NORFOLK SOUTHERN CORP — Director's Dealing 2021

Feb 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2021-02-01

Reporting Person: Adams Ann A (EVP-Chief Transform. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Common Stock	M	545.0000	$0.0000	Acquired	8709.5119	Direct
2021-02-01	Common Stock	F	152.0000	$239.5150	Disposed	8557.5119	Direct
2021-02-01	Common Stock	S	1417.0000	$239.0000	Disposed	7140.5119	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-01	Restricted Stock Units	$	M	545.0000	Disposed		Common Stock (545.0000)	Direct

Footnotes

F1: Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2020, 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 ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the first of four installments.