NORFOLK SOUTHERN CORPORATION (a Virginia corporation)Purchase Agreement • April 4th, 2008 • Norfolk Southern Corp • Railroads, line-haul operating • New York
Norfolk Southern Corporation, a Virginia corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of the other Initial Purchasers named in Schedule A hereto (collectively, the "Initial Purchasers," which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch, Barclays Capital Inc. and Deutsche Bank Securities Inc. are acting as representatives (in such capacity, the "Representatives"), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $600,000,000 aggregate principal amount of the Company's 5.750% Senior Notes due 2018 (the "Securities"). The Securities are to be issued pursuant to an indenture, dated as of April 4, 2008 (the "Indenture"), between the Company and U.S. Bank
