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.

Distribution of Restricted Stock Units. Each i. If the Participant to whom Restricted Stock Units have been granted remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse and whole shares of Common Stock of the Corporation equal to the Fair Market Value on the date all applicable restrictions of the awarded Restricted Stock Units have lapsed shall be distributed to the Participant, with any fraction of a whole share of Common Stock paid to the Participant in cash. ii. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 5 of this Agreement, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant's employment is terminated by reason of the Retirement, Disability or death of the Participant in service before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse upon the expiration of the Restriction Period. At such time, whole shares of Common Stock equal to the Fair Market Value of the Restricted Stock Units on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be distributed to the Participant hereunder and or the Participant's Beneficiary in the event of the Participant's death, with respect to any Restricted fraction of a whole share of Common Stock Units that may be credited paid 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 irrevocablecash. Notwithstanding the foregoing, if a the Participant's employment is terminated by reason of the Retirement or Disability of the Participant has a Separation From Service in 2008, distribution will be made service before the expiration of the Restriction Period and the Participant Engages in Competing Employment (as defined in the form elected by the Participant Plan) prior to 2008 with respect to any deferral under expiration of the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects to receive Restriction Period, then the Restricted Stock Units in a single stock distribution, upon the expiration shall be forfeited immediately and all rights of the Retention PeriodParticipant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iii. The Committee, a certificate representing whole shares of Common Stock shall be delivered in its sole discretion, may waive any or all restrictions with respect 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 distributionUnits. The Participant's failure to make a valid election will result in the Notwithstanding any waiver, any delivery of 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 may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

Distribution of Restricted Stock Units. Each i. If the Participant remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse and whole shares of Common Stock of the Corporation equal to the Fair Market Value on the date all applicable restrictions of the awarded Restricted Stock Units have lapsed shall be distributed to the Participant, with any fraction of a whole share of Common Stock paid to the Participant in cash. ii. If the Participant's employment is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iii. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iv. If the Participant's employment is terminated by reason of the Retirement, Disability or death of the Participant in service before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse upon the expiration of the Restriction Period. At such time, whole shares of Common Stock equal to the Fair Market Value of the Restricted Stock Units on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be distributed to the Participant hereunder and or the Participant's Beneficiary in the event of the Participant's death, with respect to any Restricted fraction of a whole share of Common Stock Units that may be credited paid 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 irrevocablecash. Notwithstanding the foregoing, if a the Participant's employment is terminated by reason of the Retirement or Disability of the Participant has a Separation From Service in 2008, distribution will be made service before the expiration of the Restriction Period and the Participant Engages in Competing Employment (as defined in the form elected by the Participant Plan) prior to 2008 with respect to any deferral under expiration of the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects to receive Restriction Period, then the Restricted Stock Units in a single stock distribution, upon the expiration shall be forfeited immediately and all rights of the Retention PeriodParticipant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. v. The Committee, a certificate representing whole shares of Common Stock shall be delivered in its sole discretion, may waive any or all restrictions with respect 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 distributionUnits. The Participant's failure to make a valid election will result in the Notwithstanding any waiver, any delivery of 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 may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

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.

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.

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 i. 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 are not forfeited as provided above shall vest upon the Participant's Separation From Service. The Participant's election under this paragraph is irrevocableexpiration of each Restriction Period. Notwithstanding the foregoing, (A) if a the Participant has a Separation From Service dies after Retirement, then Restricted Stock Units that were not forfeited as provided in 2008Section 3(c)(i) above shall vest upon the Participant’s death, distribution will be made in and the form elected Restriction Periods on those Restricted Stock Units shall lapse immediately, and (B) if the Participant dies while employed by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If Corporation, or the Participant elects to receive dies after Disability, and before the entire Award has been distributed, then the Restricted Stock Units in a single stock distribution, shall all vest upon the Participant’s death, and all the Restriction Periods on the Restricted Stock Units shall lapse immediately. ii. Upon each vesting and expiration of the Retention PeriodRestriction Periods applicable to the Restricted Stock Units, a certificate representing whole number of shares of Common Stock shall be delivered of the Corporation equal to the Participant, and any remaining fraction ratable number of a single Restricted Stock Unit that was credited Units scheduled to vest on the Participant's memorandum account date the applicable Restriction Period ended shall be distributed in cash concurrent with to the distribution. The Participant or the Participant's failure to make a valid election will result ’s Beneficiary 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 event of the Participant's Separation From Service’s death, and subsequent installments will be distributed on subject to tax withholding as provided in Section 6 of this Agreement. At all times until the anniversary of the first installment. A certificate representing whole shares of Common Stock shall be delivered of the Corporation, if any, are actually issued in accordance with this Section, the Award remains an unfunded, unsecured promise to deliver shares in the future. iii. The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Units. Notwithstanding any waiver, any delivery of Restricted Stock Units to the Participant upon distribution may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

