EXHIBIT
10.1


 







NORFOLK
SOUTHERN


EXECUTIVE
SEVERANCE PLAN


1. Introduction


1.1. Purpose. The
purpose of the Plan is to ensure that the Company will have the continued dedication of its key employees by providing severance
protection to selected individuals. The Plan is intended to be an unfunded welfare plan maintained primarily for the purpose of
providing severance benefits to a select group of key management employees.


1.2. Effective
Date. The Plan is effective as of May 14, 2020, and was amended effective July 28, 2020, to clarify the application of
Section 409A to certain benefits under the Plan, and again effective November 17, 2022 to clarify the definition of Eligible Employee
and the process for calculating payment of stock options hereunder.


2. Definitions
and Construction


2.1. Definitions. When
used in capitalized form in the Plan, the following words and phrases have the following meanings, unless the context clearly
indicates that a different meaning is intended:


(a) “Administrator”
means the Compensation Committee.


(b) “Board”
means the Board of Directors of Norfolk Southern Corporation.


(c) “Cause”
has the meaning provided in Section 4.4(c).


(d) “Claim
Reviewer” means a person or entity designated in writing by the Administrator as the Claim Reviewer for this Plan.


(e) “Closing
Price” means the closing price per share of the Company’s stock or equivalent on the New York Stock Exchange
(or if unavailable, on another U.S. stock exchange) on the date of the Qualifying Termination, or, if a stock is not traded on
the date of the Qualifying Termination, on the most recent trading day immediately preceding such date.


(f)
“Code” means the Internal Revenue Code of 1986, as amended.


(g) “Company”
means Norfolk Southern Corporation.


(h) “Compensation
Committee” means the Compensation Committee of the Board.


(i) “Eligible
Employee” means any employee of the Company who, on the date of a Qualifying Termination, is either: (1) employed
at or above the level of Executive Vice President, or (2) employed at the level of Senior Vice President but only if the Board
or its designee has designated such Participant as eligible to participate in the Plan. Notwithstanding the foregoing, employees
who reach mandatory retirement age shall not be eligible to participate in the Plan.


(j) “Entity”
means a corporation, partnership, limited liability company or other entity.


(k) “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


(l) “Good
Reason” has the meaning provided in Section 4.4(b).


(m) “Participant”
means an Eligible Employee who participates in the Plan under Section 3.


(n) “Plan”
means the Norfolk Southern Executive Severance Plan as set forth in this document.


(o) “Qualifying
Termination” has the meaning provided in Section 4.4(a).


(p) “Section
409A” means section 409A of the Code.


(q) “Severance
Benefit” has the meaning provided in Section 4.


2.2. Gender
and Number. Words used in the masculine gender in the Plan are intended to include the feminine and neuter genders, where
appropriate. Words used in the singular form in the Plan are intended to include the plural form, where appropriate, and vice
versa.


2.3. Section
409A. Payments under the Plan are intended to be exempt from, or comply with, Section 409A, and the Plan will be interpreted
to achieve this result. However, in no event is the Company responsible for any tax or penalty owed by a Participant with respect
to the payments under the Plan.


3. Participation. An
Eligible Employee of the Company shall become a Participant in the Plan on the date on which the Company adopts the Plan or the date
the Eligible Employee is employed at the level of Executive Vice President, whichever is later. An employee who is employed at the level
of Senior Vice President shall become a Participant on the date the Board designates that he or she is eligible.



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4. Severance
Benefits


4.1. Cash
Severance Benefits. A Participant who has a Qualifying Termination is eligible for a Severance Benefit in the amount
described in subsection (a). The Severance Benefit shall be paid in the time and form specified in Section 4.3 and shall be conditioned
upon the Participant’s timely execution of a release as provided in Section 6 and such release becoming irrevocable.


(a)
Amount.


(1) Base
Salary. The Participant’s Severance Benefit includes an amount equal to two times (2) the Participant’s base
salary, at the rate in effect immediately prior to the Participant’s Qualifying Termination. Notwithstanding the foregoing,
in the event the Participant experienced a material reduction in base salary prior to his or her Qualifying Termination that would
give rise to a Good Reason, then the base salary rate used in the preceding sentence shall, if greater, be the rate in effect
immediately prior to such material reduction in base salary.


(2) Bonus
Award.


(i)
The Participant’s Severance Benefit includes an amount equal to the Participant’s total salary paid up to the date
of the Qualifying Termination during the incentive year in which the Qualifying Termination occurs multiplied by the Participant’s
bonus level multiplied by the payout percentage for the Corporate Performance Factor accrued on the books of the Company as of
the quarter coincident with or immediately preceding the quarter in which the Qualifying Termination occurs. Notwithstanding the
foregoing, for a Participant whose Qualifying Termination occurs in the first quarter of the calendar year, the Participant’s
Severance Benefit shall include an amount equal to the Participant’s total salary paid up to the date of the Qualifying
Termination during the incentive year in which the Qualifying Termination occurs multiplied by the Participant’s bonus level
multiplied by the payout percentage for the Corporate Performance Factor as budgeted for the incentive year.


(ii)
Notwithstanding the foregoing, for Participants who are eligible to retire, the date of the Qualifying Termination shall be established
as the last day of a month so that they can retire under the terms of the Retirement Plan of Norfolk Southern Corporation and
Participating Subsidiary Companies and consequently be eligible for a bonus award in accordance with the terms of the Executive
Management Incentive Plan. Such Participants shall not be eligible for an amount described under the previous paragraph. In addition,
Participants who are eligible for a bonus award in accordance with the terms of the Executive Management Incentive Plan for reasons
other than retirement shall receive a bonus award under the terms of that plan and shall not be eligible for an amount described
under the previous paragraph.


(3)
Outplacement Services. The Participant shall be entitled to a lump sum of $30,000 for outplacement services.


(4)
Health Coverage. The Participant shall be entitled to a lump sum of $36,000 for health coverage.


4.2. Equity
Awards.


(a) In
General. Provided that the Participant timely executes a release as provided in Section 6 and such release becomes irrevocable,
then notwithstanding anything in the applicable stock incentive plan and/or award agreement to the contrary, upon a Participant’s
Qualifying Termination, the Participant’s restricted stock unit awards will be paid in cash using the Closing Price. The
Participant’s stock options will be paid in cash to the extent (i) such stock options remain outstanding, and (ii) the option
exercise price for any particular stock option grant made to the Participant exceeds the Closing Price, in which case the amount
payable for each qualifying stock option grant will be calculated by subtracting the applicable option exercise price from the
Closing Price, and, provided such amount is greater than zero, multiplying such amount by the number of option shares with such
exercise price. Furthermore, provided that the Participant timely executes a release as provided in Section 6 and such release
becomes irrevocable, then the Participant shall be entitled to the pro-rata value of Performance Share Units, paid in cash upon
the Participant’s Qualifying Termination, in accordance with the following formula: For each


Performance
Share Unit award, the number of units granted shall be multiplied by the total earnout percentage as reflected on the books of
the company for the prior quarter, multiplied by a fraction, the numerator of which is the number of months worked in the 3-year
award period and the denominator of which is 36 and using the Closing Price. If a Participant is entitled to continued or accelerated
vesting of stock options, continued vesting of restricted stock units, or payout of performance share units based on the full
performance period in accordance with the terms of the Norfolk Southern Long-Term Incentive Plan, then the terms of the awards
under the Norfolk Southern Long-Term Incentive Plan shall govern and the Participant shall not be entitled to the payout of equity
awards under this section 4.2(a).



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(b) Participants
Eligible to Retire. Notwithstanding section 4.2(a), for a Participant who is eligible to retire, and who properly executes
a release as provided in Section 6 and such release becomes irrevocable, then the date of the Qualifying Termination shall be
established as the last day of a month so that the Participant can retire under the terms of the Retirement Plan of Norfolk Southern
Corporation and Participating Subsidiary Companies. Thereafter, provided that the Participant properly applies for retirement
pursuant to the Retirement Plan, the Participant shall be entitled to treatment of long-term incentive awards as provided upon
retirement in accordance with the terms of such awards (including under the terms of the applicable award agreements as well as
under the Norfolk Southern Long-Term Incentive Plan). A Participant who is eligible to retire as described in this section 4.2(b)
shall not be entitled to the payout of equity awards as described under section 4.2(a) of this Plan.


4.3. Time
and Form of Payment. If a Participant is entitled to a Severance Benefit, the Severance Benefit and any benefit payable
under Sections 4.1 or 4.2(a) will be paid as follows:


(a) In
General. Except as otherwise provided below, the Participant’s Severance Benefit and any benefit payable under
Sections 4.1 or 4.2(a) will be paid in a lump sum within thirty days following the expiration of the 7-day rescission period unless
a delay is required by subsection (b)(2) or (b)(3) below.


(b) Time
of Payment under Section 409A. To comply with Section 409A of the Code:


(1) Any
payment under the Plan that is subject to Section 409A and that is contingent on a termination of employment is contingent on
a “separation from service” within the meaning of Section 409A.


(2) If,
upon separation from service, the Participant is a “specified employee” within the meaning of Section 409A, any payment
under the Plan that is subject to Section 409A and would otherwise be paid within six months after the Participant’s separation
from service will instead be paid in the seventh month following the Participant’s separation from service.


(3) If
the payment or distribution of any amount or award as provided in Section 4.3(a) would violate Section 409A of the Code, then
if the Participant timely executes a release as provided in Section 6 and such release becomes irrevocable, the amount or award
will be paid at the earliest possible time it can be paid without violating Section 409A of the Code.


4.4.
Qualifying Termination.


(a) A
Participant has a Qualifying Termination if his or her employment with the Company is terminated:


(1) by
the Participant for Good Reason; or


(2) by
the Company for any reason other than for Cause or for disability under the Company’s long-term disability plan.


 


(b) Good
Reason. “Good Reason” means the existence or occurrence of one or more of the following conditions or events
without the Participant’s prior written consent: (i) a material reduction of the Participant’s base salary or target
bonus opportunity (other than as part of an across-the-board, proportional salary reduction applicable to all officers employed
at the level of Executive Vice President); (ii) a sustained and material reduction in the Participant’s job title or responsibilities,
it being agreed that “Good Reason” shall not exist solely because the Company reorganizes one or more units of its
business, its functional organization, or its reporting relationships; or (iii) a material breach by the Company of any term of
the Participant’s written employment agreement with the Company or of the Participant’s other agreements with the
Company, if any; provided, however, that, in each case under sub-clauses (i) to (iii) above, any termination of employment by
the Participant will be for “Good Reason” only if: (1) the Participant gives the Company written notice, within ninety
(90) days following the first occurrence of the condition(s) that the Participant believes constitute(s) “Good Reason,”
which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following
receipt of the written notice (such 30-day period, the “Company Cure Period”); and (3) the Participant voluntarily
terminates the Participant’s employment with the Company within thirty (30) days following the end of the Company Cure Period.



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(c) Cause. “Cause”
means, with respect to a Participant, the occurrence of any of the following events, as reasonably determined by the Administrator
in its discretion: (i) the Participant’s conviction of, or plea of nolo contendere to, any felony (other than a vehicular-related
felony); (ii) the Participant’s commission of, or participation in, intentional acts of fraud or dishonesty that in either
case results in material harm to the reputation or business of the Company; (iii) the Participant’s intentional, material
violation of any term of the Participant’s employment agreement with the Company or any other contract or agreement between
the Participant and the Company, if any, or any statutory duty the Participant owes to the Company that in either case results
in material harm to the business of the Company; (iv) the Participant’s conduct that constitutes gross insubordination or
habitual neglect of duties and that in either case results in material harm to the business of the Company; (v) the Participant’s
intentional, material refusal to follow the lawful directions of the Board of Directors, Norfolk Southern’s Chief Executive
Officer, or his or her direct manager (other than as a result of physical or mental illness); or (vi) the Participant’s
intentional, material failure to follow, or intentional conduct that violates (or would have violated, if such conduct occurred
within ten (10) years prior to the date the Participant entered this Agreement and has not been previously disclosed to the Company),
the Company’s written policies that are generally applicable to all employees or all officers of the Company and that results
in material harm to the reputation or business of the Company; provided, however, (1) that willful bad faith disregard will be
deemed to constitute intentionality for purposes of this definition and (2) that, in each case under sub-clauses (i) through (vi)
above, any termination of employment by the Company will be for “Cause” only if: (1) the Company gives the Participant
written notice, within ninety (90) days following the date on which the Company first becomes aware of the action or conduct that
it alleges constitutes Cause (or, in the case of clauses (ii), (iii), or (vi), when the Company first becomes aware that the action
or conduct has resulted in material harm to the reputation or business of the Company), which notice shall describe such action
or conduct; (2) in the case of clauses (iii) through (vi), except in circumstances where the Participant’s actions are deemed
by the Company not subject to cure, the Participant fails to remedy such condition(s) within thirty (30) days following receipt
of the written notice (such 30-day period, the “Employee Cure Period”); and (3) except if a reasonable period is needed
to investigate the conduct at issue in (vi) (which investigation, for the avoidance of doubt, shall not constitute Good Reason),
the Company terminates the Participant’s employment within thirty (30) days following the end of the Employee Cure Period
(or, in the case of clauses (i) and (ii), the Company terminates the Participant’s employment within sixty (60) days following
the Participant’s receipt of the written notice).


5. Covenants


5.1. Generally. In
consideration for the benefits provided under the Plan, each Participant will agree to the covenants as set forth in the release
described in section 6, which shall include the items set forth in sections 5.2 through 5.5.


5.2. Non-disparagement. The
Participant will at no time make any derogatory, misleading or otherwise negative statement about the actions, performance or
behavior of the Company or its officers, directors, employees and agents.


5.3. Cooperation. The
Participant will cooperate with the Company in order to ensure an orderly transfer of his or her duties and responsibilities.
In addition, the Participant will at all times, both before and after termination of


employment,
(a) provide reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) that
relates to events occurring during the Participant’s employment hereunder, provided that such cooperation does not materially
interfere with the Participant’s then current employment, and (b) cooperate with the Company in executing and delivering
documents requested by the Company, and taking any other actions, that are necessary or requested by the Company to assist the
Company in patenting, copyrighting, or registering any programs, ideas, inventions, discoveries, patented or copyrighted material,
or trademarks, and to vest title thereto in the Company.


5.4.
Confidentiality and Non-Compete. The Participant covenants and agrees that any confidential or proprietary information
and any corporate policies, procedures and documents acquired during his or her employment with the Company is the exclusive property
of the Company. The Participant acknowledges that he or she has no ownership interest or right of any kind to said property. Except
as otherwise required by law, the Participant agrees that he or she will not use or directly or indirectly, disclose or divulge
to any unauthorized party for his or her own benefit or to the detriment of the Company, any such information that was acquired
during his or her employment with the Company, whether or not developed or compiled by the Company and whether or not the Participant
was authorized to have access to such information. The Participant covenants that he or she has returned all such information
to the Company.


The
Participant further covenants that he or she will not seek or accept employment with a direct competitor of the Company for one
(1) year from date of Qualifying Termination, unless Participant seeks, and is granted, a waiver from the Chief Executive Officer
of the Company. The Participant will not disclose any trade secrets, customer lists, vendor and contractor rates, designs, information
regarding product development, names of vendors and contractors, phone numbers or contact information of vendors and contractors,
operating plans, strategic plans, marketing plans, sales plans, projected acquisitions or dispositions of properties, assets,
or management agreements, management information (including data and other information relating to members of the Board and management),
operating policies or manuals, business plans, purchasing agreements, financial records, or other financial, commercial, business
or technical information relating to Company or information designated as confidential or proprietary that Company may receive
belonging to suppliers, customers, or others who do business with Company. Notwithstanding the foregoing, this Release does not
prohibit the Participant from: (i) providing truthful testimony in response to compulsory legal process; (ii) participating in
any government investigation; (iii) providing truthful statements in conjunction with any claim permitted to be brought by the
employee; or (iv) providing information to the extent required by an order of a court having competent jurisdiction or under subpoena
from an appropriate government agency.



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5.5. Recoupment. If
the Participant breaches any of the covenants set forth in this Section 5, as specified in the release, then the Participant will
be obligated to repay to the Company all benefits previously paid to, or on behalf of, the Participant under the Plan. Any payment
to a Participant under this Plan is subject to reduction, forfeiture, or recoupment to the extent provided under Section 304 of
the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or as may be provided
under any other applicable law.


