of Redondo Beach, California, has submitted the following proposal and “Stockholder’s Supporting Statement,” which appears immediately after the text of the proposal. The Board of Directors opposes the proposal for the reasons set forth in the “Directors’ Statement in Opposition,” which appears after Mr. Chevedden’s Supporting Statement.

We are requesting15 PROPOSALS REQUIRING YOUR VOTE NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement Text of Proposal Resolved: Stockholders request that our stockholders approve an amendmentBoard of Directors adopt a policy, and amend other governing documents as necessary to Norfolk Southern’s Bylaws (the “Special Meeting Bylaw Amendment”) that would permit holders of record of at least twenty percent (20%) ofreflect this policy, to require the voting power of the Corporation’s outstanding common stock to call a special meeting of stockholders by written request filed with the Corporate Secretary and otherwise in accordance with the Bylaws. Currently, Norfolk Southern’s Bylaws provide that only the Chief Executive Officer or a majorityChair of the Board of Directors may callto be an independent member of our Board. This independence requirement shall apply prospectively so as not to violate any contractual obligation at the time this resolution is adopted. Compliance with this policy is waived if no independent director is available and willing to serve as Chair. This policy should also specify how to select a special meetingnew independent chairman if a current chairman ceases to be independent between annual shareholder meetings. Stockholder’s Supporting Statement When our CEO is also our board chairman, this arrangement can hinder our board’s ability to monitor our CEO’s performance. Many companies already have an independent Chairman. An independent Chairman is the prevailing practice in the United Kingdom and many international markets. This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%- support at Netflix. This topic is more important for Norfolk Southern than for many other companies because our Lead Director, Steven Leer, was our highest tenured director (14-years) which detracts from his independence. There are few major companies who have a Lead Director with more than 14-years tenure. Plus Mr. Leer was on the boards of stockholders.

2 other companies. This topic is also more important for Norfolk Southern because NSC is incorporated in Virginia, which favors management rights and provides stockholders with a poor level of control. Virginia law contains multiple provisions which protect management from hostile takeovers, further diminishing shareholder interests. This proposal should also be more favorably evaluated due to our Company’s clearly improvable environmental, social and corporate governance performance as reported in 2013: GMI Ratings, an independent investment research firm, rated Norfolk Southern’s executive pay a D - $13 million for Charles Moorman. Plus Mr. Moorman got credit for 40-years of work in regard to his pension. NSC could give could long-term incentive pay to our CEO for below-median performance. Daniel Carp chaired our executive pay committee. In regard to our directors, Karen Horn received our highest negative votes and was on our audit committee. Erskine Bowles was negatively flagged by GMI for his involvement with the bankruptcy of General Motors, was on our executive pay committee and was on the boards of 2 other companies. Not one audit committee member had substantial industry knowledge and not one independent director had expertise in risk management. The presentationGMI Environmental, Social and Governance profile for Norfolk Southern reflected serious risk overall, highlighted by significant Environmental and Social concerns along with Pay issues. NSC had not identified specific environmental impact reduction targets. Returning to the core topic of this proposal reflectsfrom the context of our clearly improvable corporate governance, please vote to protect shareholder value: Independent Board Chairman. Directors’ Statement in Opposition THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE AGAINST THE PROPOSAL FOR THE FOLLOWING REASONS: The Board believes that it is best positioned to determine the leadership structure that fits the needs and circumstances of the Corporation as a whole and the Board as a governing body, and that it is important to maintain the flexibility the Board currently has to tailor that leadership structure as necessary. The Board is comprised of Directors’ beliefseasoned executives from diverse backgrounds who are well-suited to evaluate the merits of various Board leadership structures and determine which one will best serve the interests of the Corporation and its stockholders. While the Board recognizes the importance of strong leadership from independent directors and has taken steps to promote that granting suchcontribution, the Board and its Governance and Nominating Committee believe this Corporation and its stockholders are best served by having the Chief Executive Officer also serve as Chairman of the Board. This structure provides for consistency of leadership of the Board and management and maintains clear lines of authority. Given his familiarity with the Corporation’s business that is more extensive than any other director, due in part to his more than 40 years of

16 PROPOSALS REQUIRING YOUR VOTE NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement experience with the Corporation, Mr. Moorman is particularly well equipped to set the Board’s agenda and provide leadership. Further, Mr. Moorman’s experience gives him a right to stockholders is good corporate governance. In establishing an ownership thresholddepth of at least 20% in order for stockholders to request a special meeting,knowledge about the broader industry that the Board believes it is striking an appropriate balance between enhancinga highly valuable feature for the rightsChairman, especially given the high degree of stockholders and avoiding the costs and distractions associated with the callingregulation of a special meeting, unless a significant group of stockholders believe that the calling of a special meeting of stockholders is warranted. Organizing and preparing for a special meeting involves significant management commitment of time and focus, and imposes substantial legal, administrative, and distribution costs. Accordingly,this industry. Recently the Board believes thattook steps to enhance its governance structure by expanding the duties of the independent Lead Director to support strong leadership among the independent directors as a special meeting shouldcounterbalance to the role of our Chairman and CEO. These enhancements include additions to the Governance Guidelines to add the following duties to the role of Lead Director: • Approving Board agendas, schedules and information sent to the directors; • Monitoring the flow of information from Committee Chairs to the full Board; • Meeting, as appropriate, with significant stockholders of the Corporation; • Reviewing stockholder communications; and • Interviewing potential director candidates. A full description of the duties of the Lead Director can be held onlyfound on page 20 of this proxy statement. The Board, supported by the work of its Governance and Nominating Committee, will continue to cover special or extraordinary events, when fiduciary, strategic, or other similar considerations dictate that the matter be addressed on an expeditious basis, rather than waiting until the next annual meeting. A 20% threshold also minimizes the risk of frequent meeting requests, potentially covering agenda items relevant only to particular constituenciesevaluate its leadership structure over time so as opposed to stockholders generally. We therefore believe that a threshold of 20% is appropriate and reflects the best interest of stockholders.

The Special Meeting Bylaw Amendment contains procedural and informational requirements that are intended to facilitate Norfolk Southern and stockholders receiving basic information about the meeting and to ensure among other things, that it remains appropriate for the special meeting is not duplicative of matters that were or, in the near term, could be covered at an annual meeting. In particular, the Special Meeting Bylaw Amendment provides that: no business may be conducted at the special meeting except as set forth in the Corporation’s notice of meeting; no stockholder special meeting request may be made during the period commencing 90 days prior to the first anniversaryneeds and circumstances of the date of the immediately preceding annual meeting and ending on the earlier of the date of the next annual meeting or 30 days after the first anniversary of the previous annual meeting; a special meeting request cannot cover business substantially similar to what was covered at an annual or special meeting held not more than 12 months or – in the case of director elections – 90 days before the special meeting request was received by the Secretary; a special meeting will not be held if similar business is to be covered at an annual or special meeting called by the Board to be held within 90 days after the special meeting request is received by the Secretary; and the requesting stockholder’s notice must include information (as specified in the amended Bylaws) as to the business proposed to be conducted, as to each nominee (if applicable), and as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is made.

The complete text of Article I, Section 2 of the Bylaws, as proposed to be amended, is set forth in Appendix A.Corporation. The Board of Directors has approved the Special Meeting Bylaw Amendment, subject to its approval by the Corporation’s stockholders at this Annual Meeting. Upon approval of the Corporation’s stockholders, the Special Meeting Bylaw Amendment will become effective without further action by the Board of Directors.

The Board recommends that stockholders voteFOR AGAINST the Approval of the Special Meeting Bylaw Amendment.

proposal. Vote Required to Approve a Proposal:Stockholder Proposal: Under Virginia law and under our Restated Articles of Incorporation, stockholder proposals such as an amendment of the Bylaws are approved, so long as a quorum for the meeting exists, if the number of votes cast favoring the action exceeds the number of votes cast opposing the action. Abstentions or shares that are not voted, such as those held by a broker or other nominee who does not vote in person or return a proxy card, are not “cast” for this purpose.

You should note that brokers do not have the authority to vote their customers’ shares on this matter if they do not receive instructions as to how to vote on this item. OTHER MATTERS The Board of Directors does not know of any other matters to be presented at the 20132014 Annual Meeting, other than as noted elsewhere in this proxy statement. If any other proposal is properly brought before the 2013 Annual Meeting for a vote before the 2014 Annual Meeting or at any postponement or adjournment thereof, the holders of proxies solicited hereby intend to exercise their discretionary authority and vote on any such proposal as they deem appropriate.

BENEFICIAL OWNERSHIP OF STOCK

SUPPLEMENTAL INFORMATION

Applicable SEC rules require that we furnish you the following information relating to the oversight and management of Norfolk Southern and to certain matters concerning our Board of Directors and officers who are designated by our Board of Directors as executive officers for purposes of the Securities Exchange Act of 1934 (“Executive Officers”).

BENEFICIAL OWNERSHIP OF STOCK

Based solely on our records and our review of the most recent Schedule 13G filings with the SEC, the following tables show information concerning the persons or groups known to Norfolk Southern to be beneficial owners of more than five percent of our common stock, our only class of voting securities:

Amount and

¹BlackRock, Inc. reported in its Schedule 13G filing that it beneficially owned 5.66%5.54% of our common stock as of December 31, 2012,2013, and that as of that date it had sole voting power with respect to 17,880,042503,521 of such shares, shared voting power with respect to none of such shares, sole investment power with respect to 17,880,04216,652,766 of such shares, and shared investment power with respect to none476,451 of such shares.

²The Vanguard Group reported in its Schedule 13G filing that is beneficially owned 5.12% of our common stock as of December 31, 2012, and that as of that date it had sole voting power with respect to 544,586 of such shares, shared voting power with respect to none of such shares, sole investment power with respect to 15,660,739 of such shares, and shared investment power with respect to 541,145 of such shares.

The following table shows, as of February 18, 2013,January 30, 2014, the beneficial ownership of our common stock for:

(1) each director and each nominee;

(2) our principal executive officer, our principal financial officer, our chief operating officer, and each of the other three most highly compensated Executive Officers, based on total compensation for 2013 (collectively, the “Named Executive Officers”); and

Unless otherwise indicated by footnote to the data in the table, all such shares are held with sole voting and investment power, and no director or Executive Officer beneficially owns any Norfolk Southern equity securities other than our common stock. No one director or Executive Officer owns as much as 1% of the total outstanding shares of our common stock. All directors and Executive Officers as a group own approximately .82%.80% of the total outstanding shares of our common stock.

