<p class=MsoNormal style="margin-top: 0; margin-bottom: 0" align="center"><b>NORFOLK
SOUTHERN CORPORATION</b></p>

<h2 style="margin-top: 0; margin-bottom: 0" align="center"><font size="3">EXECUTIVES' DEFERRED COMPENSATION PLAN</font></h2>
<h2 style="margin-top: 0; margin-bottom: 0" align="center"><b><font size="3">as amended
effective January 1, 2009</font></b></h2>
<p style="margin-top: 0; margin-bottom: 0" align="center"> </p>





<p class=MsoNormal><b><u>ARTICLE I.  NAME AND PURPOSE OF THE PLAN</u></b>.</p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>The name of the plan is the Norfolk
Southern Corporation Executives' Deferred Compensation Plan (the Plan), which
for deferrals on or after January 1, 2001, is the successor to the Norfolk
Southern Corporation Officers' Deferred Compensation Plan.  The purpose of the
Plan is to provide benefits to those officers of Norfolk Southern Corporation
(the Corporation) or a Participating Subsidiary who elect to participate in the
Plan.  </p>





<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><b><u>ARTICLE II.  DEFINITIONS</u></b>.</p>



<p class=MsoNormal><u>Account</u>.  The total of the amount of Deferrals by a
Participant together with Earnings as provided in Article V.  The Account shall
be utilized solely as a device for the measurement of amounts to be paid to the
Participant under the Plan.  The Account shall not constitute or be treated as
an escrow, trust fund, or any other type of funded account for ERISA or
Internal Revenue Code purposes and, moreover, contingent amounts credited
thereto shall not be considered "plan assets" for ERISA purposes.  The Account
merely provides a record of the bookkeeping entries relating to the contingent
benefits that the Corporation intends to provide to Participant and thus
reflects a mere unsecured promise to pay such amounts in the future.</p>



<p class=MsoNormal><u>Agreement</u>.  The "Deferral Agreement" between each
Participant and the Corporation.</p>



<p class=MsoNormal><u>Beneficiary</u>.  The person or persons designated as
Beneficiary pursuant to Article XII.</p>



<p class=MsoNormal><u>Board of Directors</u>.  The Board of Directors of the
Corporation.</p>



<p class=MsoNormal><u>Change in Control</u>.  A Change in Control occurs upon
any of the following circumstances or events:</p>



<p class=MsoNormal style='margin-left:.5in'>(1) The Corporation consummates a
merger or other similar control-type transaction or transactions (however
denominated or effectuated) with another Corporation or other Person (including
any "affiliate" or "associate" of any Person, all as defined in the Securities
Exchange Act of 1934, as amended, or any rules and regulations promulgated
thereunder) (Combination), and immediately thereafter less than eighty percent
(80%) of the combined voting power of the then-outstanding securities of such
corporation or Person is held in the aggregate by the holders of securities
entitled, immediately prior to such Combination, to vote generally in the
election of directors of the Corporation (Voting Stock); </p>



<p class=MsoNormal style='margin-left:.5in'>(2) The Corporation consummates any
stockholder-approved consolidation or dissolution (however denominated or
effectuated) pursuant to a recommendation of the Board of Directors;</p>



<p class=MsoNormal style='margin-left:.5in'>(3) At any time, Continuing
Directors (as herein defined) shall not constitute a majority of the members of
the Board of Directors ("Continuing Director" means (i) each individual who has
been a director of the Corporation for at least twenty-four consecutive months
before such time and (ii) each individual who was nominated or elected to be a
director of the Corporation by at least two thirds of the Continuing Directors
at the time of such nomination or election);</p>



<p class=MsoNormal style='margin-left:.5in'>(4) The Corporation sells all or
substantially all of its assets to any other corporation or other Person, and
less than eighty percent (80%) of the combined voting power of the
then-outstanding securities of such corporation or Person immediately after
such transaction is held in the aggregate by the holders of Voting Stock
immediately prior to such sale;</p>



<p class=MsoNormal style='margin-left:.5in'>(5) A report is filed on Schedule
13D or Schedule 14D-1 (or any successor schedule, form or report), pursuant to
the Securities Exchange Act of 1934, as amended, disclosing that any Person has
become the Beneficial Owner (any Person who, under the Securities Exchange Act
of 1934 or any rules or regulations promulgated thereunder, would be deemed
beneficially to own Voting Stock) of twenty (20) or more percent of the voting
power of Voting Stock; or</p>



<p class=MsoNormal style='margin-left:.5in'>(6) The Board of Directors
determines by a majority vote that, because of the occurrence, or the threat of
imminence of the occurrence, of another event or situation in import or effects
similar to the foregoing, those who have accepted an agreement providing
certain rights and benefits upon termination of employment following a Change
in Control are entitled to its protections.  </p>