 


6. Release


6.1. Generally. A
Participant will not be entitled to any benefits under the Plan unless, at the time of the Participant’s Qualifying Termination,
he or she executes and does not subsequently revoke the release provided in Exhibit A, releasing
the Company, its affiliates, subsidiaries, shareholders, directors, officers, employees, representatives, and agents and their
successors and assigns from any and all employment-related claims the Participant or his or her successors and beneficiaries might
then have against them (excluding any claims the Participant might then have under the Plan or any employee benefit plan sponsored
by the Company). The release will be substantially in the form that is attached as Exhibit A to the Plan.


6.2. Time
Limit for Providing Release. A Participant will execute and submit the release to the Company within 21 days after the date
the release is presented to the Participant. With respect to any payment under the Plan that is subject to Section 409A, if payment is
otherwise due prior to the latest date on which the release may become irrevocable and the period between separation from service and
such date spans two calendar years, payment shall be made in the second of those two years.


 


7. Nature
of Participant’s Interest in the Plan


7.1. No
Right to Assets. Participation in the Plan does not create, in favor of any Participant, any right or lien in or against
any asset of the Company. Nothing contained in the Plan, and no action taken under its provisions, will create or be construed
to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant or any other person. The Company’s
promise to pay benefits under the Plan will at all times remain unfunded as to each Participant, whose rights under the Plan are
limited to those of a general and unsecured creditor of the Company.


7.2. No
Right to Transfer Interest. Rights to benefits payable under the Plan are not subject in any manner to alienation, sale,
transfer, assignment, pledge, or encumbrance, except as required by law.


7.3. No
Employment Rights. No provisions of the Plan and no action taken by the Company or the Administrator will give any person
any right to be retained in the employ of the Company, and the Company specifically reserves the right and power to dismiss or
discharge any Participant for any reason or no reason and at any time.


7.4. Withholding
and Tax Liabilities. All payments under the Plan will be subject to tax withholding or other withholding required or
permitted by applicable law to the extent deemed necessary by the Administrator. The Participant will bear the cost of any taxes
not withheld on benefits provided under the Plan, regardless of whether withholding is required.


7.5.
Change in Control. Notwithstanding the provisions of this Agreement, Participants who have entered into a Change in Control
Agreement with the Company who are terminated following a Change in Control (as defined in such Agreement) will be entitled to benefits
under that Agreement and shall not be entitled to benefits under this Plan.



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8. Administration,
Interpretation, and Modification of Plan


8.1. Plan
Administrator. The Administrator will administer the Plan.


8.2. Powers
of the Administrator. The Administrator’s powers include, but are not limited to, the power to adopt rules consistent
with the Plan; the power to decide all questions relating to the interpretation of the terms and provisions of the Plan; and the
power to resolve all other questions arising under the Plan (including, without limitation, the power to remedy possible ambiguities,
inconsistencies, or omissions by a general rule or particular decision). The Administrator has full discretionary authority to
exercise each of the foregoing powers.


8.3. Death
of Participant. If a Participant dies after having a Qualifying Termination, any payment of the Participant’s Severance
Benefit or benefit under Section 4 remaining due to the Participant will be paid to the Participant’s estate at the time
such payment would otherwise be paid to the Participant but no later than 90 days after the Participant’s death.


8.4. Amendment,
Suspension, and Termination. The Compensation Committee has the right by written resolution to amend, suspend, or terminate
the Plan at any time, subject to the terms of this Section 8.4. Notwithstanding the foregoing, the Compensation Committee may
amend the Plan at any time to the extent necessary to comply with Section 409A, provided that, to the extent possible, such amendment
does not reduce the benefits of an employee who is already a Participant.


8.5. Power
to Delegate Authority. The Administrator may, in its sole discretion, delegate to any person or persons all or part of
its authority and responsibility under the Plan, including, without limitation, the authority to amend the Plan.


8.6. Headings. The
headings used in this document are for convenience of reference only and may not be given any weight in interpreting any provision
of the Plan.


8.7. Severability. If
an arbitrator or court of competent jurisdiction determines that any term, provision, or portion of the Plan is void, illegal, or
unenforceable, the other terms, provisions, and portions of the Plan will remain in full force and effect, and the terms,
provisions, and portions that are determined to be void, illegal, or unenforceable will either be limited so that they will remain
in effect to the extent permissible by law, or such arbitrator or court will substitute, to the extent enforceable,
provisions similar thereto or other provisions, so as to provide to the Company, to the fullest extent permitted by applicable law,
the benefits intended by the Plan.


8.8. Governing
Law. The Plan will be construed, administered, and regulated in accordance with the laws of Virginia (excluding any conflicts
or choice of law rule or principle), except to the extent that those laws are preempted by federal law.


8.9. Complete
Statement of Plan. The Plan contains a complete statement of its terms. The Plan may be amended, suspended, or terminated
only in writing and then only as provided in Section 8.4 or 8.5. A Participant’s right to any benefit of a type provided
under the Plan will be determined solely in accordance with the terms of the Plan. No other evidence, whether written or oral,
will be taken into account in interpreting the provisions of the Plan. Notwithstanding the preceding provisions of this Section
8.9, for purposes of determining benefits with respect to a Participant, the Plan will be deemed to include the provisions of
any other written agreement between the Company and the Participant to the extent such other agreement explicitly provides for
the incorporation of some or all of its terms into the Plan. Nothing in the Plan shall supersede any Change in Control Agreement
the Participant has or will enter into, and in the event of a Change in Control (as defined under that policy), benefits shall
be paid under that policy in lieu of any benefits described hereunder.


