EXHIBIT 10(aa)
SAFETY INCENTIVE PLAN
FOR NON-OPERATING AGREEMENT EMPLOYEES
A. INTRODUCTION - The Norfolk Southern Safety Incentive Plan for
Non-Operating Agreement Employees ("SIP") is designed to provide
an additional incentive to work safely through Safety Incentive
Awards ("Awards") to eligible agreement employees who work
without injury during the contest year.
B. ELIGIBILITY AND COVERED EMPLOYMENT - An "eligible employee is an
employee of Norfolk Southern Corporation or one of its rail
subsidiaries or affiliates (the "Company") who works in a
department or unit in Appendix A during a calendar year a
sufficient number of hours in "covered employment" equal to that
required to earn vacation. "Covered employment" is employment
in a position covered by a collective bargaining agreement.
Partially excepted positions classified as 3A or 3B are not
considered covered employment. To qualify for an Award for a
given year, an eligible employee must work in covered employment
for more than half of that year in a single contest group and
must have payroll activity of at least 960 hours during that
year in that single contest group. "Payroll activity" includes
pay for straight time, overtime, vacation, holiday, sick leave
and any other hourly compensation made through the payroll
process. The eligible groups are listed in Appendix A. The
definition and scope of the term "eligible employee" and other
terms herein, without limitation, are subject to change at any
time, at the sole discretion of the Company.
C. SAFETY INCENTIVE AWARDS -
1. The Company will award 5 shares of Norfolk Southern
Corporation common stock (as may be adjusted as appropriate by
the Company in the event of any recapitalization, stock split
or other change affecting the capital structure of the Company)
to each eligible employee who (i) is a qualifying member of a
contest team listed in Groups 1, 2, 3 or 4 of Appendix A in the
annual Norfolk Southern Safety Performance Contest for
Non-Operating Agreement Employees which has no reportable
injuries for the contest year and (ii) works in covered
employment without injury during the contest year.
2. The Company will award 6 shares of Norfolk Southern
Corporation common stock (as may be adjusted as appropriate by
the Company in the event of any recapitalization, stock split
or other change affecting the capital structure of the Company)
to each eligible employee who is a member of a winning contest
team listed in Group 5 of Appendix A in the annual Norfolk
Southern Safety Performance Contest for Non-Operating Agreement
Employees and who works in covered employment without injury
during the contest year. A winning contest team in Group 5 of
Appendix A shall be that contest team which achieves the lowest
FRA Reportable Injury Ratio of all contest teams in its group
during the contest year (if there is only one team listed in
Group 5, then that team shall compete with the Group 2 Terminals
listed in Appendix A to the Norfolk Southern Safety Incentive
Plan for Operating Agreement Employees, for purposes of this
Award and the additional Award described in the second sentence
following). In case of ties, duplicate Awards will be provided.
The Company will also award an additional 2 shares of Norfolk
Southern Corporation common stock (as may be adjusted as
appropriate by the Company in the event of any recapitalization,
stock split or other change affecting the capital structure of
the Company) to each eligible employee who works in covered
employment without injury during the contest year and is a
member of a winning contest team listed in Group 5 of Appendix
A in the annual Norfolk Southern Safety Performance Contest for
Non-Operating Agreement Employees which achieves a FRA
Reportable Injury Ratio of zero.
D. WORKING WITHOUT INJURY - In order to be considered as having
worked in covered employment without injury during a contest
year for purposes of SIP, an eligible employee must not be
named as being injured in an FRA-reportable accident/injury
report during that year. In the event that an eligible employee
is named as being injured in any such report while employed in
covered employment, he/she and, except as otherwise provided
herein for winning contest teams in Group 5 of Appendix A,
his/her contest team will not be eligible for an Award during
the contest year. Failure by an eligible employee to make a
proper report of an injury during covered employment will result
in his/her being removed from consideration for an Award in the
calendar year in which the unreported injury occurred, and, if
it is a different year, in the year in which the Company learns
of the failure to make a proper report.
E. SIP ADMINISTRATION - The SIP will be administered by the Safety
Department. Employee injury statistics for eligible employees
will be maintained by the Safety Department.
F. TERMINATION AND AMENDMENT - The Company has and reserves the
right to terminate or amend SIP at any time and for any reason,
in its sole discretion.
