IMPORTANT NOTICE FROM NORFOLK SOUTHERN CORPORATION ABOUT YOUR PRESCRIPTION DRUG COVERAGE AND MEDICARE

IMPORTANT NOTICE FROM NORFOLK SOUTHERN CORPORATION ABOUT YOUR PRESCRIPTION DRUG COVERAGE AND MEDICARE This notice has information about your current prescription drug coverage under the Norfolk Southern ChoicePlus Benefit Plan, Norfolk Southern Medical Plan for Retirees and LTD Participants, or Norfolk Southern Corporation Special Medical Care Plan (all of which we refer to as the NS Plan ) and prescription drug coverage available for people who are eligible for Medicare. If you are eligible for Medicare, the information in this notice can help you decide whether you want to join a Medicare drug plan. If you are considering joining a Medicare drug plan, you should compare your current coverage, including what drugs are covered at what cost, with the coverage and costs of the plans offering Medicare prescription drugs in your area. Please read this notice carefully and keep it where you can find it. At the end of this notice is information about where you can get help to make decisions about your prescription drug coverage. If you are an active employee, it is unlikely that either you or an enrolled dependent is Medicare eligible. However, this Notice of Creditable Coverage is important for participants or enrolled dependents who are, or will soon be, Medicare eligible. You can disregard this information if neither you nor your enrolled dependents is, or will soon be, eligible for Medicare. Important Things You Should Know About NS Plan Coverage And Medicare Prescription Drug Coverage 1. Medicare prescription drug coverage became available in 2006 to everyone with Medicare. You can get this coverage if you join a Medicare prescription drug plan or join a Medicare Advantage Plan (like an HMO or PPO) that offers prescription drug coverage. All Medicare drug plans provide at least a standard level of coverage set by Medicare. Some plans may also offer more coverage for a higher monthly premium. 2. Norfolk Southern has determined that the prescription drug coverage offered by the NS Plan is, on average for all plan participants, expected to pay out as much as standard Medicare prescription drug coverage pays and is therefore considered Creditable Coverage. Because your existing coverage is Creditable Coverage, you can keep your NS Plan coverage and not pay a higher premium (a penalty) if you later decide to join a Medicare drug plan. 3. You cannot be covered under both a Medicare drug plan and the Norfolk Southern Medical Plan for Retirees and LTD Participants. If you join a Medicare drug plan, your and any dependent s participation in medical and prescription drug coverage under the Norfolk Southern Medical Plan for Retirees and LTD Participants will be terminated. Before making a decision to join a Medicare drug plan, you should be aware that coverage under the Norfolk Southern Medical Plan for Retirees and LTD Participants pays for other health expenses in addition to prescription drugs, and it may pay for certain drugs that the Medicare drug plans do not cover. The Norfolk Southern Medical Plan for Retirees and LTD Participants will not provide any health or prescription drug benefits if you join a Medicare drug plan. When Can You Join A Medicare Drug Plan? If you lose your current Creditable Coverage under the NS Plan and you are eligible for Medicare, you will be eligible for a two month Special Enrollment Period to join a Medicare drug plan. You can also join a Medicare drug plan when you first become eligible for Medicare and each year from October 15th through December 7th. What Happens To Your Current NS Plan Coverage If You Join A Medicare Drug Plan? As described above, if you join a Medicare drug plan, your and your dependents participation in medical and prescription drug coverage under the Norfolk Southern Medical Plan for Retirees and LTD Participants will be terminated. If your dependent joins a Medicare drug plan, that dependent s participation in medical and prescription drug coverage under the Norfolk Southern Medical Plan for Retirees and LTD Participants will be terminated. If you and your dependents lose your coverage under the Norfolk Southern Medical Plan for Retirees and LTD Participants because you join a Medicare drug plan, you may reenroll if you terminate your participation in the Medicare drug plan. If your dependent loses coverage under the Norfolk Southern Medical Plan for Retirees and LTD Participants because the dependent joins a Medicare drug plan, you may re-enroll that dependent if the dependent terminates participation in the Medicare drug plan. When Will You Pay A Higher Premium (Penalty) To Join A Medicare Drug Plan? If you drop or lose your coverage under the NS Plan and don t join a Medicare drug plan within 63 continuous days after your NS Plan coverage ends, you may pay a higher premium (a penalty) to join a Medicare drug plan later. If you go 63 continuous days or longer without creditable prescription drug coverage, your monthly premium may go up by at least 