NORFOLK SOUTHERN CORP — Director's Dealing 2014

Nov 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2014-11-13

Reporting Person: SEALE DONALD W (Exec. V.P. and CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-13	Common Stock	M	2583.0000	$38.7050	Acquired	197440.0000	Direct
2014-11-13	Common Stock	M	2093.0000	$47.7600	Acquired	199533.0000	Direct
2014-11-14	Common Stock	G	261.0000	$0.0000	Disposed	199272.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-13	Option (right to buy, granted 2009)	$38.7050	M	2583.0000	Disposed	2019-01-28	Common Stock (2583.0000)	Direct
2014-11-13	Option (right to buy, granted 2010)	$47.7600	M	2093.0000	Disposed	2020-01-28	Common Stock (2093.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21.5396	Indirect

Footnotes

F1: 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 November 14, 2014, 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.

F2: Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan).