0000702165-16-000162 Sample Contracts

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Non- Qualified Stock Option
Non-Qualified Stock Option Agreement • February 8th, 2016 • 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 Award Agreement Restricted Stock Units
Restricted Stock Units Award Agreement • February 8th, 2016 • 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 Award Agreement Performance Share Units
Award Agreement • February 8th, 2016 • 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>.

AGREEMENT
Change in Control Agreement • February 8th, 2016 • Norfolk Southern Corp • Railroads, line-haul operating • Virginia

This agreement, dated as of ________________, _____ (Agreement) between Norfolk Southern Corporation (Corporation) and _____________, Employee ID No. ___________, memorializes your entitlement to certain rights and benefits that would mature upon, and only upon, your Termination (this and other terms not defined in the text are defined in Attachment A hereto) following a Change in Control and your commitment not to engage in Competing Employment for certain periods; (2) absent such Termination, is not intended to affect, and shall not be construed as affecting, the compensation and benefits you are entitled to receive, except as otherwise provided in Article III, subparagraph (iii)(d) of the Agreement; and (3) is not under any circumstances a contract or guarantee of employment with the Corporation. Moreover, upon the happening of such conditions, your rights under any and all employee retirement income or welfare benefit policies, plans, programs or arrangements of the Corporation in

Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement for Outside Directors
Award Agreement for Outside Directors • February 8th, 2016 • Norfolk Southern Corp • Railroads, line-haul operating

This AGREEMENT dated as of <Date> (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and «Full_Name» (Participant), a director of the Corporation who is not an officer of the Corporation or any of its subsidiaries.

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