Distribution of Restricted Stock Units. Each i. If the Participant to whom Restricted Stock Units have been granted remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse and the certificate or certificates representing shares of Common Stock equal to the Fair Market Value on the date all applicable restrictions of the awarded Restricted Stock Units have lapsed shall be delivered to the Participant, in accordance with the Plan. ii. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 5 of this Agreement, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which time all rights of the Participant hereunder and with respect to any such Restricted Stock Units that may be credited to shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant's employment is terminated by reason of the Retirement, Disability or death of the Participant in service before the future. The Participant may elect to receive such expiration of the Restriction Period, the restrictions on the Restricted Stock Units in a single stock distribution shall lapse upon the expiration of the Restriction Period. At such time, the certificate or in 10 annual installments upon certificates representing the shares of Common Stock equal to the Fair Market Value on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be delivered to the Participant, or the Participant's Separation From Service. The Beneficiary in the event of the Participant's election under this paragraph is irrevocabledeath, in accordance with the Plan. Notwithstanding the foregoing, if a Participant has is a Separation From Service "Specified Employee," as defined in 2008section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, distribution will be made in as amended, the form elected by certificate or certificates representing the Participant prior to 2008 shares of Common Stock 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 shall not be delivered until the later of six months after the Participant's Retirement or the expiration of the Retention Restriction Period. iii. The Committee, a certificate representing whole shares of Common Stock shall be delivered in its sole discretion, may waive any or all restrictions with respect 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 distributionUnits. The Participant's failure to make a valid election will result in the Notwithstanding any waiver, any delivery of 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 may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

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.

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.

Distribution of Restricted Stock Units. Each i. If the Participant remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse and whole shares of Common Stock of the Corporation equal to the Fair Market Value on the date all applicable restrictions of the awarded Restricted Stock Units have lapsed shall be distributed to the Participant, subject to tax withholding as provided in Section 6 of this Agreement. ii. If the Participant’s employment is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iv. If the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant in service before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse upon the expiration of the Restriction Period. If the Participant dies before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse immediately. At such time, whole shares of Common Stock equal to the Fair Market Value of the Restricted Stock Units on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be distributed to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to or the Participant Participant’s Beneficiary in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon event of the Participant's Separation From Service. The Participant's election under ’s death, subject to tax withholding as provided in Section 6 of this paragraph is irrevocableAgreement. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected Participant’s employment is terminated by reason of the Retirement or Disability of the Participant in service before the expiration of the Restriction Period and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and prior to 2008 with respect to any deferral under expiration of the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects to receive Restriction Period, then the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a single stock distributionconsultant, upon independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation 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), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding the foregoing, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Retention Restriction Period, a certificate representing whole shares and B. it is determined that the Participant engaged in any of Common Stock shall be delivered to the following: 1. the Participant engaged in an act of fraud, embezzlement or theft in connection with 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 ’s duties or 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 course of the Participant's Separation From Service’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, and subsequent installments will be distributed on the anniversary or otherwise in violation of the first installmentlaw. A certificate representing whole shares of Common Stock determination under this paragraph shall be delivered made by the Committee with respect 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 installmenta participant who was, 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, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures. v. The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Units. Notwithstanding any waiver, any delivery of Restricted Stock Units credited to the Participant's memorandum account will Participant may not 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 made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

