NORFOLK SOUTHERN CORP — Director's Dealing 2015

Jun 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2015-06-10

Reporting Person: LEER STEVEN F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-10	Deferred Stock Units - Dir. Def. Fee Plan	$	A	208.2072	Acquired		Common Stock (208.2072)	Direct
2015-06-10	Restricted Stock Units	$	A	409.2628	Acquired		Common Stock (409.2628)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000.0000	Direct

Footnotes

F1: 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.

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.