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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-28	Common Stock	A	27987.0000	$0.0000	Acquired	73283.0000	Direct
2021-01-28	Common Stock	M	12800.0000	$0.0000	Acquired	86083.0000	Direct
2021-01-28	Common Stock	M	2982.0000	$0.0000	Acquired	89065.0000	Direct
2021-01-28	Common Stock	F	1275.0000	$239.7425	Disposed	87790.0000	Direct
2021-01-28	Common Stock	F	5308.0000	$239.7425	Disposed	82482.0000	Direct
2021-01-28	Common Stock	F	11965.0000	$239.7450	Disposed	70517.0000	Direct

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	20730.0000	Acquired	2031-01-28	Common Stock (20730.0000)	Direct
2021-01-28	Restricted Stock Units	$	A	9000.0000	Acquired		Common Stock (9000.0000)	Direct
2021-01-28	Restricted Stock Units	$	M	2982.0000	Disposed		Common Stock (2982.0000)	Direct
2021-01-28	Restricted Stock Units	$	M	12800.0000	Disposed	2021-01-28	Common Stock (12800.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	163.8954	Indirect
Common Stock	38992.0000	Indirect
Common Stock	21636.9230	Indirect
Common Stock	21636.9230	Indirect

Footnotes

F1: 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 January 28, 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.

F2: Represents shares held by irrevocable trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of the trust. The reporting person has no pecuniary interest or investment control over these shares.

F3: 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).

F4: 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.

F5: 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, 2019, 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 second of four installments.

F6: Represents shares earned by the reporting person that were originally granted as restricted stock units on January 28, 2016, under the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan).