Feb 9 (Reuters) - Norfolk Southern Corp (N:NSC) NSC.N :
* Comments on Canadian pacific's non-binding shareholder proposal
* Says believe further talks "are not in the best interests of ns shareholders
unless cp offers ns shareholders compelling value"
* Cp has not addressed the ns board's concerns
* Cp has not sought declaratory order from surface transportation board for
clarity about likelihood of regulatory approval
* Source text for Eikon Further company coverage NSC.N