Shares of Shares of

¹IncludesName Name

Common Stock Common Stock

Thomas D. Bell, Jr. 15,1461 Charles W. Moorman, IV 823,4572

Erskine B. Bowles 9,4491 Martin H. Nesbitt 3,0001

Robert A. Bradway 9,2231 James A. Squires 199,4833

Wesley G. Bush 3,1461 John R. Thompson 3,0001

Daniel A. Carp 31,0781 John P. Rathbone 230,7844

Karen N. Horn 19,7351 Marta R. Stewart 48,4925

Burton M. Joyce 42,3541 Deborah H. Butler 151,9196

Steven F. Leer 62,5891 Mark D. Manion 222,4447

Michael D. Lockhart 20,1981 Donald W. Seale 348,1398

Amy E. Miles 3,0001

22 directors and Executive Officers as a group (including the persons named above) 2,642,6639

1Includes a one-time grant of 3,000 restricted shares to each non-employee director when that director was first elected to the Board (or on January 1, 1994, if serving at that time).Board. These grants were made pursuant to the Directors’ Restricted Stock Plan; the director may vote these shares, but has no investment power over them until they are distributed (see information under the “Board of Directors”

17

NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement

BENEFICIAL OWNERSHIP OF STOCK

caption on page 17)25). The amounts reported include 2,4001,590 restricted stock units awarded pursuant to the Long-Term Incentive Plan to directors who were serving on the Board on January 22, 2013,21, 2014, and who have served on the Board for at least two years, qualifying them to receive the shares immediately upon leaving the Board. The amounts do not include 2,4004,052 restricted stock units awarded to Mr. Bush, and 4,4551,590 restricted stock units awarded to Ms. Miles, 1,590 restricted stock units awarded to Mr. Bradway,Nesbitt, and 1,590 restricted stock units awarded to Mr. Thompson, who have not served as directors for two years.years and would forfeit the shares if they left the Board. The amounts reported also include restricted stock units previously held as follows: Governor Baliles, 61,423; Mr. Bell, 7,889;10,556; Mr. Bowles, 2,116;4,633; Mr. Bradway, 0;4,633; Mr. Bush, 0; Mr. Carp, 22,824; Mr. Correll, 47,405;25,879; Dr. Horn, 12,361;15,145; Mr. Joyce, 32,459;35,764; Mr. Leer, 54,132;57,999; Mr. Lockhart, 12,361;15,145; Ms. Miles, 0; Mr. Nesbitt, 0; Admiral Reason, 42,361; and Mr. Thompson, 0. These restricted stock units will be settled in stock. While the directors have neither voting power nor investment power over the shares underlying these restricted stock units, the directors are entitled to receive the shares immediately upon leaving the Board. See below under “Narrative to Non-Employee Director Compensation Table—Long-Term Incentive Plan” for more information regarding these restricted

stock units. Also includes 5,000 shares over which Mr. Correll, 1,200 shares over which Mr. Leer and 100 shares over which Admiral Reason share voting and investment power with another individual. The amounts reported also include shares credited to certain directors’ accounts in our Dividend Reinvestment Plan.

²Includes2,5612Includes 2,644 shares credited to Mr. Moorman’s account in our Thrift and Investment Plan; and 507,500502,023 shares subject to stock options granted pursuant to our Long-Term Incentive Plan with respect to which Mr. Moorman has the right to acquire beneficial ownership within 60 days.

3Includes 142 shares credited to Mr. Squires’ account in our Thrift and Investment Plan; and 101,540 shares subject to stock options granted pursuant to our Long-Term Incentive Plan with respect to which Mr. Squires has the right to acquire beneficial ownership within 60 days.

³Includes 10,0164Includes 10,342 shares credited to Mr. Rathbone’s account in our Thrift and Investment Plan; and 132,47381,052 shares subject to stock options granted pursuant to our Long-Term Incentive Plan with respect to which Mr. Rathbone has the right to acquire beneficial ownership within 60 days; and 150 shares over which Mr. Rathbone shares voting and investment power.

5Includes 2,609 shares credited to Ms. Stewart’s account in our Thrift and Investment Plan; and 13,593 shares subject to stock options granted pursuant to our Long-Term Incentive Plan with respect to which Ms. Stewart has the right to acquire beneficial ownership within 60 days.

⁴Includes 1,3256Includes 1,368 shares credited to Ms. Butler’s account in our Thrift and Investment Plan; and 71,00087,500 shares subject to stock options granted pursuant to our Long-Term Incentive Plan with respect to which Ms. Butler has the right to acquire beneficial ownership within 60 days.

⁵Includes 8,128 shares credited to Mr. Hixon’s account in our Thrift and Investment Plan; and 141,000 shares subject to stock options granted pursuant to our Long-Term Incentive Plan with respect to which Mr. Hixon has the right to acquire beneficial ownership within 60 days.

⁶Includes 5,9577Includes 6,151 shares credited to Mr. Manion’s account in our Thrift and Investment Plan; and 141,000125,000 shares subject to stock options granted pursuant to our Long-Term Incentive Plan with respect to which Mr. Manion has the right to acquire beneficial ownership within 60 days.

⁷Includes 3,1338Includes 21 shares credited to Mr. Seale’s account in our Thrift and Investment Plan; 141,000131,500 shares subject to stock options granted pursuant to our Long-Term Incentive Plan with respect to which Mr. Seale has the right to acquire beneficial ownership within 60 days.

⁸Includes 137 shares credited to Mr. Squires’ account in our Thrift and Investment Plan; and 102,341 shares subject to stock options granted pursuant to our Long-Term Incentive Plan with respect to which Mr. Squires has the right to acquire beneficial ownership within 60 days.

⁹Includes 31,2579Includes 31,670 shares credited to Executive Officers’ individual accounts under our Thrift and Investment Plan. Also includes: 1,261,3731,223,808 shares subject to stock options granted to Executive Officers pursuant to our Long-Term Incentive Plan with respect to which the optionee has the right to acquire beneficial ownership within 60 days; and 150 shares over which Executive Officers share voting and investment power. For officers, this amount does not include restricted stock units which will ultimately be settled in shares of common stock upon the satisfaction of applicable vesting requirements.

requirements but which do not vest within 60 days.

The following table shows, as of February 18, 2013,January 30, 2014, the number of NS stock units credited to those non-employee directors who have made elections under the Directors’ Deferred Fee Plan to defer all or a portion of compensation and have elected to invest such amounts in “phantom” units of our common stock, as well as the shares of common stock (and units to be settled in shares of common stock) beneficially owned. A more detailed discussion of director compensation can be found beginning on page 22.25. A stock unit represents the economic equivalent of a share of our common stock and serves to align

NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement 18

BENEFICIAL OWNERSHIP OF STOCK

`

the directors’ individual financial interests with the interests of our

stockholders because the value of the directors’ holdings fluctuates with the price of our common stock. These stock units ultimately are settled in cash.

Total Number

¹RepresentsNumber of of NS Stock Units

Number of Shares and Shares

NS Stock Beneficially Beneficially

Name Units1 Owned2 Owned

Thomas D. Bell, Jr. 0 15,146 15,146

Erskine B. Bowles 3,958 9,449 13,407

Robert A. Bradway 0 9,223 9,223

Wesley G. Bush 2,211 3,146 5,357

Daniel A. Carp 6,065 31,078 37,143

Karen N. Horn 0 19,735 19,735

Burton M. Joyce 9,736 42,354 52,090

Steven F. Leer 30,759 62,589 93,348

Michael D. Lockhart 8,353 20,198 28,551

Amy E. Miles 0 3,000 3,000

Martin H. Nesbitt 0 3,000 3,000

John R. Thompson 0 3,000 3,000

1Represents NS stock units credited to the accounts of non-employee directors who have elected under the Directors’ Deferred Fee Plan to defer all or a portion of compensation and have elected to invest such amounts in “phantom” units whose value is measured by the market value of shares of our common stock, but which ultimately will be settled in cash, not in shares of common stock. NS stock units have been available under the Directors’ Deferred Fee Plan as a hypothetical investment option since January 1, 2001.

²Figures2Figures in this column are based on the beneficial ownership that appears on page 15.17.

SECTION 16(a) BENEFICIAL OWNERSHIP

Section 16 of the Securities Exchange Act of 1934

requires our directors and Executive Officers and any

persons beneficially owning more than 10 percent of a

class of our stock to file reports of beneficial ownership

and changes in beneficial ownership (Forms 3, 4 and 5)

with the SEC. Based solely on our review of copies of

Forms 3, 4 and 5 available to us, or written

representations that no Forms 5 were required, we

believe that all required Forms concerning 20122013 beneficial

ownership were filed on time by all directors and

Executive Officers.

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NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement

BOARD OF DIRECTORS

BOARD OF DIRECTORS

Composition and Attendance

COMPOSITION AND ATTENDANCE

On February 18, 2013,January 30, 2014, our Board of Directors consisted of fifteenfourteen members. At the 2010 Annual Meeting, the Corporation’s stockholders approved an amendment to the Corporation’s Articles of Incorporation to declassify the Board of Directors. As of the date of the 2013 Annual Meeting of Stockholders,a result, each director will stand for re-election annually.

On February 13, 2013,January 21, 2014, the Board of Directors amended our Bylaws effective February 18, 2013, to increase the number of directors from thirteentwelve to fifteenfourteen and elected Martin H. NesbittAmy E. Miles and John R. ThompsonJames A. Squires to fill the resulting vacancies. Gerald L. Baliles, Alston D. Correll and J. Paul ReasonBurton M. Joyce will retire from the Board of Directors effective the date of this Annual Meeting, in accordance with the director retirement policy in the Corporation’s Governance Guidelines. On February 13, 2013,January 21, 2014, the Board reduced the number of directors from fifteenfourteen to twelve,thirteen, effective the date of this Annual Meeting.

Meeting, in light of this retirement.

The Board met seven times in 2012.2013. Each director attended not less than 75% of the aggregate number of meetings of the Board and meetings of all committees on which such director served.

