0000702165-06-000036 Sample Contracts

NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN AND RESTRICTED STOCK UNIT PLAN Waiver Agreement
Waiver Agreement • January 27th, 2006 • Norfolk Southern Corp • Railroads, line-haul operating

This Waiver Agreement entered into as of January 27, 2006, by and between Norfolk Southern Corporation (Corporation) and David R. Goode (Optionee) modifies 66,000 Restricted Shares granted to Optionee on January 28, 2005, and 96,000 Restricted Shares on January 30, 2004, under the Norfolk Southern Corporation Long-Term Incentive Plan and 44,000 Restricted Stock Units granted on January 28, 2005, and 64,000 Restricted Stock Units on January 30, 2004, under the Norfolk Southern Corporation Restricted Stock Unit Plan (collectively, "Restricted Awards").

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Retirement Agreement
Retirement Agreement • January 27th, 2006 • Norfolk Southern Corp • Railroads, line-haul operating • Virginia

This Retirement and Consulting Services Agreement (this "Agreement") is entered into as of January 27, 2006, by and between Norfolk Southern Corporation (the "Corporation") and David R. Goode ("Executive").

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