NORFOLK SOUTHERN CORP — Director's Dealing 2021

Feb 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORFOLK SOUTHERN CORP (NSC)
CIK: 0000702165
Period of Report: 2021-01-28

Reporting Person: Sanborn Cynthia M (EVP & Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-28	Option (right to buy, granted 2021)	$241.7900	A	5150.0000	Acquired	2031-01-28	Common Stock (5150.0000)	Direct
2021-01-28	Restricted Stock Units	$	A	3130.0000	Acquired		Common Stock (3130.0000)	Direct

Footnotes

F1: Reports the grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 16b-3 plan).

F2: Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 28, 2021, 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.