1% of the Medicare base beneficiary premium per month for every month that you did not have that coverage. For example, if you go nineteen months without creditable coverage, your premium may consistently be at least 19% higher than the Medicare base beneficiary premium. You may have to pay this higher premium (a penalty) as long as you have Medicare prescription drug coverage. In addition, you may have to wait until the following October to join. For More Information About This Notice Or Your Current Prescription Drug Coverage For more information about this notice or your Norfolk Southern prescription drug coverage, call Caremark Member Services (877-827-7327), or the Norfolk Southern HR Help Desk (800-267-3313). Note: You will receive this notice each year. You may also receive this notice at other times in the future, such as if the coverage changes under the NS Plan. You also may request a copy of this notice at any time. For More Information About Your Options Under Medicare Prescription Drug Coverage For more information about the Medicare prescription drug coverage, you can refer to the "Medicare & You" handbook that is mailed to you by Medicare each year, or: Visit www.medicare.gov Call your State Health Insurance Assistance Program (see the inside back cover of your copy of the Medicare & You handbook for their telephone number) for personalized help, Call 1-800-MEDICARE (800-633-4227). TTY users should call 1-877-486-2048. Page 1 of 5

If you have limited income and resources, extra help paying for Medicare prescription drug coverage may be available. For information about this extra help, visit the Social Security Administration (SSA) on the web at www.socialsecurity.gov, or call them at 800-772-1213 (TTY 800-325-0778). Remember: Keep this notice. If you decide to join one of the Medicare drug plans, you may be required to provide a copy of this notice when you join to show whether you have maintained creditable coverage and, therefore, whether you are required to pay a higher premium (a penalty). October 14, 2012 Norfolk Southern Corporation Employee Benefits Three Commercial Place Norfolk, VA 23510-9211 Premium Assistance Under Medicaid and the Children s Health Insurance Program (CHIP) If you or your children are eligible for Medicaid or CHIP and you are eligible for health coverage from your employer, your State may have a premium assistance program that can help pay for coverage. These States use funds from their Medicaid or CHIP programs to help people who are eligible for these programs, but also have access to health insurance through their employer. If you or your children are not eligible for Medicaid or CHIP, you will not be eligible for these premium assistance programs. If you or your dependents are already enrolled in Medicaid or CHIP and you live in a State listed below, you can contact your State Medicaid or CHIP office to find out if premium assistance is available. If you or your dependents are NOT currently enrolled in Medicaid or CHIP, and you think you or any of your dependents might be eligible for either of these programs, you can contact your State Medicaid or CHIP office or dial 1-877- KIDS NOW or www.insurekidsnow.gov to find out how to apply. If you qualify, you can ask the State if it has a program that might help you pay the premiums for an employersponsored plan. Once it is determined that you or your dependents are eligible for premium assistance under Medicaid or CHIP, as well as eligible under your employer plan, your employer must permit you to enroll in your employer plan if you are not already enrolled. This is called a special enrollment opportunity, and you must request coverage within 60 days of being determined eligible for premium assistance. If you have questions about enrolling in your employer plan, you can contact the Department of Labor electronically at www.askebsa.dol.gov or by calling toll-free 1-866-444-EBSA (3272). If you live in one of the following States, you may be eligible for assistance paying your employer health plan premiums. The following list of States is current as of July 31, 2012. You should contact your State for further information on eligibility http://www.medicaid.alabama.gov Phone: 1-855-692-5447 ALASKA Medicaid http://health.hss.state.ak.us/dpa/programs/medicaid/ Phone (Outside of Anchorage): 1-888-318-8890 Phone (Anchorage): 907-269-6529 ARIZONA CHIP http://www.azahcccs.gov/applicants Phone (Outside of Maricopa County): 1-877-764-5437 Phone (Maricopa County): 602-417-5437 COLORADO Medicaid Medicaid http://www.colorado.gov/ Medicaid Phone (In state): 1-800-866-3513 Medicaid Phone (Out of state): 1-800-221-3943 FLORIDA Medicaid https://www.flmedicaidtplrecovery.com/ Phone: 1-877-357-3268 GEORGIA Medicaid http://dch.georgia.gov/ Click on Programs, then Medicaid, then Health Insurance Premium Payment (HIPP) Phone: 1-800-869-1150 IDAHO Medicaid and CHIP Medicaid www.accesstohealthinsurance.idaho.gov Medicaid Phone: 1-800-926-2588 CHIP www.medicaid.idaho.gov CHIP Phone: 1-800-926-2588 INDIANA Medicaid http://www.in.gov/fssa