EXHIBIT 10(x)
NORFOLK SOUTHERN CORPORATION
Outside Directors' Deferred Stock Unit Program
I. Effective Date: May 9, 1996 (effective at the Organization
Meeting of the Board of Directors),
amended to and including 1-28-03.
II. Purpose: To align further each outside director's
ownership interest in Norfolk Southern
Corporation ("Corporation")with that of
stockholders generally.
III. Eligibility: Each outside director of the Corporation
serving on the Effective Date and any such
outside director whose term as director
begins after the Effective Date ("Eligible
Director"). For purposes of this Program,
an "outside director" is a director who is
not an officer of the Corporation or any
of its subsidiaries.
IV. Benefits: (1) Each Eligible Director shall be
granted from time to time such deferred
stock units (each such stock unit
representing at the time of grant the
value of one share of Norfolk Southern
Corporation Common Stock) ("Stock
Units"),as the Board of Directors may
authorize. Each Eligible Director's
Stock Units will be recorded in an
individual memorandum account ("Account")
maintained by the Corporate Secretary or
designated agent. On each dividend
payment date, an amount equivalent to the
dividend paid on the Common Stock
("Dividend Equivalent") will be credited
for each Stock Unit and each fraction
thereof in the Account and converted into
additional Stock Units and fractions
thereof (rounded to four decimal places)
based on the Fair Market Value of the
Common Stock on the dividend payment date.
For purposes of this Program, "Fair Market
Value" on a particular date is the mean of
the high and low prices at which the Common
Stock is traded on such date as reported in
the Composite Transactions for such date by
Bloomberg L.P., or its successor, on its
internet-based service, or, if Common Stock
was not traded on such date, on the next
preceding day on which Common Stock was
traded.
(2) Each outside director of the
Corporation serving on June 1, 1996, also
shall have credited to the Account the
number of Stock Units, including fractions
thereof to which such director is entitled
under the Norfolk Southern Corporation
Directors' Pension Plan. Such Stock Units
will be accounted for separately from any
Stock Units credited under paragraph (1)
above but will be treated the same in all
other respects.
(3) Each Eligible Director may make an
election at any time up to one year prior
to leaving the Board of Directors to
receive in cash any Stock Units in the
Account either in a lump sum or in 10
annual installments upon leaving the
Board of Directors for any reason. The
most current election on file with the
Corporate Secretary shall become
irrevocable one year prior to the
eligible Director leaving the Board of
Directors. Failure to make a valid
election will result in the Account being
distributed in a lump sum. Separate
elections will be made for Stock Units
credited under paragraphs (1) and (2)
above. A lump-sum payment will be valued
based on the Fair Market Value of Common
Stock on the last market day of the month
following a director's termination of
service and will be paid to an Eligible
Director or beneficiary as soon as
practicable thereafter. The first
distribution under an election to receive
installment payments will be made in
January following the year in which the
Eligible Director terminates service;
Stock Units at any time remaining in the
Account will be credited with Dividend
Equivalents until the final installment
has been paid. Each annual distribution
will be valued based on the Fair Market
Value of the Common Stock on the third
business day after the date in January
that the Corporation first makes publicly
available its most recent regular annual
financial statements. The first such
installment will be an amount equal to one
tenth of the total value of the Stock
Units in the Account at that time; the
second installment, one ninth of the
remaining total value; the third
installment, one eighth; and so forth,
until the Account is depleted with payment
of the tenth installment.
(4) The Board of Directors may make such
adjustments in the number of Stock Units
as may be required by any change in the
corporate structure or shares of the
Corporation, including but not limited to,
recapitalization, stock splits, stock
dividends, combination or exchange of
shares, mergers, consolidations, rights
offerings, separations, reorganizations
and liquidations.
V. Miscellaneous: (1) Each Eligible Director may designate
in writing the person or persons
("Beneficiary") who shall acquire the
rights of the Eligible Director to the
Account in the event of the Eligible
Director's death before final distribution.
In order to be effective, an Eligible
Director's designation of a Beneficiary
must be on file with the Corporate
Secretary before the Eligible Director's
death. Any such designation may be
revoked and a new designation substituted
therefor by the Eligible Director at any
time before death.
If the named Beneficiary does not survive
the Eligible Director, or if there is no
named Beneficiary, then the rights with
respect to an Eligible Director's Account
shall be acquired by the person or persons
who shall acquire the Eligible Director's
rights to the Account by bequest or
inheritance in accordance with the
applicable laws of descent and
distribution.
(2) This Program may be amended or
terminated by the Board of Directors of the
Corporation at any time; however, no such
amendment or termination shall deprive an
Eligible Director of any Stock Units
previously credited to his or her Account.