NORFOLK SOUTHERN CORP — Director's Dealing 2012

Dec 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2012-12-10

Reporting Person: BUSH WESLEY G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-10	Deferred Stock Units - Dir. Def. Fee Plan	$	A	5.3905	Acquired		Common Stock (5.3905)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3066.3121	Direct

Footnotes

F1: Includes 66.3121 shares of Common Stock acquired by the reporting person as a result of participating in the Norfolk Southern Corporation Dividend Reinvestment Plan.

F2: Reports the number of deferred stock units credited to the reporting person's account in the Norfolk Southern Corporation Directors' Deferred Fee Plan in the form of a deemed reinvestment of dividends on deferred stock units held under the plan, calculated on the basis of the market value of the company's common stock on the dividend payment date. These units ultimately will be satisfied in cash, not in shares of common stock upon the reporting person's retirement or at such other time as may be elected under the terms of the plan.