Norfolk Southern (NSC)

  Insurer:

Norfolk Southern Corporation

Format:

Rule 144A with Registration Rights

Rating:

Baa1 (stable) / BBB+ (stable) / BBB+ (stable)

Ranking:

Senior

Denominations:

U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof

Trade Date:

April 1, 2008

Settlement Date:

April 4, 2008 (T+ 3)

Joint Lead Managers:

Barclays Capital Inc.

Deutsche Bank Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

Co-Managers:

Mitsubishi UFJ Securities International plc

PNC Capital Markets LLC

SunTrust Robinson Humphrey, Inc.

2018 Notes:

Principal Amount:

U.S.$600,000,000

Maturity Date:

April 1, 2018

Public Offering Price:

99.723 %

Yield to Maturity:

5.787%

Spread:

+225 basis points

Benchmark Treasury:

T 3.5% due February 2018

Treasury Yield/Price:

3.537% / 99-22 

Coupon:

5.750%

Interest Payment Dates:

April 1 and October 1 commencing October 1, 2008   

Redemption Provisions:

Make Whole Call:

Any time at the greater of 100% or the make-whole amount at a discount rate equal to Treasury Rate +35 basis points

Change of Control:

Upon the occurrence of a Change of Control Repurchase Event, we will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase.

144A CUSIP#/ISIN#:

655844 AY4 /  US655844AY43

Reg S CUSIP#/ISIN#:

U65584 AA9 / USU65584AA99

This communication is intended for the sole use of the person to whom it is provided by us.

Norfolk Southern Corporation has prepared a preliminary offering memorandum, dated April 1, 2008 (the "Preliminary Offering Memorandum"), to which this communication relates.  Before you invest, you should read the Preliminary Offering Memorandum for more information concerning Norfolk Southern Corporation and the Notes.  Terms not otherwise defined herein shall have the meanings ascribed to them in the Preliminary Offering Memorandum.

The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").  The Notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act ("Rule 144A") and to certain persons in transactions outside the United States in reliance on Regulation S under the Securities Act ("Regulation S").  Prospective purchasers are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.