Common use of Distribution of Restricted Stock Units Clause in Contracts

Distribution of Restricted Stock Units. Each Participant shall elect a form of distribution with respect to any Restricted Stock Units credited to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to the Participant in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon the Participant's Separation From Service. The Participant's election under this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects to receive the Restricted Stock Units in a single stock distribution, upon the expiration of the Retention Period, a certificate representing whole shares of Common Stock shall be delivered to the Participant, and any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account shall be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single stock distribution. If the Participant elects to receive the Restricted Stock Units in 10 annual installments upon the Participant's Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole shares of Common Stock shall be delivered to the Participant upon distribution of each annual installment. The first such installment will be the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account at that time; the second installment, one ninth of the remaining total number; the third installment, one eighth; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account upon the distribution of the tenth installment shall be distributed in cash concurrent with the distribution of the tenth installment. If the Participant dies at any time, any Restricted Stock Units credited to the Participant's memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's beneficiary within thirty (30) days following the Participant's death. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account shall be distributed in cash concurrent with the distribution. The beneficiary may not, directly or indirectly, designate the taxable year of the settlement. I hereby elect the following form of distribution for my Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installments, beginning in January following the year of my Separation From Service as a director. I understand this election is irrevocable.

Distribution of Restricted Stock Units. The Restricted Stock Units credited hereunder shall be distributed in accordance with an irrevocable election previously made by the Participant. Each Participant who has not previously received a grant of Restricted Stock Units under the Plan shall elect a form of distribution with respect to any Restricted Stock Units credited to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to the Participant in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon the Participant's ’s Separation From Service. The Participant's ’s election under this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects has elected to receive the Restricted Stock Units in a single stock distribution, upon the expiration of the Retention Period, a certificate representing : (a) whole shares of Common Stock equal to the number of Restricted Stock Units for which the Restriction Period has expired shall be delivered to the Participant; and (b) thereafter, and as any subsequent Restriction Period expires, whole shares of Common Stock equal to the number of Restricted Stock Units for which the Restriction Period has expired plus the number of additional Restricted Stock Units credited under Section 4 shall be delivered to the Participant. Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's ’s memorandum account upon the final distribution of any whole shares of Common Stock from the account shall be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single final stock distribution. If the Participant elects has elected to receive the Restricted Stock Units in 10 annual installments upon the Participant's ’s Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's ’s Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole Whole shares of Common Stock shall be delivered to the Participant upon distribution of each annual installment. The first such installment will be equal to the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account for which the Restriction Period has expired at that timethe time of the distribution; the second installment, one ninth of the remaining total numbernumber for which the Restriction Period has expired at the time of the distribution; the third installment, one eightheighth of the remaining total number for which the Restriction Period has expired at the time of the distribution; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's ’s memorandum account upon the distribution of the tenth installment shall be distributed in cash concurrent with the distribution of the tenth installment. If the Participant dies at any time, then any Restricted Stock Units credited to the Participant's ’s memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's ’s beneficiary within thirty (30) days following the Participant's ’s death. Thereafter, as any subsequent Restriction Period expires, whole shares of Common Stock equal to the number of Restricted Stock Units for which the Restriction Period has expired plus the number of additional Restricted Stock Units credited under Section 4 shall be delivered to the Participant’s beneficiary within thirty (30) days following the expiration of any such Restriction Period. Any remaining fraction of a single Restricted Stock Unit that was credited remains in the memorandum account upon the final distribution of any whole shares of Common Stock from the account will be distributed to the Participant's memorandum account shall be distributed ’s beneficiary in cash concurrent with the final stock distribution. The beneficiary may not, directly or indirectly, designate the taxable year of the settlement. I hereby elect the following form of distribution for my Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installments, beginning in January following the year of my Separation From Service as a director. I understand this election is irrevocable.

