NSCNorfolk Southern

We note the statement that the participants own "a large equity stake" in the company. We also note that the participants appear to own less than 0.5% of the company's outstanding shares. In future soliciting materials, please clarify the percentage of shares the participants own when referring to their stake in the company.

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Please include Mr. Boychuk as a participant in your soliciting materials, or provide us with your analysis as to why he should not be considered a participant.

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Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. We note a large number of apparent opinions or statements of beliefs throughout your presentation that are not characterized as such. Please revise accordingly.

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Refer to the last bullet point in the middle column of this slide. Please provide us the basis for your prediction of how the company will benchmark its performance. Exhibit 1, page 18

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You state that you have modeled a base case for the company's share price such that over the next several years that price would rise from $252 per share to $420 per share. The inclusion of valuations in proxy materials is only appropriate and consonant with Rule 14a-9 when made in good faith and on a reasonable basis.

Rest of the question

Valuation information must therefore be accompanied by disclosure which facilitates securityholders’ understanding of the basis for and limitations of the valuation information. If you choose to include the $420 figure, or any of its components, in soliciting materials, you must include supporting disclosure of the kind described in Exchange Act Release No. 16833 (May 23, 1980). We do not believe the information included in your solicitation materials provides sufficient support.

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Please revise slide 49 to include the dates on which the quoted statements were made.

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Please identify EdgePoint Investment Group, Inc. and any of its relevant affiliates as participants in your solicitation, and make required associated disclosures accordingly. See Instruction 3 to Item 4 of Schedule 14A.

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We note the following statement at the top of page 9: "On February 19, 2023, the EPA reported it had conducted 533 indoor home screenings and continued to monitor community air and water quality, sampling 52 wells in Ohio and Pennsylvania." We understand that Norfolk Southern's contractor, CTEH (not the EPA), conducted the indoor air screenings, under EPA oversight, and that Columbiana County and Norfolk Southern's

Rest of the question

contractor, Stantec (not the EPA), sampled private wells. Please revise accordingly, or advise.

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On page 11, please clarify that the $803 million and $966 million figures cited are not perquarter amounts, but in each case reflected the total of such expenses for the year to date.

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We note the following statement at the bottom of page 11: "Ultimately, the Company representatives agreed that the proposed meeting should include only representatives from the Ancora Parties and members of the Board" (emphasis added). It appears that the Company reluctantly agreed to Shaw's absence at the meeting in the interest of facilitating dialogue.

Rest of the question

Please revise to remove the impression that the Company preferred Shaw's absence.

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We note the reference on the bottom of page 16 to the company's employees "on average" making less than 1% of Shaw's annual compensation. Please provide factual support for such claim, or revise to reflect the fact that the relative pay cited is not based on the company's "average" employee, but rather on the "median" employee, as publicly disclosed pursuant to SEC rules.

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We note the statement on page 31 that proxy cards "in the absence of specific instructions, will be voted...'FOR' the election of the Acceptable Company Nominees." This differs from the lead-in to the proxy card itself, which does not yet indicate how discretionary authority as to Acceptable Company Nominees will be used. Please clarify.

Rest of the question

Please also consider revising the "absence of specific instructions" phrasing, which appears both on page 31 and on the proxy card, so as to avoid any possibility of such disclosure being interpreted in a manner inconsistent with the disclosure on undervoting that immediately precedes the list of director nominees on the proxy card.

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At the bottom of page 32, we note the following statement: "Therefore, a proxy marked 'WITHHOLD' with respect to a specific nominee will result in such nominee receiving fewer 'FOR' votes." Please revise or delete such disclosure so as to remove any impression that the casting of withhold votes directly reduces the number of "FOR" votes.

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We note the disclosure at the top of page 33 referring to the company's proxy statement being "expected to disclose" the voting approval standard for the Bylaw Proposal. Please ensure that this statement is ultimately reconciled with the disclosure on page 29, which presents the applicable standard in a definitive manner and without reference to the company's proxy statement.

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