NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN FORM OF 2005 PERFORMANCE SHARE UNIT AWARD

NORFOLK SOUTHERN CORPORATION
LONG-TERM INCENTIVE PLAN
FORM OF 2005 PERFORMANCE SHARE UNIT AWARD

Pursuant to the authority granted under the Norfolk Southern Corporation Long-Term Incentive Plan ("Plan") and in accordance with its terms, the Committee approved the future award of Performance Share Units in 2005 under the Plan, to such Participants and in such amounts as may be determined by the Committee, payable one half in cash and one half in shares of Common Stock of Norfolk Southern Corporation.  The award of Performance Share Units shall entitle Participants to Performance Shares (or cash in lieu thereof) upon the Corporation's achievement of performance goals established by the Committee at the time of grant for three equally weighted performance criteria: (a) the Corporation's total stockholder return as compared to the S&P 500 Index; (b) the Corporation's operating ratio; and (c) the Corporation's return on average capital invested. 

If the Participant