<p class=MsoNormal>Notwithstanding the provisions of the foregoing, unless
otherwise determined in a specific case by majority vote of the Board of
Directors, a Change in Control for purposes of this Plan shall not be deemed to
have occurred solely because (a) the Corporation, (b) an entity of which the
Corporation is the direct or indirect Beneficial Owner of 50 or more percent of
the voting securities or (c) any Corporation-sponsored employee stock ownership
plan or any other employee benefit plan of the Corporation either files or
becomes obligated to file a report or a proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K, or Schedule 14A (or any successor
schedule, form or report or item therein) under the Exchange Act, disclosing
beneficial ownership by it of shares of Voting Stock, whether in excess of 20
percent or otherwise, or because the Corporation reports that a change in
control of the Corporation has or may have occurred or will or may occur in the
future by reason of such beneficial ownership.</p>



<p class=MsoNormal><u>Committee</u>.  The Compensation Committee of the Board
of Directors.</p>

<p class=MsoNormal><u>Compensation</u>.  The fixed salary payable in the form
of cash (including vacation pay) of the Participant before any reduction (1)
for pre-tax contributions to the Thrift and Investment Plan of Norfolk Southern
Corporation and Participating Subsidiary Companies, (2) for contributions to the
Pre-Tax Transportation Plan of Norfolk Southern Corporation and Participating
Subsidiary Companies, (3) for pre-tax contributions to the Norfolk Southern
Corporation Comprehensive Benefits Plan, and (4) for any deferrals under this
Plan.</p>



<p class=MsoNormal><u>Deferral</u>.  A Deferred Bonus and/or deferred
Compensation for each Plan Year which is "credited" to a Participant's Account.</p>



<p class=MsoNormal><u>Deferred Bonus</u>.  That amount set forth in the
Agreement which shall be deferred from a Participant's MIP incentive award (and
any other cash incentive award payable to participants in MIP) or EMIP
incentive award (and any other cash incentive award approved by the Board of
Directors and payable to participants in EMIP), or the bonus program of a
Participating Subsidiary, if the deferral of such incentive award or bonus
under the Plan is authorized by the Corporation.</p>



<p class=MsoNormal><u>Disability</u>.  A medically determinable physical or
mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months and which </p>



<p class=MsoNormal style='margin-left:1.0in;text-indent:-.5in'>(i)        
renders the Participant unable to engage in any substantial gainful
activity; or </p>

<p class=MsoNormal style='margin-left:1.0in;text-indent:-.5in'>(ii)        enables the Participant to be eligible for a disability benefit under
the Long-Term Disability Plan of Norfolk Southern Corporation and Participating
Subsidiaries, as amended from time to time, or under any such similar plan of a
Participating Subsidiary, provided that the Participant has received benefit
payments under such plan for a period of not less than 3 months.</p>



<p class=MsoNormal><u>Election Deadline</u>.  A date specified by the Plan
Administrator.</p>



<p class=MsoNormal><u>Eligible Employee</u>.  Any employee of the Corporation
or a Participating Subsidiary who is not covered by a collective bargaining
agreement and who is eligible to participate in the MIP, the EMIP, or any
authorized bonus program of a Participating Subsidiary.</p>

<p class=MsoNormal><u>EMIP</u>.  Norfolk Southern Corporation Executive
Management Incentive Plan or successor plan.</p>



<p class=MsoNormal><u>Hypothetical Investment Options</u>.  Investment funds or
benchmarks, as may be selected from time to time by the Plan Administrator,
made available to Participants solely for purposes of valuing Deferrals. </p>

<p class=MsoNormal><u>MIP</u>.  Norfolk Southern Corporation Management
Incentive Plan or successor plan.</p>



<p class=MsoNormal><u>Participant</u>. Any Eligible Employee of the Corporation
or a Participating Subsidiary who elects to make a Deferral under Article IV of
the Plan.</p>



<p class=MsoNormal><u>Participating Subsidiary</u>.  Each subsidiary or
affiliated company of the Corporation which adopts the Plan and is approved for
participation in the Plan as provided in Article XVIII.</p>



<p class=MsoNormal><u>Plan Administrator</u>.  The Vice President - Human
Resources of the Corporation, or the successor officer who performs substantially
similar duties.</p>



<p class=MsoNormal><u>Plan Year.</u>  Any calendar year during which deferrals
under this Plan are made.</p>



<p class=MsoNormal><u>Separation from Service</u>.  A Participant's "separation
from service" within the meaning of Section 409A of the Internal Revenue Code
and the regulations thereunder.</p>



