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.