NORFOLK SOUTHERN CORP — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2012-12-11

Reporting Person: SEALE DONALD W (Executive Vice President & CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-11	Common Stock	G	100	—	Disposed	82575	Direct
2012-12-11	Common Stock	G	200	—	Disposed	82375	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect
Common Stock	3121.6003	Indirect

Footnotes

F1: Excludes 100,000 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.

F2: Represents the approximate number of whole shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of December 11, 2012, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusteed 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.