X0306 4 2019-04-25 0000702165 NORFOLK SOUTHERN CORP NSC 0001305086 Squires James A THREE COMMERCIAL PLACE NORFOLK VA 23510 1 1 Chairman, President and CEO Common Stock 2019-04-25 4 M 0 1432.0000 69.8300 A 81132.0000 D Common Stock 2019-04-25 4 F 0 491.0000 204.0600 D 80641.0000 D Common Stock 156.1570 I By 401(k) Plan Common Stock 5892.0000 I By GRATs Common Stock 31136.0000 I By Spouse Common Stock 5123.9750 I By the E.H. Squires Irrevocable Trust Common Stock 5123.9750 I By the M.O. Squires Irrevocable Trust Option (right to buy, granted 2013) 69.8300 2019-04-25 4 M 0 1432.0000 D 2017-01-24 2023-01-23 Common Stock 1432.0000 22568.0000 D Excludes 5,892 shares which remain held indirectly in a grantor retained annuity trust (GRAT), 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 April 25, 2019, 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. Includes 48.975 shares of common stock acquired by the trust as a result of participation in a dividend reinvestment plan. Represents shares held by irrevocable trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of each trust. The reporting person has no pecuniary interest or investment control over these shares. Reflects exercise and resulting cancellation of stock option, in a single transaction, exempt from Section 16(b). The stock option was granted under the Long-Term Incentive Plan (a Rule 16b-3 plan). Denise W. Hutson via P.O.A. for James A. Squires 2019-04-29