<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><u>Trust</u>.  A grantor trust of the type commonly referred
to as a "rabbi trust" created to assist the Corporation and the Participating
Subsidiaries to accumulate assets that can be used to pay benefits under the
Plan.  </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>





<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><b><u>ARTICLE III.  ADMINISTRATION</u></b>.</p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>The Plan Administrator shall
administer, construe, and interpret this Plan and, from time to time, adopt
such rules and regulations and make such recommendations to the Committee
concerning Plan changes as are deemed necessary to ensure effective
implementation of this Plan.  The administration, construction, and
interpretation by the Plan Administrator may be appealed to the Committee, and
the decision of the Committee shall be final and conclusive, except that any
claim for benefits with respect to a Participant shall be subject to the claims
procedure set forth in Section 503 of the Employee Retirement Income Security
Act of 1974.  The Plan Administrator may correct errors and, so far as
practicable, may adjust any benefit or payment or credit accordingly.  Neither
the Plan Administrator nor any member of the Committee shall be liable for any
act done or determination made in good faith.</p>





<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"> </p>
<p class=MsoNormal style="margin-top: 0; margin-bottom: 0"><b><u>ARTICLE IV.  ELECTIONS</u></b>.</p>



<p class=MsoNormal style='text-indent:.5in'>(a)       
<u>Deferral Elections.</u> 
Any Eligible Employee shall be eligible to participate in the Plan.  A
Participant may elect to defer up to 25% of his monthly Compensation.  An
Eligible Employee who elects to become a Participant in the Plan and defer a
portion of his Compensation thereby consents to the reduction in his
Compensation as specified in the Agreement.  An Eligible Employee may elect to
defer, either in whole or in part, in increments of twenty-five percent (25%),
any eligible incentive bonus which may be awarded to him pursuant to MIP, EMIP
or any authorized bonus program of a Participating Subsidiary.  A Participant
who elects to defer any of his incentive bonus thereby consents to a reduction
in his bonus by the Deferred Bonus as specified in the Agreement.  </p>



<p class=MsoBodyTextIndent>            Any deferral election with respect to monthly
Compensation must be made in the manner prescribed by the Plan Administrator
and in no event later than the Election Deadline.  Any deferral election with
respect to a Deferred Bonus must be made in the manner prescribed by the Plan
Administrator and at the time specified in the plan under which the incentive
bonus is awarded, but in no event later than the Election Deadline.  If the
Participant fails to make an election prior to the Election Deadline, then the
Participant will not be eligible to defer his Compensation or any portion of
his incentive bonus earned during the Plan Year.    </p>

<p class=MsoBodyTextIndent>            (b)       
<u>Automatic
Cancellation of Deferral Election for 401(k) Hardship Withdrawal.</u>  If,
pursuant to Section 401(k) of the Internal Revenue Code and the regulations
thereunder, a Participant receives a hardship distribution from any 401(k) plan
sponsored by the Corporation or by any other employer required to be aggregated
with the Corporation under Section 414(b), (c), (m) or (o) of the Internal
Revenue Code, the Participant's deferral election in effect at the time of the
hardship withdrawal, if any, shall be cancelled prospectively so that no
further deferrals of monthly Compensation or incentive bonus shall occur during
the period that ends six (6) months after the receipt of the hardship distribution. 
A Participant whose deferral election is canceled pursuant to this Paragraph
(b) may elect to defer his monthly Compensation or his incentive bonus in the
amount and manner described in Paragraphs (a) and (d) of this Article IV. 
An election to defer monthly Compensation that is made pursuant to this
Paragraph (b) shall be effective only with respect to Compensation that is
earned after the expiration of the six-month period described in the first
sentence of this Paragraph. </p>

<p class=MsoBodyTextIndent>            (c)       
<u>Distribution Elections.</u>  No later
than the Election Deadline, the Participant must elect one of the following two
distribution options.  The Participant must elect to have the benefit
distributed (i) at the earlier of Separation from Service or Disability, or
(ii) at a distribution date which is the earliest of Separation from Service,
Disability, or a specified date at least five (5) years but not more than
fifteen (15) years after the Plan Year has ended (a "Specified Date").  If the
Participant elects to receive the benefit upon the earlier of Separation from
Service or Disability, he may elect to have the benefit distributed to him in
one lump sum or in annual installment payments over a period of five (5), ten
(10), or fifteen (15) years.  For purposes of Section 409A of the Internal
Revenue Code, a series of installment payments will be considered a single
payment.  Any benefit which a Participant elects to receive on the earliest of
Separation from Service, Disability, or a Specified Date will be distributed in
one lump sum.  If the Participant fails to elect the time and form of
distribution of his  Deferral before the Election Deadline, the Participant's
distribution will be made at the earlier of Separation from Service or
Disability in one lump sum.  If a distribution is being made due to Separation
from Service, to the extent the distribution is attributable to Deferrals of
amounts earned or vested after December 31, 2004, no distribution may be made
before the date which is six months after the date of Separation from Service. 
</p>