Distribution of Restricted Stock Units. The Restricted Stock Units credited hereunder shall be distributed in accordance with an irrevocable election previously made by the Participant. Each Participant who has not previously received a grant of Restricted Stock Units under the Plan shall elect a form of distribution with respect to any Restricted Stock Units credited to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to the Participant in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon the Participant's ’s Separation From Service. The Participant's ’s election under this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects has elected to receive the Restricted Stock Units in a single stock distribution, upon the expiration of the Retention Period, a certificate representing : (a) whole shares of Common Stock equal to the number of Restricted Stock Units for which the Restriction Period has expired shall be delivered to the Participant; and (b) thereafter, and as any subsequent Restriction Period expires, whole shares of Common Stock equal to the number of Restricted Stock Units for which the Restriction Period has expired plus the number of additional Restricted Stock Units credited under Section 4 shall be delivered to the Participant. Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's ’s memorandum account upon the final distribution of any whole shares of Common Stock from the account shall be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single final stock distribution. If the Participant elects has elected to receive the Restricted Stock Units in 10 annual installments upon the Participant's ’s Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's ’s Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole Whole shares of Common Stock shall be delivered to the Participant upon distribution of each annual installment. The first such installment will be equal to the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account for which the Restriction Period has expired at that timethe time of the distribution; the second installment, one ninth of the remaining total number; number for which the third installment, one eighthRestriction Period has expired at the time of the distribution; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's ’s memorandum account upon the distribution of the tenth installment shall be distributed in cash concurrent with the distribution of the tenth installment. If the Participant dies at any time, then any Restricted Stock Units credited to the Participant's ’s memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's ’s beneficiary within thirty (30) days following the Participant's ’s death. .. Any remaining fraction of a single Restricted Stock Unit that was credited remains in the memorandum account upon the distribution of any whole shares of Common Stock from the account will be distributed to the Participant's memorandum account shall be distributed ’s beneficiary in cash concurrent with the stock distribution. The beneficiary may not, directly or indirectly, designate the taxable year of the settlement. I hereby elect the following form of distribution for my Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installments, beginning in January following the year of my Separation From Service as a director. I understand this election is irrevocable.

Distribution of Restricted Stock Units. Each Participant shall elect a form of distribution with respect to any The Restricted Stock Units credited to the Participant hereunder and will be distributed in accordance with respect to any Restricted Stock Units that may be credited to the Participant in the future. The Participant may elect to receive such Stock Units in a single stock an irrevocable distribution or in 10 annual installments upon election previously made by the Participant's Separation From Service. The Participant's election under this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects elected to receive the Restricted Stock Units in a single stock distribution, upon the expiration of the Retention Period, a certificate representing Participant’s Separation From Service: (a) whole shares of Common Stock shall equal to the number of Restricted Stock Units for which the Restriction Period has expired will be delivered to the Participant within 30 business days following the Participant’s Separation from Service; and (b) thereafter, when the Restriction Period expires for the most recent year’s Restricted Stock Unit Award, whole shares of Common Stock equal to the most recent year’s Award plus the number of additional Restricted Stock Units credited under Section 4(b)(ii) for that Award, will be delivered to the Participant, and any . Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's memorandum account shall upon the final distribution of any whole shares of Common Stock from the account will be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single final stock distribution. If the Participant elects elected to receive the Restricted Stock Units in 10 ten annual installments upon the Participant's ’s Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's ’s Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole Whole shares of Common Stock shall will be delivered to the Participant upon distribution of each annual installment. The first such installment will be equal to the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account for which the Restriction Period has expired at that timethe time of the distribution; the second installment, one ninth of the remaining total number; number for which the third installment, one eighthRestriction Period has expired at the time of the distribution; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account upon the distribution of the tenth installment shall will be distributed in cash concurrent with the distribution of the tenth installment. If the Participant dies at any time, any Restricted Stock Units credited to the Participant's memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's beneficiary within thirty (30) days following the Participant's death. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account shall be distributed in cash concurrent with the distribution. The beneficiary may not, directly or indirectly, designate the taxable year of the settlement. I hereby elect the following form of distribution for my Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installments, beginning in January following the year of my Separation From Service as a director. I understand this election is irrevocable.

