Exhibit 1.1(b)
Pricing Agreement
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, NY 10080
March 7, 2005
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 March 7, 2005 (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 Underwriters. 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/ George Ackert
---------------------------------
Name: George Ackert
Title: Managing Director
SCHEDULE I
Principal Amount of 6% Notes due
Underwriter 2105 to be Purchased
Merrill Lynch, Pierce, Fenner &
Smith Incorporated................. $300,000,000
SCHEDULE II
Closing: March 11, 2005 at 9:00 a.m. at Skadden, Arps,
Slate, Meagher & Flom LLP, 4 Times Square,
New York, New York
Price of Securities: 99% with respect to the Corporation's 6% Senior
Notes due 2105