 


9. Claims
and Appeals


9.1.
Application of Claims and Appeals Procedures.


(a) If
a Participant believes that he or she did not receive the full amount of benefits under the Plan to which he or she is entitled,
the Participant may file a claim under the provisions of this Section 9.


(b) No
claim for non-payment or underpayment of benefits allegedly owed under the Plan may be filed in court until the claimant has exhausted
the claims review procedures established in accordance with this Section 9.


9.2.
Initial Claims.


(a) Any
claim for benefits will be in writing (which may be electronic if permitted by the Administrator) and will be delivered to the
Claim Reviewer.



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(b) Each
claim for benefits will be decided by the Claim Reviewer within a reasonable period of time, but not later than 90 days after
such claim is received by the Claim Reviewer (without regard to whether the claim submission includes sufficient information to
make a determination), unless the Claim Reviewer determines that special circumstances require an extension of time for processing
the claim. If the Claim Reviewer determines that an extension of time for processing is required, the Claim Reviewer will notify
the claimant in writing before the end of the initial 90-day period of the circumstances requiring an extension of time and the
date by which a decision is expected.


(c) If
any claim is denied in whole or in part, the Claim Reviewer will provide to the claimant a written decision, issued by the end
of the period prescribed by subsection (b), above, that includes the following information:


(1) The
specific reason or reasons for denial of the claim;


(2) References
to the specific Plan provisions upon which such denial is based;


(3) A
description of any additional material or information necessary to perfect the claim, and an explanation of why such material
or information is necessary;


(4) An
explanation of the appeal procedures Plan’s and the applicable time limits; and


(5) A
statement of the claimant’s right to bring a civil action under section 502(a) of ERISA, if his or her claim is denied upon
review.


9.3.
Appeals.


(a) If
a claim for benefits is denied in whole or in part, the claimant may appeal the denial to the Claim Reviewer. Such appeal will be in
writing (which may be electronic, if permitted by the Claim Reviewer), may include any written comments, documents, records, or
other information relating to the claim for benefits, and will be delivered to the Claim Reviewer within 60 days after the claimant
receives written notice that his or her claim has been denied.


(b) The
Claim Reviewer will decide each appeal within a reasonable period of time, but not later than 60 days after such claim is received
by the Claim Reviewer, unless the Claim Reviewer determines that special circumstances require an extension of time for processing
the appeal.


(1) If
the Claim Reviewer determines that an extension of time for processing is required, the Claim Reviewer will notify the claimant
in writing before the end of the initial 60-day period of the circumstances requiring an extension of time and the date by which
the Claim Reviewer expects to render a decision.


(2) If
an extension of time pursuant to paragraph (1), above, is due to the claimant’s failure to submit information necessary
to decide the appeal, the period for deciding the appeal will be tolled from the date on which the notification of extension is
sent to the claimant until the date on which the claimant responds to the request for additional information.


(c) In
connection with any appeal, the claimant will be provided, upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to his or her claim for benefits. A document, record, or other information
will be considered relevant to a claim for benefits if such document, record, or other information:


(1) Was
relied upon in making the benefit determination;


(2) Was
submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document,
record, or other information was relied upon in making the benefit determination; or


(3) Demonstrates
compliance with processes and safeguards designed to ensure and to verify that the benefit determination was made in accordance
with the terms of the Plan and that such terms of the Plan have been applied consistently with respect to similarly situated claimants.


(d) The
Claim Reviewer review on appeal will take into account all comments, documents, records and other information submitted by the
claimant, without regard to whether such information was considered in the initial benefit determination.


(e) If
any appeal is denied in whole or in part, the Claim Reviewer will provide to the claimant a written decision, issued by the end
of the period prescribed by subsection (b), above, that includes the following information:


(1) The
specific reason or reasons for the decision;


(2) References
to the specific Plan provisions upon which the decision is based;



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(3) An
explanation of the claimant’s right to receive, upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to his or her claim for benefits (as determined pursuant to subsection (c),
above); and


(4) A
statement of the claimant’s right to bring a civil action under section 502(a) of ERISA.


9.4.
Other Rules and Rights Regarding Claims and Appeals.


(a) A
claimant may authorize a representative to pursue any claim or appeal on his or her behalf. The Claim Reviewer may establish reasonable
procedures for verifying that any representative has in fact been authorized to act on his or her behalf.


(b) Notwithstanding
the deadlines prescribed by this Section 9.4, the Claim Reviewer and any claimant may agree to a longer period for deciding a
claim or appeal or for filing an appeal, provided that the Claim Reviewer will not extend any deadline for filing an appeal unless
imposition of the deadline prescribed by Section 9.3(a) would be unreasonable under the applicable circumstances.


9.5. Interpretation. The
provisions of this Section 9 are intended to comply with section 503 of ERISA and will be administered and interpreted in a manner consistent
with such intent.



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EXHIBIT
A – FORM OF RELEASE AGREEMENT


 


SEPARATION
AGREEMENT


 


This Separation Agreement (“Agreement”
or “Release”) is entered into by and between Norfolk Southern Corporation (“Company”) and _____________________(“Executive”
or “I”).


 


WITNESSETH:


 


WHEREAS, Executive is an at-will employee
and as such, Executive’s employment can be terminated at any time.


