NORFOLK SOUTHERN CORP — Director's Dealing 2016

Aug 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2016-08-29

Reporting Person: HIXON JAMES A (Exec. VP-Law & Corp. Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-29	Common Stock	M	1443.0000	$38.7050	Acquired	129074.0000	Direct
2016-08-29	Common Stock	S	1443.0000	$94.1555	Disposed	127631.0000	Direct
2016-08-30	Common Stock	M	8557.0000	$38.7050	Acquired	136188.0000	Direct
2016-08-30	Common Stock	S	8557.0000	$94.1500	Disposed	127631.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-29	Option (right to buy, granted 2009)	$38.7050	M	1443.0000	Disposed	2019-01-28	Common Stock (1443.0000)	Direct
2016-08-30	Option (right to buy, granted 2009)	$38.7050	M	8557.0000	Disposed	2019-01-28	Common Stock (8557.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8931.7579	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 August 30, 2016, 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).