<p class=MsoNormal>                                                                             </p>
<p class=MsoNormal align="center" style="margin-top: 0; margin-bottom: 0">DIRECTORS' DEFERRED FEE PLAN</p>
<p class=MsoNormal align="center" style="margin-top: 0; margin-bottom: 0">OF</p>
<p class=MsoNormal align="center" style="margin-top: 0; margin-bottom: 0">NORFOLK
SOUTHERN CORPORATION</p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0" align="left">                    </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0" align="center">(Effective
June 1, 1982)</p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0" align="center">Last
Amended January 1, 2009</p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0" align="center"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0" align="center"><u>PURPOSE</u></p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0" align="center"> </p>





<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">            The
Directors' Deferred Fee Plan (the "Plan") as adopted and approved by
the Board of Directors (the "Board") of Norfolk Southern Corporation
("NS"), effective June 1, 1982, and as last amended effective
January 1, 2009, makes available to NS directors a deferral election with
respect to the directors' annual compensation and fees to provide for
retirement and death benefits and thereby facilitate individual financial
planning.</p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>





<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>SECTION
1.  ADMINISTRATION</u></p>



<p class=MsoNormal>            The
Plan Administrator shall be the Board.  The Board shall from time to time adopt
rules and regulations determined to be necessary to ensure the effective implementation
of the Plan.  The Board shall have the power to interpret the Plan, to
supervise the maintenance of the deferred memorandum accounts of participants
in the Plan and the method of distribution of those amounts credited to the
deferred memorandum accounts pursuant to Section 4.</p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>SECTION
2.  ELIGIBILITY</u></p>



<p class=MsoNormal>            Each
NS director who is not an employee of NS (a "Non-Employee Director") shall be
eligible to be a participant in the Plan.</p>





<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>SECTION
3.  DEFERRED COMPENSATION</u></p>



<p class=MsoNormal>            A
Non-Employee Director may elect to have all or a specified part of the annual
compensation and fees earned for service on the Board credited to a deferred
memorandum account established pursuant to Section 4.  The Non-Employee
Director making such an election (the "Participant") shall do so by
filing with the Corporate Secretary on or before the date specified by the Plan
Administrator (the "Election Deadline") an election on a form prescribed by the Corporate Secretary for
the purpose of specifying the percentage of compensation and fees to be
deferred and the distribution option under Section 6(b).  </p>



<p class=MsoNormal>            If
the Participant was a Non-Employee Director on December 31 preceding the
calendar year for which the compensation and fees to be deferred are earned, in
no event shall the Election Deadline be later than such December 31.      The election shall apply only
to compensation and fees earned for services performed in calendar years
commencing after the Election Deadline.</p>



<p class=MsoNormal>            If
the Participant either is elected to fill a vacancy on the Board or is elected
at the annual meeting of shareholders, and the Participant was not a
Non-Employee Director on the last day of the year preceding that Participant's
election, in no event
shall the Election Deadline be later than the end of the 30-day period following
such Participant's first day of eligibility to participate in the Plan.  The
election shall apply only to compensation and fees earned for services
performed after the election.</p>



<p class=MsoNormal>            An
election so made by a Participant shall continue from year to year, unless the
Participant changes or revokes it by filing a new election with the Corporate
Secretary prior to the Election Deadline.  The Participant's deferral election
and distribution election in effect on the Election Deadline shall be
irrevocable for the calendar year following the Election Deadline (or for the
portion of the calendar year following the election, in the case of an election
made during the initial 30-day period of participation in the Plan).  Until a
Non-Employee Director makes a deferral election, the Non-Employee Director
shall be deemed to have elected to receive the entire compensation and fees in
cash.</p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>SECTION
4.  DEFERRED MEMORANDUM ACCOUNT</u></p>



<p class=MsoNormal>            The
amount of a Participant's annual compensation and fees which, pursuant to
Section 3, the Participant has elected to receive on a deferred basis shall by
appropriate bookkeeping entries be credited to that Participant's deferred
memorandum fixed interest or variable earnings accounts (the
"Accounts") in accordance with the Plan terms and the Participant's
investment election applicable to such deferral.  </p>



<p class=MsoNormal>            The
Board shall have the right to delegate to NS' chief financial officer the
responsibility for supervising the maintenance of the Participants' respective
Accounts and, subject to Section 6, the method of distribution of the amounts
credited to the Accounts.  In addition, the Board shall have the right to
delegate to NS' chief financial officer the responsibility to select
Hypothetical Investment Options, subject to subsection (b) of this Section,
made available to Participants solely for the purpose of valuing deferrals in
the Variable Earnings Accounts.</p>