Distribution of Restricted Stock Units. Each i. If the Participant remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse and whole shares of Common Stock of the Corporation equal to the Fair Market Value on the date all applicable restrictions of the awarded Restricted Stock Units have lapsed shall be distributed to the Participant, subject to tax withholding as provided in Section 6 of this Agreement. ii. If the Participant’s employment is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iii. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iv. If the Participant’s employment is terminated by reason of the Retirement, Disability or death of the Participant in service before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse upon the expiration of the Restriction Period. At such time, whole shares of Common Stock equal to the Fair Market Value of the Restricted Stock Units on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be distributed to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to or the Participant Participant’s Beneficiary in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon event of the Participant's Separation From Service. The Participant's election under ’s death, subject to tax withholding as provided in Section 6 of this paragraph is irrevocableAgreement. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected Participant’s employment is terminated by reason of the Retirement or Disability of the Participant in service before the expiration of the Restriction Period and the Participant Engages in Competing Employment prior to 2008 with respect to any deferral under expiration of the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects to receive Restriction Period, then the Restricted Stock Units in a single stock distribution, upon the expiration shall be forfeited immediately and all rights of the Retention PeriodParticipant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, owner, officer, partner, joint venturer, or employee. For this purpose, a certificate representing whole shares “Competitor” is any entity in the same line of Common Stock shall be delivered to business as the ParticipantCorporation in North American markets in which the Corporation 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), and any remaining fraction other provider of a single transportation services competing with Corporation, including motor and water carriers. v. The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Unit that was credited to the Participant's memorandum account shall be distributed in cash concurrent with the distributionUnits. The Participant's failure to make a valid election will result in the Notwithstanding any waiver, any delivery of 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 may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

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 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 settlementCorporation are actually issued in accordance with this Section, the Award remains an unfunded, unsecured promise to deliver shares in the future.

Distribution of Restricted Stock Units. Each (a) If a Participant shall elect a form of distribution with respect to any whom Restricted Stock Units credited to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to the Participant have been granted remains in the future. The Participant may elect to receive such Stock Units in continuous employment of the Corporation or a single stock distribution or in 10 annual installments upon Subsidiary Company during 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 distributionentire Restriction Period, upon the expiration of the Retention Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse, and Participant shall be entitled to cash payment for such awarded Restricted Stock Units in accordance with the Plan. Payment shall be made to a Participant on the date the Restriction Period expires. (b) If the employment of a Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, a certificate the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant's employment is terminated by reason of the Retirement of the Participant in service before the expiration of the Restriction Period, the number of Restricted Stock Units awarded to Participant shall be reduced by the proportion of the Restriction Period remaining after the Participant's termination of employment; the restrictions on the balance of such Restricted Stock Units shall lapse on the date the Participant's employment terminated; and payment shall be made in cash to Participant in accordance with the Plan with respect to the Units representing whole the shares of Common Stock shall be upon which the restrictions have lapsed and delivered to the Participant, and any remaining fraction of a single Restricted Stock Unit that was credited to Participant in accordance with the Plan. If the Participant's memorandum account shall be distributed in cash concurrent with employment is terminated by reason of 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 Disability of the Participant elects to receive the Restricted Stock Units in 10 annual installments upon the Participant's Separation From Service, following service before the expiration of the Retention Restriction Period, the first distribution under an election number of Restricted Stock Units awarded to receive installments will Participant shall be made in January following reduced by the year proportion of the Restriction Period remaining after the Participant's Disability; the restrictions on the balance of such Restricted Stock Units shall lapse on the date of the Participant's Separation From Service, Disability; and subsequent installments will payment shall be distributed on made in cash to Participant in accordance with the anniversary of Plan with respect to the first installment. A certificate Units representing whole the shares of Common Stock shall be delivered to upon which the restrictions have lapsed. If the employment of a Participant is terminated by reason of the death of the Participant upon distribution in service before the expiration of each annual installment. The first such installment will be the Restriction Period, the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in awarded to Participant shall be reduced by the memorandum account at that time; the second installment, one ninth proportion of the Restriction Period 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 after the Participant's death. Any remaining fraction ; the restrictions on the balance of a single such Restricted Stock Unit that was credited to Units shall lapse on the date of the Participant's memorandum account death; and payment shall be distributed made in cash concurrent to Participant's Beneficiary in accordance with the distributionPlan with respect to the Units representing the shares of Common Stock upon which the restrictions have lapsed. (c) The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Units. The beneficiary Notwithstanding any waiver, any delivery of Restricted Stock Units to a Participant may not, directly or indirectly, designate the taxable year not be made earlier than delivery would have been made absent such waiver of the settlementrestrictions.

