0000702165-11-000047 Sample Contracts

Norfolk Southern Corporation Long-Term Incentive Plan Restricted Stock Units
Long-Term Incentive Award Agreement • February 17th, 2011 • Norfolk Southern Corp • Railroads, line-haul operating

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Employee Name> (Participant), Employee ID No. <Emp_Id>.

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Norfolk Southern Corporation Long-Term Incentive Plan Incentive Stock Option
Incentive Stock Option Agreement • February 17th, 2011 • Norfolk Southern Corp • Railroads, line-haul operating

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Employee Name> (Participant), Employee ID No. <Emp_Id>.

Norfolk Southern Corporation Long-Term Incentive Plan Performance Share Units
Long-Term Incentive Plan Agreement • February 17th, 2011 • Norfolk Southern Corp • Railroads, line-haul operating

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Employee Name> (Participant), Employee ID No. <Emp_Id>.

Non-Compete Agreement Associated With Norfolk Southern Corporation Long-Term Incentive Plan
Non-Compete Agreement • February 17th, 2011 • Norfolk Southern Corp • Railroads, line-haul operating • Virginia

THIS AGREEMENT (the "Agreement") is executed by and between Employee and Norfolk Southern Corporation ("NS" or "Company"). The term "Employee" means the employee who has received this document in conjunction with a 2011 award agreement under the Norfolk Southern Corporation Long-Term Incentive Plan ("LTIP" or "Plan"). The term NS or Company includes NS' affiliated companies including, but not limited to, Norfolk Southern Railway Company and its rail subsidiaries.

Norfolk Southern Corporation Long-Term Incentive Plan Restricted Stock Units
Restricted Stock Units Agreement • February 17th, 2011 • Norfolk Southern Corp • Railroads, line-haul operating

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Employee Name> (Participant), Employee ID No. <Emp_Id>.

Norfolk Southern Corporation Long-Term Incentive Plan Non-Qualified Stock Option
Non-Qualified Stock Option Agreement • February 17th, 2011 • Norfolk Southern Corp • Railroads, line-haul operating

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and <Employee Name> (Participant), Employee ID No. <Emp_Id>.

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