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Norfolk Southern Comments On Canadian Pacific's Press Release

Canadian Pacific has Not Sought Declaratory Order from Surface Transportation Board on Proposed Voting Trust Structure

Norfolk, Va. - Dec 15, 2015


Norfolk Southern Corporation (NYSE: NSC) today commented on Canadian Pacific's (TSX:CP) (NYSE:CP) response to the white paper prepared by former Surface Transportation Board ("STB") commissioners Francis Mulvey and Charles Nottingham.

The Company noted that Canadian Pacific's response is flatly wrong on the facts and the law, including its statement that the former STB commissioners did not consider the specific voting trust structure proposed by Canadian Pacific. In fact, former STB commissioners Mulvey and Nottingham did consider that structure in their December 7, 2015 white paper. They opined that, "[n]o matter how CP executives are put in charge of NS management before the merger is approved, the STB likely would not be fooled into thinking that CP and NS are operating independently." The former STB commissioners also said they believe that any voting trust, however structured, is highly unlikely to be approved by the STB.

If Canadian Pacific is confident that its proposed voting trust structure would satisfy the twin legal tests -- avoiding premature control and furthering the public interest -- Canadian Pacific can seek a declaratory order to that effect from the STB.

As previously announced on December 14, 2015, Norfolk Southern rejected a revised, reduced proposal from Canadian Pacific to acquire the Company for $ 32.86 in cash and a fixed exchange ratio of 0.451 shares in a new company that would own Canadian Pacific and Norfolk Southern. After thorough consideration, Norfolk Southern's board unanimously concluded that the proposal continued to be grossly inadequate, creates substantial regulatory risks and uncertainties that are highly unlikely to be overcome, and is not in the best interest of the Company and its shareholders.

Morgan Stanley & Co. LLC and Bank of America Merrill Lynch are acting as financial advisors to Norfolk Southern Corporation and Skadden, Arps, Slate, Meagher & Flom LLP, Hunton & Williams LLP and Morrison & Foerster LLP are acting as legal advisors.

About Norfolk Southern

Norfolk Southern Corporation (NYSE: NSC) is one of the nation's premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal, automotive, and industrial products.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995, as amended, including but not limited to statements regarding the indication of interest made by Canadian Pacific Railway Limited. In some cases, forward-looking statements may be identified by the use of words like "believe," "expect, " "anticipate," "estimate," "plan," "consider," " project," and similar references to the future. Forward-looking statements are made as of the date they were first issued and reflect the good-faith evaluation of the Company's management of information currently available. These forward- looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control, including future actions that may be taken by Canadian Pacific Railway Limited in furtherance of its unsolicited proposal. These and other important factors, including those discussed under " Risk Factors" in the Company's Form 10-K for the year ended December 31, 2014, as well as the Company's other public filings with the SEC, may cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements are not, and should not be relied upon as, a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved. As a result, actual outcomes and results may differ materially from those expressed in forward-looking statements. We undertake no obligation to update or revise forward-looking statements, whether as a result of new information, the occurrence of certain events or otherwise, unless otherwise required by applicable securities law.


Media Inquiries:
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Investor Inquiries:
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Joele Frank / Dan Katcher / Andrew Siegel

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