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NORFOLK SOUTHERN CORP Director's Dealing 2012

Mar 13, 2012

29951_dirs_2012-03-13_3a272311-1c2f-4189-8c6a-dba4e7c666e5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2012-03-10

Reporting Person: REASON J PAUL (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-03-10 Restricted Stock Units $ A 290.1557 Acquired Common Stock (290.1557) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3642.4013 Direct

Footnotes

F1: Includes 542.4013 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 restricted stock units credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments on restricted 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 common stock upon the reporting person's termination of service or death.