SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Earhart Cynthia C

(Last) (First) (Middle)
THREE COMMERCIAL PLACE

(Street)
NORFOLK VA 23510

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP Finance and CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/02/2019 M(1) 1,432 A $69.83 10,275 D
Common Stock 07/02/2019 F 498 D $201.035 9,777 D
Common Stock 51,149 I By Revocable Trust
Common Stock 322 I Owned by a person whose ownership may be attributed to the Executive Officer
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy, granted 2013) $69.83 07/02/2019 M(1) 1,432(1) 01/24/2017 01/23/2023 Common Stock 1,432 (1) 3,568 D
Explanation of Responses:
1. 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).
Remarks:
poaearhart.txt
Denise W. Hutson via P.O.A. for Cynthia C. Earhart 07/03/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      
  POWER OF ATTORNEY
  For Executing SEC Forms 3, 4, 5, and 144
  (and/or other similar reports)

Know all men by these presents, that I, the undersigned, hereby constitute and 
appoint each of the Corporate Secretary, the 
Assistant Corporate Secretary, and Manager Corporate Planning and Records, 
signing singly, my true and lawful attorney-in-fact to: 

 

                                (1)           execute for and on my behalf SEC 
Forms 3, 4, 5, and 144 (including both amendments thereto and any and all other 
similar reports, however hereafter known, designated or identified) ("Report") 
in accordance with (a) Section 16(a) of the Securities Exchange Act of 1934 and 
the rules thereunder and (b) Rule 144, concerning securities of Norfolk Southern
  
 Corporation;

 

                                (2)           do and perform any and all acts 
for and on my behalf which may be necessary or desirable to complete any such 
Report(s) and to effect the timely filing of such Report(s) with the United 
States Securities and Exchange Commission and with any authority, agency, 
exchange or other body as may be required, or thought advisable, by my 
attorney-in-fact; and 

 

                                (3)           take any other action of any type 
whatsoever in connection with the foregoing which, in the opinion of my 
attorney-in-fact, may be of benefit to, in the best interest of, or legally 
required
 of, me, it being understood that the documents executed by my 
attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in 
such form and shall contain such terms and conditions as my attorney-in-fact, in
  
her or his sole discretion, may approve. 

 

                                I hereby [1] grant to each and every of my 
attorneys-in-fact full power and authority to do and to perform all and every 
act and thing whatsoever requisite, necessary and proper to be done in the 
exercise of any of the rights and powers herein granted, as fully to all intents
  
and purposes as I or any such attorney-in-fact might or could do if personally 
present, with full power of substitution or revocation, and [2] ratify and 
confirm all that any of my attorneys-in-fact, or her or his substitute(s), 
lawfully shall do or cause to be done by virtue of this Power of Attorney and 
the rights and powers herein granted.  I acknowledge that each and every of the 
foregoing attorneys-in-fact, in serving in such capacity at my request, are not 
assuming any of my responsibilities to comply with Section 16 of the Securities 
Exchange Act of 1934 or with Rule 144.

 

                                 Unless earlier revoked by me in a signed 
writing 
delivered to an attorney-in-fact, as to each such attorney-in-fact, this Power 
of Attorney shall remain in full force and effect (and shall survive, if 
necessary, my incapacity and/or death) until I no longer am required to file 
Report(s) with the Securities and Exchange Commission with respect to my 
reportable beneficial ownership, and any other holdings, of and transactions in 
securities of Norfolk Southern Corporation or pursuant to Rule 144.

 

                                IN WITNESS WHEREOF, I have executed this Power 
of Attorney as of this 31st day of May, 2013.

 

                                                                                
   
                                               /s/Cynthia C. Earhart
                                               Signature

 
                             
                                                Cynthia C. Earhart              
                                                                                
                           Printed/Typed Name