0000702165-06-000128 Sample Contracts

NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN AND RESTRICTED STOCK UNIT PLAN Waiver Agreement
Waiver Agreement • March 31st, 2006 • Norfolk Southern Corp • Railroads, line-haul operating

This Waiver Agreement entered into as of March 28, 2006, by and between Norfolk Southern Corporation (Corporation) and L. Ike Prillaman (Optionee) modifies 42,000 Restricted Shares granted to Optionee on January 28, 2005 and 30,000 Restricted Shares granted to Optionee on January 30, 2004 under the Norfolk Southern Corporation Long-Term Incentive Plan, and 28,000 Restricted Stock Units granted on January 28, 2005 and 20,000 Restricted Stock Units on January 30, 2004, under the Norfolk Southern Corporation Restricted Stock Unit Plan (collectively, "Restricted Awards").

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Retirement Agreement
Retirement Agreement • March 31st, 2006 • Norfolk Southern Corp • Railroads, line-haul operating • Virginia

This Retirement and Consulting Services Agreement (this "Agreement") is entered into as of March 28, 2006, by and between Norfolk Southern Corporation (the "Corporation") and L. Ike Prillaman ("Executive").

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