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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-28	Common Stock	A	807.0000	$0.0000	Acquired	7781.5119	Direct
2021-01-28	Common Stock	M	500.0000	$0.0000	Acquired	8281.5119	Direct
2021-01-28	Common Stock	M	287.0000	$0.0000	Acquired	8568.5119	Direct
2021-01-28	Common Stock	M	253.0000	$0.0000	Acquired	8821.5119	Direct
2021-01-28	Common Stock	M	119.0000	$0.0000	Acquired	8940.5119	Direct
2021-01-28	Common Stock	F	34.0000	$239.7425	Disposed	8906.5119	Direct
2021-01-28	Common Stock	F	71.0000	$239.7425	Disposed	8835.5119	Direct
2021-01-28	Common Stock	F	80.0000	$239.7425	Disposed	8755.5119	Direct
2021-01-28	Common Stock	F	139.0000	$239.7425	Disposed	8616.5119	Direct
2021-01-28	Common Stock	F	225.0000	$239.7450	Disposed	8391.5119	Direct
2021-01-28	Common Stock	S	227.0000	$239.1000	Disposed	8164.5119	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	4090.0000	Acquired	2031-01-28	Common Stock (4090.0000)	Direct
2021-01-28	Restricted Stock Units	$	A	2490.0000	Acquired		Common Stock (2490.0000)	Direct
2021-01-28	Restricted Stock Units	$	M	119.0000	Disposed		Common Stock (119.0000)	Direct
2021-01-28	Restricted Stock Units	$	M	253.0000	Disposed		Common Stock (253.0000)	Direct
2021-01-28	Restricted Stock Units	$	M	287.0000	Disposed	2023-01-28	Common Stock (287.0000)	Direct
2021-01-28	Restricted Stock Units	$	M	500.0000	Disposed	2021-01-28	Common Stock (500.0000)	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.

F3: Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on August 16, 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 first of three installments.

F4: Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on April 25, 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 three annual installments beginning on the first anniversary of the grant date. This distribution represents the first of three installments.

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).