8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 23, 2013 (September 18, 2013)

________________________________

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

________________________________

Virginia	1-8339	52-1188014
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
Three Commercial Place		(757) 629-2680
Norfolk, Virginia 23510-9241		(Registrant's telephone number, including area code)
(Address of principal executive offices)

No Change
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

Item 1.01.       Entry into a Material Definitive Agreement

On September 20, 2013, the Registrant entered into a Consulting Agreement with Mr. John P. Rathbone pursuant to which Mr. Rathbone will,as requested by the Registrant, provide consulting services following his retirement with respect to various business matters, including strategic acquisitions and dispositions, capital raising activities and major financings, and business strategy planning.  The term of the Consulting Agreement is one year and may be renewed for an additional year upon mutual agreement between the Registrant and Mr. Rathbone.  Pursuant to the Consulting Agreement, Mr. Rathbone also agreed not to compete with the Registrant or solicit employees or customers of the Registrant for three years.  Mr. Rathbone will receive fees of $550,000 for his consulting services during the initial one-year term, as set forth in the Consulting Agreement.  The Consulting Agreement is attached hereto as Exhibit 10.1. 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 18, 2013, Mr. John P. Rathbone provided the Board of Directors notice of his intent to retire from his position as Executive Vice President and Chief Financial Officer of Norfolk Southern effective November 1, 2013.  Ms. Marta R. Stewart, currently Vice President and Treasurer, has been appointed Executive Vice President and Chief Financial Officer effective November 1, 2013.  Norfolk Southern issued a Press Release on September 20, 2013, announcing this action. The press release is attached hereto as Exhibit 99.1. 

Ms. Stewart, 55, has been employed by Norfolk Southern since 1983, and she has served as Vice President and Treasurer since April 1, 2009.  Prior to that, she served as Vice President and Controller from December 1, 2003, until April 1, 2009.

Also on September 20, 2013, Mr. Thomas E. Hurlbut, currently Vice President Audit and Compliance, was appointed as Vice President and Controller of the Registrant, effective November 1, 2013. The current Vice President and Controller of the Registrant, Mr. Clyde H. Allison, Jr., has been appointed as Vice President Audit and Compliance, effective November 1, 2013.  Norfolk Southern issued a Press Release on September 23, 2013, announcing this action. The press release is attached hereto as Exhibit 99.2.

Mr. Hurlbut, 48, has been employed by Norfolk Southern since 1992, and he has served as Vice President Audit and Compliance since February 1, 2010.  Prior to that, he served as Assistant Vice President Internal Audit from February 1, 2008, until February 1, 2010. 

Norfolk Southern confirms, as required by regulations under the Securities and Exchange Act of 1934, that (1) there is no family relationship between Ms. Stewart or Mr. Hurlbut and any director or executive officer of Norfolk Southern, (2) there was no arrangement or understanding between Ms. Stewart or Mr. Hurlbut and any other person pursuant to which either was elected to his or her respective position with Norfolk Southern, and (3) there is no transaction between Ms. Stewart or Mr. Hurlbut and Norfolk Southern that would require disclosure under Item 404(a) of Regulation S-K. No material plan, contract or arrangement (whether or not written) to which Ms. Stewart or Mr. Hurlbut is a party or a participant was entered into or materially amended in connection with their appointments, and neither Ms. Stewart nor Mr. Hurlbut received any grant or award or any modification thereto, under any such plan, contract or arrangement in connection with such event.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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

Exhibit Number	Description
99.1	Press Release dated September 20, 2013.

99.2	Press Release dated September 23, 2013.
10.1	Consulting Agreement by and between Norfolk Southern Corporation and John P. Rathbone dated September 20, 2013

Pursuant 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.

SIGNATURES

NORFOLK SOUTHERN CORPORATION

(Registrant)

/s/ Howard D. McFadden

Name: Howard D. McFadden
Title: Corporate Secretary

Date: September 23, 2013

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated September 20, 2013.

99.2	Press Release dated September 23, 2013.
10.1	Consulting Agreement dated September 18, 2013.

EX-99

Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-2191

FOR IMMEDIATE RELEASE

Sept. 20, 2013

Norfolk Southern names Marta Stewart Executive Vice President and CFO;

John Rathbone to retire

NORFOLK, VA. – Marta R. Stewart has been named executive vice president and chief financial officer for Norfolk Southern Corp. with headquarters in Norfolk, effective Nov.1. She will report to NS President James A. Squires.