<p class=MsoBodyTextIndent>            (d)       
<u>Election Deadline</u>.  A Participant
must file a deferral election and distribution election for each year's
Deferral.  The Participant must make each election by the Election Deadline.   The
Election Deadline must satisfy the following requirements:</p>



<p class=MsoBodyTextIndent style='margin-left:.5in'>            (1)        <u>Performance-Based
Compensation</u>.  To the extent that an incentive bonus qualifies as "performance-based
compensation" as defined in Section 409A of the Internal Revenue Code, the
Election Deadline shall not be later than the date that is six months before
the end of the performance period, provided that no deferral election may be
made with respect to any portion of the compensation that has become readily
ascertainable.</p>



<p class=MsoBodyTextIndent style='margin-left:.5in'>            (2)        <u>Other
Compensation</u>.  For deferrals of Compensation or an incentive bonus that is
not described in subparagraphs (1), above, the Election Deadline shall be no
later than December 31 preceding the Plan Year in which begins the period of
service for which the Compensation or incentive bonus is earned.</p>



<p class=MsoBodyTextIndent style="margin-top: 0; margin-bottom: 0">            A Participant may change or revoke the deferral
election by filing a new election form with the Plan Administrator at any time before
the Election Deadline.  The Participant's deferral election and distribution
election in effect on the Election Deadline shall be irrevocable.  Until a
valid deferral election is made by an Eligible Employee, the Eligible Employee
shall be deemed to have elected to receive Compensation and any incentive bonus
on the regular payment date, without deferral.</p>



<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
<b><u>ARTICLE V.  EARNINGS
EQUIVALENT</u></b>.</p>



<p class=MsoNormal style='text-indent:.5in;page-break-after:avoid'>    (a)       <u>Adjustment
of Participant Accounts.</u>  Unless otherwise stated herein or determined by
the Board of Directors, an amount equivalent to earnings or losses ("Earnings")
shall accrue on or be deducted from all Deferrals in accordance with the
Participant's selection of Hypothetical Investment Options.  For purposes of
calculating the appropriate Earnings only, the Deferred Bonus is deemed to be
invested in the Hypothetical Investment Options on the date on which the
related incentive bonus is paid.  Earnings shall be determined based upon the
Hypothetical Investment Option(s) elected by the Participant.  If a Participant
does not elect Hypothetical Investment Options for the Deferrals, then Earnings
shall be determined based on such Hypothetical Investment Options as may be
designated by the Plan Administrator to apply in the absence of an election. 
Participants will be required to elect one or more Hypothetical Investment
Options at the time each Deferral election is made.  Participants will be
permitted at any time prior to the complete pay out of their Account balances
to elect to change their Hypothetical Investment Option(s) with respect to all
or part of their Account balances effective as soon as practicable following
such election.  The procedure for electing to change a Hypothetical Investment
Option(s) will be established by the Plan Administrator.  An election to change
a Hypothetical Investment Option for part of an Account balance must be made in
increments of 1% of the Account balance or a specified dollar amount.</p>
<p class=MsoNormal style='text-indent:.5in;page-break-after:avoid'>    While a Participant's Account does
not represent the Participant's ownership of, or any ownership interest in, any
particular assets, the Participant's Account shall be adjusted in accordance
with the Hypothetical Investment Options chosen by the Participant.  Any
Earnings generated under a Hypothetical Investment Option (such as interest and
cash dividends and distributions) shall be deemed to be reinvested in that
Hypothetical Investment Option.  All notional acquisitions and dispositions of
Hypothetical Investment Options which occur within a Participant's Account,
pursuant to the terms of the Plan, shall be deemed to occur at such times as
the Plan Administrator shall determine to be administratively feasible in its
sole discretion and the Participant's Account shall be adjusted accordingly.  In
the event of a Change in Control, the practices and procedures for determining
any Earnings credited to any Participants' Accounts following a Change in
Control shall be made in a manner no less favorable to Participants than the
practices and procedures employed under the Plan, or otherwise in effect, as of
the date of the Change in Control.  </p>



<p class=MsoNormal style='text-indent:.5in'>    In lieu of an entitlement to
receive payments under the terms of this Plan, in the event of a Change in
Control, any deferred compensation equivalent payment made pursuant to a Change
in Control Agreement that was entered into before such Change in Control shall
be determined by projecting the Earnings a Participant would have received had
the Participant worked until normal retirement age at age 65 or, if greater,
had the Participant retired on his or her Termination Date (as defined in the
applicable Change in Control Agreement).  The rate of return<b> </b>for such
projected Earnings shall be determined in accordance with the schedule below,
based on the Participant's age immediately preceding the Termination Date, and
shall be applied to the Participant's Account balance on the Termination Date
(as defined in the applicable Change in Control Agreement):</p>