<p class=MsoBodyText>            The Accounts shall be utilized solely as a
device for the measurement of amounts to be paid to the Participant under the
Plan.  The Accounts shall not constitute or be treated as an escrow, trust
fund, or any other type of funded account for ERISA or Internal Revenue Code
("Code") purposes and, moreover, contingent amounts credited thereto shall not
be considered plan assets for ERISA purposes.  The Accounts merely provide a
record of the bookkeeping entries relating to the contingent benefits that NS
intends to provide to the Participant and thus reflect a mere unsecured promise
to pay such amounts in the future.</p>



<p class=MsoNormal>            (a)    Fixed Interest Account.  Amounts deferred before January 1, 2001, shall be
credited to a Participant's Fixed Interest Account as provided in this
subsection.  Unless otherwise stated herein or determined by the Board, each
Participant's Account shall also be credited at the end of each quarter by
appropriate bookkeeping entries with an amount equivalent to interest
("Interest") on the amount credited to the Participant's Fixed
Interest Account at the beginning of the quarter at a rate determined by the
Participant's age at the time the deferral is made.  For purposes of
determining the appropriate rates, a deferral is deemed to occur when the
compensation and fees would otherwise have been paid.  Amounts deferred on or
after January 1, 1994, shall accrue Interest based on the Participant's age at
the time of deferral at the rates set forth below:</p>



<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>                                             <u>Age</u>                    
             <u>Rate</u></p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>            </p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>                                         Under 45                               7%</p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>                                              45-54                              10%</p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>                                             55‑60             
                11%</p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>                                          Over
60                              12%</p>



<p class=MsoNormal>            Amounts
deferred on or after January 1, 1992, and prior to January 1, 1994, shall
accrue Interest based on the Participant's age at the time of deferral at the
rates set forth below:</p>



<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>                                             <u>Age</u>                    
             <u>Rate</u></p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>            </p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>                                        
Under 45                              13%</p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>                                             45‑54           
                   14%</p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>                                             55‑60                    
          15%</p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>                                          Over
60                               16%</p>



<p class=MsoNormal>            Amounts
deferred on or after January 1, 1987, and prior to January 1, 1992, shall
accrue Interest based on the Participant's age at the time of deferral at the
rates set forth below:</p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">                                            
<u>Age</u>                                  <u>Rate</u></p>

<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">            </p>

<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">              
                          Under 45                             15%</p>

<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">                
                            45‑54                              16%</p>

<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">                                             55‑60                              17%</p>

<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">                                         
Over 60                              18%</p>



<p class=MsoNormal>            Amounts
deferred under the Plan prior to January 1, 1987, shall accrue Interest at a
rate determined by the Participant's age on January 1, 1987, as if such amounts
had been deferred on January 1, 1987.  Interest on each deferral shall continue
to accrue at the rate determined by the Participant's age at the time the
deferral is made until all benefits payable hereunder have been distributed to,
or with respect to, the Participant.</p>



<p class=MsoNormal>            (b)    Variable Earnings Account.  Amounts deferred on or after January 1, 2001, shall
be credited to a Participant's Variable Earnings Account as provided in this
subsection.  Investment funds or benchmarks shall be selected from time to time
by the Plan Administrator or its designee (as provided in this Section) and
made available to Participants solely for the purpose of valuing deferrals. 
Such funds or benchmarks shall be referred to as "Hypothetical Investment
Options."  </p>