CORPORATE GOVERNANCE

Corporate Governance

The Board of Directors has adopted Corporate Governance Guidelines that, among other matters, require that the non-employee members of the Board (the “outside” directors) meet at least twice a year without members of management present. The Lead Director presides at such meetings of the outside directors. The Corporate Governance Guidelines also describe procedures for stockholders and other interested parties who wish to contact the outside directors. The Corporate Governance Guidelines are available on our website atwww.nscorp.com in the “Investors”“Investor Relations” section under “Corporate Governance.”

The Board of Directors has determined that having Mr. Moorman hold both the position of Chief Executive Officer and the position of Chairman is in the best interest of the Corporation and its stockholders. This structure allows for consistency of leadership of the Board of Directors and of management and reflects the depth of knowledge Mr. Moorman has regarding the business of the Corporation. The Board leadership structure also includes the position of “LeadLead Director.” The directors whom the Board has determined are independent directors vote at the Board’s organizational

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NORFOLK SOUTHERN CORPORATION

meeting following the Annual Meeting of Stockholders or at such other time as they deem appropriate to select an independent director to serve as “Lead Director”Lead Director of the Board. The Lead Director presides at all meetings of the Board at which the Chairman is not present, including meetings of the outside directors, which are generally scheduled for every Board meeting. The Lead Director serves as a liaison between the Chairman and the outside directors and reviewsapproves Board meeting agendas and meeting schedules and such other information to be sent to the BoardBoard. The Lead Director also monitors the flow of information from the committee chairs to the directors, reviews stockholder communications, meets with significant stockholders, as he or she determines is necessary or appropriate, under the circumstances.and interviews potential director candidates. The Lead Director may also call meetings of the outside directors. Mr. CorrellLeer has served as Lead Director of the Corporation since the date of the 20112013 Annual Meeting.

The Corporate Governance Guidelines also describe the Board’s policy with respect to director attendance at the Annual Meeting of Stockholders, which is that, to the extent possible, each director is expected to attend the Annual Meeting of Stockholders. All of our then currentthen-current directors attended the 20122013 Annual Meeting of Stockholders.

The Board has approved and adopted The Thoroughbred Code of Ethics which applies to all directors, officers and employees of Norfolk Southern, and a Code of Ethical Conduct for Senior Financial Officers that applies to specified financial officers. These documents, as well as the Corporate Governance Guidelines, are available on our website atwww.nscorp.com in the “Investors”“Investor Relations” section under “Corporate Governance.” Any stockholder may request printed copies of the Corporate Governance Guidelines, The Thoroughbred Code of Ethics or Code of Ethical Conduct for Senior Financial Officers by contacting: Howard D. McFadden,Denise W. Hutson, Corporate Secretary, Norfolk Southern Corporation, Three Commercial Place, 13th Floor, Norfolk, Virginia 23510-9219 (telephone 757-823-5567).

The Corporation’s Bylaws require that in an uncontested election of directors, a director shall be elected by a majority of votes cast. Any incumbent director who is not re-elected shall promptly tender his or her resignation to the Board of Directors for consideration by our Governance and Nominating Committee. The Governance and Nominating Committee of the Board of Directors will promptly consider the resignation and recommend to the Board of Directors whether to accept or reject the tendered resignation. The Board of Directors will act on the Committee’s recommendation within 90 days following certification of the election results. Any

2014 Proxy Statement

director who tenders his or her resignation pursuant to this provision will not participate in the Governance and Nominating Committee’s recommendation or Board of Directors’ consideration regarding whether or not to accept the tendered resignation. If the resignation is accepted, the Governance and Nominating Committee will recommend to the Board whether to fill the vacancy or reduce the size of the Board. We will

publicly disclose the Board of Directors’ decision within four business days, including a full explanation of the process by which the decision was reached and, if applicable, the reasons why the Board rejected the director’s resignation.

Qualifications of Directors and Nominees

QUALIFICATIONS OF DIRECTORS AND NOMINEES

The directors of Norfolk Southern Corporation have diverse backgrounds and provide experience and expertise in a number of critical areas to the company. The Governance and Nominating Committee considers the particular experience, attributes and qualifications of directors standing for re-election and potential nominees for election as well as the needs of the Board of Directors as a whole and its individual committees.

The Governance and Nominating Committee has identified ten areas of expertise that are particularly relevant to the Corporation and has identified the directors whose key areas of expertise qualify them for each of the listed categories. The categories identified by the Governance and Nominating Committee are:

CEO/Senior Officer—Officer—Experience working as a CEO or Senior Officer of a major public or private company or non-profit entity.

Environmental and Safety—Safety—A thorough understanding of safety and environmental issues and transportation industry regulations.

NORFOLK SOUTHERN CORPORATION

BOARD OF DIRECTORS

Finance and Accounting—Accounting—Senior executive level experience in financial accounting and reporting, auditing, corporate finance and/or internal controls.

Governance/Board—Board—Prior or current experience as a board member of a major organization (private, public or non-profit).

Governmental Relations—Relations—Experience in or a strong understanding of the workings of government and public policy on a local, state and national level.

Human Resources and Compensation—Compensation—Senior executive level experience or membership on a board compensation committee with an extensive understanding of compensation programs, particularly compensation programs for executive level employees and incentive based compensation programs.

Information Technology—Technology—Senior executive level or board experience with information technology issues for a major public, private or non-profit entity.

Marketing—Marketing—Senior executive level experience in marketing combined with a strong working knowledge of Norfolk Southern’s markets, customers and strategy.

Strategic Planning—Planning—Senior executive level experience in strategic planning for a major public, private or non-profit entity.

Transportation—Transportation—Extensive knowledge and experience in the transportation industry, either as a senior executive of a transportation or logistics company or as a senior executive of a customer of a transportation company.

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2014 Proxy Statement

BOARD OF DIRECTORS

Each director’s biography includes a listing of the areas of expertise where each director or nominee is most skilled. In addition, the table below summarizes the particular attributes that led the Governance and Nominating Committee to nominate each individual as a director of the Corporation.

CEO/Senior Officer X X X X X X X X X X X X X

Environmental and X X

Safety

Finance and X X X X X X X X

Accounting

Governance/Board X X X X X X X X X X X X X

Governmental X X X X X X X

Relations

Human Resources and X X X X X X

Compensation

Information X X X X

Technology

Marketing X X X X X X

Strategic Planning X X X X X X X X X X X X

Transportation X X X X X X

In addition to these specific categories, the Governance and Nominating Committee considers a number of other factors in considering director candidates, including board dynamics, reputation of potential nominees, recommendations of director search firms, and how the nominee will contribute to the diversity of the Board. More information on qualifications for potential directors is contained in Norfolk Southern’s Corporate Governance Guidelines posted under the Investors“Investor Relations” tab on our website. Norfolk Southern Corporation defines diversity as the collective mixture of similarities and differences that impact our workforce, workplace and marketplace. The Governance and Nominating Committee also views diversity broadly, seeking to nominate individuals from varied backgrounds, perspectives and experiences. The Governance and Nominating Committee does not have a specific written policy on the diversity of the Board of Directors at this time. More information on Norfolk Southern’s diversity principles and philosophy can be found on our website in the “Employees” section under “Diversity” atwww.nscorp.com. www.nscorp.com.

Director Independence

DIRECTOR INDEPENDENCE

As required by the New York Stock Exchange, the Board of Directors has considered whether individual directors are independent. A director is considered “independent” if the Board determines that the director has no material relationship with Norfolk Southern (directly or as a partner, stockholder 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 following relationships exists between Norfolk Southern and the director:

·

the director or an immediate family member of the director has received during any twelve-month period within the last three years more than $120,000 in direct compensation from Norfolk Southern or any of our consolidated subsidiaries, other than director and committee fees and deferred compensation for prior service (provided such deferred compensation is not contingent in any way on continued service); (a) the director is a current partner or employee of a present or former internal or external auditor of Norfolk Southern or any of our consolidated subsidiaries, (b) the director has an immediate family member who is a current partner of such a firm, (c) the director has an immediate family member who is a current employee of such a firm and personally works on Norfolk Southern’s audit, or (d) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on Norfolk Southern’s audit within that time; NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement 22

BOARD OF DIRECTORS

the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where one of our Executive Officers serves as a director and sits on that company’s compensation committee;

the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that makes payments to, or receives payments from, Norfolk Southern or any of our consolidated subsidiaries for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues; and

the director is an executive officer or compensated employee, or an immediate family member of the director is an executive officer, of a charitable organization that receives donations from Norfolk Southern, any of our consolidated subsidiaries or the Norfolk Southern Foundation in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such charitable organization’s donations.

For purposes of these categorical standards, “immediate family member” has the definition set forth in the New York Stock Exchange’s Listing Standards, as amended from time to time. These standards, as set forth in this proxy statement, are available on our website atwww.nscorp.com in the “Investors”“Investor Relations” section under “Corporate Governance.”

The Board has determined that all current directors (including nominees) other than Mr. Moorman and Mr. Squires satisfy the above categorical standards and qualify as independent directors of Norfolk Southern. Mr. Moorman serves as our Chairman President and Chief Executive Officer and Mr. Squires serves as our President and, therefore, neither is not an independent director. In making the foregoing independence determinations, our Board of Directors considered each of the following transactions, relationships and arrangementstransaction we had with membersa member of our Board, none of which exceededdid not exceed our categorical independence standards or wereand was not sufficiently material as to require disclosure under Item 404(a) of Regulation S-K:

Retirement PolicyWe subscribed to and are listed in a transportation manual provided by a subsidiary of Carousel Capital during 2013. Mr. Bowles is a Senior Advisor to Carousel Capital.

RETIREMENT POLICY

Under our Governance Guidelines, a director must retire effective as of the date of the annual meetingAnnual Meeting that falls on or next follows the date of that director’s 72nd birthday.

