Summary of NORFOLK SOUTHERN CORP

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 27, 2009, the Registrant's Board of Directors approved and adopted amendments to the Registrant's Bylaws which expand the disclosures that stockholders must make to the Registrant when bringing a proposal or nominating a director, confirm the election by the Registrant to opt out of Virginia's Control Share Acquisitions Statute, and make certain other technical and clarifying changes.

The amendments were effective immediately upon approval by the Board. The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Registrant's Bylaws, which are attached hereto as Exhibit 3(ii) and are incorporated herein by reference.

Item 8.01. Other Events.

On January 27, 2009, the Compensation Committee of the Registrant's Board of Directors approved a grant of 4,000 restricted stock units to each outside director as the 2009 award under the Norfolk Southern Corporation Long-Term Incentive Plan ("LTIP"), effective January 29, 2009. Copies of each outside director's Award Agreement under LTIP are attached hereto as Exhibits 10.1 through 10.10.

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
    3(ii)      The Bylaws of Norfolk Southern Corporation, as amended January 27,
               2009
     10.1      2009 Award Agreement between Norfolk Southern Corporation and
               Gerald L. Baliles, dated Jan. 29, 2009
     10.2      2009 Award Agreement between Norfolk Southern Corporation and
               Daniel A. Carp, dated Jan. 29, 2009
     10.3      2009 Award Agreement between Norfolk Southern Corporation and
               Gene R. Carter, dated Jan. 29, 2009
     10.4      2009 Award Agreement between Norfolk Southern Corporation and
               Alston D. Correll, dated Jan. 29, 2009
     10.5      2009 Award Agreement between Norfolk Southern Corporation and
               Landon Hilliard, dated Jan. 29, 2009
     10.6      2009 Award Agreement between Norfolk Southern Corporation and
               Karen N. Horn, dated Jan. 29, 2009
     10.7      2009 Award Agreement between Norfolk Southern Corporation and
               Burton M. Joyce, dated Jan. 29, 2009
     10.8      2009 Award Agreement between Norfolk Southern Corporation and
               Steven F. Leer, dated Jan. 29, 2009
     10.9      2009 Award Agreement between Norfolk Southern Corporation and
               Michael D. Lockhart, dated Jan. 29, 2009
    10.10      2009 Award Agreement between Norfolk Southern Corporation and
               J. Paul Reason, dated Jan. 29, 2009

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.