Phone: 1-800-889-9949 IOWA Medicaid www.dhs.state.ia.us/hipp/ Phone: 1-888-346-9562 KANSAS Medicaid http://www.kdheks.gov/hcf/ Phone: 1-800-792-4884 KENTUCKY Medicaid http://chfs.ky.gov/dms/default.htm Phone: 1-800-635-2570 LOUISIANA Medicaid http://www.lahipp.dhh.louisiana.gov Phone: 1-888-695-2447 MAINE Medicaid http://www.maine.gov/dhhs/ofi/publicassistance/index.html Phone: 1-800-977-6740 TTY 1-800-977-6741 MASSACHUSETTS Medicaid and CHIP http://www.mass.gov/masshealth Phone: 1-800-462-1120 MINNESOTA Medicaid http://www.dhs.state.mn.us/ Click on Health Care, then Medical Assistance Phone: 1-800-657-3629 MISSOURI Medicaid http://www.dss.mo.gov/mhd/participants/pages/hipp.htm Phone: 573-751-2005 MONTANA Medicaid http://medicaidprovider.hhs.mt.gov/clientpages/ clientindex.shtml Phone: 1-800-694-3084 NEBRASKA Medicaid www.accessnebraska.ne.gov Phone: 1-800-383-4278 ALABAMA Medicaid Page 2 of 5

NEVADA Medicaid Medicaid http://dwss.nv.gov/ Medicaid Phone: 1-800-992-0900 NEW HAMPSHIRE Medicaid ttp://www.dhhs.nh.gov/oii/documents/hippapp.pdf Phone: 603-271-5218 NEW JERSEY Medicaid and CHIP Medicaid http://www.state.nj.us/humanservices/ dmahs/clients/medicaid/ Medicaid Phone: 1-800-356-1561 CHIP http://www.njfamilycare.org/index.html CHIP Phone: 1-800-701-0710 NEW YORK Medicaid http://www.nyhealth.gov/health_care/medicaid/ Phone: 1-800-541-2831 NORTH CAROLINA Medicaid http://www.ncdhhs.gov/dma Phone: 919-855-4100 NORTH DAKOTA Medicaid http://www.nd.gov/dhs/services/medicalserv/medicaid/ Phone: 1-800-755-2604 OKLAHOMA Medicaid and CHIP http://www.insureoklahoma.org Phone: 1-888-365-3742 OREGON Medicaid and CHIP http://www.oregonhealthykids.gov http://www.hijossaludablesoregon.gov Phone: 1-877-314-5678 PENNSYLVANIA Medicaid http://www.dpw.state.pa.us/hipp Phone: 1-800-692-7462 RHODE ISLAND Medicaid www.ohhs.ri.gov Phone: 401-462-5300 SOUTH CAROLINA Medicaid http://www.scdhhs.gov Phone: 1-888-549-0820 SOUTH DAKOTA - Medicaid http://dss.sd.gov Phone: 1-888-828-0059 TEXAS Medicaid https://www.gethipptexas.com/ Phone: 1-800-440-0493 UTAH Medicaid and CHIP http://health.utah.gov/upp Phone: 1-866-435-7414 VERMONT Medicaid http://www.greenmountaincare.org/ Phone: 1-800-250-8427 VIRGINIA Medicaid and CHIP Medicaid http://www.dmas.virginia.gov/rcp- HIPP.htm Medicaid Phone: 1-800-432-5924 CHIP http://www.famis.org/ CHIP Phone: 1-866-873-2647 WASHINGTON Medicaid http://hrsa.dshs.wa.gov/premiumpymt/apply.shtm Phone: 1-800-562-3022 ext. 15473 WEST VIRGINIA Medicaid www.dhhr.wv.gov/bms/ Phone: 1-877-598-5820, HMS Third Party Liability WISCONSIN Medicaid http://www.badgercareplus.org/pubs/p-10095.htm Phone: 1-800-362-3002 WYOMING Medicaid http://health.wyo.gov/healthcarefin/equalitycare Phone: 307-777-7531 To see if any more States have added a premium assistance program since July 31, 2012, or for more information on special enrollment rights, you can contact either: U.S. Department of Labor Employee Benefits Security Administration www.dol.gov/ebsa 1-866-444-EBSA (3272) or U.S. Department of Health and Human Services Centers for Medicare & Medicaid Services www.cms.hhs.gov 1-877-267-2323, Ext. 61565 WOMEN S HEALTH AND CANCER RIGHTS ACT A plan participant who is receiving benefits in connection with a mastectomy, and who elects breast reconstruction in connection with the mastectomy, is entitled to coverage for the following: Reconstruction of the breast; Surgery and reconstruction of the other breast to produce a symmetrical appearance; and Prostheses and treatment of physical complications at all stages of the mastectomy, including lymphedemas. HIPAA RIGHTS AND PROCEDURES PRIVACY NOTICE THIS NOTICE DESCRIBES HOW MEDICAL INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY. If you are a participant or beneficiary in one or more of the following plans, you are entitled to certain rights and protections under the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ): Norfolk Southern Corporation ChoicePlus Benefits Plan Medical Plan for Retirees and LTD Participants of Norfolk Southern Corporation Norfolk Southern Corporation Special Medical Care Plan Norfolk Southern Corporation Medical Case Management Plan Norfolk Southern Corporation Drug and Alcohol Rehabilitation Service Program ( DARS ) Please refer to the applicable plan summary for information about the eligibility for, and benefits provided under, each of the above-listed plans. However, generally speaking: DARS and the Medical Case Management Plan cover all employees; the ChoicePlus Benefits Plan covers certain active nonagreement employees; the Norfolk Southern Medical Plan for Retirees and LTD Participants covers certain former employees who have retired or are on long-term disability; and the Special Medical Care Plan covers trainees for certain agreement positions and certain former agreement employees who separated under a voluntary separation program. When we use the term we and our in this Notice, we are referring to a Plan listed above. You and yours refer to an individual participant or beneficiary in a Plan. Page 3 of 5