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NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement

Compensation

2012BOARD OF DIRECTORS

COMPENSATION OF DIRECTORS

2013 Non-Employee Director Compensation Table¹Table1

Change in

¹Mr.Pension

Value and

Fees Non-Equity Nonqualified

Earned or Incentive Deferred

Paid in Stock Option Plan Compensation All Other

Cash2 Awards3 Awards Compensation Earnings4 Compensation Total

($)($)($)($)($)($)5($)

Name (a)(b)(c)(d)(e)(f)(g)(h)

Gerald L. Baliles6 55,000 167,592 0 0 0 17,238 239,830

Thomas D. Bell, Jr. 105,000 167,592 0 0 0 30,338 302,930

Erskine B. Bowles 90,000 167,592 0 0 0 40,338 297,930

Robert A. Bradway 90,000 167,592 0 0 0 5,338 262,930

Wesley G. Bush 90,000 167,592 0 0 0 20,338 277,930

Daniel A. Carp 110,000 167,592 0 0 0 22,838 300,430

Alston D. Correll6 70,000 167,592 0 0 2,608 5,338 245,538

Karen N. Horn 90,000 167,592 0 0 0 10,088 267,680

Burton M. Joyce6 110,000 167,592 0 0 0 5,338 282,930

Steven F. Leer 127,500 167,592 0 0 8,316 12,013 315,421

Michael D. Lockhart 90,000 167,592 0 0 0 5,338 262,930

Martin H. Nesbitt 90,000 218,926 0 0 0 0 308,926

J. Paul Reason6 45,000 167,592 0 0 0 5,338 217,930

John R. Thompson 90,000 218,926 0 0 0 2,500 311,426

1Mr. Moorman received no compensation for Board or committee service in 20122013 and will not receive compensation for Board or committee service in 2013.2014. Therefore, neither this table nor the narrative which follows contain compensation information for Mr. Moorman. For compensation information for Mr. Moorman, see “Executive Compensation” on page 3032 of this proxy statement. Mr. NesbittMs. Miles and Mr. ThompsonSquires joined the Board on February 18, 2013.January 21, 2014. Because Mr. NesbittMs. Miles and Mr. ThompsonSquires received no compensation for Board or Committee service in 2012,2013, they are not included in this table. Mr. Squires will not receive compensation for Board or committee service in 2014.

²Includes2Includes amounts elected to be received on a deferred basis pursuant to the Directors’ Deferred Fee Plan. For a discussion of this plan, as well as our other director compensation plans, see the narrative discussion below.

³For3For all directors other than Mr. Bush,Messrs. Nesbitt and Thompson, represents the full grant date fair value computed in accordance with FASB ASC Topic 718 of the 2,0552,400 restricted stock units granted on January 26, 201224, 2013 pursuant to our Long-Term Incentive Plan. For Mr. Bush,Messrs. Nesbitt and Thompson, this amount represents the full grant date fair value of the 3,000 restricted shares granted to himthem upon joining the Board of Directors. As of December 31, 2012,2013, each director held 3,000 restricted shares and the directors held restricted stock units in the following amounts: Gov. Baliles, 61,423;65,480; Mr. Bell, 7,889;10,556; Mr. Bowles, 2,116;4,633; Mr. Bradway, 2,116;4,633; Mr. Bush, 0;2,462; Mr. Carp, 22,284;25,879; Mr. Correll, 47,405;7,230; Dr. Horn,12,361;Horn, 15,145; Mr. Joyce, 32,459;35,764; Mr. Leer, 54,132;57,999; Mr. Lockhart, 12,361; and15,145; Mr. Nesbitt, 0, Adm. Reason, 42,361.7,231, and Mr. Thompson, 0. See below under “Narrative to Non-Employee Director Compensation Table—Long-Term Incentive Plan” for more information regarding these restricted stock units.

⁴Represents4Represents the amounts by which 20122013 interest accrued on fees deferred prior to 2001 by the non-employee directors under the Directors’ Deferred Fee Plan exceeded 120% of the applicable Federal long-term rate provided in Section 1274(d) of the Internal Revenue Code.

⁵Includes5Includes (i) the dollar amounts we contributed to charitable organizations on behalf of the following directors pursuant to our matching gifts program as follows: Gov. Baliles, $10,269;$11,900; Mr. Bell, $12,500;$25,000; Mr. Bowles, $35,000; Mr. Bradway, $14,506; Mr. Bush, $30,000;$15,000; Mr. Carp, $7,500; Mr. Correll, $25,000;$17,500; Dr. Horn, $250;$4,750; Mr. Leer, $6,700;$6,675; and Adm. Reason, $3,000,Mr. Thompson, $2,500, and (ii) each director’s proportional cost of NS-owned life insurance policies used to fund the Directors’ Charitable Award Program. Because a director must serve on our Board for one year prior to becoming eligible

for the Directors’ Charitable Award Program, no portion of this cost was allocated to Mr. Bush.Messrs. Nesbitt or Thompson. For further discussion of the Directors’ Charitable Award Program, see the narrative discussion below.

⁶Messrs.6Messrs. Baliles, and Correll, and Admiral Reason retired from the Board of Directors effective the date of the 2013 Annual Meeting. Mr. Joyce will retire from the Board of Directors effective the date of this Annual Meeting.

NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement 24

Narrative to Non-Employee Director Compensation Table

NARRATIVE TO NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

Below is a discussion of the material factors necessary to an understanding of the compensation disclosed in the above table.

The Compensation Committee and the Board of Directors determine the annual compensation of non-employee directors each year. The Committee consults with its compensation consultant on the compensation program and reviews benchmarking and survey information to determine whether changes are advisable. The Committee reviews both a comparison to the market amount of compensation paid to directors serving on boards of similar companies and reviews the allocation of this compensation between cash retainer and equity grants. In general, the Compensation Committee and the Board seek to make any changes to non-employee director compensation in a gradual and incremental fashion.

Retainer and Fees.Fees. In 2012,2013, each member of the Board of Directors received a quarterly retainer for services of $12,500 and a quarterly fee of $10,000 for serving on at least two committees, plus expenses incurred in connection with attendance at Board meetings. Directors who served as committee chairpersons received an additional quarterly fee of $5,000 for such service, and the Lead Director received an additional quarterly fee of $12,500.

Directors’ Deferred Fee Plan. A director may elect to defer receipt of all or a portion of the director’s compensation. Amounts deferred are credited to a separate memorandum account maintained in the name of each participating director. Amounts deferred before January 1, 2001, earn a fixed rate of interest, which is credited to the account at the beginning of each quarter. In general, the fixed interest rate is determined on the basis of the director’s age at the time of the deferral: under age 45, 7%; age 45-54, 10%; age 55-60, 11%; and over age 60, 12%. However, for amounts deferred on or after January 1, 1992 and prior to January 1, 1994, the fixed interest rate was as follows: under age 45, 13%; age 45-54, 14%; age 55-60, 15%; and over age 60, 16%. Amounts set forth in the table above represent the extent to which these rates exceed 120% of the applicable federal long-term rate. The total amount so credited for amounts deferred before January 1, 2001 (including interest earned thereon) is distributed in ten annual installments beginning in the year following the year in which the participant ceases to be a director.

Amounts deferred on or after January 1, 2001, are credited with variable earnings and/or losses based on the performance of hypothetical investment options selected by the director. The hypothetical investment

NORFOLK SOUTHERN CORPORATION

BOARD OF DIRECTORS

options include NS stock units and various mutual funds as crediting indices. NS stock units are “phantom” units whose value is measured by the market value of shares of our common stock, but the units ultimately will be settled in cash, not in shares of our common stock. Amounts deferred on or after January 1, 2001, will be distributed in accordance with the director’s elected distribution option in one lump sum or a stream of annual cash payments over 5, 10 or 15 years. Five directors elected to defer compensation that would have been payable in 20122013 into the Directors’ Deferred Fee Plan.

Our commitment to accrue and pay interest and/or earnings on amounts deferred is facilitated by the purchase of corporate-owned life insurance with the directors as insureds under the policies. If the Board of Directors determines at any time that changes in the law affect our ability to recover the

cost of providing the benefits payable under the Directors’ Deferred Fee Plan, the Board, in its discretion, may reduce the interest and/or earnings on deferrals to a rate not less than one half the rate otherwise provided for in the Directors’ Deferred Fee Plan.

Directors’ Restricted Stock Plan.Plan. Each non-employee director receives a grant of 3,000 shares of restricted stock upon election to the Board. Restricted stock is registered in the name of the director, who has all rights of ownership (including the right to vote the shares and receive dividends); however, restricted stock may not be sold, pledged or otherwise encumbered during a restriction period which (a) begins when the restricted stock is granted and (b) ends on the earlier of (i) the date the director dies or (ii) the day after the director ceases to be a director because of disability or retirement. These shares will be forfeited if a non-employee director does not retire in accordance with the terms of the plan.

Long-Term Incentive Plan. Each of the Corporation’s then current non-employee directors was granted 2,0552,400 restricted stock units effective January 26, 2012.24, 2013. Each restricted stock unit represents the economic equivalent of one share of our common stock, and will be settled in shares of our common stock rather than cash. These restricted stock units are credited to a separate memorandum account maintained for each director and are administered in accordance with the Long-Term Incentive Plan. Stock units in each director’s memorandum account are credited with dividend equivalents as dividends are paid on our common stock, and the amount credited is converted into additional restricted stock units, including fractions thereof, based on the mean of the high and low trading prices of our common stock on the dividend payment date. We anticipate that, from time to time, non-employee

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2014 Proxy Statement

BOARD OF DIRECTORS

directors will be granted additional restricted stock units in an amount sufficient to assure that their total annual compensation for services is competitive.

Upon leaving the Board, a director will receive the value of the restricted stock units in this memorandum account in shares of our common stock either in a lump sum distribution or in ten annual distributions, in accordance with an election made by each director. Restricted stock unit awards made after 2010 are subject to retention until the director ceases to serve as a director, with a minimum three-year restrictionretention period measured from the award date. If a director leaves while restricted stock unit awards are still subject to the restrictionretention period, such restricted stock units will be distributed in accordance with the director’s prior distribution election as each restrictionretention period expires.

Directors’ Charitable Award Program.Program. Each director is entitled to nominate up to five tax-exempt institutions to receive, in the aggregate, up to $500,000 from Norfolk Southern following the director’s death. Directors are entitled to designate up to $100,000 per year of service until the $500,000 cap is reached. Following the director’s death, we will distribute the donations in five equal annual installments.

The Directors’ Charitable Award Program supports, in part, our long-standing commitment to contribute to educational, cultural and other appropriate charitable institutions and to encourage others to do the same. We fund some of the charitable contributions made under the Program out of general corporate assets, and some of the charitable contributions with proceeds from life insurance policies we have purchased on some of the directors’ lives. We are the owner and beneficiary of these policies, and the directors have no rights to any policy benefits. Upon directors’ deaths, we receive these life insurance death benefits free of income tax, which provide a source from which we can be reimbursed for donations made under the Program. Our cost of the life insurance premiums under the Program is partially offset by tax deductions we take from making the charitable contributions. We allocate a proportional share of the cost of maintaining these policies during 20122013 to each director eligible for the Directors’ Charitable Award Program in the above table under “All Other Compensation,” regardless of whether we purchased a life insurance policy with respect to each particular director.