Distribution of Restricted Stock Units. Each i. If the Participant remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse. ii. If the Participant’s employment is terminated by reason of the Retirement of the Participant before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse upon the expiration of the Restriction Period provided that the Participant’s employment is terminated by reason of the Retirement of the Participant after September 30, 2018. If the Participant’s employment is terminated by reason of the Retirement of the Participant before September 30, 2018, then notwithstanding the foregoing, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iii. If the Participant’s employment is terminated by reason of the Disability of the Participant before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse upon the expiration of the Restriction Period. If the Participant dies before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse immediately. iv. Notwithstanding paragraphs (ii) or (iii) above, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment prior to expiration of the Restriction Period, then the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation 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), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding the foregoing, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures. v. Provided that the Restricted Stock Units are not forfeited as provided herein, upon the expiration of the Restriction Period as described in subparagraph (i), (ii) or (iii) hereof, whole shares of Common Stock of the Corporation equal to the Fair Market Value of the Restricted Stock Units on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be distributed to the Participant or the Participant’s Beneficiary in the event of the Participant’s death, subject to tax withholding as provided in Section 6 of this Agreement. vi. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or death, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to the Participant Restriction Period, except for Dividend Equivalent Payments as provided in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon Section 4 of this Agreement, unless the Participant's Separation From Service. The Participant's election under this paragraph is irrevocable. Notwithstanding ’s employment with the foregoing, if Corporation or a Participant has a Separation From Service in 2008, distribution will be made in Subsidiary Company terminates at any time during or at the form elected by end of 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 leave of absence and before the expiration of the Retention Restriction Period, a certificate representing whole shares at which time all rights of Common Stock shall be delivered the Participant with respect 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 such Restricted Stock Units being distributed shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. vii. The Committee, in a single stock distributionits sole discretion, may waive any or all restrictions with respect to Restricted Stock Units. If the Participant elects to receive the Notwithstanding any waiver, any delivery of 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 may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

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 (i) Except as otherwise provided in Sections 3.1(ii) 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 foregoing3.1(iii), 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 to the Participant (or, if the Participant shall have died, to the Beneficiaries) on the earliest to occur of: (a) the date designated by the Participant on his or her Election Form that shall have been duly completed, signed and accepted (the “Distribution Date”); or (b) the date that is five years after the Termination Date; but in cash concurrent with any event as promptly as practicable following the distributionParticipant’s death or the occurrence of a Change of Control. The Participant's failure date on which a Change of Control occurs is called the “Change of Control Date.” The earliest of the dates described in the prior sentences of this Section 3.1(i) is called the “Payment Date.” (ii) The Participant may change his or her Distribution Date by completing, signing and returning to make the Corporation a valid election will result new Election Form so long as: (i) such Election Form is accepted by the Corporation not later than one year prior to the Distribution Date then in effect; (ii) for distributions other than on account of death, the new Distribution Date is at least five years later than the then current Distribution Date, and (iii) the change in Distribution Date does not constitute an acceleration of payment except to the extent such acceleration is permitted under Section 409A. (iii) The Board or the Committee may at any time accelerate the distribution of 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 Units; provided that no acceleration shall be delivered permitted to the Participant upon extent it would not be permitted under the provisions of Section 409A. (iv) The 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; shall be effected by (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 only by) the distribution of the tenth installment shares of Common Stock (and securities and other property, if any) represented by such Restricted Stock Units. The shares of Common Stock (and securities and other property, if any) distributed with respect to such Restricted Stock Units shall be distributed in cash concurrent with a single distribution; provided, however, that any fractional shares (or securities or other property) may, at the distribution election of the tenth installment. If the Participant dies at any timeCorporation, any Restricted Stock Units credited to the Participant's memorandum account will be distributed by payment of cash in an amount that approximates the fair value thereof as whole determined by the Corporation. For this purpose, the fair value of a Restricted Stock Unit Shares to shall equal 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 Fair Market Value of the settlementshares of Common Stock, if any, represented thereby plus the fair value of the securities and other property, if any, represented thereby as determined by the Corporation.

