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NORFOLK SOUTHERN CORP Director's Dealing 2021

Dec 17, 2021

29951_dirs_2021-12-17_0879dca2-83b9-434c-b103-6f6c0e208f9b.zip

Director's Dealing

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SEC Form 3/A — Form 3/A

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2021-12-01

Reporting Person: Elkins Claude E (EVP & Chief Marketing Officer)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 243.0000 Direct
Common Stock 122.7810 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option (right to buy, granted 2015) $104.2300 2025-01-26 Common Stock (1610.0000) Direct
Option (right to buy, granted 2016) $70.3200 2026-01-27 Common Stock (1230.0000) Direct
Option (right to buy, granted 2017) $120.2500 2027-01-25 Common Stock (1300.0000) Direct
Restricted Stock Units $ 2022-01-25 Common Stock (165.0000) Direct
Restricted Stock Units $ 2022-01-26 Common Stock (290.0000) Direct
Restricted Stock Units $ 2023-01-28 Common Stock (576.0000) Direct
Restricted Stock Units $ 2025-01-28 Common Stock (990.0000) Direct
Restricted Stock Units $ 2022-01-30 Common Stock (115.0000) Direct
Restricted Stock Units $ 2024-01-30 Common Stock (668.0000) Direct

Footnotes

F1: At its meeting on December 1, 2021, the Corporation's Board of Directors elected the reporting person to his current position and designated him an "Executive Officer" for purposes of Section 16, effective December 1, 2021. Accordingly, this Form 3 reports the reporting person's direct and indirect holdings of Common Stock and derivative securities on the effective date of his designation.

F2: Employee stock options (right to buy) granted under the Norfolk Southern Corporation Long-Term Incentive Plan.

F3: Reports the total number of Restricted Stock Units granted to the reporting person under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These units will ultimately be satisfied in shares of Norfolk Southern Corporation Common Stock.

F4: These Units will vest ratably in two annual installments.

F5: These Units will vest ratably in four annual installments.

F6: These Units will vest ratably in three annual installments.