Distribution of Restricted Stock Units. Each Participant shall elect I have elected a form of distribution with respect to any Restricted Stock Units credited to the Participant hereunder and distribution, below, with respect to any Restricted Stock Units that may be are credited to the Participant in memorandum account maintained on my behalf under the futurePlan. The Participant may elect to receive such Exhibit 10 (ccc) My election of the form of distribution is irrevocable for the Restricted Stock Units in a single stock distribution or in 10 annual installments upon the Participant's Separation From Service. The Participant's election under subject to this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Programelection. If the Participant elects I elect to receive the Restricted Stock Units in a single stock distributiondistribution upon my Separation from Service, upon the expiration of the Retention Periodmy Separation from Service, a certificate representing whole shares of Common Stock shall be delivered equal to the Participantnumber of Restricted Stock Units for which the Restriction Period has expired will be distributed to me within 30 business days following my Separation from Service. If the Restriction Period for the most recent year’s Restricted Stock Unit Award has not expired prior to my Separation from Service, and any then whole shares of Common Stock will be distributed to me upon the subsequent expiration of the Restriction Period for the most recent year’s award. Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's memorandum account shall upon the final distribution of any whole shares of Common Stock from the account will be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single final stock distribution. If the Participant elects I elect to receive the Restricted Stock Units in 10 ten annual installments upon the Participant's my Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's my Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole Whole shares of Common Stock shall will be delivered to the Participant upon distribution of each annual installment. The first such installment will be equal to the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account for which the Restriction Period has expired at that timethe time of the distribution; the second installment, one ninth of the remaining total numbernumber for which the Restriction Period has expired at the time of the distribution; the third installment, one eightheighth of the remaining total number for which the Restriction Period has expired at the time of the distribution; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate whole shares in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account upon the distribution of the tenth installment shall will be distributed in cash concurrent with the distribution of the tenth installment. If I die before the Participant dies at any timeentire Award has been distributed, then any Restricted Stock Units credited to the Participant's memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's my beneficiary within thirty (30) 30 days following the Participant's my death. Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's memorandum account shall upon the distribution of any whole shares of Common Stock from the account will be distributed to my beneficiary in cash concurrent with the distributioncash. The beneficiary may not, directly or indirectly, designate the taxable year of the settlementdistribution. Exhibit 10 (ccc) I elect to defer distribution of Restricted Stock Units awarded next year (or, if I am a new director, pursuant to the Award granted upon my becoming a director) until my Separation from Service or death. I hereby elect the following form of distribution for my the Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation subject to this deferral election (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installments, beginning in January following the year of my Separation From Service as with the Corporation. This deferral election applies only to Restricted Stock Units awarded next year or, if I am a new director, only for the Restricted Stock Units awarded upon my becoming a director. I understand that I may revoke this election in a writing received by the Corporate Secretary by December 31 of the year before the year in which the Restricted Stock Units are awarded. However, this election is irrevocable.irrevocable as to the time and form of distribution for all Restricted Stock Units that were subject to this election. Date: ______________________ By: _________________________________________

Distribution of Restricted Stock Units. Each Participant who has not previously received a grant of Restricted Stock Units under the Plan shall elect a form of distribution with respect to any Restricted Stock Units credited to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to the Participant in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon the Participant's Separation From Service. The Participant's election under this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects to receive the Restricted Stock Units in a single stock distribution, upon the expiration of the Retention Period, a certificate representing whole shares of Common Stock shall be delivered to the Participant, and any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account shall be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single stock distribution. If the Participant elects to receive the Restricted Stock Units in 10 annual installments upon the Participant's Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole shares of Common Stock shall be delivered to the Participant upon distribution of each annual installment. The first such installment will be the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account at that time; the second installment, one ninth of the remaining total number; the third installment, one eighth; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account upon the distribution of the tenth installment shall be distributed in cash concurrent with the distribution of the tenth installment. If the Participant dies at any time, any Restricted Stock Units credited to the Participant's memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's beneficiary within thirty (30) days following the Participant's death. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account shall be distributed in cash concurrent with the distribution. The beneficiary may not, directly or indirectly, designate the taxable year of the settlement. I hereby elect the following form of distribution for my Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installments, beginning in January following the year of my Separation From Service as a director. I understand this election is irrevocable.