<table class=MsoTableGrid border=0 cellspacing=0 cellpadding=0
 style='margin-left:185.4pt;border-collapse:collapse'>
 <tr>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'><u>Age</u></p>
  </td>
  <td width=96 valign=top style='width:1.0in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'><u>Rate</u></p>
  </td>
 </tr>
 <tr>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=96 valign=top style='width:1.0in;padding:0in 5.4pt 0in 5.4pt'>

  </td>
 </tr>
 <tr>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=right style='text-align:right'>up to 45</p>
  </td>
  <td width=96 valign=top style='width:1.0in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'> 7%</p>
  </td>
 </tr>
 <tr>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=right style='text-align:right'>45-54</p>
  </td>
  <td width=96 valign=top style='width:1.0in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>10%</p>
  </td>
 </tr>
 <tr>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=right style='text-align:right'>55-60</p>
  </td>
  <td width=96 valign=top style='width:1.0in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>11%</p>
  </td>
 </tr>
 <tr>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=right style='text-align:right'>over 60</p>
  </td>
  <td width=96 valign=top style='width:1.0in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>12%</p>
  </td>
 </tr>
</table>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>   </p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>     (b)       <u>Vesting</u>.  The
Participant shall at all times be one hundred percent (100%) vested in his or
her Account, as well as in any appreciation (or depreciation) specifically
attributable to such Account due to Earnings.</p>





<h1 style="margin-top: 0; margin-bottom: 0"> </h1>
<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE VI.  BENEFITS</font></u></h1>



<p class=MsoNormal style='text-indent:.5in'><b>     </b>(a) <u>Distribution at the
Earlier of Separation from Service or Disability</u>: For each Deferral for
which the Participant elected to have the benefit distributed in this manner,
the Participant shall be paid the amount in his or her Account either in a lump
sum or in installments as the Participant elected at the time of Deferral.  </p>



<p class=MsoNormal style='text-indent:.5in'>    For lump sum distributions, except
as provided in the following sentence, the Participant shall be paid on the
first day of the calendar year following Separation from Service or Disability,
the portion of his or her Account which is attributable to Deferrals for which
the Participant elected lump sum distribution at Separation from Service or
Disability.  If the Participant defers an incentive bonus and Separates from
Service or becomes Disabled in the year before the year such incentive bonus
would be paid in the absence of such deferral, then the lump sum distribution
with respect to such bonus shall be paid on the first day of the second calendar
year following the Separation from Service or Disability.  Notwithstanding the
foregoing, if a distribution is being made due to Separation from Service, to
the extent the amount in a Participant's Account is attributable to Deferrals
of amounts earned or vested after December 31, 2004, and related earnings
thereon, the distribution shall be made on the later of the date which is six
months after the date of Separation from Service or the applicable date
specified in the first two sentences of this paragraph. </p>

<p class=MsoNormal style='text-indent:.5in'>    For distributions other than lump
sum distributions, except as provided in the following sentence, payments shall
commence on the first day of the calendar year following such Separation from
Service or Disability and shall be made in annual installments on January 1 of
each year for each applicable Deferral over the elected pay out period for that
Deferral.   If the Participant defers an incentive bonus and Separates from
Service or becomes Disabled in the year before the year such incentive bonus
would be paid in the absence of such deferral, then the installment payments
with respect to such bonus shall commence on the first day of the second
calendar year following the Separation from Service or Disability, and shall be
made in annual installments on January 1 of each year thereafter over the
elected pay period for that Deferral.  Notwithstanding the foregoing, if a
distribution is being made due to Separation from Service, to the extent the
amount in a Participant's Account is attributable to Deferrals of amounts
earned or vested after December 31, 2004, and related earnings thereon, the
initial distribution shall be made on the later of the date which is six months
after the date of Separation from Service or the applicable date specified in
the first two sentences of this paragraph. </p>
<p class=MsoNormal style='text-indent:.5in' align="left">    The annual
installment payment for each applicable Deferral shall be an amount equal to
the remaining balance in the Participant's Account for the Deferral, valued at
the end of the calendar year preceding the installment payment, divided by the
remaining number of annual payments not yet distributed for that Deferral.  </p>