Distribution of Restricted Stock Units. Each i. If the Participant remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse and whole shares of Common Stock of the Corporation equal to the Fair Market Value on the date all applicable restrictions of the awardedRestricted Stock Units have lapsed shall be distributed to the Participant, subject to tax withholding as provided in Section 6 of this Agreement. ii. If the Participant’s employment is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iii. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iv. If the Participant’s employment is terminated by reason of the Retirement, Disability or death of the Participant in service before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse upon the expiration of the Restriction Period. At such time, whole shares of Common Stock equal to the Fair Market Value of the Restricted Stock Units on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be distributed to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to or the Participant Participant’s Beneficiary in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon event of the Participant's Separation From Service. The Participant's election under ’s death, subject to tax withholding as provided in Section 6 of this paragraph is irrevocableAgreement. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected Participant’s employment is terminated by reason of the Retirement or Disability of the Participant in service before the expiration of the Restriction Period and the Participant Engages in Competing Employment prior to 2008 with respect to any deferral under expiration of the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects to receive Restriction Period, then the Restricted Stock Units in a single stock distribution, upon the expiration shall be forfeited immediately and all rights of the Retention PeriodParticipant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, owner, officer, partner, joint venturer, or employee. For this purpose, a certificate representing whole shares “Competitor” is any entity in the same line of Common Stock shall be delivered to business as the ParticipantCorporation in North American markets in which the Corporation 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), and any remaining fraction other provider of a single transportation services competing with Corporation, including motor and water carriers. v. The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Unit that was credited to the Participant's memorandum account shall be distributed in cash concurrent with the distributionUnits. The Participant's failure to make a valid election will result in the Notwithstanding any waiver, any delivery of 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 may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

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.

Distribution of Restricted Stock Units. Each i. If the Participant remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse and whole shares of Common Stock of the Corporation equal to the Fair Market Value on the date all applicable restrictions of the awarded Restricted Stock Units have lapsed shall be distributed to the Participant, subject to tax withholding as provided in Section 6 of this Agreement. ii. If the Participant's employment is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iii. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iv. If the Participant's employment is terminated by reason of the Retirement, Disability or death of the Participant in service before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse upon the expiration of the Restriction Period. At such time, whole shares of Common Stock equal to the Fair Market Value of the Restricted Stock Units on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be distributed to the Participant hereunder and or the Participant's Beneficiary in the event of the Participant's death, with respect to any Restricted fraction of a whole share of Common Stock Units that may be credited paid 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 irrevocablecash. Notwithstanding the foregoing, if a the Participant's employment is terminated by reason of the Retirement or Disability of the Participant has a Separation From Service in 2008, distribution will be made service before the expiration of the Restriction Period and the Participant Engages in Competing Employment (as defined in the form elected by the Participant Plan) prior to 2008 with respect to any deferral under expiration of the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects to receive Restriction Period, then the Restricted Stock Units in a single stock distribution, upon the expiration shall be forfeited immediately and all rights of the Retention PeriodParticipant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. v. The Committee, a certificate representing whole shares of Common Stock shall be delivered in its sole discretion, may waive any or all restrictions with respect 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 distributionUnits. The Participant's failure to make a valid election will result in the Notwithstanding any waiver, any delivery of 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 may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

