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                                              EXHIBIT 10(k), Page 1 of 6


                      NORFOLK SOUTHERN CORPORATION
                        MANAGEMENT INCENTIVE PLAN

                  AS AMENDED EFFECTIVE JANUARY 25, 2000



Section I.     PURPOSE OF THE PLAN

     It is the purpose of the Norfolk Southern Corporation Management
Incentive Plan (Plan) to enhance increased profitability for Norfolk
Southern Corporation by rewarding executive personnel of Norfolk Southern
Corporation and its affiliates with a bonus for collectively striving to
attain and surpass financial objectives.


Section II.    ADMINISTRATION OF THE PLAN

     The Compensation and Nominating Committee or any other committee of
the Board of Directors of Norfolk Southern Corporation which is
authorized to determine bonus awards under the Plan (Committee) shall
administer and interpret this Plan and, from time to time, adopt such
rules and regulations and make such recommendations to the Board of
Directors concerning Plan changes as are deemed necessary to insure
effective implementation of this Plan.

     No executive may simultaneously participate in more than one Norfolk
Southern Corporation Incentive Group.  An executive must reside in the
United States or Canada in order to participate in the Plan.


Section III.   ESTABLISHMENT OF PERFORMANCE STANDARDS

     The Committee shall establish:

     A.        The Incentive Groups for the incentive year,

     B.        The bonus level for each Incentive Group for the incentive
               year, and

     C.        The performance standards for Pre-Tax Net Income and
               operating ratio with resultant Corporate Performance
               Factors (Corporate Performance Table).


Section IV.    TYPE OF INCENTIVE BONUS

     By December 22 of the year prior to the incentive year, each
participant must elect to receive any incentive bonus which may be
awarded to him or her for the incentive year either 100% cash or deferred
in whole or in part.  A participant shall be permitted to defer only 25%,
50%, 75% or 100% of the bonus for any incentive year.  If the participant
elects to receive 100% cash, the entire amount of the bonus for the
incentive year shall be distributed to the participant, or his or her

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                                              EXHIBIT 10(k), Page 2 of 6



beneficiary, as hereinafter defined on or before March 1 of the year
following the incentive year.  If deferred in whole or in part, the
amount deferred shall be allocated to the participant's deferred
savings account on or before March 1 of the year following the
incentive year and the remainder, if any, shall be distributed in
cash to the participant or his or her beneficiary on or before March 2
of the year following the incentive year.  However, all amounts
deferred under this Plan shall be allocated to the Norfolk Southern
Corporation Officers' Deferred Compensation Plan and such deferrals
will be governed by the provisions of that plan.

     Failure on the part of the participant to elect a deferral by
December 22 of the year prior to the incentive year, either in whole or
in part for the incentive year, shall be deemed to constitute an election
by such participant to receive the entire incentive bonus for the
incentive year as a cash bonus.

     The Board of Directors shall have the right to reject all deferral
elections if, in its sole discretion, it shall determine prior to the
close of an incentive year that deferral has become inadvisable, and, if
such right shall be exercised, all incentive bonuses earned under the
Plan for such year shall be payable in cash, as provided for in the third
sentence of this Article IV.


Section V.     BONUS AWARDS

     At the end of the incentive year, the Committee shall determine the
Corporate Performance Factor from the Corporate Performance Table based
on the operating ratio and Pre-tax Net Income (Norfolk Southern's income
before state and federal income taxes as reported in the annual
consolidated financial statements for the incentive year).  In computing
Pre-tax Net Income and operating ratio, special charges and restructuring
charges, and unusual or infrequent accounting adjustments which are
significant, and restatements or reclassifications, all as determined in
accordance with Generally Accepted Accounting Principles, which would
have the effect of reducing Pre-tax Net Income or increasing the
operating ratio, shall be excluded, unless the Committee shall determine
otherwise.

     A participant's bonus award shall be determined by multiplying the
Corporate Performance Factor by the participant's bonus level, with the
result multiplied by the participant's total salary paid during the
incentive year. The Chief Executive Officer may review and adjust the
bonus award of any Incentive Group participant between 0% and 125% based
on the individual's performance.  In no event, however, may the total
bonus award to all Incentive Groups for an incentive year exceed the
maximum bonus levels for all Incentive Groups as determined by the
Committee.

