Norfolk Southern (NSC)

Termination for Any Other Reason

As noted above, each of the Named Executive Officers other than Ms. Butler and Mr. Squires was eligible to retire as of December 31, 2008; accordingly, had their employment been terminated by us or by them as of that date, each would have been entitled to the benefits set forth above under “Retirement—Current Executive Officers.” Because Ms. Butler and Mr. Squires each had at least 10 years of service as of December 31, 2008, had either terminated employment as of that date, each would have been eligible for either (i) the full amount of his or her accrued pension benefits disclosed in the Pension Benefits Table beginning at age 60, or (ii) an actuarially reduced amount of the pension benefits disclosed in the Pension Benefits Table beginning at age 55.

In addition to these pension benefits, each current Named Executive Officer would have been entitled to receive the deferred compensation benefits fully disclosed in the Nonqualified Deferred Compensation Table.

We also have a Severance Pay Plan. Under the Severance Pay Plan, if the current Named Executive Officers’ employment had been terminated as of December 31, 2008, due to the executive’s position being voluntarily eliminated or terminated in connection with downsizing or internal restructuring, or due to the executive’s position being involuntarily eliminated as a result of a position abolishment or a downsizing or internal restructuring, the Named Executive Officers would have been entitled to the following benefits:

If the current Named Executive Officers’ employment had been terminated by us for a reason other than as described above, then the Named Executive Officers would have been entitled to one week of the executive’s annual base salary for each year of service up to a maximum of 26 weeks, with the amount capped at two times the executive’s salary paid in the 12-month period preceding the executive’s severance date. The Named Executive Officers would not have been entitled to Severance Pay Plan benefits if terminated for reasons including, without limitation, the following: indictment, conviction of, or entering a plea of nolo contendere to any felony; commission of theft, fraud, or embezzlement, resulting in gain or personal enrichment; failure or refusal to substantially

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perform his or her duties for the Corporation (except where the failure results from his or her incapacity due to disability); commission of other conduct that the administrator of the Severance Pay Plan deems significantly detrimental to the interests of the Corporation as set forth in the Corporation’s written policies; being unable to substantially perform his or her duties because of a physical or mental condition, including a condition that entitles him or her to benefits under any sick pay or disability income policy or program; or refusing a nonagreement position by Norfolk Southern within the same department (at any location), whether or not he or she accepts that offer.

Termination for Any Other Reason

As noted above, each of the Named Executive Officers other than Mr. Squires was eligible to retire as of December 31, 2007; accordingly, had their employment been terminated by us or by them as of that date, each would have been entitled to the benefits set forth above under “Retirement—Current Executive Officers.” Because Mr. Squires had at least 10 years of service as of December 31, 2007, had his employment been terminated by us or by him as of that date, he would have been eligible for either (i) the full amount of his accrued pension benefits disclosed in the Pension Benefits Table beginning at age 60, or (ii) an actuarially reduced amount of the pension benefits disclosed in the Pension Benefits Table beginning at age 55.

In addition to these pension benefits, each current Named Executive Officer would have been entitled to receive the deferred compensation benefits fully disclosed in the Nonqualified Deferred Compensation Table.

We also have a Severance Pay Plan. Under the Severance Pay Plan, if the current Named Executive Officers’ employment had been terminated as of December 31, 2007, due to the executive’s position being voluntarily eliminated or terminated in connection with downsizing or internal restructuring, or due to the executive’s position being involuntarily eliminated as a result of a position abolishment or a downsizing or internal restructuring, the Named Executive Officers would have been entitled to the following benefits:

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If the current Named Executive Officers’ employment had been terminated by us for any reason other than as described above (excluding “major misconduct” which is defined under the Severance Pay Plan to include indictment for or conviction of a felony, theft, fraud or embezzlement, violation of company policy, or other conduct the plan administrator determines to be “major misconduct”), then the Named Executive Officers would have been entitled to one week of the executive’s annual base salary for each year of service up to a maximum of 26 weeks, with the amount capped at two times the executive’s salary paid in the 12-month period preceding the executive’s severance date. The Named Executive Officers would not have been entitled to Severance Pay Plan benefits if terminated for “major misconduct.”

Termination for Any Other Reason

As noted above, Messrs. Tobias and Wolf were, as of December 29, 2006, eligible to retire with unreduced pension benefits; accordingly, had their employment been terminated by Norfolk Southern or by them as of such date, each would have been eligible for full benefits as disclosed in the Pension Benefits Table. Because each other current Named Executive Officer has not less than 20 years of service and was age 50 or over as of December 29, 2006, had his employment been terminated by Norfolk Southern or by the Named Executive Officer as of such date, each would have been eligible for a reduced amount of the pension benefits disclosed in the Pension Benefits table. Each such other current Named Executive Officer would not become retirement-eligible or begin receiving such reduced benefits until attaining age 55.

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In addition to the foregoing pension benefits, each current Named Executive Officer would have been entitled to receive the deferred compensation benefits fully disclosed in the Nonqualified Deferred Compensation table.

If the current Named Executive Officers’ employment had been terminated as of December 29, 2006 for any of the following reasons, each of them would have been eligible for additional benefits under our Severance Pay Plan:

Under the Severance Pay Plan, the Named Executive Officers would have been eligible for the following benefits:

Any retirement-eligible Named Executive Officer who chose to retire prior to any of the termination events triggering Severance Pay Plan benefits would forfeit the foregoing benefits and instead be eligible to receive those benefits described above under “Retirement—Current Executive Officers.”

In addition to the foregoing benefits, Mr. Moorman would continue to be entitled to nominate one or more tax-exempt institutions to receive up to $500,000 from Norfolk Southern following his death. We would continue to pay the life insurance premiums we use to fund this program. See “Narrative to Non-Employee Director Compensation Table—Directors’ Charitable Award Program” above.

A current Named Executive Officer whose employment would have terminated on December 29, 2006 for any other reason would not have been entitled to any other unvested benefits.