NORFOLK SOUTHERN CORPORATION
LONG-TERM INCENTIVE PLAN
FORM OF RESTRICTED SHARE AGREEMENT AND RESTRICTED
STOCK UNIT AGREEMENT
AGREEMENT entered into as of _____________ (Award Date), between
Norfolk Southern Corporation (Corporation), a Virginia corporation,
and _____________________ (Participant ) .
1. Award of Restricted Shares and
Restricted Stock Units . The Corporation hereby confirms
an Award to the Participant on Award Date of ________ Restricted
Shares of the Corporation's Common Stock, and of ________
Restricted Stock Units, pursuant to the Norfolk Southern
Corporation Long-Term Incentive Plan (Plan), conditioned upon the
Participant endorsing in blank a stock power for the Restricted
Shares, a copy of which is attached hereto. The Restricted
Shares and Restricted Stock Units are granted under and subject to
the terms of this Agreement and the Plan, which is incorporated
into and forms a part of this Agreement.
Each Restricted Stock Unit
is a contingent right to receive cash payment for the Fair Market
Value of shares of Common Stock of the Corporation granted pursuant
to Section 5 of the Plan, subject to the restrictions and other
terms and conditions set forth in the Plan and this
Agreement. Each Restricted Stock Unit shall equal the Fair
Market Value, as that term is defined in the Plan, of one share of
the Common Stock of the Corporation.
The Participant's Award of
Restricted Stock Units shall be recorded in a memorandum
account. The Participant shall have no beneficial ownership
interest in the Common Stock of the Corporation represented by the
Restricted Stock Units awarded and no right to receive a
certificate representing such shares of Common Stock. The
Participant shall have no right to vote the Common Stock
represented by the Restricted Stock Units awarded or to receive
dividends, except for Dividend Equivalent payments as set forth
below.
2. Dividend Equivalent
Payments . The Corporation shall make to the Participant
who holds Restricted Stock Units on the declared record date a cash
payment on the number of shares of Common Stock represented by the
Restricted Stock Units held by Participant on such date, payable on
the tenth (10 th ) day of March, June, September, and
December, equal to dividends declared by the Board of Directors of
the Corporation and paid on Common Stock. Dividend equivalent
payments shall not be made during a Participant's leave of
absence.
3. Restriction
Period . The Restricted Shares and Restricted Stock Units
are subject to a three-year Restriction Period. A certificate
or certificates representing the number of Restricted Shares
granted shall be registered in the name of the Participant.
Until the expiration of the Restriction Period or the lapse of
restrictions in the manner provided in Section 5 of this Agreement,
the certificate or certificates shall be held by the Corporation
for the account of the Participant, and the Participant shall have
beneficial ownership of the Restricted Shares, including the right
to receive dividends on, and the right to vote, the Restricted
Shares.
4.
Restrictions . Until the expiration of the Restriction
Period or the lapse of restrictions in the manner provided in
Section 5 of this Agreement, Restricted Shares and Restricted Stock
Units shall be subject to the following restrictions:
(a) the Participant shall not be entitled to receive the
certificate or certificates representing the Restricted Shares, nor
shall the Participant be entitled to receive a cash payment for the
Restricted Stock Units to which the Participant may have a
contingent right to receive in the future;
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