X0303 4 2009-01-27 0000702165 NORFOLK SOUTHERN CORP NSC 0001186078 SEALE DONALD W THREE COMMERCIAL PLACE NORFOLK VA 23510 0 1 0 0 Exec. V.P. and CMO Common Stock 2009-01-27 4 M 0 10000 A 133420 D Common Stock 2009-01-27 4 D 0 10000 36.57 D 123420 D Common Stock 2009-01-29 4 A 0 8720 A 132140 D Common Stock 2828 I By 401(k) Plan Option (right to buy) granted 2009 38.705 2009-01-29 4 A 0 37000 A 2013-01-29 2019-01-28 Common Stock 37000 37000 D Restricted Stock Units 2009-01-27 4 M 0 10000 D Common Stock 10000 30400 D Restricted Stock Units 2009-01-29 4 A 0 9900 A 2014-01-29 2014-01-29 Common Stock 9900 40300 D Reports cash payment to the reporting person for restricted stock units, under the terms of the Norfolk Southern Corporation Restricted Stock Unit Plan, exempt under Section 16(b), based on the Fair Market Value of the Common Stock on January 27, 2009. Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive Plan (a Rule 16b-3 plan). 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 29, 2009, 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. Reports the grant to the reporting person of an option to purchase 37,000 shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a Rule 16b-3 plan). Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 29, 2009, 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 satisfied in Common Stock on January 29, 2014. H. D. McFadden, via P.O.A. for D. W. Seale 2009-02-02