Because we make the charitable contributions (and are entitled to the related deduction) and are the owner and the beneficiary of the life insurance policies, directors derive no direct financial benefit from this program. In

26

NORFOLK SOUTHERN CORPORATION

the event the proceeds from any of these policies exceed the donations we are required to make under the Program, we contribute the excess proceeds to the Norfolk Southern Foundation. Amounts the Norfolk Southern Foundation receives under this program may reduce what we otherwise would contribute from general corporate resources to support the Foundation’s activities.

Directors’ Physical Examinations. Each non-employee director is entitled to reimbursement for a physical examination, up to $10,000 per calendar year. The CEO, President and the Executive Vice Presidents also are eligible for such reimbursement. See pages 4245 and 4550 of the “Executive Compensation” section of this proxy statement. Some of our directors were reimbursed for physical examinations during 2012,2013, but because the cost of these physicals, together with other perquisites or other personal benefits, did not exceed $10,000 for any non-employee director, these amounts do not appear in the 20122013 Non-Employee Director Compensation Table.

2014 Proxy Statement

Risk OversightBOARD OF DIRECTORS

RISK OVERSIGHT

The Board of Directors is responsible for the oversight of the Corporation’s risk management efforts. While the full Board of Directors is ultimately responsible for this oversight function, the Governance and Nominating Committee has been delegated authority to recommend procedures and processes for the Board’s risk oversight function. Currently the Governance and Nominating Committee considers a mapping of the Corporation’s risk and assigns oversight responsibilities for specific risks to the Board of Directors and the committees of the Board. In addition, in accordance with applicable regulations and its charter, the Audit Committee periodically considers major financial risks of the Corporation. Finally, the Compensation Committee considers major compensation related risks of the Corporation. Management in charge of particular areas of risk for the Corporation provides presentations, information and updates on risk management efforts as requested by the Board or a Board committee.

COMMITTEES OF THE BOARD

Committees

Each year, not later than at its organizational meeting that usually follows the Annual Meeting of Stockholders, the Board of Directors appoints members to its committees. In May 2012,2013, the Board appointed members to the Executive Committee, the Governance and Nominating Committee, the Finance Committee, the Audit Committee and the Compensation Committee. The charter of each of the committees, approved by the Board of Directors, requires that it evaluate its performance at least annually, considering such issues as its effectiveness, its size and composition, the quality of information and presentations given by management, the suitability of its duties and such other issues as the committee deems appropriate. Copies of these committee charters are available on our website in the “Investors”“Investor Relations” section under “Corporate Governance” atwww.nscorp.com. www.nscorp.com. Any stockholder may request printed copies of one or more of the committee charters by contacting: Howard D. McFadden,Denise W. Hutson, Corporate Secretary, Norfolk Southern Corporation, Three Commercial Place, 13th Floor, Norfolk, Virginia 23510-9219 (telephone 757-823-5567).

TheExecutive Committee EXECUTIVE COMMITTTEE met threetwo times in 2012;2013; its current members are Charles W. Moorman, Chair, Gerald L. Baliles,Thomas D. Bell, Daniel A. Carp, Alston D. Correll and Burton M. Joyce.Joyce, and Steven F. Leer. When the Board is not in session, and except as otherwise provided by law, the Executive Committee has and may exercise all the authority of the Board, including the authority to declare a quarterly dividend on our common stock at the rate of the quarterly dividend most recently declared by the Board. All actions taken by the Executive Committee are reported to the Board at its meeting next following such action and are subject to revision or alteration by the Board. The Executive Committee is governed by a written charter last adopted by the Board effective November 27, 2012.

TheGovernance and Nominating Committee GOVERNANCE AND NOMINATING COMMITTEE met sixseven times in 2012;2013; its current members are Alston D. Correll,Steven F. Leer, Chair, Robert A. Bradway, Daniel A. Carp, Karen N. Horn, Steven F. Leer, J. Paul Reason and John R. Thompson (who joined the Committee on February 18, 2013).Thompson. All members of the Governance and Nominating Committee are independent (see information under “Director Independence” on page 20)22). The Governance and Nominating Committee is governed by a written charter last adopted by the Board effective November 24, 2009.

This committee’s duties include:

recommending to the Board qualified individuals to be nominated either as additional members of the Board or to fill any vacancy on the Board;

recommending to the Board qualified individuals to be elected as our officers;

recommending the adoption of and any amendments to our Corporate Governance Guidelines;

monitoring legislative developments relevant to us and overseeing efforts to affect legislation and other public policy;

overseeing our political contributions;

overseeing our charitable giving;

monitoring our relations with stockholders;

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NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement

As described in the Corporate Governance Guidelines, the Governance and Nominating Committee considers potential candidates to be nominated for election as directors, whether recommended by a stockholder, director, member of management or consultant retained for that purpose, and recommends nominees to the Board. The Governance and Nominating Committee reviews the current biography of the potential candidate and additional information provided by the individual or group that recommended the candidate for consideration. The Governance and Nominating Committee fully considers the qualifications of all candidates and recommends the nomination of individuals who, in the Governance and Nominating Committee’s judgment, will best serve the long-term interests of all stockholders. In the judgment of the Governance and Nominating Committee and the Board, all director nominees recommended by the Governance and Nominating Committee should, at a minimum:

It is the intent of the Governance and Nominating Committee and the Board that at least one director on the Board will qualify as an “audit committee financial expert,” as that term is defined in regulations of the SEC.

The Governance and Nominating Committee will consider director candidates recommended by stockholders. Any such recommendation should include:

a description of any relationship between the candidate and the recommending stockholder;

a statement requesting that the Board consider nominating the individual for election as a director;

written consent of the proposed candidate to being named as a nominee; and

proof of the recommending stockholder’s stock ownership.

Recommendations by stockholders must be in writing and addressed to the Chair of the Governance and Nominating Committee, c/o Corporate Secretary, Norfolk Southern Corporation, Three Commercial Place, 13th Floor, Norfolk, Virginia 23510-9219. To ensure that the Governance and Nominating Committee will have adequate time to consider all candidates,stockholder recommendations must be received no later than November 20, 2013,19, 2014, in order to be considered for nomination for election at the 20142015 Annual Meeting of Stockholders.

A stockholder may directly nominate an individual for election as director instead of (or in addition to) recommending a candidate for the Governance and Nominating Committee’s consideration. Unless required by SEC regulations, stockholder nominees will not appear in our proxy statement or on the proxy card for the annual meeting.Stockholders wishing to nominate an individual for election as a director at an annual meeting must comply with specific Bylaw provisions, which are available on our website,www.nscorp.com,, in the “Investors”“Investor Relations” section under “Corporate Governance.”

NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement 28

BOARD OF DIRECTORS

TheFinance Committee FINANCE COMMITTEE met five times in 2012;2013; its current members are Gerald L. Baliles, Chair, Thomas D. Bell, Jr., Chair, Erskine B. Bowles, Robert A. Bradway, Wesley G. Bush, (who joined the Committee on February 27, 2012), Burton M. Joyce, Michael D. Lockhart, and Martin H. NesbittAmy E. Miles (who joined the Committee on February 18, 2013).January 21, 2014) and Martin H. Nesbitt. The Finance Committee is governed by a written charter last adopted by the Board effective November 23, 2010.

This committee’s duties include:

reviewing and evaluating tax and treasury matters and financial returns of our transactions.

TheCompensation Committee COMPENSATION COMMITTEE met fourfive times in 2012;2013; its current members are Daniel A. Carp, Chair, Gerald L. Baliles,Thomas D. Bell, Erskine B. Bowles, Wesley G. Bush, (who joined the Committee on February 27, 2012), Alston D. Correll and Steven F. Leer. All members of the Compensation Committee are independent (see information under “Director Independence” on page 20).22) and satisfy all additional requirements for service on a Compensation Committee, as defined by the applicable rules of the New York Stock Exchange and the SEC. The Compensation Committee is governed by a written charter last adopted by the Board effective November 27, 2012. July 23, 2013.

This committee’s duties include:

·

considering the results of any shareholder advisory vote on executive compensation in connection with its review of the executive compensation strategy, plans and programs of the Corporation;reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer’s compensation and considering and recommending to the independent members of the Board the compensation of the Chief Executive Officer based on an evaluation of the Chief Executive Officer’s performance relative to those corporate goals and objectives;

considering the results of any shareholder advisory vote on executive compensation in connection with its review of the executive compensation strategy, plans and programs of the Corporation;

considering and making recommendations to the Board concerning the adoption and administration of any management incentive bonus plan, deferred compensation plan, long-term incentive plan or other executive compensation plan, including personnel eligible to participate and the method of calculating bonuses, deferred compensation amounts or awards under any such plan;

overseeing the design of our employee retirement plans;

making any other compensation decisions for which it is desirable to achieve the protections afforded by Section 162(m) of the Internal Revenue Code or by other laws or regulations that may be or become relevant in this area and in which only “disinterested” directors may participate; and

The Compensation Committee makes all salary recommendations to the independent members of the Board of Directors for the Chief Executive Officer and, based on the Chief Executive Officer’s individual performance evaluations, to the Board of Directors for all other Board-elected officers. The Compensation Committee also makes long-term incentive compensation awards to directors and makes recommendations to the full Board of Directors on all other elements of director compensation. In setting such compensation for the directors and the Chief Executive Officer, the Compensation Committee considers the recommendations of the compensation consultant.

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NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement

BOARD OF DIRECTORS

The Compensation Committee has engaged Pay Governance to assist it in making compensation recommendations and decisions and otherwise fulfilling its duties under its charter. The Committee annually requests that Pay Governance assess our compensation and employee benefit arrangements, particularly those relevant to our directors and Executive Officers, and advise it whether any changes would be recommended in order to ensure that our compensation arrangements with our directors and Executive Officers are appropriate. The Committee has directed that the assessment include comparisons of our existing compensation arrangements to those of the other Class I railroads and American corporations of comparable size. During the Compensation Committee’s 20122013 review of the directors’, the Chief Executive Officer’s and other management’s compensation levels, the Committee considered the advice they received from Pay Governance; however, the Committee was responsible for deciding or for making final recommendations to the Board as to the form and amount of our compensation programs.