 


WHEREAS, Executive will be separated by
the Company effective ________________, _____ (“Separation Date”) for reasons unrelated to sexual harassment or sexual abuse,
as a result of which Executive would be eligible to receive certain severance benefits under the Norfolk Southern Executive Severance
Plan (“Severance Plan”), and desires to receive the benefits under the Executive Severance Plan and to relinquish and waive
any rights and benefits provided under the NS Severance Pay Plan;


 


WHEREAS, a condition to receipt of benefits
under the Severance Plan is for the Executive to execute a Settlement Agreement and Release satisfactory to the Company;


 


NOW, THEREFORE, in consideration of the
premises, and for other good and valuable consideration contained herein, the parties hereto, intending to be legally bound, hereby agree
as follows:


 


The foregoing WHEREAS clauses are incorporated
and made a part of this Agreement.


 


1. Separation
of Employment.


	A.I	understand that my employment
with Company shall terminate or was terminated effective as of the above-referenced Separation Date.



 


	B.I	understand that Company has
paid or will timely pay me, in accordance with its normal payroll and other procedures, for: (i) my work from the date this Release
was received through the Separation Date; (ii) my properly reported and reimbursable business expenses that remain unpaid, provided
that I submit any such claims for reimbursement together with this Release; and (iii) my accrued but unused vacation for the current
year, less all required tax withholdings and other deductions.



 


	C.I	understand that, for benefit
plans governed by the Employee Retirement Income Security Act of 1974 (ERISA), benefits following the Separation Date, if any,
will be determined in accordance with the terms of the applicable plan or other governing documents.



 


	D.I	understand that the foregoing
payments and benefits, other than benefits provided under the Severance Plan, have been or will be provided to me regardless of
whether I sign or revoke this Release.






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2. Payment
and Other Benefits.


I acknowledge that, in consideration
for signing this Release within 21 days after I receive it and provided that I do not revoke the Release during the seven-day revocation
period described in Section 8, I will receive the following:


	A.	Payment in
the gross amount of $[ ], equal to two (2) times Executive’s base salary, paid in a lump sum.





 


	B.	Payment in the gross amount
of $[ ] for the Bonus portion of the severance benefit under the Severance Plan; provided, however, that if my Separation Date
is on or after the date on which a deferral election under the Norfolk Southern Corporation Executives’ Deferred Compensation
Plan (“EDCP”) becomes irrevocable (generally July 1), any portion of my Bonus for which I had made an election to
defer under the EDCP will be paid under the terms of the EDCP and not under the Severance Plan.



 


	C.	Payment in the gross amount
of $[ ], equal to the value of any stock options calculated in accordance with Section 4.2(a) of the Severance Plan, paid in a
lump sum.



 


	D.	Payment in the gross amount
of $36,000 for health coverage, paid in a lump sum.



 


	E.	Payment in the gross amount
of $30,000 for outplacement services, paid in a lump sum.



 


	F.	Payment in the gross amount
of $[ ], equal to full value of restricted share units, payable in separate installments at the time each underlying restricted
stock unit award would have been distributed if I had continued in employment through each applicable distribution date.



 


	G.	Payment in the gross amount
of $[ ], equal to Pro-rated value of Performance Share Units, payable in installments at the time each underlying Performance
Share Unit award would have been distributed if I had continued in employment through December 31 of each Performance Cycle.



 


	H.	The payments provided in
this Section 2A through 2E will be paid by direct deposit or, if not possible, by check sent by regular mail to my last known
address, within 30 calendar days after the date on which Company receives an executed copy of this Release from me; provided,
however, that if I am a “specified employee” within the meaning of Section 409A, any payment that is subject to Section
409A that is to be made under this Agreement that would otherwise be paid within six months after my separation from service will
instead be paid in the seventh month following my separation from service Each installment payment provided in Section 2F and
Section 2G will be paid by direct deposit or, if not possible, by check sent by regular mail to my last known address at the time
provided in the underlying restricted stock unit award or following the conclusion of the Performance Cycle. All payments made
under this Section 2 shall be net of all taxes, withholdings and any other amount required by law to be withheld from such payments.
Furthermore, debts owed to the Company may also be deducted from the payments.





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3.  Release
of COMPANY.


 


In consideration of the Payment and Benefits
provided for in Section 2:


 


	A.	On behalf of myself and my
heirs and personal representatives, I hereby surrender any right to employment with Company and its predecessors, successors,
and assigns, as well as its subsidiaries, affiliates, and parents (cumulatively referred to as the “Affiliates”),
and release and forever discharge Company and the Affiliates, and their respective past, present and future partners, principals,
managers, directors, officers, employees, agents, attorneys, employee benefit plans, trustees and all others acting in concert
with them, from any and all claims, actions, suits, proceedings, complaints, causes of action, grievances, debts, costs and expenses
(including attorney’s fees), at law or in equity, known or unknown, that I: (i) have or may have through the date I sign
this Release, arising out of, based on, or relating in any way to any acts or omissions that occurred, in whole or in part, prior
to the time that I sign this Release, including, but not limited to: claims for breach of any express or implied contract, wrongful
termination, retaliation, defamation of character, personal injury, intentional or negligent infliction of emotional distress,
discrimination or harassment based on race, religion, sex, age, color, handicap and/or disability, national origin, or any other
protected class, and any other claim based on or related to my employment with Company or my departure therefrom, including but
not limited to claims under ERISA, Title VII of the Civil Rights Act of 1964, Section 1981 of Title 42 of the United States Code,
the Civil Rights Act of 1866, Executive Order 11246, the Equal Pay Act, the Americans with Disabilities Act, the Rehabilitation
Act of 1973, the Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967, the Uniformed Services Employment
and Reemployment Rights Act, the Occupational Safety and Health Act, the Federal Railroad Safety Act, the Federal Employers Liability
Act, the Georgia Fair Employment Practices Act, the Virginia Human Rights Act, and any other federal, state or local statute or
regulation, all as amended; and (ii) have or may have at any time before or after I sign this Release arising under, based on,
or related to the Worker Adjustment and Retraining Notification Act. Nothing in this Release is intended to or shall be construed
as an admission by Company or any of its Affiliates that any of them violated any law, interfered with any right, breached any
obligation or otherwise engaged in any improper or illegal conduct with respect to me or otherwise. Company and its Affiliates
expressly deny any such illegal or wrongful conduct.



