NORFOLK SOUTHERN CORP — Director's Dealing 2018

Aug 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2018-08-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-13	Common Stock	M	17407.0000	$62.7450	Acquired	63958.0000	Direct
2018-08-13	Common Stock	M	16670.0000	$75.1400	Acquired	80628.0000	Direct
2018-08-13	Common Stock	S	16670.0000	$171.7267	Disposed	63958.0000	Direct
2018-08-13	Common Stock	S	17407.0000	$171.7267	Disposed	46551.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-13	Option (right to buy, granted 2011)	$62.7450	M	17407.0000	Disposed	2021-01-26	Common Stock (17407.0000)	Direct
2018-08-13	Option (right to buy, granted 2012)	$75.1400	M	16670.0000	Disposed	2022-01-25	Common Stock (16670.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	154.0808	Indirect
Common Stock	8314.0000	Indirect
Common Stock	10150.0000	Indirect
Common Stock	39964.0000	Indirect

Footnotes

F1: 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).

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.72 to $171.80, inclusive.

F3: Excludes 8,314 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly.

F4: 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 13, 2018, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.

F5: Represents the shares held by an irrevocable trust established for the benefit of the reporting person's child, where the reporting person's spouse is the trustee. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.