Distribution of Restricted Stock Units. Each Participant shall elect a form of distribution with respect to any The Restricted Stock Units credited to the Participant hereunder and will be distributed in accordance with respect to any Restricted Stock Units that may be credited to the Participant in the future. The Participant may elect to receive such Stock Units in a single stock an irrevocable distribution or in 10 annual installments upon election previously made by the Participant's Separation From Service. The Participant's election under this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects elected to receive the Restricted Stock Units in a single stock distribution, upon the expiration of the Retention Period, a certificate representing Participant’s Separation From Service: (a) whole shares of Common Stock shall equal to the number of Restricted Stock Units for which the Restriction Period has expired will be delivered to the Participant Exhibit 10 (ccc) within 30 business days following the Participant’s Separation from Service; and (b) thereafter, when the Restriction Period expires for the most recent year’s Restricted Stock Unit Award, whole shares of Common Stock equal to the most recent year’s Award plus the number of additional Restricted Stock Units credited under Section 4(b)(ii) for that Award, will be delivered to the Participant, and any . Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's memorandum account shall upon the final distribution of any whole shares of Common Stock from the account will be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single final stock distribution. If the Participant elects elected to receive the Restricted Stock Units in 10 ten annual installments upon the Participant's ’s Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's ’s Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole Whole shares of Common Stock shall will be delivered to the Participant upon distribution of each annual installment. The first such installment will be equal to the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account for which the Restriction Period has expired at that timethe time of the distribution; the second installment, one ninth of the remaining total number; number for which the third installment, one eighthRestriction Period has expired at the time of the distribution; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account upon the distribution of the tenth installment shall will be distributed in cash concurrent with the distribution of the tenth installment. If the Participant dies at any time, any Restricted Stock Units credited to the Participant's memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's beneficiary within thirty (30) days following the Participant's death. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account shall be distributed in cash concurrent with the distribution. The beneficiary may not, directly or indirectly, designate the taxable year of the settlement. I hereby elect the following form of distribution for my Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installments, beginning in January following the year of my Separation From Service as a director. I understand this election is irrevocable.

Distribution of Restricted Stock Units. Each Participant shall elect I have elected a form of distribution with respect to any Restricted Stock Units credited to the Participant hereunder and distribution, below, with respect to any Restricted Stock Units that may be are credited to the Participant in memorandum account maintained on my behalf under the futurePlan. The Participant may elect to receive such My election of the form of distribution is irrevocable for the Restricted Stock Units in a single stock distribution or in 10 annual installments upon the Participant's Separation From Service. The Participant's election under subject to this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Programelection. If the Participant elects I elect to receive the Restricted Stock Units in a single stock distributiondistribution upon my Separation from Service, upon the expiration of the Retention Periodmy Separation from Service, a certificate representing whole shares of Common Stock shall be delivered equal to the Participantnumber of Restricted Stock Units for which the Restriction Period has expired will be distributed to me within 30 business days following my Separation from Service. If the Restriction Period for the most recent year’s Restricted Stock Unit Award has not expired prior to my Separation from Service, and any then whole shares of Common Stock will be distributed to me upon the subsequent expiration of the Restriction Period for the most recent year’s award. Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's Exhibit 10 (cc) memorandum account shall upon the final distribution of any whole shares of Common Stock from the account will be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single final stock distribution. If the Participant elects I elect to receive the Restricted Stock Units in 10 ten annual installments upon the Participant's my Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's my Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole Whole shares of Common Stock shall will be delivered to the Participant upon distribution of each annual installment. The first such installment will be equal to the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account for which the Restriction Period has expired at that timethe time of the distribution; the second installment, one ninth of the remaining total numbernumber for which the Restriction Period has expired at the time of the distribution; the third installment, one eightheighth of the remaining total number for which the Restriction Period has expired at the time of the distribution; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate whole shares in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account upon the distribution of the tenth installment shall will be distributed in cash concurrent with the distribution of the tenth installment. If I die before the Participant dies at any timeentire Award has been distributed, then any Restricted Stock Units credited to the Participant's memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's my beneficiary within thirty (30) 30 days following the Participant's my death. Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's memorandum account shall upon the distribution of any whole shares of Common Stock from the account will be distributed to my beneficiary in cash concurrent with the distributioncash. The beneficiary may not, directly or indirectly, designate the taxable year of the settlementdistribution. I hereby elect to defer distribution of Restricted Stock Units awarded next year (or, if I am a new director, pursuant to the Award granted upon my becoming a director) until my Separation from Service or death. I elect the following form of distribution for my the Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation subject to this deferral election (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installments, beginning in January following the year of my Separation From Service as with the Corporation. This deferral election applies only to Restricted Stock Units awarded next year or, if I am a new director, only for the Restricted Stock Units awarded upon my becoming a director. I understand that I may revoke this election in a writing received by the Corporate Secretary by December 31 of the year before the year in which the Restricted Stock Units are awarded. However, this election is irrevocable.irrevocable as to the time and form of distribution for all Restricted Stock Units that were subject to this election. Date: ______________________ By: _________________________________________

