Exhibit 1.1(b)
Pricing Agreement
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, NY 10080
April 25, 2002
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 June 29, 2001 (the "Underwriting
Agreement"), to issue and sell to Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Underwriter") 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 and also a representation and warranty as of the date
of delivery of the Designated Securities to the Underwriter. 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 delivered 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 the Underwriter, and the Underwriter agrees to
purchase from the Corporation, at the time and place and at the purchase price
to the Underwriter set forth in Schedule II hereto, the principal amount of
Designated Securities set forth opposite the name of the Underwriter in
Schedule I hereto.
This Pricing Agreement may be executed in counterparts, and may be
evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted.
If the foregoing is in accordance with your understanding, please
sign and return to us one for the Corporation plus one for each counsel
counterparts hereof, and upon acceptance hereof by you, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
you and the Corporation.
Very truly yours,
NORFOLK SOUTHERN CORPORATION
By: /s/William J. Romig
--------------------------------
Name: William J. Romig
Title: Vice President & Treasurer
Accepted as of the date hereof:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ William Susman
--------------------------------
Name: William Susman
Title: Managing Director
SCHEDULE I
Principal Amount
of Floating Rate Notes
due 2005
Underwriter to be Purchased
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..................... $100,000,000
SCHEDULE II
Closing: April 30, 2002 at 9:00 a.m. at Skadden, Arps, Slate,
Meagher & Flom LLP, 4 Times Square, New York, New
York
Price of Securities: 99.650% with respect to the Corporation's Floating
Rate Senior Notes due 2003