Distribution of Restricted Stock Units. Each i. If the Participant to whom Restricted Stock Units have been granted remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse and the certificate or certificates representing shares of Common Stock equal to the Fair Market Value on the date all applicable restrictions of the awarded Restricted Stock Units have lapsed shall be delivered to the Participant, in accordance with the Plan. ii. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 5 of this Agreement, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which time all rights of the Participant hereunder and with respect to any such Restricted Stock Units that may be credited to shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant's employment is terminated by reason of the Retirement, Disability or death of the Participant in service before the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon expiration of the Participant's Separation From Service. The Participant's election under this paragraph is irrevocable. Notwithstanding Restriction Period, 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 restrictions on the Restricted Stock Units in a single stock distribution, shall lapse upon the expiration of the Retention Restriction Period. At such time, a the certificate or certificates representing whole the shares of Common Stock equal to the Fair Market Value on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be delivered to the Participant, and any remaining fraction of a single Restricted Stock Unit that was credited to or the Participant's memorandum account shall be distributed Beneficiary in cash concurrent the event of the Participant's death, in accordance with the distributionPlan. The Notwithstanding the foregoing, if the Participant's failure employment is terminated by reason of the Retirement or Disability of the Participant in service before the expiration of the Restriction Period and the Participant Engages in Competing Employment (as defined in the Plan) prior to make a valid election will result in expiration of the Restriction Period, then the Restricted Stock Units being distributed in a single stock distribution. If shall be forfeited immediately and all rights of the Participant elects to receive such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iii. The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Units. Notwithstanding any waiver, any delivery of 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 may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

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 i. 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 are not forfeited as provided above shall vest upon the Participant's Separation From Service. The Participant's election under this paragraph is irrevocableexpiration of each Restriction Period. Notwithstanding the foregoing, (A) if a the Participant has a Separation From Service dies after Retirement, then Restricted Stock Units that were not forfeited as provided in 2008Section 3(c)(i) above shall vest upon the Participant’s death, distribution will be made in and the form elected Restriction Periods on those Restricted Stock Units shall lapse immediately, and (B) if the Participant dies while employed by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If Corporation, or the Participant elects to receive dies after Disability, and before the entire Award has been distributed, then the Restricted Stock Units in a single stock distribution, shall all vest upon the Participant’s death, and all the Restriction Periods on the Restricted Stock Units shall lapse immediately. ii. Upon each vesting and expiration of the Retention PeriodRestriction Periods applicable to the Restricted Stock Units, a certificate representing whole number of shares of Common Stock shall be delivered of the Corporation equal to the Participant, and any remaining fraction number of a single Restricted Stock Unit that was credited to Units on the Participant's memorandum account date Restriction Period ended shall be distributed in cash concurrent with to the distribution. The Participant or the Participant's failure to make a valid election will result ’s Beneficiary 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 event of the Participant's Separation From Service’s death, and subsequent installments will be distributed on subject to tax withholding as provided in Section 6 of this Agreement. At all times until the anniversary of the first installment. A certificate representing whole shares of Common Stock shall be delivered of the Corporation, if any, are actually issued in accordance with this Section, the Award remains an unfunded, unsecured promise to deliver shares in the future. iii. The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Units. Notwithstanding any waiver, any delivery of Restricted Stock Units to the Participant upon distribution may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