<p class=MsoBodyTextIndent>            Unless otherwise stated herein or determined by the
Board of Directors, an amount equivalent to earnings or losses ("Earnings")
shall accrue on or be deducted from all deferrals, beginning when the compensation
and fees would otherwise have been paid, in accordance with the Participant's
selection of Hypothetical Investment Options. Earnings shall be determined
based upon the Hypothetical Investment Option(s) elected by the Participant. If
a Participant does not elect Hypothetical Investment Options for the deferrals,
then Earnings shall be determined based on such Hypothetical Investment Options
as may be designated by the Plan Administrator to apply in the absence of an
election.  Participants will be required to elect a Hypothetical Investment
Option(s) at the time a deferral election is made for amounts deferred on or
after January 1, 2001, and such investment election will apply to all
subsequent deferrals until the Participant changes such election.  Participants
will be permitted at any time prior to the complete pay out of their Variable
Earnings Account balance to elect to change their Hypothetical Investment
Option(s) with respect to all or part of their Variable Earnings Account
balances effective as soon as practicable following such election.  The
procedure for electing to change a Hypothetical Investment Option(s) will be
established by the Plan Administrator.  An election to change a Hypothetical
Investment Option for part of a Variable Earnings Account balance must be made
in increments of 1% of the Variable Earnings Account balance or a specified
dollar amount.</p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">            While
a Participant's Accounts do not represent the Participant's ownership of, or
any ownership interest in, any particular assets, the Participant's Variable
Earnings Account shall be adjusted in accordance with the performance of the
Hypothetical Investment Options chosen by the Participant.  Any cash earnings
generated under a Hypothetical Investment Option (such as interest and cash
dividends and distributions) shall be deemed to be reinvested in that
Hypothetical Investment Option.  All notional acquisitions and dispositions of
Hypothetical Investment Options which occur within a Participant's Variable
Earnings Account, pursuant to the terms of the Plan, shall be deemed to occur
at such times as the Plan Administrator shall determine to be administratively
feasible in its sole discretion and the Participant's Variable Earnings Account shall be adjusted accordingly.  In the event
of a Change in Control, the practices and procedures for determining any
Earnings credited to any Participants' Variable Earnings Accounts following a
Change in Control shall be made in a manner no less favorable to Participants
than the practices and procedures employed under the Plan, or otherwise in
effect, as of the date of the Change in Control. </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>SECTION 5. 
RESTRICTIONS</u></p>



<p class=MsoNormal>            The
Participants shall have only those rights in respect of the amounts credited to
their Accounts specifically set forth herein.</p>



<p class=MsoNormal>            No
Participant may, prior to the distribution of funds pursuant to Section 6,
sell, assign, transfer, distribute, pledge as collateral for a loan or as
security for the performance of any obligation, exchange or otherwise dispose
of any interest in the amounts credited to that Participant's Accounts.  </p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">            The
amounts credited to the Accounts shall remain assets of NS until distributed to
Participants pursuant to Section 6.</p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>SECTION
6.  DISTRIBUTION</u></p>



<p class=MsoNormal>            (a)    Fixed Interest Account.  Except as otherwise provided in Section 7,
distributions of the amounts credited to a Participant's Fixed Interest Account
shall be made in ten annual cash installments beginning with the first day of
the calendar year immediately following the year when a Participant ceases to
be an NS director by retirement or otherwise.  </p>

<p class=MsoNormal style='margin-left:0in;text-indent:.5in'>(b)    Variable
Earnings Account.  No
later than the Election Deadline for each calendar year's deferrals, a
Participant may elect one of the two distribution options described in this
Section 6(b) for amounts credited to the Variable Earnings Account.  If a
Participant fails to elect the time and form of distribution for a particular
calendar year's deferrals by the Election Deadline, the Participant shall be
deemed to have made the same distribution election as he last made for a
calendar year's deferrals.  If the Participant has never elected the time and
form of distribution of his deferral, the Participant's distribution will be
made in one lump sum after the Participant experiences a  "separation from service"
within the meaning of section 409A of the Code and the regulations thereunder
for a reason other than the Participant's death (a "Separation From Service"). </p>



<p class=MsoNormal>            The
Participant must elect to have the benefit distributed either (i) beginning
with the first day of the calendar year immediately following the year when the
Participant experiences a Separation From Service, or (ii) upon the earlier of
the Participant's Separation From Service or a specified date at least five (5)
years but not more than fifteen (15) years after the calendar year in which the
deferred amount is earned ("Specified Date").  If the Participant elects to
receive the benefit upon Separation from Service, he may elect to have the
benefit distributed to him in one lump sum or in annual installment payments that
are distributed over a period of five (5), ten (10), or fifteen (15) years. 
The amount of each annual installment payment shall be determined by dividing
the balance credited to the Participant's Variable Earnings Account on each
payment date by the number of installments remaining.  For purposes of Section
409A of the Code, a series of installment payments will be considered a single
payment.  Any benefit which a Participant elects to receive on the earlier of
Separation from Service or a Specified Date will be distributed in one lump
sum.  </p>



