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NORFOLK SOUTHERN CORP Director's Dealing 2016

Aug 31, 2016

29951_dirs_2016-08-31_80604df8-f79e-4c43-affb-7536a0fbd677.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: 2016-08-30

Reporting Person: Squires James A (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-08-30 Common Stock G 700.0000 $0.0000 Disposed 44967.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 149.8861 Indirect
Common Stock 20799.0000 Indirect
Common Stock 48979.0000 Indirect

Footnotes

F1: Excludes 20,799 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.

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 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.