 


	B.	I do not waive, nor has Company
asked me to waive, any rights or claims that cannot be released by law, such as any vested retirement benefits that I may have.



 


	C.	I agree that I will not provide
any information, advice, or services to, and will not serve as a consulting or testifying expert witness for, any person, law
firm, or entity in connection with any claim of any type or nature by that person, law firm, or entity against the Company or
any of the Affiliates. Notwithstanding the foregoing, this Release does not and is not intended to prevent, restrict, or otherwise
interfere with my right to: (i) provide information to any appropriate federal, state, or local governmental agency or court,
including the Securities and Exchange Commission (“SEC”); (ii) testify, assist, participate in, or cooperate with
the investigation of any charge or complaint pending before or being investigated by such governmental agency or court, or make
any disclosures that are protected under the whistleblower provisions of federal law or regulation; (iii) receive a monetary award
from the SEC related to my participation in an SEC investigation or proceeding; or (iv) enforce this Agreement.





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4. Participant’s
Covenants.


In consideration of the Payment and
other benefits provided for in Section 2, I also covenant and agree that:


A. Confidentiality
of Release.


 


Subject to Section 3(C) above, I shall
hold this Release confidential, and not disclose its terms to anyone, except for my immediate family, legal counsel, and tax advisor,
and that I will inform them of this confidentiality provision upon any such disclosure. I understand that this confidentiality provision
is a material provision of this Release.


B. 
Confidentiality of Company Information.


 


Executive covenants and agrees that
any confidential or proprietary information and any corporate policies, procedures and documents acquired by Executive during his employment
with the Company is the exclusive property of the Company, and Executive acknowledges that he has no ownership interest or right of any
kind to said property. Except as otherwise required by law, Executive agrees that he will not use or directly or indirectly, disclose
or divulge to any unauthorized party for his own benefit or to the detriment of the Company, any such information that he may have acquired
during his employment with the Company, whether or not developed or compiled by the Company and whether or not Executive was authorized
to have access to such information. Executive covenants that he has returned all such information (as referenced in this section B) to
the Company.


Executive further covenants that he
will not disclose any trade secrets, customer lists, vendor and contractor rates, designs, information regarding product development,
names of vendors and contractors, phone numbers or contact information of vendors and contractors, operating plans, strategic plans,
marketing plans, sales plans, projected acquisitions or dispositions of properties, assets, or management agreements, management organization
information (including data and other information relating to members of the Board and management), operating policies or manuals, business
plans, purchasing agreements, financial records, or other financial, commercial, business or technical information relating to Company
or any of the Affiliates or information designated as confidential or proprietary that Company or any of the Affiliates may receive belonging
to suppliers, customers, or others who do business with Company or any of the Affiliates.


Notwithstanding the foregoing, this
Release does not prohibit me from: (i) providing truthful testimony in response to compulsory legal process; (ii) participating in any
government investigation; (iii) providing truthful statements in conjunction with any claim permitted to be brought by the employee;
or (iv) providing information to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate
government agency.


C. Non-Disparagement
Clause.


 


Subject
to Section 3(C) above, I shall not make any disparaging comments, whether oral or written, regarding Company, its officers,
directors, employees, agents, leadership, partners, owners, stockholders, predecessors, successors, assigns or any of the
Affiliates and their respective agents, directors, officers, employees, representatives or attorneys. Such disparaging
comments include, but are not limited to, comments containing false or misleading information, or potentially having the
effect of damaging the reputation of Company or its leadership.



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D. 
Cooperation.


I agree that I
will fully cooperate and assist in the transition of my work, files, and pending matters to other Company representatives as directed
by Company. In addition, I will at all times, both before and after termination of employment, (a) provide reasonable cooperation in
connection with any action or proceeding (or any appeal from any action or proceeding) that relates to events occurring during my employment
with the Company, provided that such cooperation does not materially interfere with my then current employment, and (b) cooperate with
the Company in executing and delivering documents requested by the Company, and taking any other actions, that are necessary or requested
by the Company to assist the Company in patenting, copyrighting, or registering any programs, ideas, inventions, discoveries, patented
or copyrighted material, or trademarks, and to vest title thereto in the Company.


 


E. Non-Compete.


 


I will not seek or accept employment
with, or provide services to or on behalf of (including, but not limited to, as a consultant, independent contractor, director, owner,
partner, joint venturer, or employee), a direct competitor of the Company for one (1) year from my Separation Date, unless I seek a waiver
from the Chief Executive Officer of the Company, and the waiver is granted in writing.


For this purpose, a “direct
competitor of the Company” is (i) any North American Class I freight rail carrier (including, without limitation, a holding or
other company that controls or operates, or is controlled by or under common control with, any North American Class I rail carrier),
or (ii) any short line or other rail carrier that is competing with the Company in North American markets in which the Company competes.


Nothing contained
in this subsection will operate or be construed to restrict a lawyer in the practice of law in contravention of Rule 5.6 of the Virginia
Rules of Professional Conduct or a similar professional conduct rule applicable to a lawyer who is an active member of any other state
bar.