<p class=MsoNormal>            For
each calendar year's deferrals for which the Participant elected to have the
benefit distributed on a Specified Date, the Participant shall be paid the
amount in the Account for that calendar year's deferrals on the first day on or
after the date selected or, if the Participant's Separation From Service is
earlier than the Specified Date, on the first day following the date of the
Separation From Service.   </p>



<p class=MsoNormal>            For
a Participant who did not elect distribution on a Specified Date, the
Participant shall be paid on the first day of the calendar year following the
date the Participant experiences a Separation From Service, the amount in the
Variable Earnings Account which is attributable to deferrals for which the
Participant elected a lump sum distribution.  </p>



<p class=MsoNormal>            For
distributions other than lump sum distributions, payments shall commence on the
first day of the calendar year following the date the Participant experiences a
Separation From Service and shall be made in installments on the first day of
each year thereafter for each applicable deferral based on the distribution
elections made by the Participant.  The annual installment payment for each
applicable deferral shall be an amount equal to the remaining balance in the
Participant's Account for that deferral, valued at the end of the calendar year
preceding the installment payment, divided by the remaining number of annual payments
not yet distributed for that deferral.</p>



<p class=MsoNormal style='margin-left:0in;text-indent:.5in'>(c)    Death of the
Participant.  The Participant may designate a beneficiary or beneficiaries who
shall receive a distribution of funds pursuant to this Section 6 in the event
of the Participant's death.  In the absence of such designation, or if the
beneficiary predeceases the Participant, the beneficiary shall be the
Participant's surviving spouse or, if the Participant does not have a surviving
spouse, the Participant's estate.  In order to be effective, a Participant's
designation of a beneficiary must be on file with NS before the Participant's
death.  Any such designation may be revoked and a new designation submitted by
the Participant at any time before his death without the consent of the
previously designated beneficiary.</p>



<p class=MsoNormal>            Upon
the death of a Participant prior to the expiration of the period during which
the deferred amounts are payable, the balance of the deferred fees and Earnings
credited to the Fixed Interest Account and Variable Earnings Account shall be
payable to the beneficiary or beneficiaries in full on the first day of the
calendar year following the year in which the Participant dies.</p>



<p class=MsoNormal style='text-align:justify; margin-top:0; margin-bottom:0'>             (d)    Administrative Adjustments in Payment
Date.  A payment under
Section 6(b) or 6(c) is treated as being made on the date when it is due under
the Plan if the payment is made on the due date specified by the Plan, or on a
later date that is either (i) in the same calendar year (for a payment
whose specified due date is on or before September 30), or (ii) by the 15th day
of the third calendar month following the date specified by the Plan (for a
payment whose specified due date is on or after October 1).  A payment also is
treated as being made on the date when it is due under the Plan if the payment
is made not more than 30 days before the due date specified by the Plan.  A
Participant or beneficiary may not, directly or indirectly, designate the
taxable year of a payment made in reliance on the administrative rules in this
paragraph.</p>





<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>SECTION
7.  CHANGE IN CONTROL</u></p>



<p class=MsoBodyText>            If, on the date of a Change in Control (as
defined herein) or a 409A Change in Control (as defined herein), a Participant
who was serving as a Non-Employee Director of NS on the day immediately
preceding the date of the Change in Control or 409A Change in Control experiences
a Separation From Service, then, notwithstanding the provisions of Section 6,
such Participant shall receive the following:</p>



<p class=MsoBodyText>            (a)    For the Fixed Interest Account, a
lump-sum cash payment equal to the present value on the Participant's last day
of service as a Non-Employee Director, using a discount rate of 4.5 percent, of
any stream of installment payments that the Participant would have received had
the Participant served as a Non-Employee Director until the latest date
permitted under the Retirement Policy for Non-Employee Directors as in effect
on the day before the Change in Control; and</p>



<p class=MsoBodyText style='margin-left:0in;text-indent:.5in'>(b)    For the Variable Earnings Account, in the event of a 409A Change in
Control, a lump-sum cash payment equal to the present value on the
Participant's last day of services as a Non-Employee Director, using a discount
rate of 4.5 percent.  The present value will be calculated assuming that the
Participant would have served as a Non-Employee Director until the latest date
permitted under the Retirement Policy for Non-Employee Directors as in effect
on the day before the Change in Control, and the projected Earnings used to
determine such present value will be calculated in accordance with the Interest
rate specified in Section 4(a) based on the Participant's age immediately
preceding the date of a Change in Control and applied to the Participant's
Variable Earnings Account balance on such date.  In the event of a Change in
Control that is not a 409A Change in Control, the benefit shall be calculated
as described above except that any portion of the Participant's deferred compensation
benefit that is not a Grandfathered Benefit under Section 15, exclusive of any
projected Earnings as described in this section, shall be paid at the time and
in the form the benefit would have been paid absent a Change in Control.      </p>



