UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of
earliest event reported): 

 November 26, 2008 (November 25, 2008)

________________________________



NORFOLK SOUTHERN
CORPORATION

(Exact name
of registrant as specified in its charter)

________________________________
 






 
  
  
Virginia
  
  
  
1-8339
  
  
  
52-1188014
  
 
 
  
  
(State or Other
  Jurisdiction 

  of Incorporation)
  
  
  
(Commission File
  Number)
  
  
  
(IRS Employer

  Identification Number)
  
 
 
  

  
  

  
  

  
 
 
  
  
 
	
Three Commercial Place
  
  

  
  
  
 
	
(757) 629-2680
  
 
 
  
  
Norfolk, Virginia  
  
23510-9241
  
  

  
  
  
(Registrant's
  telephone number, including area code)
  
 
 
  
  
(Address of principal
  executive offices)
  
  

  
  

  
 




No Change

(Former name or former address, if changed since last report)

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:

[
]    Written communications pursuant to Rule 425 under the
Securities Act  (17 CFR 230.425)

[
]    Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

[
]    Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act

        (17 CFR 240.14d-2(b))

[
]    Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act

        (17 CFR 240.13e-4(c)) 

Item 1.01. 
Entry into a Material Definitive Agreement

           
On November 25, 2008, the Compensation Committee of the Norfolk Southern
Corporation Board of Directors approved the Form of 2009 Award under the Norfolk
Southern Corporation Long-Term Incentive Plan.  The Form of 2009 Award
Agreement is attached hereto as an exhibit.  Under the Norfolk Southern
Corporation Executive Management Incentive Plan and the Norfolk Southern
Corporation Management Incentive Plan, the Committee adopted the following
performance criteria for determining bonuses payable in 2010 for the 2009
incentive year: 37.5% based on pretax net income; 37.5% based on operating
ratio; and 25% based on a composite of three transportation service measures, consisting of adherence to operating
plan, connection performance, and train performance.

Item
9.01.  Financial Statements and Exhibits

(d) 
Exhibits

           
The following exhibit is
furnished as part of this Current Report on Form 8-K:


 
  
  
Exhibit Number
  
  
  
Description
  
 
 
  
  
10.1
  
  
  
Form of
  Norfolk Southern Corporation Long-Term Incentive Plan, 2009 Award Agreement
  
 


Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

                                                                                SIGNATURES

                                                                               
NORFOLK
SOUTHERN CORPORATION

                                                                                (Registrant)

                                                                                /s/ Howard D. McFadden
                                                                                 _________________________________
                                                                                Name: 
Howard D. McFadden

                                                                                Title:   
Corporate Secretary

Date:  November
26, 2008
                                                           
                    EXHIBIT INDEX


 
  
  
Exhibit Number
  
  
  
Description
  
 
 
  
  
10.1
  
  
  
Form of
  Norfolk Southern Corporation Long-Term Incentive Plan, 2009 Award Agreement