NORFOLK SOUTHERN CORPORATION (a Virginia corporation)Purchase Agreement • January 13th, 2009 • Norfolk Southern Corp • Railroads, line-haul operating • New York
Norfolk Southern Corporation, a Virginia corporation (the "Company"), confirms its agreement with the 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 Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS Securities LLC 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 $500,000,000 aggregate principal amount of the Company's 5.75% Senior Notes due 2016 (the "Securities"). The Securities are to be issued pursuant to an indenture, dated as of January 15, 2009 (the "Indenture"), between the Company and U.S. Bank Trust National Association, as trustee (the "Trustee").