<p class=MsoNormal style='text-indent:.5in'>    (b) <u>Distribution at the Earliest
of Separation from Service, Disability or a Specified Date</u>: For each
Deferral for which the Participant elected to have the benefit distributed on
the earliest of Separation from Service, Disability, or a Specified Date,
except as provided in the following sentence, the Participant shall be paid the
amount in his or her Account for that Deferral in a lump sum on the first
business day after the earliest of the Specified Date, Separation from Service,
or Disability.  If the Participant defers an incentive bonus and elects to have
the benefit distributed at the earliest of Separation from Service, Disability
or a Specified Date, and the Participant Separates from Service or becomes
Disabled in the year before the year such incentive bonus would be paid in the
absence of such deferral, then the lump sum distribution with respect to such
bonus shall be made on the first day of the second calendar year following the
Separation from Service or Disability.  If a distribution is being made due to
Separation from Service, to the extent the amount in a Participant's Account is
attributable to Deferrals earned after December 31, 2004, the distribution
shall be made on the date which is six months after the date of Separation from
Service.</p>

<p class=MsoNormal style='text-indent:.5in'>    (c) <u>Death</u>: If a Participant
dies either while in active service or after Separation from Service or
Disability, the Corporation shall pay the amount of the Participant's Account
to the Participant's Beneficiary in a single lump sum on the first day of the
calendar month following the date of death.</p>

<p class=MsoNormal style='margin-top:12.0pt;text-indent:.5in'>    (d) <u>Lump Sum
or Other Settlement</u>: Notwithstanding the foregoing provisions of this
Article VI, the Committee, in its sole discretion, may authorize and direct the
Corporation to distribute the amount in a Participant's Account in a lump sum
or over a period other than that provided for in this Article VI, and to charge
such payments against the Participant's Account.  Such accelerated distribution
may be made only in the event of an unforeseeable financial emergency resulting
from an illness or accident of the Participant, the Participant's spouse, the
Participant's Beneficiary, or a dependent (as defined in Section 152 of the
Internal Revenue Code, without regard to section 152(b)(1), (b)(2) or
(d)(1)(B)) of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.  Such an
accelerated distribution shall be permitted only to the extent that the
financial emergency is not and may not be relieved by reimbursement or
compensation from insurance or otherwise, by liquidation of the Participant's
assets (to the extent the liquidation would not cause severe financial
hardship), or by the cessation of deferrals under the Plan, and only in an
amount reasonably necessary to satisfy the financial emergency; provided, that
all amounts due to a Participant or Beneficiary under this Plan shall in all
events be paid to the Participant or Beneficiary by the end of the appropriate
period referred to in this Article VI.  No Participant or Beneficiary who is
also a member of the Committee shall participate in any decision of the
Committee to make accelerated payments under this Article VI.  </p>

<p class=MsoNormal style='margin-top:0;text-indent:.5in; margin-bottom:0'>    (e) <u>Administrative
Adjustments in Payment Date.  </u>A payment is treated as being made on the
date when it is due under the Plan if the payment is made on the due date
specified by the Plan, or on a later date that is either (i) in the same
calendar year (for a payment whose specified due date is on or before September
30), or (ii) by the 15<sup>th</sup> day of the third calendar month following
the date specified by the Plan (for a payment whose specified due date is on or
after October 1).  A payment is also treated as being made on the date when it
is due under the Plan if the payment is made not more than 30 days before the
due date specified by the Plan, provided that a payment that is delayed until
six months after the Participant's Separation from Service shall not be made
earlier than such date.  A Participant or Beneficiary may not, directly or
indirectly, designate the taxable year of a payment made in reliance on the
administrative rules in this paragraph.<u> </u></p>





<h1 style="margin-top: 0; margin-bottom: 0"> </h1>
<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE VII.  NATURE AND SOURCE OF PAYMENTS</font></u></h1>



<p class=MsoNormal style='text-indent:.5in'>    The obligation to pay benefits
under Article VI with respect to each Participant shall constitute a liability
of the Corporation to the Participant and, after the Participant's death, to
any Beneficiaries in accordance with the terms of the Plan. The Corporation may
establish one or more Trusts within the United States to which the Corporation
may transfer such assets as the Corporation determines in its sole discretion
to assist in meeting its obligations under the Plan.  The provisions of the
Plan and the Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan.  While the Corporation generally reserves
the right to establish or fund any Trust at any time, it shall not fund such
Trust in connection with an adverse change in the financial health of the
Corporation or a Participating Subsidiary to the extent that such funding would
not comply with the requirements of Section 409A of the Internal Revenue Code.
The provisions of the Trust shall govern the rights of the Corporation,
Participants and the creditors of the Corporation to the assets transferred to
the Trust.  The Corporation's obligations under the Plan may be satisfied with
Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Corporation's obligations under this Plan.  </p>