Stewart succeeds John P. Rathbone, who will retire Nov.1, after a 32-year career in the finance and administrative divisions at Norfolk Southern.

“We thank John Rathbone for his leadership, counsel, and numerous contributions that have been instrumental in building today’s Norfolk Southern,” said NS CEO Wick Moorman. ”I am confident that our company’s history of financial excellence will be in good hands with Marta Stewart.”

Stewart joined Norfolk Southern in 1983 and served in several finance positions before being named vice president and controller in 2003 and then vice president and treasurer in 2009. She holds a bachelor’s degree in accounting from The College of William & Mary and is a Certified Public Accountant.

Rathbone joined Norfolk Southern predecessor, Norfolk & Western Railway Co., in 1981. He served in several auditing positions before being named vice president and controller in 1992, senior vice president and controller in 2000, executive vice president administration in 2004, and executive vice president finance and chief financial officer in 2012.  A native of Alexandria, Va., he earned a bachelor’s degree in history and English from Virginia Tech and is a Certified Public Accountant.

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Norfolk Southern Corporation is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal, automotive, and industrial products.

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Norfolk Southern contacts:

(Media) Frank Brown, 757-629-2710 (fsbrown@nscorp.com)

(Investors) Michael Hostutler, 757-629-2861 (michael.hostutler@nscorp.com)

EX-99

Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-2191

FOR IMMEDIATE RELEASE

Sept. 23, 2013

Norfolk Southern names seven to new management responsibilities

NORFOLK, VA. – Norfolk Southern CEO Wick Moorman today announced the appointment of seven executives to new management responsibilities:

Clyde H. “Jake” Allison Jr., currently vice president and controller, will become vice presidentaudit and compliance in Norfolk.

Fredric M. Ehlers, currently vice president network and service management, will become vice president information technology in Atlanta.

Jerry W. Hall, currently vice president intermodal operations, will become vice president network and service management in Atlanta.

Thomas E. Hurlbut, currently vice president audit and compliance, will become vice president and controller in Norfolk.

Denise W. Hutson, currently assistant corporate secretary, will become corporate secretary with headquarters in Norfolk.

Alan H. Shaw, currently group vice president chemicals, will become vice president intermodal operations in Norfolk.

Thomas G. Werner, currently vice president information technology, will become vice president and treasurer with headquarters in Norfolk.

All of the appointments are effective Nov. 1, with the exception of an Oct. 1 effective date for Hutson.

Allison joined NS in 1993 as manager internal audit and subsequently served as assistant vice president strategic sourcing, assistant vice president accounting operations, and assistant vice president corporate accounting. In 2009, he was named vice president and controller. Allison holds a degree from Virginia Tech and is a Certified Public Accountant.

Ehlers joined Norfolk Southern in 1985 as a management trainee. He served in a number of transportation positions before being named assistant vice president executive in 2004 and vice president customer service in 2007. Ehlers earned degrees from Michigan State University and Queens College.

Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-2191

Hall joined Norfolk Southern in 1986 as a management trainee and has held positions of increasing responsibility in the transportation department. He was named general manager of the company’s northern region in 2009 and vice president intermodal operations in 2013. Hall earned a degree from the University of Alabama.

Hurlbut joined Norfolk Southern in 1992 and has held positions of increasing responsibility in the company’s accounting department. He was named assistant vice president internal audit in 2008 and vice president audit and compliance in 2010. He holds a degree from Washington & Lee University and is a Certified Public Accountant.

Hutson began her career with Norfolk Southern in 1994 and since 2000 has served in the Corporate Secretary’s department, most recently as assistant corporate secretary. She is a graduate of St. Leo University.

Hutson succeeds Howard D. McFadden, who is joining NS’ real estate department in Atlanta as a general attorney.

Shaw joined NS in 1994 and has held positions in the finance and marketing departments.  He was named group vice president coal marketing in 2008 and group vice president chemicals in 2009. He holds degrees from Virginia Tech.

