Pricing Agreement
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
250 Vesey Street
New York, NY 10281
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10560
April 21, 1999
Ladies and Gentlemen:
Norfolk Southern Corporation, a Virginia corporation (the
"Corporation"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated April 21, 1999 (the "Underwriting
Agreement"), to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities as specified in Schedule I hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the Prospectus,
as the case may be, relating to the Designated Securities, in the form
heretofore deliv ered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Corporation agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Corporation, at the time
and place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.
This Pricing Agreement may be executed in counterparts, and may be evi
denced by an exchange of telegraphic communications or any other rapid transmis
sion device designed to produce a written record of communications transmitted.
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If the foregoing is in accordance with your understanding, please sign
and return to us one for the Corporation and each of the Underwriters plus one
for each counsel counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Corporation.
Very truly yours,
Norfolk Southern Corporation
By: /s/ William J. Romig
-----------------------------
Name: William J. Romig
Title: Vice President and Treasurer
Accepted as of the date hereof:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
J.P. Morgan Securities Inc.
By: J.P. Morgan Securities Inc.
By: /s/ Raymond Schmitt
-----------------------------
Name: Raymond Schmitt
Title: Vice President
By: Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
By: /s/ William S. Susman
-----------------------------
Name: William S. Susman
Title: Director
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SCHEDULE I
Principal
Amount of
Notes
to be
Underwriters Purchased
- ------------ ---------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... $200,000,000
J.P. Morgan Securities Inc....................................... 200,000,000
Total................................................... $400,000,000
Sched. I-1
SCHEDULE II
Closing: April 26, 1999 at 9:30 a.m. at Skadden, Arps, Slate,
Meagher & Flom LLP, 919 Third Avenue, New York, New York
Price of Securities: 99.658
Sched. I-2