Continuing Obligations. As a condition to payment of any of the Severance Benefits set forth in Section 2 of this Agreement, the Executive:

Continuing Effect. Except as otherwise specifically set out herein, the provisions of the Credit Agreement shall remain in full force and effect.

CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Lender is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Business Financing Modification Agreement, the terms of the Existing Documents remain unchanged and in full force and effect. Lender’s agreement to modifications to the existing Indebtedness pursuant to this Business Financing Modification Agreement in no way shall obligate Lender to make any future modifications to the Indebtedness. Nothing in this Business Financing Modification Agreement shall constitute a satisfaction of the Indebtedness. It is the intention of Lender and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Lender in writing. No maker, endorser, or guarantor will be released by virtue of this Business Financing Modification Agreement. The terms of this paragraph apply not only to this Business Financing Modification Agreement, but also to any subsequent Business Financing modification agreements.

Continuing Obligations. Notwithstanding the provisions of [Section 6] of this Agreement, you will continue to be bound by and subject to the provisions of [Sections 7] (Code Section 409A) and 14 (Suits, Actions, Proceedings, etc.) of the Severance Agreement and the Corporation’s Standards of Business Conduct and Standard Confidentiality Agreement.

The Indemnities continue in full force and effect without limitation, including on the Director ceasing to be a director of the Company.

Terms of Plan Govern. The Award made hereunder is made pursuant to the Norfolk Southern Corporation Long-Term Incentive Plan (Plan), all the terms and conditions of which are incorporated in this Agreement and which form a part of this Agreement. The Participant agrees to be bound by all the terms and conditions of the Plan and in this Agreement, and by all determinations of the Committee thereunder. Capitalized terms used in this Agreement but not defined herein will have the same meanings as in the Plan.

Terms of Plan Govern. This deferral election is made pursuant to the Plan and the Award Agreement. I agree to be bound by all the terms and conditions of the Plan and the Award Agreement, and by all determinations of the Committee thereunder. Capitalized terms not defined herein are defined in the Plan.

Plan Terms and Definitions. Except to the extent that the context clearly provides otherwise, all terms used in this Grant Agreement have the same meaning as given such terms in the Plan. This Grant Agreement is subject to the terms and provisions of the Plan, which are incorporated by reference. In the event of any conflict between the provisions of this Grant Agreement and those of the Plan, the provisions of the Plan shall control.

Application. The provisions of this Section 19 apply to Participants who are employed by the Corporation or an Affiliate located in the United States and are subject to the laws of the United States as of the date of termination of the Participant's employment; provided, however, that to the extent the Participant is asked to execute an employment or other agreement with the Corporation or any Affiliate containing non-competition, non-solicitation, confidentiality or non-disparagement restrictions or similar restrictions (a “stand-alone restrictive covenant agreement”) after execution of this Award Agreement, the stand-alone restrictive covenant agreement and related enforcement provisions shall govern and the provisions of this Section 19 shall not apply. Notwithstanding the foregoing, sub-section # below shall apply in any case. For the avoidance of doubt, the provisions of this Section 19 shall supersede any restrictive covenants the Participant has entered into with the Corporation or any Affiliate prior to execution of this Award Agreement.

Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this [Section 2.16] or [Sections 2.03, 2.05, 2.17 or 8.02]2] in respect of Letters of Credit shall be held and applied promptly to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.