Werner joined NS in 1999 and has held positions of increasing responsibility in the

information technology department and was named vice president information technology in 2007. He holds degrees from Princeton University and the Wharton School of the University of Pennsylvania.

Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal, automotive, and industrial products.

###

Norfolk Southern contacts:

(Media) Susan Terpay, 757-823-5204 (susan.terpay@nscorp.com)

(Investors) Michael Hostutler, 757-629-2861 (michael.hostutler@nscorp.com)

EX-99

Consulting Services Agreement

This Consulting Services Agreement (this “Agreement”) is entered into as of September 18, 2013, by and between Norfolk Southern Corporation (“the Corporation”) and John P. Rathbone (“Executive”). 

WITNESSETH:

WHEREAS, Executive has highly specialized skills which are valuable to the Corporation;

WHEREAS, the Corporation and its Board of Directors desire to engage Executive for certain consulting services and, in consideration of Executive entering into this Agreement and fulfilling its terms, to provide payment for such services as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Consulting Services

(a)  For a one-year period beginning November 1, 2013 (the date of Executive’s retirement), Executive agrees to provide consulting services commensurate with his status and experience with respect to matters as shall be reasonably requested from time to time by the chief executive officer, the president or the chief financial officer of the Corporation, including matters related to (i) transition of his duties and responsibilities as the Corporation’s chief financial officer to his successor, (ii) strategic acquisitions, dispositions, capital raising activities and major financings; and (iii) business strategy planning.  Executive shall honor any such request unless he has a conflicting commitment that would preclude him from performing such services at the time and/or place requested by the Corporation, and in such circumstances shall make reasonable efforts to arrange a mutually satisfactory alternative.  The Corporation will use reasonable efforts not to require the performance of consulting services in any manner that unreasonably interferes with the activities of Executive.

(b)  The Corporation may request a one-year extension of consulting services, as may be mutually agreed upon by and between the Corporation and the Executive.

(c)  The Corporation agrees to pay Executive $550,000 for the first one-year period set forth in paragraph 1(a) of this Agreement, and such payment will be made in monthly installments beginning in the month following commencement of such services.

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In the event the Corporation requests an extension of consulting services pursuant to paragraph 1(b) of the Agreement, the Corporation agrees to pay Executive $400,000 in monthly installments for the second one-year period. 

2.Relinquishment of Change in Control Agreement

In consideration of the benefits provided under this Agreement, Executive agrees to relinquish and hereby waives any and all rights provided under the Amended and Restated Change in Control Agreement effective as of December 31, 2008, between Executive and the Corporation providing economic protections in the event of Executive’s termination during a two-year period immediately following a change in control (“Change in Control Agreement”).  This relinquishment and waiver of the Change in Control Agreement shall be effective as of the date of this Agreement.

3.Non-Competition and Non-Solicitation

(a) Executive covenants and agrees from November 1, 2013, for a period of three years thereafter, Executive will not work for or provide services for any Competitor, on his or her own behalf or in the service of or on behalf of others, including, but not limited to, as a consultant, independent contractor, owner, officer, partner, join venture or employee, at any time.  For purposes of this Agreement, “Competitor” shall mean any entity in the same line of business as the Corporation in the North American markets in which the Corporation or any of its subsidiaries or affiliates competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation or any of its subsidiaries or affiliates), and any other provider of transportation services competing with the Corporation or any of its subsidiaries or affiliates, including motor and water carriers. 

(b)  Executive also covenants and agrees from November 1, 2013, for a period of three years thereafter, Executive will not, on his own behalf or in the service of or on behalf of others, including, but not limited to, as a consultant, independent contractor, owner, partner, joint venture or employee, (i) solicit, recruit, entice or persuade any employee of the Corporation or any of its subsidiaries or affiliates (other than persons employed in a clerical or other nonprofessional position) to leave the employment of the Corporation or any of its subsidiaries or affiliates, or recommend or refer any employees of the Corporation or any of its subsidiaries or affiliates for employment consideration to others, or (ii) solicit, entice, persuade or induce any person or entity doing business with the Corporation or any of its subsidiaries or affiliates to terminate or refrain from extending or renewing such relationship.

