NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

See description under Item 2.03.

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

On May31, 2017, Norfolk Southern Corporation (the Registrant)
completed its offering of $300,000,000 aggregate principal amount
of its 3.150% Senior Notes due 2027 (the Notes) to an
Underwriting Agreement, dated May22, 2017 (the Agreement), by and
among the Registrant and Citigroup Global Markets Inc. and Wells
Fargo Securities, LLC, as representatives of the several
underwriters named therein. The Notes were sold to the
Registrants Automatic Shelf Registration Statement on Form S-3
(File No.333-202023). The Agreement was initially filed as
Exhibit 1.1 to the Registrants Current Report on Form 8-K filed
on May24, 2017.

The Notes were issued to an Indenture, dated as of June2, 2015
(the Base Indenture), as supplemented by a fourth supplemental
indenture, dated as of May31, 2017 (the Fourth Supplemental
Indenture and, together with the Base Indenture, the Indenture),
each between the Registrant and U.S. Bank National Association,
as trustee. The Notes will pay interest semi-annually in arrears
at a rate of 3.150% per annum.

The Notes may be redeemed in whole at any time or in part from
time to time, at the Registrants option, as described below.

If the Notes are redeemed prior to the date that is three months
prior to their maturity date, the redemption price for the Notes
to be redeemed will be equal to the greater of (i) 50% of their
principal amount or (ii)the sum of the present value of the
remaining scheduled payments of principal and interest on the
Notes to be redeemed to and including the date that is three
months prior to the maturity date of the Notes (exclusive of
interest accrued to, but not including, the date of redemption),
discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at a
specified rate, plus accrued and unpaid interest on the principal
amount being redeemed to, but not including, the redemption date.

If the Notes are redeemed on or after the date that is three
months prior to the maturity date for the Notes, the redemption
price for the Notes to be redeemed will equal 50% of the
principal amount of such Notes, plus accrued interest to, but not
including, the redemption date.

The Fourth Supplemental Indenture is filed herewith as Exhibit
4.1. The description of the Indenture contained herein is
qualified by reference thereto.

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Item9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Current Report
on Form 8-K:

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to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

About NORFOLK SOUTHERN CORPORATION (NYSE:NSC)

Norfolk Southern Corporation is a holding company engaged in the rail transportation business. The Company operates approximately 20,000 miles of road primarily in the East and Midwest. The Company is engaged in the rail transportation of raw materials, intermediate products and finished goods primarily in the Southeast, East and Midwest. The Company, through interchange with rail carriers, to and from the rest of the United States. The Company also transports overseas freight through various Atlantic and Gulf Coast ports. It provides logistics services and offers the intermodal network in the eastern half of the United States. The Company’s system reaches various manufacturing plants, electric generating facilities, mines, distribution centers and other businesses located in its service area. The Company’s intermodal market group consists of shipments moving in trailers, domestic and international containers, and RoadRailer equipment.

NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Recent Trading Information

NORFOLK SOUTHERN CORPORATION (NYSE:NSC) closed its last trading session down -0.46 at 123.67 with 3,115,674 shares trading hands.