In January 20132014 the Compensation Committee considered whether Pay Governance had any conflicts of interest in its service as the Committee’s compensation consultant, as defined by the applicable rules of the New York Stock Exchange and the SEC.consultant. Based on information presented by Pay Governance and information provided by management, the Committee determined that Pay Governance has no such conflict of interest.

TheAudit Committee AUDIT COMMITTEE met nineeight times in 2012;2013; its current members are Burton M. Joyce, Chair, Thomas D. Bell, Jr., Robert A. Bradway, Karen N. Horn, Michael D. Lockhart, Martin H. NesbittAmy E. Miles (who joined the Committee on February 18, 2013)January 21, 2014), J. Paul ReasonMartin H. Nesbitt, and John R. Thompson (who joined the Committee on February 18, 2013).Thompson. The Board has determined that all current members of the Audit Committee are independent (see information under “Director Independence” on page 20)22) and satisfy

all additional requirements for service on an audit committee, as defined by the applicable rules of the New York Stock Exchange and the SEC, and no member of the Audit Committee serves on more than three public company audit committees. While other members of the Audit Committee may also qualify, the Board has determined that Burton M. Joyce, who is a member of the Audit Committee, qualifies as an “audit committee financial expert,” as that term is defined by SEC rules.

The Audit Committee is governed by a written charter last adopted by the Board effective November 24, 2009. This committee’s duties include:

assisting Board oversight of the accuracy and integrity of our financial statements, financial reporting process and internal control systems;

RELATED PERSON TRANSACTIONS

AUDIT COMMITTEE REPORT

Before our Annual Report on Form 10-K for the year ended December 31, 20122013, was filed with the SEC, the Audit Committee of the Board of Directors reviewed and discussed with management our audited financial statements for the year ended December 31, 2012.

2013.

The Audit Committee has discussed with KPMG LLP, our independent registered public accounting firm, the matters required to be discussed by Statement onPCAOB Auditing Standards 61,Standard No. 16, “Communications with Audit Committees,” as amended.

The Audit Committee also has received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the financial statements referred to above be included in our Annual Report on Form 10-K for the year ended December 31, 2012,2013, filed with the SEC.

20122013 Members of the Audit Committee

Burton M. Joyce,Chair

Thomas D. Bell, Jr.,Member

Robert A. Bradway,Member

Karen N. Horn,Member

Michael D. Lockhart,Member

J. Paul Reason,Martin H. Nesbitt, Member

John R. Thompson, Member

TRANSACTIONS WITH RELATED PERSONS

PERSON TRANSACTIONS

We may occasionally participate in transactions with certain “related persons.” Related persons include our Executive Officers, directors, beneficial owners of 5% or more beneficial owners of our common stock, immediate family members of these persons, and entities in which one of these persons has a direct or indirect material interest. We refer to transactions with these related persons as “related person transactions.” We have adopted a written policy to prohibit related person transactions unless they are determined to be in Norfolk Southern’s best interests. Under this policy, the Audit Committee is responsible for the review and approval of each related person transaction exceeding $120,000. In instances where it is not practicable or desirable to wait until the next meeting of the Audit Committee for review of a related person transaction, the Chair of the Audit Committee possesseshas been delegated authority to act between Audit Committee meetings. The Audit Committee, or the Chair, considers all relevant factors when determining whether to approve a related person transaction including, without limitation, whether the proposed transaction is on terms and made under circumstances that are at least as favorable to Norfolk Southern as would be available in comparable transactions with or involving unaffiliated third parties. Among other relevant factors, they consider the following:

The Chair must report any action taken pursuant to this delegated authority to the Audit Committee at its next meeting. In addition, at the Audit Committee’s first meeting of each fiscal year, it reviews all previously approved related person transactions that remain ongoing and have a remaining term or remaining amounts payable to or receivable from us of more than $120,000. Based on all relevant facts and circumstances, taking into consideration our contractual obligations,

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NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement

EXECUTIVE COMPENSATION

the Audit Committee determines whether it is in our and our stockholders’ best interest to continue, modify or terminate the related person transaction. During 2013, the Corporation did not have any related persons transactions.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during 20122013 were Daniel A. Carp, Chair, Gerald L. Baliles,Thomas D. Bell, Jr., Erskine B. Bowles, Wesley G. Bush, Alston D. Correll, and Steven F. Leer. None of the foregoing members has ever been employed by Norfolk Southern, and no such member had, during our last fiscal year, any relationship with us requiring disclosure under Item 404 of Regulation S-K or under the Compensation Committee Interlocks disclosure requirements of Item 407(e)(4) of Regulation S-K.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

20122013 Compensation Highlights

For 2012,2013, the Compensation Committee of our Board of Directors (which we will refer to as the “Committee”) madetook the following key changesactions with respect to executive compensation, all as more fully described in this Compensation Discussion and Analysis:

·

Replaced pre-tax net income with operating income as a bonus metric, and increased the percentage of annual bonus that is tied to this metric to 50%.Changed its policy for setting compensation for the Chief Executive Officer to target the 50th percentile of comparative market data for total direct compensation, rather than targeting a range from the 50th to 65th percentile as was used in prior years.

Set financial and operating targets which, if met, would produce a 67% bonus payout. Norfolk Southern exceeded its targeted goals for the operating ratio and composite service measures, but the targeted financial goal for operating income was not met.

Continued to grant, as in past years, long-term incentive awards consisting of options, restricted stock units, and performance shares, all of whose ultimate value is based on shareholder return. The value of performance shares is also tied to achievement of disclosed goals for total stockholder return, return on average invested capital and operating ratio.

Awarded CEO compensation that is 78% at-risk and 54% of which is tied to established corporate performance goals.

Awarded CEO compensation that is 72% equity-based awards that are aligned with shareholder returns.

Continued to engage with stockholders on matters concerning executive compensation and make changes to our compensation programs as a result of such engagement, including eliminating prospective tax gross-up payments for senior executives.

The Committee believes that the above-describedour compensation program changes were necessary to provide aprovides competitive pay, promotes retention and provides incentives for performance package that continues to incentivize our Executive Officers to maximize long-term shareholder value while also promoting retention.value.

NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement 32

EXECUTIVE COMPENSATION

Objectives of Compensation Program

Norfolk Southern’s primary objective with respect to executive compensation program is to design compensation programs which will:primarily designed to:

The Committee is responsible for developing and maintaining appropriate compensation programs for our Executive Officers, including our Named Executive Officers.

In order to enhance the Committee’s ability to carry out these responsibilities effectively, as well as ensure that Norfolk Southern maintains strong links between executive pay and performance, the Committee:

To show the compensation comparison betweenprogram.

Annually reviews individual performance of the Executive Officers with the Chief Executive Officer and our executive vice presidents (collectively, the “Named Executive Officers”), Norfolk Southern has chosen to reportrecommends any compensation for all of its executive vice presidents in theadjustments.

Has retained Pay Governance LLC as an independent compensation tables in this proxy statement and to discuss their compensation in this Compensation Discussion and Analysis section.consultant.

Management Recommendations

The Chief Executive Officer and the Executive Vice President-Administration provide recommendations to the Committee on any adjustments to compensation for the Named Executive Officers, other than the Chief Executive Officer. Such adjustments are based on each individual’s performance, level of responsibility, and time in position. In addition, the Chief Executive Officer and Executive Vice President-Administration provide recommendations to the Committee on adjustments to compensation to address retention needs, performance goals, internal and market pay equity, overall corporate performance, and general economic conditions. Pay Governance makes recommendations to the Committee on any adjustments to compensation for the Chief Executive Officer, and the Chief Executive Officer is not

present when the Committee makes decisions on his

compensation package.

Use of Compensation Consultant

The Committee engaged Pay Governance to provide

executive compensation consulting services to the Committee during 2012. 2013.

Pay Governance does not provide services to Norfolk

Southern other than servicesthose provided directly toat the

request of the Committee. Pay Governance provides

requested reports and information to the Committee and

attends Committee meetings at the Committee’s

request. For 2012,2013, the Committee engaged Pay

Governance to (1) conduct a market pay assessment of

Norfolk Southern’s compensation levels relative to both

the competitive market and Norfolk Southern’s

compensation philosophy, including identifying and

reviewing market

benchmark

positions and

compensation comparison data, (2) assist Norfolk

Southern with the development of long-term incentive

grant guidelines for the officer and management groups,

based on Pay Governance’s competitive pay assessment

and long-term incentive competitive market data,

(3) conduct an assessment of Norfolk Southern’s non-employeenon-

employee directors’ compensation package relative to

competitive market practices, (4) review emerging trends

and issues in executive compensation with the

Committee and discuss the implications for Norfolk

Southern, and (5) provide certain additional executive

compensation consulting services as may be requested

by the Committee. In conducting the market pay

assessment, Pay Governance reviews with the

Committee parameters for the selection of peer group

companies and compiles compensation data for the peer

group. The Committee uses this information as a starting

point for its compensation decisions.

Compensation Policies

In setting compensation for the Named Executive

Officers, the Committee:

Considers comparative market data,

regardless of whether such amounts realized may have resulted in a higher or a lower payout than targeted in prior years. Since the nature and purpose of performance-based and stock-based compensation is to tie executives’ compensation to future performance, the Committee believes that considering amounts realized from prior compensation awards in making current compensation decisions is inconsistent with such purpose.