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4.  Cooperation and Non-Disclosure

(a)  Executive covenants and agrees to refrain from any action which would breach the fiduciary or other duty Executive owes the Corporation by virtue of his employment or former employment.  Each of Executive and the Corporation agree to cooperate fully with the other party in any matters that have given or may give rise to a legal claim against such other party and of which such party is knowledgeable.  This would require Executive and the Corporation, as the case may be, without limitation, to:

(i) make himself or itself available upon reasonable request to provide information and assistance to the other party on such matters without additional compensation, except for out-of-pocket costs, provided that reasonable compensation shall be provided as mutually agreed if such assistance requires a significant amount of time; and

(ii)  notify the other party promptly of any requests for information related to any pending or potential legal claim or litigation involving the other party, reviewing any such request with the other party prior to disclosing any such information, and permitting the other party to be present during any communication of such information.

(b)  Executive further covenants and agrees that any confidential or proprietary information acquired by him during his employment with the Corporation is the exclusive property of the Corporation, and Executive acknowledges that he has no ownership interest or right of any kind to said property.  Except as otherwise required by law, Executive agrees that he will not actively use, and that he will not, either directly or indirectly, disclose, divulge to any unauthorized party for his own benefit or to the detriment of the Corporation, any confidential or proprietary information (as defined herein) of the Corporation which he may have acquired during his employment with the Corporation, whether or not developed or compiled by the Corporation, and whether or not Executive was authorized to have access to such information. 

(c)  For the purposes of this Section 4, “confidential/proprietary information” is any information or intellectual property acquired by Executive as a result of his employment with the Corporation such that if such information or intellectual property were disclosed, such disclosure could act to the prejudice of the Corporation. 

(d)  Executive agrees that if he believes that he is required by law or otherwise to reveal any confidential or proprietary information of the Corporation, he or his attorney will promptly contact the Corporation’s Law Department prior to disclosing such information in order that the Corporation can take appropriate steps to safeguard the disclosure of such confidential and proprietary information. 

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(e)  Nothing in this Agreement should be construed, either expressly or by implication, as limiting the maximum protections which may be available to the Corporation under appropriate state and federal common law or statute concerning the obligations and duties of Executive to protect the Corporation’s property and/or confidential and proprietary information, including, but not limited to, under the Virginia Uniform Trade Secrets Act (Va. Code § 59.1-336, et.seq.)

(f)  Notwithstanding anything herein to the contrary, each party to this Agreement may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions covered by this Agreement and all materials of any kind that are provided to the party relating to such tax treatment and tax structure. 

5.  Injunctive Relief

Executive acknowledges and agrees that the breach of this Agreement, or any portion thereof, may result in irreparable harm to the Corporation, the monetary value of which could be difficult to establish.  Executive therefore agrees and consents that the Corporation shall be entitled to injunctive relief or such other equitable relief as is necessary to prevent a breach by Executive of any of the covenants or provisions contained in this Agreement.  Nothing contained in this provision shall be construed as prohibiting the Corporation from pursuing any legal remedies available to the Corporation for such breach of this Agreement, including the recovery of damages from the Executive. 

6.  Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia.

7.  Amendments and Termination

This Agreement may be amended, supplemented and terminated only by a written instrument duly executed by all of the parties. 

8.  Waiver

The failure of either party to insist upon strict performance of any of the terms and conditions of this Agreement will not constitute a waiver of any of its rights hereunder.

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9.  Severability

If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity or unenforceability will not affect any other provision hereof.  This Agreement shall, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof. 

10.  Assignment

The obligations set forth in this Agreement cannot be assigned by either party, except in connection with a merger, reorganization or sale of substantially all of the assets of the Corporation.

11.  Entire Agreement

This Agreement constitutes the entire understanding among the parties with respect to the subject matter contained herein and supersedes any prior understandings and agreements among them respecting such subject matter.

This Agreement will become effective upon its execution by both parties.

[signature page follows]

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IN WITNESS WHEREOF, this Agreement is executed and delivered in duplicate on behalf of the Corporation by its officer thereunto duly authorized, and Executive has indicated his acceptance of and intent to be bound by this Agreement in the space provided below, as of the day and year first above written.

NORFOLK SOUTHERN CORPORATION

By:  /s/ C. Wick Moorman

C. Wick Moorman

EXECUTIVE

By:    /s/ John P. Rathbone

John P. Rathbone

Dated:  September 20, 2013

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