Distribution of Restricted Stock Units. Each Participant shall elect I have elected a form of distribution with respect to any Restricted Stock Units credited to the Participant hereunder and distribution, below, with respect to any Restricted Stock Units that may be are credited to the Participant in memorandum account maintained on my behalf under the futurePlan. The Participant may elect to receive such My election of the form of distribution is irrevocable for the Restricted Stock Units in a single stock distribution or in 10 annual installments upon the Participant's Separation From Service. The Participant's election under subject to this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Programelection. If the Participant elects I elect to receive the Restricted Stock Units in a single stock distributiondistribution upon my Separation from Service, upon the expiration of the Retention Periodmy Separation from Service, a certificate representing whole shares of Common Stock shall be delivered equal to the Participant, and any number of Restricted Stock Units for which the Restriction Period has expired will be distributed to me within 30 business days following my Separation from Service or when the one-year Restriction Period expires. Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's memorandum account shall upon the final distribution of any whole shares of Common Stock from the account will be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single final stock distribution. If the Participant elects I elect to receive the Restricted Stock Units in 10 ten annual installments upon the Participant's my Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's my Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole Whole shares of Common Stock shall will be delivered to the Participant upon distribution of each annual installment. The first such installment will be equal to the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account for which the Restriction Period has expired at that timethe time of the distribution; the second installment, one ninth of the remaining total numbernumber for which the Restriction Period has expired at the time of the distribution; the third installment, one eightheighth of the remaining total number for which the Restriction Period has expired at the time of the distribution; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate whole shares in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account upon the distribution of the tenth installment shall will be distributed in cash concurrent with the distribution of the tenth installment. If I die before the Participant dies at any timeentire Award has been distributed, then any Restricted Stock Units credited to the Participant's memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's my beneficiary within thirty (30) 30 days following the Participant's my death. Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's memorandum account shall upon the distribution of any whole shares of Common Stock from the account will be distributed to my beneficiary in cash concurrent with the distributioncash. The beneficiary may not, directly or indirectly, designate the taxable year of the settlementdistribution. I hereby elect to defer distribution of Restricted Stock Units awarded next year (or, if I am a new director, pursuant to the Award granted upon my becoming a director) until my Separation from Service or death. I elect the following form of distribution for my the Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation subject to this deferral election (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installments, beginning in January following the year of my Separation From Service as with the Corporation. This deferral election applies only to Restricted Stock Units awarded next year or, if I am a new director, only for the Restricted Stock Units awarded upon my becoming a director. I understand that I may revoke this election in a writing received by the Corporate Secretary by December 31 of the year before the year in which the Restricted Stock Units are awarded. However, this election is irrevocable.irrevocable as to the time and form of distribution for all Restricted Stock Units that were subject to this election. Date: ______________________ By: _________________________________________

Distribution of Restricted Stock Units. The Restricted Stock Units credited hereunder shall be distributed in accordance with an irrevocable election previously made by the Participant. Each Participant who has not previously received a grant of Restricted Stock Units under the Plan shall elect a form of distribution with respect to any Restricted Stock Units credited to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to the Participant in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon the Participant's Separation From Service. The Participant's election under this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects has elected to receive the Restricted Stock Units in a single stock distribution, upon the expiration of the Retention Period: (a) a certificate representing whole shares of Common Stock equal to the number of Restricted Stock Units for which the Restriction Period has expired shall be delivered to the Participant; and (b) thereafter, as any subsequent Restriction Period expires, a certificate representing whole shares of Common Stock equal to the number of Restricted Stock Units for which the Restriction Period has expired plus the number of additional Restricted Stock Units credited under Section 4 shall be delivered to the Participant, and any . Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's memorandum account upon the final distribution of any whole shares of Common Stock from the account shall be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single final stock distribution. If the Participant elects has elected to receive the Restricted Stock Units in 10 annual installments upon the Participant's Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole shares of Common Stock shall be delivered to the Participant upon distribution of each annual installment. The first such installment will be equal to the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account for which the Restriction Period has expired at that timethe time of the distribution; the second installment, one ninth of the remaining total numbernumber for which the Restriction Period has expired at the time of the distribution; the third installment, one eightheighth of the remaining total number for which the Restriction Period has expired at the time of the distribution; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account upon the distribution of the tenth installment shall be distributed in cash concurrent with the distribution of the tenth installment. If the Participant dies at any time, then any Restricted Stock Units credited to the Participant's memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's beneficiary within thirty (30) days following the Participant's death. Thereafter, as any subsequent Restriction Period expires, a certificate representing whole shares of Common Stock equal to the number of Restricted Stock Units for which the Restriction Period has expired plus the number of additional Restricted Stock Units credited under Section 4 shall be delivered to the Participant's beneficiary within thirty (30) days following the expiration of any such Restriction Period. Any remaining fraction of a single Restricted Stock Unit that was credited remains in the memorandum account upon the final distribution of any whole shares of Common Stock from the account will be distributed to the Participant's memorandum account shall be distributed beneficiary in cash concurrent with the final stock distribution. The beneficiary may not, directly or indirectly, designate the taxable year of the settlement. I hereby elect the following form of distribution for my Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installments, beginning in January following the year of my Separation From Service as a director. I understand this election is irrevocable.