Peer Group

The Committee monitors the continuing appropriateness of the peer group. Beginning in 2011, the Committee selected anarrowed its peer group for the Named Executive Officers consisting ofto focus on the other North American Class I railroads. The Committee selected this peer grouprailroads because Norfolk Southern is increasinglyprimarily in competition with the other North American Class I railroadsthose companies for key executive talent. As a result, the Committee determined that reference to the pay levels at the other North American Class I railroads was the most relevant comparator for the Named Executive Officers. For 2012, the Committee determined it would compare against individual companies in the peer group as well as a peer group as a whole. The Committee used this comparison because it views CSX and Union Pacific as more direct competitors for executive talent than the Canadian railroads or the comparatively smaller Kansas City Southern. BNSF Railway’s compensation was not considered for 2012 because its executive compensation data is not publicly available, and individual company data was required for the Committee’s 2012 analysis. Therefore, the publicly traded North American Class I railroads that make up the peer group companies for 20122013 (“Peer Group Companies”) are:

EXECUTIVE COMPENSATION

The Committee applies its executive compensation policies consistently to all Named Executive Officers, and the application of these policies produces differing amounts of compensation for the Chief Executive Officer, the executive vice president level, and executives at lower management levels within the Corporation. In setting the Chief Executive Officer’s compensation, the Committee applies the policies described above and, in particular, strives to balance comparative market data for chief executive officers of Peer Group Companies with its goal to provide meaningful incentive opportunities earned on the basis of performance which contributes to delivering stockholder returns. In considering comparative market data for the Chief Executive Officer, the Committee also considers experience. In addition, the Committee looks at executives at the executive vice president level and considers the appropriate compensation differential between the Chief Executive Officer and the executive vice presidents. Because the Chief Executive Officer’s job carries the highest level of responsibility and has the greatest ability to drive shareholder value, his total compensation contains a higher variable or “at-risk” component than that of other executives.

Consideration of Stockholder Advisory Vote on Compensation

At Norfolk Southern’s 2012 Annual Meeting of Stockholders, the Corporation’s stockholders voted on a non-binding advisory resolution on the compensation provided to the Corporation’s Named Executive Officers, as reported in the Compensation Discussion and Analysis and executive compensation tables in the Corporation’s 2012 proxy statement. Approximately 94% of voting stockholders approved that resolution, excluding abstentions and shares that were not voted. The Committee viewed the results of the advisory vote as demonstrating broad shareholder support for our current executive compensation program. Given the results of the stockholder advisory vote and the Committee’s ongoing review of the Corporation’s compensation programs, the Committee believes that the Corporation’s existing compensation programs effectively align the interests of the Named Executive Officers with the Corporation’s long-term goals. While the stockholder vote on compensation is advisory in nature, the Board and Compensation Committee will carefully consider the results of any such vote in future compensation decisions.

BNSF Railway

Canadian National Railway

Canadian Pacific Railway

CSX

Kansas City Southern

Union Pacific

The Committee applies its executive compensation

policies consistently to all Named Executive Officers, and

the application of these policies produces differing

amounts of compensation for the Chief Executive Officer,

the President and the Executive Vice Presidents based on

tenure and responsibilities. In setting the Chief Executive

Officer’s compensation, the Committee strives to

balance comparative market data for chief executive

officers of Peer Group Companies with its goal to provide

meaningful incentive opportunities earned on the basis of

performance which contributes to delivering stockholder

returns. In addition, the Committee looks at executives at

the President and Executive Vice President levels and

considers the appropriate compensation differential

between the Chief Executive Officer and the remaining

executive officers. Because the Chief Executive Officer’s

job carries the highest level of responsibility and has the

greatest ability to drive shareholder value, his total

compensation contains a higher variable or at-risk

component than that of other executives.

Consideration of Stockholder Advisory Vote on

Compensation

At Norfolk Southern’s 2013 Annual Meeting of

Stockholders, the Corporation’s stockholders voted on a

non-binding advisory resolution on the compensation

provided to the Corporation’s Named Executive Officers,

as reported in the Compensation Discussion and Analysis

and executive compensation tables in the Corporation’s

2013 proxy statement. Approximately 96% of voting

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NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement

EXECUTIVE COMPENSATION

Shareholder Engagement

The Corporation regularly engages with its stockholders on matters of interest to stockholders as a whole, including executive compensation issues. In response to these discussions, the Committee and the Board of Directors have made several changes in 2013 to the executive compensation program and plans.

Tax Gross-up Payments

In 2012, the Board of Directors adopted a policy providing that the Corporation not make or promise to make to its senior executives any tax gross-up payments, except as provided pursuant to existing contractual obligations or a plan, policy or arrangement applicable to Norfolk Southern’s nonagreement employees generally. In January 2013, theThe Corporation entered into amendments to its change-in-control agreements with the Named Executive Officers to eliminate tax gross-up payments provided under the agreements.

Pledging; Hedging

All Executive Officers of Norfolk Southern are required to clear any transaction involving its common stock with Norfolk Southern’s Corporate Secretary prior to engaging in the transaction. Certain Executive Officers maintain securities accounts at brokerage firms, and the positions held in such accounts, which may from time to time include shares of Norfolk Southern common stock, may have been pledged as collateral security for the repayment of any debit balances in the accounts. None of Norfolk Southern’s Executive Officers have otherwise pledged or hedged Norfolk Southern’s securities.

In response to stockholder concerns, the Board of Directors adopted a policy in January 2013, effective immediately, to prohibit the Corporation’s Executive Officers from entering into pledging or hedging transactions or positions regarding the Corporation’s securities.

Executive Management Incentive Plan Cap

In addition, in April 2012, the Corporation amended the Executive Management Incentive Plan to provide that bonuses paid to any executive under the plan will not exceed the lesser of three tenths of one percent of the Corporation’s income from railway operations for the incentive year or ten million dollars. Bonuses paid under the Executive Management Incentive Plan had not exceeded this cap, but the Committee and Board of Directors adopted this limit in response to concerns expressed by its stockholders.

Benchmark for Chief Executive Officer’s Total Direct Compensation

In January 2013, theThe Committee changed its policy for setting compensation for the Chief Executive Officer to target the 50th percentile of comparative market data for total direct compensation, rather than targeting a range from the 50th to 65th percentile.

Compensation Components

Overview

The Committee strives to create a compensation program that provides our Named Executive Officers with a balanced compensation package that includes an appropriate base salary along with competitive annual and long-term incentive compensation, so as to directly link executives’ compensation to the Corporation’s financial performance and thus align their interests with those of our shareholders.stockholders. Norfolk Southern’s total compensation for its Named Executive Officers is thus

weighted heavily toward performance-based incentive compensation rather than base salary, with the result that a substantial portion of 20122013 target executive compensation aligns with shareholder interests and is “at-risk”.at-risk.

For 2013, Norfolk Southern has chosen to report compensation for its Chief Operating Officer as an additional Named Executive Officer in the compensation tables and to discuss his compensation in this Compensation Discussion and Analysis section.

2013 Named Executive Officers

Name Position

Charles W. Moorman, IV Chairman and Chief Executive Officer

James A. Squires President

John P. Rathbone Former Executive Vice President – Finance and Chief Financial Officer

Marta R. Stewart Executive Vice President – Finance and Chief Financial Officer

Deborah H. Butler Executive Vice President – Planning and Chief Information Officer

Mark D. Manion Executive Vice President and Chief Operating Officer

Donald W. Seale Executive Vice President and Chief Marketing Officer

NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement 36

EXECUTIVE COMPENSATION

2013 CEO Target Total Compensation Mix

Salary 11%

Total Cash

Compensation

Bonus 17% 28%

PSUs 37%

Long-Term

Compensation

72%

Options 24%

RSUs 11%

Performance-

Total Direct Based

Compensation At-Risk Compensation

100% Compensation 54%

78%

2013 CEO Target Mix of Long-Term Incentive Plan Awards

37

NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement

Norfolk Southern’s executiveEXECUTIVE COMPENSATION

2013 Executive Vice President Target Total Compensation Mix*

Salary 23%

Total Cash

Compensation

43%

Bonus 20%

Total Direct Performance-

Compensation Based

At-Risk

100% Compensation

Compensation 48%

66%

PSUs 28%

Long-Term

Compensation

57%

Options 18%

RSUs 11%

2013 Executive Vice President Target Mix of Long-Term Incentive Plan Awards

19%

Performance Share Units

Options

49%

Restricted Stock Units

32%

* The charts on this page reflect the compensation programsmix for 2012 are designed soMr. Squires’ service as an Executive Vice President before his promotion to President of the Corporation on June 1, 2013. These charts do not reflect Mr. Squires’ adjusted compensation mix for his role as President beginning on June 1, 2013, because the Committee did not adjust the targets for his long-term incentive opportunities at that at target levels of performance, total directtime. For a similar reason, the charts on this page do not reflect the compensation mix for NamedMs. Stewart, who became an Executive Officers is in approximately the 50th to 65th percentile as compared to the Peer Group Companies. Total direct compensation consists of salary, annual bonus, and long-term incentives. The greater the level of an executive’s responsibility, the higher the proportion of his or her compensation which is at risk. Vice President on November 1, 2013.

NORFOLK SOUTHERN CORPORATION 2014 Proxy Statement 38

In establishing compensation for the different executive levels, the Committee striveshas historically attempted to provide internal pay equity across each level so that executives occupying positions at a similar level and having a similar level of responsibility, such as executive vice presidents, receiveExecutive Vice President, received similar total direct compensation.

Given recent changes in the executive officers of the Corporation and resulting differences in relative responsibilities and tenure, the Compensation Committee now considers internal pay equity across each level as only one of many factors to consider.

The Committee considers what proportion of total direct compensation should be paid annually as base salary, as total cash compensation (salary plus bonus) and as long-term compensation. This allocation is based in part on comparison to the compensation mix of the Peer Group Companies. In prior years theThe Committee benchmarked base salary and total cash compensation for Peer Group Companies and set targets for each as a percentile. For 2012, the Committee determined that it would benchmarkbenchmarks Executive Officers’ total direct compensation as the best measure of the Corporation’s competitiveness with Peer Group Companies, rather than set a specific target for each component of compensation. While the Committee will consider benchmarked (and/or averaged, particularly where the sample size is small) base salary, total cash compensation and long-term compensation for the Peer Group Companies as a whole or for individual Peer Group Companies, the Committee willdoes not establish targeted percentiles for the componentseach component of total direct compensation. The Committee believes this approach targets a competitive level of total direct compensation, while also allowing the Committee the flexibility to consider market practices, internal pay equity, and our history of salary and bonus adjustments in determining the compensation component mix. This allocation is re-evaluatedreevaluated annually.

