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 25, 2009 (November 24, 2009)

________________________________



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 24, 2009, the Compensation Committee of the Norfolk Southern
Corporation Board of Directors approved Forms of 2010 Awards under the Norfolk
Southern Corporation Long-Term Incentive Plan. The Forms of 2010 Award
Agreements are attached hereto as exhibits. 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 2011 for the 2010 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, 2010 Award
  Agreement for Outside Directors
  
 
 
  
  
10.2
  
  
  
Form
  of Norfolk Southern Corporation Long-Term Incentive Plan, 2010 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
25, 2009









                                                                
EXHIBIT INDEX


 
  
  
Exhibit
  Number
  
  
  
Description
  
 
 
  
  
10.1
  
  
  
Form
  of Norfolk Southern Corporation Long-Term Incentive Plan, 2010 Award
  Agreement for Outside Directors
  
 
 
  
  
10.2
  
  
  
Form
  of Norfolk Southern Corporation Long-Term Incentive Plan, 2010 Award
  Agreement