NORFOLK SOUTHERN CORP — Director's Dealing 2015

Jan 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2015-01-27

Reporting Person: BELL THOMAS D JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-27	Restricted Stock Units	$	A	1440.0000	Acquired		Common Stock (1440.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000.0000	Direct

Footnotes

F1: Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 27, 2015, specified under the terms of an award agreement under the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These units ultimately will be settled in Common Stock of Norfolk Southern Corporation following such Eligible Director's termination of service or death.