X0306 4 2019-01-28 0000702165 NORFOLK SOUTHERN CORP NSC 0001305086 Squires James A THREE COMMERCIAL PLACE NORFOLK VA 23510 1 1 Chairman, President and CEO Common Stock 2019-01-28 4 A 0 58859.0000 0.0000 A 108613.0000 D Common Stock 2019-01-28 4 F 0 25163.0000 164.4400 D 83450.0000 D Common Stock 157.7549 I By 401(k) Plan Common Stock 5892.0000 I By GRATs Common Stock 10150.0000 I By Irrevocable Trust Common Stock 34886.0000 I By Spouse Option (right to buy, granted 2019) 164.4400 2019-01-28 4 A 0 25820.0000 A 2023-01-28 2029-01-27 Common Stock 25820.0000 25820.0000 D Restricted Stock Units 2019-01-28 4 A 0 11930.0000 A 2020-01-28 2020-01-28 Common Stock 11930.0000 11930.0000 D 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). Excludes 5,892 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, 2019, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices. Represents the shares held by an irrevocable trust established for the benefit of the reporting person's child, where the reporting person's spouse is the trustee. The reporting person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of theses securities for purposes of Section 16 or for any other purpose. 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, 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 will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. Denise W. Hutson via P.O.A. for James A. Squires 2019-01-30