     If the employment of a participant who is employed by Norfolk
Southern Corporation or its affiliates during the incentive year
terminates prior to the end of such year by reason of (1) death, or (2)
normal retirement, early retirement or total disability under applicable
Norfolk Southern Corporation plans and policies, then the phrase "total

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                                              EXHIBIT 10(k), Page 3 of 6



salary paid during the incentive year" means base salary paid to the
participant during that portion of such year of employment prior to his
or her termination and through the end of the calendar month or payroll
period in which employment terminates but excludes any cash paid with
respect to such participant's unused vacation.  No incentive bonus for
any incentive year shall be awarded or paid to any participant whose
employment with Norfolk Southern Corporation and all its affiliates
terminates before the end of such incentive year for a reason other
than one of those specifically stated in the preceding sentence.

     If a participant becomes eligible for the Plan during the year or
becomes eligible for a different Incentive Group, then the amount of the
award shall be adjusted proportionally to reflect such changes.


Section VI.    CALCULATION OF CREDITS TO BE ALLOCATED

     The credit allocated to a participant's deferred savings account for
any incentive year is calculated by dividing the actual dollar value of
the deferred bonus for such year by the average of the closing prices for
Norfolk Southern Corporation Common Stock on the New York Stock Exchange
for all of the trading days in December of such year.  Such credits were
calculated to the nearest one hundredth of a credit.

     However, solely at the discretion of the Committee, the calculation
of all credits allocated to the deferred savings account of a participant
in active service on January 1, 1987, may be changed from a credit based
on the price of Norfolk Southern Corporation Common Stock to a cash
credit.  A one-time request for such a change in the method of
calculating credits may be made by the participant by March 16, 1987,
and, if approved by the Committee, the balance of the participant's
deferred savings account as of February 28, 1987, including amounts
deferred for incentive year 1986, shall be converted to a cash credit
based on the New York Stock Exchange closing price for Norfolk Southern
Corporation Common Stock on February 27, 1987, and shall thereafter
accrue an amount equivalent to interest (Interest), compounded annually,
at the rate of fifteen percent (15%).

     All amounts deferred under this Plan are allocated to the Norfolk
Southern Corporation Officers' Deferred Compensation Plan and are
governed by the provisions thereof.


Section VII.   NATURE OF DEFERRED SAVINGS ACCOUNT

     The deferred savings account is merely a bookkeeping account
maintained by Norfolk Southern Corporation for the express purpose of
recording a participant's deferred bonus credits and determining the
amounts payable by Norfolk Southern Corporation under this Plan.  The
deferred savings account for a participant shall not be deemed to
constitute either in whole or in part a trust fund for the benefit of
such participant.

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                                              EXHIBIT 10(k), Page 4 of 6



Section VIII.  RESTRICTIONS ON DEFERRED SAVINGS ACCOUNT

     The credits allocated to a participant's deferred savings account
under this Plan are restricted in that they shall not be sold, assigned,
transferred or pledged as collateral for a loan or as security for the
performance of any other obligation or for any other purpose, or
exchanged or otherwise disposed of.


Section IX.    CHANGES IN CREDIT

     Unless the Committee has changed the calculation of credit under
Article VI to an amount equivalent to Interest, if at any time a cash
dividend is paid, or if a stock dividend, a stock split, a combination or
other change occurs with respect to Norfolk Southern Corporation Common
Stock, the number of credits in a participant's deferred savings account
shall be increased or decreased so as to give effect to such cash
dividend, stock dividend, stock split, combination or other change.  Any
such change shall be reflected in each such account during the calendar
year in which it occurs.  Any new or changed credits resulting therefrom
shall be calculated to the nearest one hundredth of a credit and shall be
subject to the restrictions and provisions set forth herein applicable
thereto.


Section X.     DISTRIBUTION WITH RESPECT TO DEFERRED CREDITS

     During the first 10 years following a participant's termination of
employment, the credits in his or her deferred savings account shall be
periodically converted into cash, as provided for below, and distributed
to that participant, or to his or her beneficiary as hereinafter defined,
pursuant to the following provisions.  In any event, distribution of such
cash to the participant shall be completed by the end of the 10-year
period.

     For the purpose of this Plan, a beneficiary shall be either (1) the
named beneficiary or beneficiaries designated as hereinafter provided for
by the participant, or (2) in the absence of any such designation,
including absence by revocation of any previous designation, a legal
representative of the participant, duly appointed in the case of
incompetency or death of the participant.  A participant may designate
both primary and contingent named beneficiaries.  A participant may
revoke or change any designation.  To be effective, the designation of a
named beneficiary or beneficiaries, or any change in or revocation of any
designation, must be on a form provided by Norfolk Southern Corporation
signed by the participant and filed with the Senior Vice President
Employee Relations, or an officer in a successor position, Norfolk
Southern Corporation, prior to the death of such participant.  Any such
designation, change or revocation shall be ineffective to invalidate any
cash payment made or other action taken by Norfolk Southern Corporation
pursuant to this Plan prior to the receipt of same by Norfolk Southern
Corporation.  The determination by Norfolk Southern Corporation of a
beneficiary or beneficiaries, or the identity thereof, or the rights of

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                                              EXHIBIT 10(k), Page 5 of 6



same, based on proof by affidavit or other written evidence satisfactory
to Norfolk Southern Corporation shall be conclusive as to the liability
of Norfolk Southern Corporation and any payment made in accordance
therewith shall discharge Norfolk Southern Corporation of its obligation
under this Plan for such payment.

