NORFOLK SOUTHERN CORPORATION
LONG-TERM INCENTIVE PLAN
FORM OF PERFORMANCE SHARE UNIT AWARD
Pursuant to the authority granted under the Norfolk Southern Corporation Long-Term Incentive Plan ("Plan") and in accordance with its terms, the Committee approved the future award of Performance Share Units under the Plan, to such Participants and in such amounts as may be determined by the Committee, payable one half in cash and one half in shares of Common Stock of Norfolk Southern Corporation. The award of Performance Share Units shall entitle Participants to Performance Shares (or cash in lieu thereof) upon the Corporation's achievement over a three-year Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the Corporation's total stockholder return as compared to the S&P 500 Index; (b) the Corporation's operating ratio; and (c) the Corporation's return on average capital invested.
If the Participant's employment with the Corporation or a Subsidiary is terminated before the end of the Performance Cycle for any reason other than Retirement, Disability, or death, the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, 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 the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, subject to the other provisions of Plan Section 10, continue as if the Participant's employment had continued through the end of the Performance Cycle. Notwithstanding this provision, however, if the Participant Engages in Competing Employment (as defined in the Plan) following Retirement before the end of the Performance Cycle, then Participant shall immediately forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. In addition, notwithstanding this provision, if the Participant is a "Specified Employee," as defined in section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, Performance Shares shall not be distributed (or cash in lieu thereof shall not be paid) until the later of six months after the Participant's Retirement or Disability, or the end of the Performance Cycle.