For 2012,Periodically, the Committee reviewedreviews the mix of compensation paid to the Chief Executive Officer in 2011 and determined thatother Named Executive Officers compared to the base salary and total cash compensation mix paid to the Chief Executive Officer were lower than the average base salaries and total cash compensation paid to the chief executivesimilar officers of theat individual Peer Group Companies. The Committee further noted thatDuring 2012, this review resulted in an increase in the Chief Executive Officer’s base salary and annual bonus were significantly lower when compared with CSX and Union Pacific, which are the two companies that the Committee views as the most direct competitors with Norfolk Southern forcash components of executive talent. Similarly, the Committee reviewed the compensation, paidwhile keeping Total Direct Compensation targets unchanged. During 2013, this review did not result in any change to the allocation of Total Direct Compensation, and accordingly, executive vice presidents in 2011 and determined that the executive vice presidents had relatively low total cash compensation as compared to the Peer Group Companies, and that the executive vice presidents’ annual bonuses were significantly lower as compared with the annual bonuses at CSX and Union Pacific.

To better align the compensation mix with those of the Peer Group Companies, while maintaining an overall target for total direct compensation of approximately the 50th to 65th percentile as compared to the Peer Group Companies, the Committee decided to raise salariessalary levels and bonus opportunities for all of the Named Executive Officers in 2012,were not changed, other than as further discussed below under “Salaries” and “Annual Bonus”. As a result for 2012,of a change in position level.

Also during 2013, the Corporation appointed Mr. Squires as President. Based on recommendations from the compensation consultant, the Compensation Committee

NORFOLK SOUTHERN CORPORATION

EXECUTIVE COMPENSATION

increased Mr. Squires’ salary and bonus opportunity, commensurate with the increase in Mr. Squires’ duties.

For 2013, the portion of total direct compensation awarded as cash compensation was approximately 29%28% for Mr. Moorman, 47% for Mr. Squires, 71% for Ms. Stewart and 45%43% for the other Named Executive Officers, and the portion of total direct compensation awarded as long-term incentive compensation was approximately 71%72% for Mr. Moorman, 53% for Mr. Squires, 29% for Ms. Stewart and 55%57% for the other Named Executive Officers.

Mr. Squires and Ms. Stewart were each promoted to new positions in 2013. As a result of these appointments, the Compensation Committee increased their salary and bonus opportunities for 2013, but did not award any additional long-term incentive compensation. As a result, Mr. Squires and Ms. Stewart each had a greater percentage of total direct compensation awarded as cash compensation for 2013.

The Committee further considers the portion of total direct compensation which is to be awarded as long-term compensation (including both the fixed and the at-risk portions) and how the long-term piece of compensation should be allocated among stock options, performance shares, and restricted stock units. This allocation is based on general market practices, compensation trends, governance practices, and business issues facing Norfolk Southern. In making this determination, the Committee takes into account the potential dilutive effect of stock-based awards, and the burn rate of such awards, including guidance on these measures from proxy advisory services, and further considers the purpose behind each element of long-term compensation and how the allocation among these elements will contribute to its overall compensation policies. The Committee does not target comparative market data in making this allocation decision. For 2012,2013, the Committee retained the same mix of awards as were granted in 2011.

2011 and 2012.

The Committee considers where the resulting total direct compensation, valued at the time of the award, falls within the targeted 50th to 65th parameter.parameter for the Named Executive Officers. This comparison is based on salary for the upcoming year, an estimated 67% earn-out for the bonus, an estimated 50% earn-out for performance share units awarded for the upcoming year, a binomial model valuation for stock options, and an estimated fair market value for restricted stock units. The value of long-term incentive compensation is based on the estimated fair market value of Norfolk Southern’s stock at the time the award is approved by the Committee.

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2014 Proxy Statement

EXECUTIVE COMPENSATION

Total direct compensation awarded for 20122013 for Mr. Moorman was positioned at the 51st56th percentile as compared to the Peer Group Companies, and therefore within a reasonable range of the targeted 50th percentile There were no directly comparable positions to 65th parameter.Mr. Squires’ position at the Peer Group Companies so the Committee was not able to consider where his total direct compensation was positioned as compared to other presidents at Peer Group Companies. Total direct compensation awarded for 20122013 to the executive vice presidentsExecutive Vice Presidents, other than Ms. Stewart, was positioned at the 48th52nd percentile as compared to the Peer Group Companies, and therefore was within a reasonable range of the 50th to 65th percentile target.

Ms. Stewart served as an Executive Vice President for only two months during 2013, and as such her compensation fell below the target for Executive Vice Presidents.

The Committee may adjust compensation for any executive based on individual performance or to align with the Corporation’s compensation objectives. In particular, the Committee may reduce certain compensation that is based on corporate performance (such as the annual bonus or performance shares), and may reduce or increase certain compensation that is not based on corporate performance (such as the number of restricted stock units awarded). The Committee determined in 20132014 that the individual performance of all Named Executive Officers for 20122013 met or

exceeded expectations and therefore did not make any adjustments to compensation on the basis of individual performance.

Salaries

The Committee reviews the Named Executive Officers’ base salaries annually and makes adjustments from time to time to realign salaries with market levels, after taking into account individual performance and experience, or for other circumstances. As described above, after undertaking this review in November 2011, the Committee recommended increases to eachsalaries of the Named Executive Officers’ base salaries beginning in 2012. The Board of Directors adopted the Committee’s recommendation and approved an increase in the Chief Executive Officer’sOfficer and Executive Vice Presidents were not increased in 2013. Mr. Squires’ salary was increased effective June 2013 due to his appointment to the position of President. Because there are no directly comparable positions at the Peer Group Companies, the Committee considered Mr. Squires’ additional duties and positioned his salary between the Chief Executive Officer level and Executive Vice President level. Ms. Stewart’s salary was increased effective November 2013 due to her appointment to the position of Executive Vice President and Chief Financial Officer. The base salary to $1,000,000, and an increase in the base salary for each of the executive vice presidents to $600,000, with the increases effective in January 2012. Before this increase, the base salarysalaries for the Chief Executive Officer and executive vice presidents wasExecutive Vice Presidents were last increased in 2008, other than salary adjustments for individual executive vice presidents who were transitioning into their positions in recent years.2012.

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NORFOLK SOUTHERN CORPORATION

Annual Bonus

Each of our Named Executive Officers participates in Norfolk Southern’s Executive Management Incentive Plan (“EMIP”), which is designed to compensate executives based on achievement of annual corporate performance goals. Each year, the Committee establishes a maximum bonus opportunity for each Named Executive Officer. This opportunity is expressed as a percentage of base salary and is determined using a variety of relevant factors including but not limited to the competitive landscape reflected by the Peer Group Companies.

Annual Maximum Committee’s Company

Base X Bonus Discretionary X Payout

Salary Opportunity Adjustment Percentage

Earned

For 2012,2013, the Committee established a maximum bonus opportunity for Mr. Moorman of 250% of his base salary, and a maximum bonus opportunity for each of the executive vice presidentsExecutive Vice Presidents of 145% of his or her base salary. Upon Mr. Squires’ appointment as President of the Corporation, the Committee increased his maximum bonus opportunity to 165% for the remainder of 2013, which was positioned between the Chief Executive Officer’s and Executive Vice President’s maximum bonus opportunity levels. The maximum annual award that each Named Executive Officer is eligible to receive is not the amount expected to be paid to an executive, but is instead the highest amount that the Committee may award as performance-based compensation while preserving deductibility under Section 162(m) of the Internal Revenue Code. The Committee has no discretion to increase the bonus payout above the maximum bonus opportunity under the EMIP. The Committee chose these maximum opportunities to permit flexibility in the event of unusual and exceptional circumstances, and their expectation, absent such circumstances, was to approve payouts that correspond to a 225% opportunity for Mr. Moorman, a 150% opportunity for the President position and a 135% opportunity for executive vice presidentsExecutive Vice Presidents to more closely align with market pay positions. As described earlier, the Committee targetedestablished performance targets which, if met, would result in bonus payments equal to 67% of the 225%, 150% and 135% opportunities.

After the end of the performance year 2012,2013, the Committee did not make any adjustments to the bonus payout based on individual performance and approved bonus payouts to Mr. Moorman based on a 225% opportunity, to Mr. Squires at a 150% opportunity for the portion of the year he served as President and to the executive vice presidents

2014 Proxy Statement

EXECUTIVE COMPENSATION

Executive Vice Presidents based on a 135% opportunity. For 2013, the Committee set the following threshold, The bonus amounts paid for 20122013 and reported as “Non-Equity“Non- target and maximum payouts: Equity Incentive Plan Compensation” in the Summary

Compensation Table are based on the formula described if Norfolk Southern achieved only one of

below applied to these bonus opportunities. each threshold performance measure listed

below, then a threshold payout of:

Under EMIP, each participant has an opportunity to earn

a bonus amount that is contingent upon achievingdetermined by the relevant performance goals. The performance goals for 2012 were based 50% oncompany’s — 0.02% at an operating income 35% onof $1.501

performance relative to goals established by the billion, or

Committee. In 2013, the Committee established goals — 0.35% at an operating ratio of 77.9%,

for operating income, operating ratio and the composite or

service measure, weighted 50%, 35% and 15% on

repectively. The composite service measure is the — 4.5% at a composite of three service measures, consistingmeasure of

weighted average of adherence to operating plan, 73%

connection performance, and train performance, (which we will refer to as the “composite service measure”).with

weights of 30%, 30% and 40% respectively. Each metric a targeted payout of 67% for an operating

is based on objective performance targets, and the income of $3.30 billion, an operating ratio of

composite service measure is based on goals for each of 71.2% and a composite service measure of

the three individual service measures. The composite 80.0%, and

service measure is comprised of 30% for adherence to

operating plan, 30% for connection performance and a maximum payout of 100% if Norfolk

40% for train performance. The portions of the bonus Southern achieved an operating income

based on

operating income, operating ratio and the equal to or in excess of $3.49 billion, an

composite service measure each vest independently, so it operating ratio equal to or lower than 70.7%,

is possible to earn a bonus by achieving the threshold on and a composite service measure equal to or

only one of these metrics. The Committee selected these in excess of 82.5%.

metrics for 20122013 because it believed that use of such

metrics best reflects railroad management effectiveness The dollar amounts corresponding to the above-listed

and thereby enhances stockholder value. In anticipation of improved business conditions in 2012, the Committee raised the performance standards for operating ratio and for the composite service measure for 2012 as compared with performance goals established in 2011 to drive improved performance in service, and implemented an operating income target which reflected growth expectations over 2011.

For 2012, the Committee set the following threshold, target and maximum payouts: