Item 1.01. Entry into a Material Definitive Agreement.

Effective as of May 29, 2020, Norfolk Southern Corporation (the "Registrant") and certain of its subsidiaries entered into Amendment No. 15 to Transfer and Administration Agreement, attached hereto as Exhibit 10.1 (the "Amendment"), renewing and amending the Registrant's receivables securitization facility (the "Facility"). The Amendment, among other changes, reduces maximum borrowing capacity under the Facility from $450 million to $400 million. Please see Exhibit 99 to the Registrant's Form 8-K dated November 14, 2007; Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended March 31, 2008; Exhibit 99 to the Registrant's Form 8-K dated October 23, 2008; Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended June 30, 2009; Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended September 30, 2009; Exhibit 99 to the Registrant's Form 8-K dated October 22, 2009; Exhibit 10(xx) to the Registrant's Form 10-K for the fiscal year ended December 31, 2009; Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended September 30, 2010; Exhibit 99 to the Registrant's Form 8-K dated October 22, 2010; Exhibit 99 to the Registrant's Form 8-K dated October 20, 2011; Exhibit 99 to the Registrant's Form 8-K dated October 22, 2012; Exhibit 10.1 to the Registrant's Form 8-K dated October 18, 2013; Exhibit 10.1 to the Registrant's Form 8-K dated October 17, 2014; Exhibit 10.1 to the Registrant's Form 8-K dated June 6, 2016; Exhibit 10.1 to the Registrant's Form 8-K dated June 4, 2018; and Exhibit 10.1 to the Registrant's Form 8-K dated June 3, 2019.

The parties to the Amendment are the Registrant; Norfolk Southern Railway Company ("NSR"), the Registrant's wholly-owned operating subsidiary, as Originator and as Servicer; Thoroughbred Funding, Inc., a wholly-owned subsidiary of NSR; the Conduit Investors from time to time party thereto; the Committed Investors from time to time party thereto; the Managing Agents from time to time party thereto; and SMBC Nikko Securities America, Inc. ("SMBC"), as the Administrative Agent for the Investors and as a Managing Agent. SMBC has assumed the duties of Administrative Agent from MUFG Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch), which has resigned from that position and ceased its participation in the Facility upon mutual agreement with the Registrant.

With respect to the other parties to the Amendment, the Registrant has or may have had customary banking relationships based on the provision of a variety of financial services, including pension fund, cash management, investment banking, and equipment financing and leasing services.




Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits

The following exhibit is filed as part of this Current Report on Form 8-K:

Exhibit Number Description



10.1             Amendment No. 15 to Transfer and Administration Agreement dated as
               of May 29, 2020 (Certain Exhibits and Schedules have been omitted
               from the filed copy of this Amendment No. 15. The Registrant will
               furnish supplementally a copy of such Exhibits and Schedules to the
               Securities and Exchange Commission upon request.).

104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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