<p class=MsoBodyTextIndent style="margin-top: 0; margin-bottom: 0">                Participants and Beneficiaries shall stand in the
position of unsecured creditors of the Corporation, the Plan constitutes a mere
promise by the employer to make benefit payments in the future, and all rights
hereunder and under any Trust are subject to the claims of creditors of the
Corporation.  </p>





<h1 style="margin-top: 0; margin-bottom: 0"> </h1>
<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE VIII.  EXPENSES OF ADMINISTRATION</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    All expenses of administering the
Plan shall be borne by the Corporation, and no part thereof shall be charged
against the benefit of any Participant, except the costs of the Hypothetical
Investment Options, which shall be charged against the value of Deferrals
measured against those funds. </p>





<h1 style="margin-top: 0; margin-bottom: 0"> </h1>
<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE IX.  AMENDMENT TO AND TERMINATION OF PLAN</font></u></h1>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    The Corporation reserves the right
at any time through written action of its chief executive officer or 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 his Beneficiary of any rights
hereunder theretofore legally accrued, and no such termination shall be
effective for the year in which such resolution is adopted.  In no event shall
a termination of the Plan accelerate the distribution of amounts deferred under
the Plan in calendar year 2005 and succeeding years, except to the extent
permitted in regulations or other guidance under Section 409A of the Internal
Revenue Code and expressly provided in the resolution terminating the Plan.  </p>



<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='page-break-after:avoid; margin-top:0; margin-bottom:0'>
<b><u>ARTICLE X.
RECALCULATION EVENTS</u></b><u> </u></p>

<p class=MsoNormal style='text-indent:.5in;page-break-after:avoid; margin-top:0; margin-bottom:0'>    </p>
<p class=MsoNormal style='text-indent:.5in;page-break-after:avoid; margin-top:0; margin-bottom:0'>    The
Corporation's commitment to accrue and pay Earnings as provided in Article V
may be facilitated by the purchase of corporate-owned life insurance on the
lives of eligible Participants.  If the Board of Directors, 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 the Corporation to recover the cost of
providing the benefits otherwise payable under the Plan, then, if the Board of
Directors so elects, a Recalculation Event shall be deemed to have occurred.  If
a Recalculation Event occurs, then Earnings shall be recalculated and restated
using a lower rate of Earnings determined by the Board of Directors, but which
shall be not less than the lesser of one half (½)
the rate of Earnings provided for in Article V or 7%. </p>
<p class=MsoNormal style='text-indent:.5in;page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='text-indent:.5in;page-break-after:avoid; margin-top:0; margin-bottom:0'> </p>





<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XI.  GOVERNING LAW</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    This Plan and the Agreements are
subject to the laws of the Commonwealth of Virginia.</p>





<h1 style="margin-top: 0; margin-bottom: 0"> </h1>
<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XII.  DESIGNATION OF BENEFICIARY</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    For the purpose of this Plan, a
Beneficiary shall be either (1) the named Beneficiary of the Participant in the
Norfolk Southern Corporation Officers Deferred Compensation Plan or
Beneficiaries subsequently designated as hereinafter provided for by the
Participant, or (2) in the absence of any such designation, his or her estate. 
A Participant may designate both primary and contingent 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 the Corporation,
signed by the Participant and filed with the Office of the Plan Administrator
prior to the death of such Participant.  Any such designation, change or
revocation shall not invalidate any cash payment made or other action taken by
the Corporation pursuant to the Plan prior to its receipt by the Corporation. 
The determination by the Corporation of a Beneficiary or Beneficiaries, or the
identity thereof, or evidence satisfactory to the Corporation shall be
conclusive as to the liability of the Corporation and any payment made in
accordance therewith shall discharge the Corporation of all its obligations
under the Plan for such payment.</p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>





<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XIII.  SUCCESSORS, MERGERS, CONSOLIDATIONS</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    The terms and conditions of this
Plan and each Agreement shall inure to the benefit of and bind the Corporation,
the Participants, their successors, assigns, and personal representatives.  If
substantially all the assets of the Corporation are acquired by another
corporation or entity or if the Corporation is merged into, or consolidated
with, another corporation or entity, then the obligations created hereunder and
as a result of the Corporation's acceptance of Agreements shall be obligations
of the successor corporation or entity.</p>





<h1 style="margin-top: 0; margin-bottom: 0"> </h1>
<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XIV.  WITHHOLDING FOR TAXES</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    The Participant agrees as a
condition of participation hereunder that the Corporation may withhold
applicable Federal, State, and local income taxes and Social Security,
Medicare, or Railroad Retirement taxes from any distribution or benefit paid
hereunder.</p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>





<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XV.  NON-ALIENATION OF BENEFITS</font></u></h1>