Distribution of Restricted Stock Units. Each Participant shall elect a form of distribution with respect to any The Restricted Stock Units credited to the Participant hereunder and will be distributed in accordance with respect to any Restricted Stock Units that may be credited to the Participant in the future. The Participant may elect to receive such Stock Units in a single stock an irrevocable distribution or in 10 annual installments upon election previously made by the Participant's Separation From Service. The Participant's election under this paragraph is irrevocable. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects elected to receive the Restricted Stock Units in a single stock distribution, upon the expiration of the Retention Period, a certificate representing Participant’s Separation From Service: (a) whole shares of Common Stock shall equal to the number of Restricted Stock Units for which the Restriction Period has expired will be delivered to the Participant within 30 business days following the Participant’s Separation from Service; and (b) thereafter, when the Restriction Period expires for the most recent year’s Restricted Stock Unit Award, whole shares of Common Stock equal to the most recent year’s Award plus the number of additional Restricted Stock Units credited under Section 4(b)(ii) for that Award, will be delivered to the Participant, and any . Any remaining fraction of a single Restricted Stock Unit that was credited to remains in the Participant's memorandum account shall upon the final distribution of any whole shares of Common Stock from the account will be distributed in cash concurrent with the distribution. The Participant's failure to make a valid election will result in the Restricted Stock Units being distributed in a single final stock distribution. If the Participant elects elected to receive the Restricted Stock Units in 10 ten annual installments upon the Participant's ’s Separation From Service, following the expiration of the Retention Period, the first distribution under an election to receive installments will be made in January following the year of the Participant's ’s Separation From Service, and subsequent installments will be distributed on the anniversary of the first installment. A certificate representing whole Whole shares of Common Stock shall will be delivered to the Participant upon distribution of each annual installment. The first such installment will be equal to the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in the memorandum account for which the Restriction Period has expired at that timethe time of the distribution; the second installment, one ninth of the remaining total number; number for which the third installment, one eighthRestriction Period has expired at the time of the distribution; and so forth, until all remaining Restricted Stock Units are distributed as whole Restricted Stock Unit Shares upon distribution of the certificate in the tenth installment. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account upon the distribution of the tenth installment shall will be distributed in cash concurrent with the distribution of the tenth installment. If Exhibit 10 (cc) At all times until the Participant dies at any time, any Restricted shares of Common Stock Units credited to the Participant's memorandum account will be distributed as whole Restricted Stock Unit Shares to the Participant's beneficiary within thirty (30) days following the Participant's death. Any remaining fraction of a single Restricted Stock Unit that was credited to the Participant's memorandum account shall be distributed in cash concurrent with the distribution. The beneficiary may not, directly or indirectly, designate the taxable year of the settlement. I hereby elect the following form of distribution for my Restricted Stock Units upon my Separation From Service with the Board of Directors of the Corporation (check only one): _______ A single distribution of my Restricted Stock Units upon my Separation From Service. _______ Ten annual stock installmentsare actually issued in accordance with this Section, beginning the Award remains an unfunded, unsecured promise to deliver shares in January following the year of my Separation From Service as a director. I understand this election is irrevocablefuture.