X0306 4 2016-01-28 0000702165 NORFOLK SOUTHERN CORP NSC 0001305174 Manion Mark D THREE COMMERCIAL PLACE NORFOLK VA 23510 1 Exec. Vice President & COO Common Stock 2016-01-28 4 A 0 15540.0000 0.0000 A 38051.0000 D Common Stock 2016-01-28 4 F 0 5781.0000 70.3200 D 32270.0000 D Common Stock 6381.1337 I By 401(k) Plan Common Stock 30576.0000 I By GRATs Option (right to buy, granted 2016) 70.3200 2016-01-28 4 A 0 35140.0000 A 2020-01-28 2026-01-27 Common Stock 35140.0000 35140.0000 D Restricted Stock Units 2016-01-28 4 A 0 4270.0000 A 2021-01-28 2021-01-28 Common Stock 4270.0000 4270.0000 D Respresents 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) Excludes 30,576 shares which remain held indirectly in grantor retained annuity trusts (GRATs), previously held directly. 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, 2016, 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 shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 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 28, 2016, 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 on January 28, 2021. Denise W. Hutson via P.O.A. for Mark D. Manion 2016-02-01