     Norfolk Southern Corporation shall make a payment each calendar
month within the 10-year period to the participant or his or her
beneficiary, computed as follows:

     Upon termination of employment, the number of credits in the
deferred savings account of such participant shall be ascertained.
Thereafter, there shall be added to such account the number of additional
credits, if any, due to be allocated thereto as a result of any incentive
bonus awarded such participant for any incentive year, or portion of such
year, preceding termination of employment.  Any change in credits
referred to in Article IX occurring between such participant's
termination of employment and the end of the 10-year period will be
reflected in such account.  Each monthly payment payable in any calendar
year shall be an amount equal to the number of credits in such account as
of January 1 that year, multiplied by the average of the closing prices
for Norfolk Southern Corporation Common Stock on the New York Stock
Exchange for all of the days in December of the previous calendar year
for which there is a closing price, multiplied by a fraction the
numerator of which is "1" and the denominator of which is the number of
monthly payments remaining to be paid in the 10-year period as of January
1 of the calendar year.  The number of credits in such account shall be
reduced effective January 1 of each year during the 10-year period by the
credit equivalent of the payments made during the previous year.
However, in the event the calculation of the credit allocated to the
deferred savings account of a participant is changed from a credit based
on the price of Norfolk Southern Corporation Common Stock to a cash
credit based on Interest, then the monthly payment shall be an amount
sufficient to amortize the participant's deferred savings account
together with Interest over the 10-year period.  If the deferred savings
account on January 1 of the year following termination contains a value
as calculated above of less than $10,000, the entire amount will be paid
in full within 45 days in lieu of payment over a 10-year period as
outlined in the preceding paragraph.


Section XI.    DISTRIBUTION IN CASE OF TERMINATION

     The Board of Directors, in its sole discretion, may authorize and
direct Norfolk Southern Corporation to make payments after termination of
employment of a participant to such participant or his or her beneficiary
in a lump sum or over a period other than that provided for in Article X,
and to charge such payments against the participant's deferred savings
account.  Such accelerated distribution may be made only (1) in the event
of a financial emergency which is beyond the control of the participant
if disallowance of the accelerated distribution would result in severe
financial hardship to the participant or beneficiary, and only in an
amount necessary to satisfy the financial emergency, or (2) if in the

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                                              EXHIBIT 10(k), Page 6 of 6



written opinion of counsel, payment in accordance with Article X could
create a conflict of interest for the participant or beneficiary;
provided, that all amounts due to the participant or beneficiary under
this Plan shall in all events be paid to the participant or beneficiary
by the end of the 10-year period referred to in Article X.  No participant
or beneficiary who is also a member of the Board of Directors shall
participate in any decision of the Board to make accelerated payments
under this Article XI.


Section XII.   NO GUARANTEE OF CONTINUANCE OF EMPLOYMENT

     Nothing contained in this Plan or in any designation of a
participant hereunder shall constitute or be deemed to constitute any
evidence of an agreement or obligation on the part of Norfolk Southern
Corporation or its affiliates to continue to employ any such participant
for any period whatsoever.


Section XIII.  AMENDMENT TO AND TERMINATION OF PLAN

     Norfolk Southern Corporation reserves the right at any time by a
resolution duly adopted by its Board of Directors to amend this Plan in
any manner or to terminate it at any time, except that no such amendment
or termination shall deprive a participant or beneficiary of any rights
hereunder theretofore legally accrued, and no such termination shall be
effective for the year in which such resolution is adopted.


Section XIV.   RECALCULATION EVENTS

     Norfolk Southern Corporation's commitment to accrue and pay Interest
as provided in Article VI is facilitated by the purchase of
corporate-owned life insurance.  If the Committee, in its sole
discretion, determines that any change whatsoever in Federal, State or
local law, or in its application or interpretation, has materially
affected, or will materially affect, the ability of Norfolk Southern
Corporation to recover the cost of providing the benefits otherwise
payable under the Plan, then if the Committee so elects, a Recalculation
Event shall be deemed to have occurred.  If a Recalculation Event occurs,
then Interest shall be recalculated and restated using a lower rate of
Interest determined by the Committee, but which shall be not less than
seven and one-half percent (7-1/2%).