PRICING AGREEMENT
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 1, 2001
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 February 1, 2001 (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 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
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 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 and Treasurer
Accepted as of the date hereof:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
XXXXXX XXXXXXX & CO. INCORPORATED
By: XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
By: XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxxxx III
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx III
Title: Principal
For themselves and as Representatives of the several Underwriters named in
Schedule I hereto.
SCHEDULE I
Principal Amount Principal Amount
of Notes due 2011 of Notes due 2031
Underwriters to be Purchased to be Purchased
------------ ---------------- ---------------
Xxxxxxx Lynch, Pierce, Xxxxxx & $112,500,000 $262,500,000
Xxxxx Incorporated..............
Xxxxxx Xxxxxxx & Co. Incorporated 112,500,000 262,500,000
Chase Securities Inc............. 15,000,000 35,000,000
Banc of America Securities LLC... 6,000,000 14,000,000
BNY Capital Markets, Inc......... 6,000,000 14,000,000
Banc One Capital Markets, Inc.... 6,000,000 14,000,000
Xxxxxxx Xxxxx Xxxxxx Inc......... 6,000,000 14,000,000
Deutsche Banc Alex. Xxxxx Inc.... 6,000,000 14,000,000
First Union Securities, Inc...... 6,000,000 14,000,000
Fleet Securities, Inc............ 6,000,000 14,000,000
SunTrust Equitable Securities.... 6,000,000 14,000,000
Wachovia Securities, Inc......... 6,000,000 14,000,000
Mellon Financial Markets, LLC.... 3,000,000 7,000,000
PNC Capital Markets, Inc......... 3,000,000 7,000,000
------------ ------------
Total......................... $300,000,000 $700,000,000
============ ============
SCHEDULE II
Closing: February 6, 2001 at 11:00 a.m. at Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx
Price of Securities: 99.117% with respect to the Corporation's 6 3/4% Senior
Notes due 2011
98.540% with respect to the Corporation's 7 1/4% Senior
Notes due 2031