Notice of Privacy Practices We are required to provide you with a notice regarding each Plan s policies and procedures related to your Protected Health Information by providing you with this Privacy Notice. We are required to abide by the terms of the Privacy Notice, as it may be updated from time to time. Each Plan reserves the right to change the terms of the Privacy Notice and to make the new Privacy Notice provisions effective for all Protected Health Information maintained by that Plan. We will provide you with a new notice if we make a material change to this Privacy Notice. A copy of the Privacy Notice is also posted to the Norfolk Southern Corporation website. Use and Disclosure of Protected Health Information Pursuant to the provisions of HIPAA, we are required to take certain steps to protect the privacy of individually identifiable health information, also referred to as Protected Health Information. Under applicable law, we are permitted to make certain types of uses and disclosures of your Protected Health Information, without your authorization, for treatment, payment, and health care purposes. For treatment purposes, use and disclosure may take place in the course of providing, coordinating, or managing health care and its related services by one or more of your providers, such as when the Plan consults with a physician or facility regarding your condition. For payment purposes, use and disclosure may take place to determine responsibility for coverage and benefits, such as when the Plan undertakes activities to determine or fulfill responsibility related to payment or reimbursement for health care provided to you. The Plan may also use your Protected Health Information for other payment-related purposes, such as to assist in making eligibility and coverage determinations, or for utilization review activities. For health care operations purposes, use and disclosure may take place in a number of ways involving plan administration, including for quality assessment and improvement, vendor review, underwriting activities, to assist in the evaluation of Plan performance, or to explore alternatives for improving Plan costs. Your information could be used, for example, to assist in the evaluation of one or more vendors who support the Plan or to evaluate the performance of the Plan. The Plan also may contact you to provide reminders or information about treatment alternatives or other health-related benefits and services under the Plan. The Plan also may disclose your Protected Health Information to the Company (as the Plan Sponsor) in connection with these activities. The Company has designated a limited number of employees who are the only ones permitted to access and use your Protected Health Information for plan operations and administration. When appropriate, the Plan may share the following Protected Health Information with the Company: Enrollment/disenrollment data information on whether you participate in the Plan or whether you have enrolled or disenrolled from a Plan option. Summary Health Information summaries of claims from which names and other identifying information have been removed. The Company will not use or disclose Protected Health Information other than as permitted or required by the group health plan components of the Plans or pursuant to HIPAA. DARS. If you are an employee receiving benefits under DARS, you must execute a HIPAA authorization providing certain Medical Department, other necessary Company representatives and third parties involved in the return to service process access to your Protected Health Information for (i) a determination concerning your compliance with all treatment recommendations for addiction to alcohol and/or controlled substances, if any, and your ability to return to service with the Company, (ii) periodic drug and alcohol testing, and (iii) certain other employment-related determinations. The DARS Program may not condition treatment, payment, enrollment, or eligibility for DARS Program benefits on whether you sign this authorization, and you have the right to refuse to sign the authorization. If you do not execute the authorization, you may continue participation in the DARS Program, but you will not be eligible at any time for return to service with the Company. Medical Case Management Plan. If you are an employee receiving benefits under the Medical Case Management Plan, a HIPAA authorization providing certain Medical Department and other Norfolk Southern Corporation representatives access to your protected health information is required for a determination concerning your ability to return to work with Norfolk Southern Corporation. The Medical Case Management Plan will not condition treatment, payment, enrollment, or eligibility for benefits on whether you sign this authorization, and you have the right to refuse to sign the authorization. If you do not execute the authorization, however, you will not be eligible at any time for reemployment by Norfolk Southern Corporation. We may use or disclose Protected Health Information without your authorization under