Distribution of Restricted Stock Units. Each i. If the Participant remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse and whole shares of Common Stock of the Corporation equal to the Fair Market Value on the date all applicable restrictions of the awarded Restricted Stock Units have lapsed shall be distributed to the Participant, subject to tax withholding as provided in Section 6 of this Agreement. ii. If the Participant’s employment is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iii. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. iv. If the Participant’s employment is terminated by reason of the Retirement, Disability or death of the Participant in service before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse upon the expiration of the Restriction Period. At such time, whole shares of Common Stock equal to the Fair Market Value of the Restricted Stock Units on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be distributed to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to or the Participant Participant’s Beneficiary in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon event of the Participant's Separation From Service. The Participant's election under ’s death, subject to tax withholding as provided in Section 6 of this paragraph is irrevocableAgreement. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected Participant’s employment is terminated by reason of the Retirement or Disability of the Participant in service before the expiration of the Restriction Period and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and prior to 2008 with respect to any deferral under expiration of the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects to receive Restriction Period, then the Restricted Stock Units in a single stock distribution, upon the expiration shall be forfeited immediately and all rights of the Retention PeriodParticipant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, owner, officer, partner, joint venturer, or employee. For this purpose, a certificate representing whole shares “Competitor” is any entity in the same line of Common Stock shall be delivered to business as the ParticipantCorporation in North American markets in which the Corporation 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), and any remaining fraction other provider of a single transportation services competing with Corporation, including motor and water carriers. v. The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Unit that was credited to the Participant's memorandum account shall be distributed in cash concurrent with the distributionUnits. The Participant's failure to make a valid election will result in the Notwithstanding any waiver, any delivery of 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 may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

Distribution of Restricted Stock Units. Each (a) If a Participant shall elect a form of distribution with respect to any whom Restricted Stock Units credited to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to the Participant have been granted remains in the future. The Participant may elect to receive such Stock Units in continuous employment of the Corporation or a single stock distribution or in 10 annual installments upon Subsidiary Company during 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 distributionentire Restriction Period, upon the expiration of the Retention Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse, and Participant shall be entitled to cash payment for such awarded Restricted Stock Units in accordance with the Plan. Payment shall be made to a Participant on the date the Restriction Period expires. (b) If the employment of a Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, a certificate the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant's employment is terminated by reason of the Retirement of the Participant in service before the expiration of the Restriction Period, the number of Restricted Stock Units awarded to Participant shall be reduced by the proportion of the Restriction Period remaining after the Participant's termination of employment; the restrictions on the balance of such Restricted Stock Units shall lapse on the date the Participant's employment terminated; and payment shall be made in cash to Participant in accordance with the Plan with respect to the Units representing whole the shares of Common Stock shall be delivered to upon which the Participant, and any remaining fraction restrictions have lapsed on the date that is six months after the date 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 distributiontermination from employment. If the Participant elects to receive the Restricted Stock Units in 10 annual installments upon the Participant's Separation From Service, following employment is terminated by reason of the Disability of the Participant in service before the expiration of the Retention Restriction Period, the first distribution under an election number of Restricted Stock Units awarded to receive installments will Participant shall be reduced by the proportion of the Restriction Period remaining after the Participant's Disability; the restrictions on the balance of such Restricted Stock Units shall lapse on the date the Participant's Disability; and payment shall be made in January following cash to Participant in accordance with the year of Plan with respect to the Participant's Separation From Service, and subsequent installments will be distributed on Units representing the anniversary of the first installment. A certificate representing whole shares of Common Stock shall be delivered to upon which the restrictions have lapsed. If the employment of a Participant is terminated by reason of the death of the Participant upon distribution in service before the expiration of each annual installment. The first such installment will be the Restriction Period, the number of whole Restricted Stock Unit Shares that equal one tenth of the total number of the Restricted Stock Units in awarded to Participant shall be reduced by the memorandum account at that time; the second installment, one ninth proportion of the Restriction Period 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 after the Participant's death. Any remaining fraction ; the restrictions on the balance of a single such Restricted Stock Unit that was credited to Units shall lapse on the date the Participant's memorandum account death; and payment shall be distributed made in cash concurrent to Participant's Beneficiary in accordance with the distributionPlan with respect to the Units representing the shares of Common Stock upon which the restrictions have lapsed. (c) The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Units. The beneficiary Notwithstanding any waiver, any delivery of Restricted Stock Units to a Participant may not, directly or indirectly, designate the taxable year not be made earlier than delivery would have been made absent such waiver of the settlementrestrictions.

