NORFOLK SOUTHERN CORP — Director's Dealing 2021

Feb 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2020-05-27

Reporting Person: Shaw Alan H. (EVP & Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-27	Common Stock	M	1593.0000	$62.7450	Acquired	22670.0000	Direct
2020-05-27	Common Stock	F	545.0000	$183.4950	Disposed	22278.0000	Direct
2021-02-01	Common Stock	S	43.0000	$239.5779	Disposed	0.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-27	Option (right to buy, granted 2011)	$62.7450	M	1593.0000	Disposed	2021-01-26	Common Stock (1593.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1752.7048	Indirect

Footnotes

F1: This indirect holding was inadvertenly omitted from previous filings.

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 February 1, 2021, 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.

F3: 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).