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NORFOLK SOUTHERN CORP Director's Dealing 2016

Aug 19, 2016

29951_dirs_2016-08-19_a4030a58-0f74-4464-8114-4019e2a4d80a.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: 2016-08-18

Reporting Person: STEWART MARTA R (EVP-Finance and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-08-18 Common Stock S 1502.0000 $91.5800 Disposed 10766.0000 Direct
2016-08-19 Common Stock S 1562.0000 $91.5398 Disposed 9204.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2781.4218 Indirect
Common Stock 17966.0000 Indirect
Common Stock 9847.0000 Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.53 to $91.5537, inclusive.

F2: 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 18, 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.