Exhibit 1.1(b)
Pricing Agreement
XXXXXXX XXXXX & CO.
As Representative of the Underwriters
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
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 April 25, 2002 (the "Underwriting
Agreement"), to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters"), for whom you are acting as representative, 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 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.
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 among each of the
Underwriters and the Corporation.
Very truly yours,
NORFOLK SOUTHERN CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President & Treasurer
Accepted as of the date hereof:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
For itself and as Representative of the several Underwriters named in Schedule
I hereto.
SCHEDULE I
Principal Amount
of 6% Notes
due 2008
Underwriter to be Purchased
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated..................... $166,666,000
BNY Capital Markets, Inc. ............................ 16,667,000
SunTrust Capital Markets, Inc. ....................... 16,667,000
------------
Total............................ $200,000,000
SCHEDULE II
Closing: April 30, 2002 at 9:00 a.m. at Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx
Price of Securities: 99.826% with respect to the Corporation's 6% Senior
Notes due 2008