F. Remedies
with Respect to Covenants.


I understand and agree that if I breach
or threaten to breach the covenants and obligations contained in Section 4 of this Release, Company shall be entitled to the following
remedies, which shall be cumulative and are not mutually exclusive:


	i.	I acknowledge and agree that
my covenants and obligations with respect to Section 4 of this Release relate to special, unique and extraordinary matters and
that a violation of any of the terms of such covenants and obligations will cause Company irreparable injury for which adequate
remedies are not available at law. Therefore, I understand and agree that if I breach or threaten to breach the covenants and
obligations of Section 4 of this Release, in any respect, Company shall be entitled to an injunction, restraining order or other
equitable relief (without the requirement to post bond) to restrain such breach or threatened breach or otherwise specifically
enforce the covenants and obligations set forth therein.





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	ii.	I acknowledge and agree that
the damages resulting from my breach of the covenants and obligations contained in Section 4 of this Release would be uncertain
and difficult to ascertain.



 


5. Company
Property.


As soon as practicable, but in no
event later than the Effective Date of this Release, I shall return to Company: (A) any and all business equipment, credit cards, and
other Company property made available for my use while an employee of Company; and (B) any files, data, or other copies of information
(whether in hard copy or in electronic form) pertaining to Company or any of the Affiliates, or the business or operation thereof.


6. Agreement
Not To Seek Reemployment


In consideration of the Payment and
Benefits provided for in Section 2, I further agree that I will not reapply for work with Company or the Affiliates. I understand that
if I apply for work with Company or the Affiliates, Company or the Affiliates will have the right to refuse to hire, rehire or otherwise
engage me. I further agree that it will not constitute discrimination or retaliation if, in the future, Company declines to hire me or
terminates me after inadvertently hiring, reinstating or engaging me.


7. Miscellaneous
Other Terms.


	A.	I acknowledge that in executing
this Release, I do not rely, and have not relied, upon any representation or statement made by Company, any of the Affiliates,
or by any of its employees or representatives with regard to the subject matter hereof, other than documents specifically referenced
in this Release.



 


	B.	I acknowledge that I was
advised to consult with an attorney of my choice (at my expense) before I sign this Release. Company will rely on my signature
on this Agreement as my representation that I have read this Release carefully before signing it, and that I have a full and complete
understanding of its terms.



 


	C.	The language of all parts
of this Release shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for or against any
of the parties. To the extent there are any ambiguities in the terms of this Release, those ambiguities shall not be construed
against one party or the other.



 


	D.	This Agreement shall be governed
by and interpreted in accordance with the laws of the State of Georgia without regard to Georgia’s choice of law rules.
Employee consents to the personal jurisdiction of the federal and/or state courts serving the State of Georgia and waives any
defenses of forum non conveniens. The parties agree that any and all initial judicial actions instituted under this Agreement
or relating to its enforceability shall only be brought in the United States District Court for the Northern District of Georgia,
Atlanta Division, or the Georgia State-wide Business Court, regardless of the place of Employee’s residence or work location
at the time of such action.



 


	E.	Should any provision of this
Release be declared or be determined by any court of competent jurisdiction to be illegal, invalid, or unenforceable, the legality,
validity, and enforceability of the remaining parts, terms or provisions shall
not be effected thereby, and said illegal, unenforceable, or invalid part, term or provision shall be deemed not to be a part of this
Agreement.




 


	F.	This Release sets forth the
entire agreement between the parties hereto and fully supersedes any and all prior agreements or understandings, written or oral,
between the parties hereto pertaining to the subject matter hereof.



 


	G.	I agree that Company’s
provision of the Payment and Benefits provided for in Section 2 does not constitute an acknowledgement that I have complied with
this Release. I understand that Company specifically reserves the right to pursue legal remedies against me arising out of my
noncompliance with this Agreement.



 


	H.	I represent and warrant that
I have not incurred a work-related injury or occupational disease and that I am not suffering from any work-related injuries or
occupational diseases and I further warrant that I am competent to execute this Release.



 


	I.	Section 409A Compliance.
This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”),
or an exemption or exclusion therefrom and, with respect to amounts that are subject to Code Section 409A, it is intended that
this Agreement be administered in all respects in accordance with Code Section 409A. Each payment under this Agreement that constitutes
nonqualified deferred compensation subject to Code Section 409A shall be treated as a separate payment for purposes of Code Section
409A. In no event may Executive (or Executive’s estate, in the event of Executive’s death), directly or indirectly,
designate the taxable year of any payment to be made under the Agreement.



 


8. Time
Limits, Revocation, and Effective Date.


A.I acknowledge and
agree that I received this Release on _____________, _____. I understand that I have twenty-one (21) days from the date I received
this Release to consider its terms. Any changes to this Release during that period, whether material or not, will not extend the
21-day period. If I sign this Release, I may still revoke my acceptance of the Release for up to seven (7) days after I sign it,
by notifying Company in writing before the expiration of that seven-day period. If I decide to revoke the Release, the written
revocation notice should be sent by email (with delivery confirmation notification) to _______________ at ____________@nscorp.com,
with a copy to ___________ at _______________@nscorp.com.




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	B.	If not revoked, this Release
will become effective on the eighth day after I sign it (“Effective Date”). If I do not sign this Release within the
21-day period, or if I timely revoke this Release during the seven-day revocation period, this Release will not become effective
and I will not be entitled to the Payment and Benefits provided for in Section 2.



 





	Norfolk Southern Corporation	 
	 	 	 
	By:	 	 
	 	          	 
	(Executive Signature –
    DO NOT PRINT)	 
	 	 
	Date Signed	 





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