U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION)

NAME OF REGISTRANT:
Norfolk Southern Corporation
NAME OF PERSONS RELYING ON EXEMPTION:
Jeffrey Sonnenfeld and Steven Tian
ADDRESS OF PERSON RELYING ON EXEMPTION:
165 Whitney Ave., New Haven CT 06511

Written materials voluntary submitted pursuant to Rule 14a-
6(g)(1) promulgated under the Securities Exchange Act of 1934.

Norfolk Southern Corporation (NYSE: NSC)


April/May 2024

On April 15, 2024, Jeffrey Sonnenfeld and Steven Tian ("We")
published an online article with Fortune Media (the "Article")
along with an accompanying slide presentation (the "Supplemental
Presentation"), containing our objective analysis of the Norfolk
Southern vs. Ancora proxy fight as academic scholars and
corporate governance experts. While we offered praise for the
qualifications of several Ancora-backed nominees, we also
expressed concern that Ancora has conducted their activist
campaign in a way which ignores the track record of improvements
made by Norfolk Southern leadership, while resorting to
increasingly aggressive ad hominem attacks against those who
might have factual disagreements with Ancora's stances.

On April 22, 2024, Ancora Alternatives LLC ("Ancora
Alternatives" and together with its affiliates, "Ancora") filed
a submission with the SEC on form DFAN14A, which included two
lengthy letters from legal counsel for Ancora ("Ancora
Counsel"), addressed to Sonnenfeld and Tian, containing many false
insinuations and misleading assertions about Sonnenfeld and Tian's
motives, among other defamatory and damaging ad hominem attacks
on Sonnenfeld and Tian.

Ancora's filing summarized their false allegations against
Sonnenfeld and Tian: "the letter expressed concern that the nature
and extent of the relationships between the authors and Norfolk
Southern...have not been fully disclosed and that the Article and
the Supplemental Presentation may constitute unlawful
solicitation materials under the SEC proxy rules." Ancora
Counsel falsely alleged, "we have serious concerns that the
article was in fact written at the behest of Norfolk Southern
through its advisors, which would constitute a gross violation
of journalistic ethics and the securities laws", while raising
countless other false insinuations about Sonnenfeld and Tian
personally.

We categorically reject Ancora's false insinuations, assertions,
and characterizations, which are damaging and defamatory. We are
disappointed that rather than respond to our Article and
Supplemental Presentation factually, Ancora resorted to more ad
hominem attacks, sending several threatening letters wrongly
casting aspersions on our motives, and recklessly suggesting we
are violating federal securities laws without a shred of
evidence to support their false assertions.

Let us be very clear: Ancora's assertions are completely false
and baseless. To casually suggest we are violating federal
securities law without evidence is ludicrous; we have no
financial conflicts of interest which require disclosure with
the SEC or any other entity. We are not being paid by Norfolk
Southern Corporation and have never taken a penny from Norfolk
Southern Corporation, nor do we hold any Norfolk Southern stock.
We have no financial interest whatsoever in the success of
either Norfolk Southern or Ancora. The article was not written
at the behest of Norfolk Southern or through its advisors, but
rather reflects our own countless hours of independent research,
objective judgment, and hard work, consistent with our approach
and research process for every publication we author. Ancora's
insinuation of a unique role relationship between ourselves and
any outside adviser is incorrect and defamatory; as with
virtually every prominent corporate governance expert, we have
equally broad relationships with and support from virtually all
major external parties on both sides of this proxy fight, across
the advisers, banks, lawyers, PR firms, suppliers, and customers
who work with both Ancora and Norfolk Southern; and regardless,
we do not ever publish at the behest of anybody else. As always,
we speak for ourselves and choose which issues to speak out on
of our own free volition.

Despite Ancora's claims, there are no genuine factual errors or
misstatements which would warrant a correction, much less a
retraction. We were not unfair to Ancora: in fact, we repeatedly
reached out to Ancora leadership prior to publication in an
effort to incorporate Ancora's perspective into our piece.
Despite acknowledging receipt of our emails on multiple
occasions, Ancora never once responded substantively to our
inquiries.

Simply put, we stand by our original research. Ancora has failed
to identify even a single fact or data point which requires
correction, amidst a veritable smorgasbord of false and
defamatory ad hominem assertions against the integrity of
Sonnenfeld and Tian. We hope that Ancora will not persist in
making wildly untrue accusations casting aspersions on the
motives and character of Sonnenfeld and Tian, which Ancora now
knows to be blatantly false, without a shred of evidence to
support their false claims. It is past time for the false,
damaging ad hominem innuendo and insinuations to stop; and to
return to the world of facts, data, and evidence.

Jeffrey Sonnenfeld and Steven Tian
New Haven, Connecticut