<p class=MsoBodyText>            Any payment made pursuant to this Section 7
will be in full satisfaction of all amounts credited to the Participant's
Accounts.        </p>



<p class=MsoNormal>            A
Change in Control shall occur upon any of the following circumstances or
events:</p>



<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in'>            (i)         NS
consummates a merger or other similar control-type transaction or transactions
(however denominated or effectuated) with another corporation or other entity
(Combination), and immediately thereafter less than eighty percent (80%) of the
combined voting power of the then-outstanding securities of such corporation or
entity is held in the aggregate by the holders of securities entitled,
immediately prior to such Combination, to vote generally in the election of NS
directors (Voting Stock);  </p>



<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in'>            (ii)        NS
consummates any stockholder-approved consolidation or dissolution (however
denominated or effectuated) pursuant to a recommendation of the Board;</p>



<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in'>            (iii)       At any time,
Continuing Directors (as herein defined) shall not constitute a majority of
the members of the Board ("Continuing Director" means (i) each individual who
has been a director of NS for at least twenty-four (24) consecutive months
before such time and (ii) each individual who was nominated or elected to be a
director of NS by at least two-thirds (2/3) of the Continuing Directors at the
time of such nomination or election); or</p>



<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in'>            (iv)       NS sells all
or substantially all of its assets to any other corporation or other entity,
and less than eighty percent (80%) of the combined voting power of the
then-outstanding securities of such corporation or entity immediately after
such transaction is held in the aggregate by the holders of Voting Stock
immediately prior to such sale.</p>



<p class=MsoNormal>A Change in
Control under Section 409A of the Code (a "409A Change in Control") shall occur
upon any of the following circumstances or events: </p>



<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in'>            (i)         A person, or
more than one person acting as a group, acquires ownership of stock of NS that,
together with stock held by such person or group, constitutes more than fifty
percent (50%) of the total fair market value or total voting power of the stock
of NS;  </p>



<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in'>            (ii)        A person, or
more than one person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such
person or persons) ownership of stock of NS possessing thirty percent (30%) or
more of the total voting power of NS;</p>



<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in'>            (iii)       Continuing
Directors (as herein defined) no longer constitute a majority of the members of
the Board ("Continuing Director" means (i) each individual who has been a
director of NS for at least twelve (12) consecutive months before such time and
(ii) each individual who was nominated or elected to be a director of NS by at
least a majority of the directors at the time of such nomination or election);
or</p>



<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in'>            (iv)       A person, or
more than one person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such
person or persons) assets from NS that have a total gross fair market value
equal to forty percent (40%) or more of the total gross fair market value of
all of the assets of NS immediately before such acquisition.  </p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">For
purposes of a 409A Change in Control, persons will be considered to be acting
as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock or similar business transaction
with NS.  The definition of a 409A Change in Control shall be interpreted and
applied in a manner consistent with section 409A of the Code.</p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>

<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>SECTION
8.  RECALCULATION EVENTS</u>  </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">         </p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">            NS'
commitment to accrue and pay Interest and Earnings as provided in Section 4 is
facilitated by the purchase of corporate‑owned life insurance purchased
on the lives of eligible Participants.  If the Board, in its sole discretion,
determines that any change whatsoever in Federal, State or local law, or in its
application or interpretation, has materially affected, or will materially
affect, the ability of NS to recover the cost of providing the benefits
otherwise payable under the Plan, then, if the Board so elects, a Recalculation
Event shall be deemed to have occurred.  If a Recalculation Event occurs, then
Interest and/or Earnings shall be recalculated and restated using a lower rate
of Interest and/or Earnings determined by the Board, but which shall be not
less than one-half (1/2) the rate of Earnings provided for in Section 4(b) or
one‑half (1/2) the rate of Interest provided in Section 4(a), as
applicable.  </p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
<u>SECTION 9.  AMENDMENTS</u></p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">            The
Board in its sole discretion may at any time modify or amend any provisions of
the Plan, or suspend or terminate the Plan.  However, except as otherwise
provided in Section 8, no modification, amendment, suspension or termination of
the Plan may, without the Participant's consent, apply to or affect the rights
of a Participant in respect of amounts credited to the Participant's Account
for any month ended prior to the effective date of that modification,
amendment, suspension or termination.  In no event shall a termination of the
Plan accelerate the distribution of amounts deferred under the Plan in calendar
year 2005 and succeeding years, except to the extent permitted in regulations
or other guidance under section 409A of the Code and expressly provided in the
resolution terminating the Plan.</p>





