Norfolk Southern Corporation Long-Term
Incentive Plan


2008 Award Agreement for Outside
Directors




              This AGREEMENT
dated as of January 24, 2008 (Award Date), between NORFOLK SOUTHERN CORPORATION
(Corporation), a Virginia corporation, and Landon Hilliard (Participant),
a director of the Corporation who is not an officer of the Corporation or any
of its subsidiaries.




1.   
Award Contingent Upon
Execution of this Agreement.  This
Award made to the Participant on the Award Date is contingent upon the
Participant's execution and return to the Corporate Secretary of this
Agreement.  This Award shall be void, and the Participant shall not be entitled
to any rights hereunder, unless the Participant executes and returns this
Agreement to the Corporate Secretary on or before January 25, 2008.




2.   
Terms of Plan Govern.  Each Award made hereunder is made pursuant to the
Norfolk Southern Corporation Long‐Term Incentive Plan (Plan), all the
terms and conditions of which are deemed to be incorporated in this Agreement
and which forms a part of this Agreement.  The Participant agrees to be bound
by all the terms and provisions of the Plan and by all determinations of the
Committee thereunder.  Capitalized terms used in this Agreement but not defined
herein shall have the same meanings as in the Plan.  




3.   
Award of Restricted Stock
Units.  The Corporation hereby
grants to the Participant on Award Date 40,638.5928 Restricted Stock
Units in settlement of any amount that would otherwise be payable to the
Participant in cash pursuant to the Outside Directors' Deferred Stock Unit
Program (the "ODDSUP Makeup Award").  The Corporation further grants to the
Participant on Award Date 3,000 Restricted Stock Units (the "2008
Award").  Each whole Restricted Stock Unit is a contingent right to receive a
Restricted Stock Unit Share, granted pursuant to Section 5 of the Plan, subject
to the restrictions and other terms and conditions set forth in the Plan and
this Agreement.  




(a)    
Memorandum Account.  The Participant's Award of Restricted Stock Units
shall be recorded in a memorandum account. The Participant shall have no
beneficial ownership interest in the Common Stock of the Corporation
represented by the Restricted Stock Units awarded and no right to receive a
certificate representing such shares of Common Stock.  The Participant shall
have no right to vote the Common Stock represented by the Restricted Stock
Units awarded or to receive dividends.




(b)    
Restriction and Retention
Period.  The Restriction Period for
the Restricted Stock Units granted pursuant to the ODDSUP Makeup Award and
pursuant to the 2008 Award is waived and in lieu thereof, such Restricted Stock
Units are subject to a Retention Period.  The Retention Period shall expire
upon the Participant's Separation from Service (within the meaning of section
409A of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder) (a "Separation From Service") or death.  Notwithstanding any term
of the Plan to the contrary, no Restricted Stock Units shall be settled in
Restricted Stock Unit Shares pursuant to Section 5 hereof until the expiration
of the Retention Period.




(c)    Restrictions.  Until the expiration of the Retention Period,
Restricted Stock Units shall be subject to the following restrictions:




                    i.     
the Participant shall not be entitled to receive the certificate or certificates representing the Restricted
Stock Unit Shares to which the Participant may have a contingent right to
receive in the future; and

                   ii.      the Restricted Stock Units may
not be sold, transferred, assigned, pledged, conveyed, hypothecated, used to
exercise options or otherwise disposed of. 




4.   
Dividend Equivalent Payments.  On each dividend payment date for the Corporation,
the Corporation shall credit the memorandum account of each Participant who
holds Restricted Stock Units as of the declared record date with additional
Restricted Stock Units and fractions thereof equivalent to the dividend paid on
the Corporation's Common Stock based on the Fair Market Value of the Common
Stock on the dividend payment date.   The Participant's memorandum account will
be credited with additional Restricted Stock Units, including fractions
thereof, pursuant to this section until all Restricted Stock Units that were
credited to the Participant are distributed upon the Participant's Separation
From Service or death.  




5.   
Distribution of Restricted
Stock Units.  Each Participant shall
elect a form of distribution with respect to any Restricted Stock Units
credited to the Participant hereunder and with respect to any Restricted Stock
Units that may be credited to the Participant in the future.  The Participant
may elect to receive such Stock Units in a single stock distribution or in 10
annual installments upon the Participant's Separation From Service.  The
Participant's election under this paragraph is irrevocable.  Notwithstanding
the foregoing, if a Participant has a Separation From Service in 2008,
distribution will be made in the form elected by the Participant prior to 2008
with respect to any deferral under the Norfolk Southern Corporation Outside
Directors Deferred Stock Unit Program.


  If
the Participant elects to receive the Restricted Stock Units in a single stock
distribution, upon the expiration of the Retention Period, a certificate
representing whole shares of Common Stock shall be delivered to the Participant,
and any remaining fraction of a single Restricted Stock Unit that was credited
to the Participant's memorandum account shall be distributed in cash concurrent
with the distribution. The Participant's failure to make a valid election will
result in the Restricted Stock Units being distributed in a single stock distribution. 



              If the
Participant elects to receive the Restricted Stock Units in 10 annual
installments upon the Participant's Separation From Service, following the
expiration of the Retention Period, the first distribution under an election to
receive installments will be made in January following the year of the
Participant's Separation From Service, and subsequent installments will be distributed
on the anniversary of the first installment.  A certificate representing whole
shares of Common Stock shall be delivered to the Participant upon distribution
of each annual installment.  The first such installment will be the number of
whole Restricted Stock Unit Shares that equal one tenth of the total number of
the Restricted Stock Units in the memorandum account at that time; the second
installment, one ninth of the remaining total number; the third installment,
one eighth; and so forth, until all remaining Restricted Stock Units are
distributed as whole Restricted Stock Unit Shares upon distribution of the certificate
in the tenth installment.  Any remaining fraction of a single Restricted Stock
Unit that was credited to the Participant's memorandum account upon the
distribution of the tenth installment shall be distributed in cash concurrent
with the distribution of the tenth installment.  




              If the
Participant dies at any time, any Restricted Stock Units credited to the
Participant's memorandum account will be distributed as whole Restricted Stock
Unit Shares to the Participant's beneficiary within thirty (30) days following
the Participant's death.  Any remaining fraction of a single Restricted Stock
Unit that was credited to the Participant's memorandum account shall be distributed
in cash concurrent with the distribution.  The beneficiary may not, directly or
indirectly, designate the taxable year of the settlement. 




I hereby elect the following form of distribution for
my Restricted Stock Units upon my Separation From Service with the Board of
Directors of the Corporation (check only one):


_______    A
single distribution of my Restricted Stock Units upon my Separation From
Service.


_______    Ten
annual stock installments, beginning in January following the year of my
Separation From Service as a director.




I understand this election is irrevocable.







           
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Corporation by its officer thereunto duly authorized, and by the Participant, in
acceptance of the above‐mentioned Award, subject to the terms of the Plan and of
this Agreement, all as of the day and year first above written.




                                                            By:
              
/s/ Landon Hilliard                                                   



                                                                                      Landon
Hilliard


 




                                                           
By:               
/s/ John P. Rathbone                                               



                                                                                      NORFOLK SOUTHERN CORPORATION