0000702165-22-000007 Sample Contracts

Norfolk Southern Corporation Long-Term Incentive Plan Form of Off-Cycle Award Agreement Non-Qualified Stock Option
Agreement • February 4th, 2022 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), Employee ID No. /$UserText1$/.

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Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Restricted Stock Units
Agreement • February 4th, 2022 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), Employee ID No. /$UserText1$/.

Sample 1Sample 2Sample 3
Norfolk Southern Corporation Long-Term Incentive Plan Form of Off-Cycle Award Agreement Performance Share Units
Cycle Award Agreement • February 4th, 2022 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), Employee ID No. /$UserText1$/.

Sample 1Sample 2
Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Performance Share Units
Award Agreement • February 4th, 2022 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), Employee ID No. /$UserText1$/.

Sample 1Sample 2
Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Restricted Stock Units With Pro-Rata Distribution If Retirement Before October 1 of Award Year
Award Agreement • February 4th, 2022 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), Employee ID No. /$UserText1$/.

Sample 1Sample 2
Norfolk Southern Corporation Long-Term Incentive Plan Form of Off-Cycle Award Agreement Restricted Stock Units
Cycle Award Agreement • February 4th, 2022 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), Employee ID No. /$UserText1$/.

Sample 1Sample 2
Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement Non- Qualified Stock Option With Pro Rata Vesting
Award Agreement • February 4th, 2022 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), Employee ID No. /$UserText1$/.

Sample 1Sample 2
Norfolk Southern Corporation Long-Term Incentive Plan Award Agreement for Outside Directors
Award Agreement • February 4th, 2022 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia

This AGREEMENT dated as of /$GrantDate$/ (Award Date), between NORFOLK SOUTHERN CORPORATION (Corporation), a Virginia corporation, and /$ParticipantName$/ (Participant), a director of the Corporation who is not an officer or employee of the Corporation or any of its subsidiaries.

Sample 1
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