conditions specified in federal regulations, including: as required by law, provided the use or disclosure complies with and is limited to the relevant requirements of such law; for public health activities; disclosures to an appropriate government authority regarding victims of abuse, neglect or domestic violence; to a health oversight agency for oversight activities authorized by law; in connection with judicial and administrative proceedings and other lawful processes; to a law enforcement official pursuant to a subpoena and other law enforcement processes; to a coroner, medical examiner or funeral director; to cadaveric organ, eye or tissue donation programs; for research purposes, as long as certain privacy-related standards are satisfied; to avert a serious threat to health or safety; for specialized government functions (e.g., military and veterans activities, national security and intelligence, federal protective services, medical suitability determinations, correctional institutions and other law enforcement custodial situations); for workers compensation or other similar programs established by law that provide benefits for work-related injuries or illness without regard to fault; and as required by the U.S. Department of Transportation regulations concerning substance abuse professional (SAP) reports to an employer. We may use your medical information to contact you with information about related benefits and services or about treatment alternatives that may be of interest to you. We may disclose your medical information to a business associate to assist us in these activities. Page 4 of 5

We may disclose to one of your family members, to a relative, to a close personal friend, or to any other person identified by you, Protected Health Information that is directly relevant to the person s involvement with your care or payment related to your care. In addition, we may use or disclose the Protected Health Information to notify a member of your family, your personal representative, another person responsible for your care, or certain disaster relief agencies of your location, general condition, or death. If you are incapacitated, there is an emergency, or you otherwise do not have the opportunity to agree to or object to this use or disclosure, we will do what in our judgment is in your best interest regarding such disclosure and will disclose only the information that is directly relevant to the person s involvement with your health care. Latham, New York 12110-1416 Phone: 1-800-571-3366 Fax: 1-866-999-4640 E-mail: PRIVACY@DAVISVISION.COM Effective Date of Notice: November 15, 2011 Other uses and disclosures will be made only with your written authorization, and you may revoke your authorization in writing at any time. You may ask us to restrict uses and disclosures of your Protected Health Information to carry out treatment, payment, or health care operations, or to restrict uses and disclosures to family members, relatives, friends, or other persons you identify who are involved in your care or payment for your care. However, we are not required to agree to your request. You may exercise this right by contacting the individual or office identified at the end of this section. They will provide you with additional information. Your Rights Under HIPAA You have the right to request the following with respect to your Protected Health Information: (i) inspection and copying of certain information; (ii) amendment or correction of certain information; (iii) an accounting of certain disclosures of your Protected Health Information by the Plan (you are not entitled to an accounting of disclosures made for payment, treatment or health care operations, or disclosures made pursuant to your written authorization); and (iv) the right to receive a paper copy of the privacy notice upon request. You have the right to request in writing that you receive your Protected Health Information by alternative means or at an alternative location if you reasonably believe that disclosure could pose a danger to you. If you believe that your privacy rights have been violated, you may file a complaint with us in writing at the location described below under Contacting The Privacy Officer, or by mail or fax with the regional office of the Office of Civil Rights of the Department of Health and Human Services (as determined by the region where the alleged violation of your privacy rights took place), or by e-mail with the Office of Civil Rights at OCRComplaint@hhs.gov. You will not be retaliated against for filing a complaint. Contacting the Privacy Officer You may exercise the rights described in this section by contacting the Privacy Officer identified below. They will provide you with additional information. The contact is: Assistant Vice President - Human Resource Services Norfolk Southern Corporation Three Commercial Place Norfolk, Virginia 23510-2191 Phone: 800-267-3313 For Vision Benefits under the ChoicePlus Benefits Plan, the contact is: Chief Privacy Officer Davis Vision - Privacy Office P.O. Box 1416 Page 5 of 5