<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>SECTION
10.  NATURE AND SOURCE OF PAYMENTS</u></p>



<p class=MsoNormal>            The
obligation to make payments hereunder with respect to each Participant shall
constitute a liability of NS to the Participant and any beneficiaries in
accordance with the terms of the Plan.  NS may establish one or more grantor
trusts within the United States to which NS may transfer such assets as NS
determines in its sole discretion to assist NS to accumulate assets that can be
used to pay benefits under the Plan.  While NS generally reserves the right to establish
or fund any such grantor trust at any time, it shall not fund such trust in
connection with a change in NS' financial health to the extent that such
funding would not comply with the requirements of section 409A of the Code. 
The provisions of the Plan shall govern the rights of NS, Participants and the
creditors of NS to the assets transferred to the trust.  NS' obligations under
the Plan may be satisfied with trust assets distributed pursuant to the terms
of the trust, and any such distribution shall reduce NS' obligations under this
Plan.</p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">            Participants
and beneficiaries shall stand in the position of unsecured creditors of NS, and
all rights hereunder and under any trust are subject to the claims of creditors
of NS.</p>



<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
<u>SECTION 11.  EXPENSES OF ADMINISTERING PLAN</u></p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
 </p>



<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>            All expenses of administering the Plan shall be
borne by NS, and no part thereof shall be charged against the benefit of any
Participant, except the costs of the Hypothetical Investment Options in the
Variable Earnings Account, which shall be charged against the value of
deferrals measured against those funds.</p>



<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
<u>SECTION 12.  FACILITY OF PAYMENT</u></p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
 </p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">            If
the Board shall find that any individual to whom any amount is payable under
the Plan is unable to care for his or her affairs because of illness or
accident or is a minor or other person under legal disability, any payment due
such individual (unless a prior claim for such payment shall have been made by
a duly appointed guardian, committee, or other legal representative) may be
paid to the spouse, a child, a parent, or a brother or sister of such
individual, or to any other person deemed by the Board to have incurred
expenses of such individual, in such manner and proportions as the Board may
determine.  Any such payment shall be a complete discharge of the liabilities
of NS with respect thereto under the Plan.</p>





<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>SECTION
13.  CONTINUED SERVICE</u></p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">            Nothing
contained herein or in a deferral agreement shall be construed as conferring
upon any Participant the right nor imposing upon the Participant the obligation
to continue in the service of NS in any capacity.</p>

<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
<u>SECTION 14.  DISPUTED QUESTIONS</u></p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
 </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
            Any disputed question arising under the Plan,
including questions of construction and interpretation, shall be determined
conclusively and finally by the Board.</p>



<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
<u>SECTION 15.  EFFECTIVE DATE</a></u></p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
 </p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0">            The
Plan became effective on June 1, 1982, and was last amended effective January
1, 2009.  The Plan, as
hereby amended and restated, is effective with respect to amounts that were not
earned and vested (within the meaning of section 409A of the Code) before
January 1, 2005, and any earnings on such amounts.  Amounts earned and vested
(within the meaning of section 409A of the Code) before January 1, 2005, and
earnings on such amounts (collectively, "Grandfathered Amounts"), remain
subject to the terms of the Plan as in effect on October 3, 2004.  For
recordkeeping purposes, the Company will account separately for Grandfathered
Amounts.</p>





<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
<u>SECTION 16.  INTERNAL REVENUE CODE SECTION 409A</u></p>



<p class=MsoNormal>            The
Plan is intended, and shall be construed, to comply with the requirements of
section 409A of the Code.  NS does not warrant that the Plan will comply with
section 409A of the Code with respect to any Participant or with respect to any
payment, however.  In no event shall NS, its officers, directors, employees,
parents, subsidiaries, or affiliates be liable for any additional tax,
interest, or penalty incurred by a Participant or beneficiary as a result of
the Plan's failure to satisfy the requirements of section 409A of the Code, or
as a result of the Plan's failure to satisfy any other applicable requirements
for the deferral of tax. </p>











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