<p class=MsoNormal style='text-indent:.5in'>    No benefit under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt at such shall be void; nor shall
any such benefit be in any way subject to the debts, contracts, liabilities,
engagements, or torts of the person who shall be entitled to such benefit; nor
shall it be subject to attachment or legal process for or against such person.</p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>





<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XVI.  FACILITY OF PAYMENT</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    If the Plan Administrator shall
find that any individual to whom any amount is payable under the Plan is unable
to care for his affairs because of illness or accident, or is a minor or other
person under legal disability, any payment due such individual (unless a prior
claim therefore shall have been made by a duly appointed guardian, committee,
or other legal representative) may be paid to the spouse, a child, a parent, or
a brother or sister of such individual or to any other person deemed by the
Plan Administrator to have incurred expenses of such individual, in such manner
and proportions as the Plan Administrator may determine.  Any such payment
shall be a complete discharge of the liabilities of the Corporation with
respect thereto under the Plan or the Agreement.</p>

<h1 style="margin-top: 0; margin-bottom: 0"> </h1>
<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XVII.  CONTINUED EMPLOYMENT</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    Nothing contained herein or in an
Agreement shall be construed as conferring upon any Participant the right nor
imposing upon him the obligation to continue in the employment of the
Corporation or a Participating Subsidiary in any capacity.</p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>





<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XVIII.  PARTICIPATION BY SUBSIDIARY COMPANIES</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    Conditional upon prior approval by
the Corporation, any company which is a subsidiary of or affiliated with the
Corporation may adopt and participate in this Plan as a Participating
Subsidiary.  Each Participating Subsidiary shall make, execute and deliver such
instruments as the Corporation and/or Plan Administrator shall deem necessary
or desirable, and shall constitute the Corporation and/or the Plan
Administrators as its agents to act for it in all transactions in which the
Corporation and/or the Plan Administrators believe such agency will facilitate
the administration of this Plan.</p>





<h1 style="margin-top: 0; margin-bottom: 0"> </h1>
<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XIX.  MISCELLANEOUS</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    Whenever used in the Plan, words in
the masculine form shall be deemed to refer to females as well as to males, and
words in the singular or plural shall be deemed to refer also to the plural or
singular, respectively, as the context may require.</p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>





<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XX.  STATUS OF PLAN</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>

<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    The Plan is intended to be a plan
that is not qualified within the meaning of Section 401(a) of the Internal
Revenue Code and that "is unfunded and is maintained by an employer primarily
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees" within the meaning of ERISA.  The
Plan shall be administered and interpreted to the extent possible in a manner
consistent with that intent.  All Participant Accounts and all credits and
other adjustments to such Participant Accounts shall be bookkeeping entries
only and shall be utilized solely as a device for the measurement and
determination of amounts to be paid under the Plan.  No Participant Accounts,
Earnings, credits or other adjustments under the Plan shall be interpreted as
an indication that any benefits under the Plan are in any way funded.</p>





<h1 style="margin-top: 0; margin-bottom: 0"> </h1>
<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XXI.  EFFECTIVE DATE</font></u></h1>
<p style="margin-top: 0; margin-bottom: 0"> </p>



<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'>    The effective date of the Plan is
January 1, 2001.  The Plan, as hereby amended and restated, is effective with
respect to amounts that were not earned and vested (within the meaning of Section
409A of the Internal Revenue Code) before January 1, 2005, and any earnings on
such amounts.  Amounts earned and vested (within the meaning of Section 409A of
the Internal Revenue Code) before January 1, 2005, and earnings on such amounts
(collectively, "Grandfathered Amounts"), remain subject to the terms of the
Plan as in effect on October 3, 2004.  For recordkeeping purposes, the Corporation
will account separately for Grandfathered Amounts.</p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>
<p class=MsoNormal style='text-indent:.5in; margin-top:0; margin-bottom:0'> </p>





<h1 style="margin-top: 0; margin-bottom: 0"><u><font size="3">ARTICLE XXII.  INTERNAL REVENUE CODE SECTION 409A</font></u></h1>



<p class=MsoNormal style='text-indent:.5in'>    The Plan is intended, and shall be
construed, to comply with the requirements of Section 409A of the Internal
Revenue Code.  The Corporation does not warrant that the Plan will comply with
Section 409A of the Internal Revenue Code with respect to any Participant or
with respect to any payment, however.  In no event shall the Corporation, its
officers, directors, employees, parents, subsidiaries (including Participating
Subsidiaries), or affiliates be liable for any additional tax, interest, or
penalty incurred by a Participant or Beneficiary as a result of the Plan's
failure to satisfy the requirements of Section 409A of the Internal Revenue Code,
or as a result of the Plan's failure to satisfy any other applicable
requirements for the deferral of tax.</p>





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