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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, t
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