Distribution of Restricted Stock Units. Each i. If the Participant remains in the continuous employment of the Corporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Stock Units shall lapse and whole shares of Common Stock of the Corporation equal to the Fair Market Value on the date all applicable restrictions of the awarded Restricted Stock Units have lapsed shall be distributed to the Participant, subject to tax withholding as provided in Section 6 of this Agreement. ii. If the Participant’s employment is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall elect a form of distribution not forfeit any rights with respect to any Restricted Stock Units credited subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iv. If the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant in service before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse upon the expiration of the Restriction Period. If the Participant dies before the expiration of the Restriction Period, the restrictions on the Restricted Stock Units shall lapse immediately. At such time, whole shares of Common Stock equal to the Fair Market Value of the Restricted Stock Units on the date all applicable restrictions of the Restricted Stock Units have lapsed shall be distributed to the Participant hereunder and with respect to any Restricted Stock Units that may be credited to or the Participant Participant’s Beneficiary in the future. The Participant may elect to receive such Stock Units in a single stock distribution or in 10 annual installments upon event of the Participant's Separation From Service. The Participant's election under ’s death, subject to tax withholding as provided in Section 6 of this paragraph is irrevocableAgreement. Notwithstanding the foregoing, if a Participant has a Separation From Service in 2008, distribution will be made in the form elected Participant’s employment is terminated by reason of the Retirement or Disability of the Participant in service before the expiration of the Restriction Period and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and prior to 2008 with respect to any deferral under expiration of the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If the Participant elects to receive Restriction Period, then the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a single stock distributionconsultant, upon independent contractor, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation 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), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding the foregoing, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Retention Restriction Period, a certificate representing whole shares and B. it is determined that the Participant engaged in any of Common Stock shall be delivered to the following: 1. the Participant engaged in an act of fraud, embezzlement or theft in connection with 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 ’s duties or 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 course of the Participant's Separation From Service’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, and subsequent installments will be distributed on the anniversary or otherwise in violation of the first installmentlaw. A certificate representing whole shares of Common Stock determination under this paragraph shall be delivered made by the Committee with respect 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 installmenta participant who was, 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, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. v. The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Units. Notwithstanding any waiver, any delivery of Restricted Stock Units credited to the Participant's memorandum account will Participant may not 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 made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.

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 i. 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 are not forfeited as provided above shall vest upon the Participant's Separation From Service. The Participant's election under this paragraph is irrevocableexpiration of each Restriction Period. Notwithstanding the foregoing, (A) if a the Participant has a Separation From Service dies after Retirement, then Restricted Stock Units that were not forfeited as provided in 2008Section 3(c)(i) above shall vest upon the Participant’s death, distribution will be made in and the form elected Restriction Periods on those Restricted Stock Units shall lapse immediately, and (B) if the Participant dies while employed by the Participant prior to 2008 with respect to any deferral under the Norfolk Southern Corporation Outside Directors Deferred Stock Unit Program. If Corporation, or the Participant elects to receive dies after his Retirement or Disability, and before the entire Award has been distributed, then the Restricted Stock Units in a single stock distribution, shall all vest upon the Participant’s death, and all the Restriction Periods on the Restricted Stock Units shall lapse immediately. ii. Upon each vesting and expiration of the Retention PeriodRestriction Periods applicable to the Restricted Stock Units, a certificate representing whole number of shares of Common Stock shall be delivered of the Corporation equal to the Participant, and any remaining fraction ratable number of a single Restricted Stock Unit that was credited Units scheduled to vest on the Participant's memorandum account date the applicable Restriction Period ended shall be distributed in cash concurrent with to the distribution. The Participant or the Participant's failure to make a valid election will result ’s Beneficiary 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 event of the Participant's Separation From Service’s death, and subsequent installments will be distributed on subject to tax withholding as provided in Section 6 of this Agreement. At all times until the anniversary of the first installment. A certificate representing whole shares of Common Stock shall be delivered of the Corporation, if any, are actually issued in accordance with this Section, the Award remains an unfunded, unsecured promise to deliver shares in the future. iii. The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Stock Units. Notwithstanding any waiver, any delivery of Restricted Stock Units to the Participant upon distribution may not be made earlier than delivery would have been made absent such waiver 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 settlementrestrictions.