Management Change/Compensation (Form 8-K)

On September 23, 2025, the Compensation and Talent Management Committee (the "Committee") of the Board of Directors of Norfolk Southern Corporation ("Norfolk Southern") approved the grant of one-timecash retention awards (each, an "Award") to each of Norfolk Southern's named executive officers pursuant to Norfolk Southern's previously established transaction bonus program (the "Transaction Bonus Program") on the terms described below.

The Transaction Bonus Program was adopted by Norfolk Southern on July 28, 2025, concurrently with the approval of the Agreement and Plan of Merger by and among Norfolk Southern, Union Pacific Corporation ("Union Pacific"), Ruby Merger Sub 1 Corporation and Ruby Merger Sub 2 LLC (the "Merger Agreement", and the transactions contemplated therein, the "Merger"), because the Board of Directors of Norfolk Southern recognized that the announcement of the Merger and the uncertainty inherent in the transaction process created heightened retention risk among Norfolk Southern's executive team. In approving the Awards, the Committee determined that the Awards were necessary and appropriate to promote stability, maintain continuity of leadership and incentivize Norfolk Southern's named executive officers to remain focused on Norfolk Southern's business and the successful completion of the Merger for the benefit of Norfolk Southern's stockholders.

Each Award is governed by a retention bonus agreement between Norfolk Southern and the applicable named executive officer. The Awards were granted to Norfolk Southern's named executive officers in the following amounts: Mark R. George-$4,000,000; Jason A. Zampi-$2,250,000; John F. Orr-$3,000,000; Claude E. Elkins-$2,000,000; and Anil Bhatt-$2,000,000. Each Award will vest in three installments, subject to the named executive officer's continued employment through the applicable vesting date, as follows: 25% of the Award will vest on each of April 28, 2026 and January 28, 2027, and 50% of the Award will vest upon the consummation of the Merger (the "Closing"). Notwithstanding the foregoing, if a named executive officer experiences (i) a termination of employment without "cause" prior to the Closing or (ii) a "Termination" as defined in the named executive officer's Change in Control Agreement with Norfolk Southern on or after the Closing, then, in either case, the portion of the Award associated with the next vesting date (if any) will immediately vest upon such termination of employment.

The foregoing description of the Awards is qualified in its entirety by reference to the form of retention bonus agreement included as Exhibit 10.1 to this current report on Form 8-K.