<page>
APPENDIX A
NORFOLK SOUTHERN
SAFETY PERFORMANCE CONTEST GROUPS
FOR NON-OPERATING AGREEMENT EMPLOYEES
Group 1 - IT, Law, Treasurer, Material Management and All
Ancillary Groups
Group 2 - Accounting - Atlanta
Group 3 - Accounting - Roanoke
Group 4 - Marketing
Group 5 - East Carolina Business Unit
<page>
SAFETY INCENTIVE PLAN
FOR OPERATING AGREEMENT EMPLOYEES
A. INTRODUCTION - The Norfolk Southern Safety Incentive Plan ("SIP")
is designed to provide an additional incentive to work safely
through Safety Incentive Awards ("Awards") to eligible agreement
employees who work without injury during the contest period.
B. ELIGIBILITY AND COVERED EMPLOYMENT - An "eligible employee" is
an employee of Norfolk Southern Corporation or one of its rail
subsidiaries or affiliates (the "Company") who works in the
Operations Division during a calendar year a sufficient number
of hours in "covered employment" equal to that required to earn
vacation. "Covered employment" is employment in a position
covered by a collective bargaining agreement. To qualify for
an Award for a given year, an eligible employee must work in
covered employment for more than half of that year in a single
contest group and must have payroll activity of at least 960
hours during that year in that single contest group.
"Payroll activity" includes pay for straighttime, overtime,
vacation, holiday, sickleave and any other hourly compensation
made through the payroll process. The eligible groups and
competitive groupings are listed in the "Norfolk Southern
Safety Performance Contest Groups," which is attached as
Appendix A. The definition and scope of the term "eligible
employee" and other terms herein, without limitation, are
subject to change at any time, at the sole discretion of
the Company.
C. SAFETY INCENTIVE AWARDS - The Company will award 6 shares
of Norfolk Southern Corporation common stock (as may be
adjusted as appropriate by the Company in the event of any
recapitalization, stock split or other change affecting the
capital structure of the Company) to each eligible employee
who is a member of a winning contest team in the annual
Norfolk Southern Safety Performance Contest and who works
in covered employment without injury during the contest year.
A winning contest team shall be that contest team which
achieves the lowest FRA Reportable Injury Ratio of all
contest teams in its group during the contest year. In case
of ties, duplicate Awards will be provided. The Company
will also award an additional 2 shares of Norfolk Southern
Corporation common stock to each eligible employee who works
in covered employment without injury during the contest year
and is a member of a winning contest team in the annual
Norfolk Southern Safety Performance Contest which achieves a
FRA Reportable Injury Ratio of zero.
D. WORKING WITHOUT INJURY - In order to be considered as
having worked in covered employment without injury during a
contest year for purposes of SIP, an eligible employee must
not be named as being injured in any FRA-reportable
accident/injury report during that year. In the event that
an eligible employee is named as being injured in any such
report while employed in covered employment, he/she will not
be eligible for an Award during the Contest year. Failure by
an eligible employee to make a proper report of an injury
during covered employment will result in his/her being removed
from consideration for an Award in the calendar year in which
the unreported injury occurred, and, if it is a different year,
in the year in which the Company learns of the failure to
make a proper report.
E. EXCEPTIONS - If a Department Head, after consultation with the
Law Department, determines that an injured employee in that
Department was not at fault and could not have avoided the
injury, the employee's injury-free status for SIP purposes will
be restored. The determination made by the Department Head
will be final and there will be no appeal.
F. SIP ADMINISTRATION - The SIP will be administered by the Safety
Department. Employee injury statistics for eligible employees
will be maintained by the Safety Department.
G. TERMINATION AND AMENDMENT - The Company has and reserves the
right to terminate or amend SIP at any time and for any reason,
in its sole discretion.
<page>
APPENDIX A
NORFOLK SOUTHERN SAFETY PERFORMANCE CONTEST GROUPS
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A. TRANSPORTATION DEPARTMENT CONTEST
GROUP 1 DIVISIONS GROUP 2 DIVISIONS
DEARBORN DIVISION PIEDMONT DIVISION
PITTSBURGH DIVISION POCAHONTAS DIVISION
HARRISBURG DIVISION GEORGIA DIVISION
LAKE DIVISION CENTRAL DIVISION
ILLINOIS DIVISION ALABAMA DIVISION
VIRGINIA DIVISION
GROUP 1 TERMINALS GROUP 2 TERMINALS
ATLANTA ALLENTOWN
BELLEVUE BROSNAN
COLUMBUS CHARLOTTE
CHICAGO CINCINNATI
CONWAY DETROIT
DEBUTTS FT. WAYNE
DECATUR LOUISVILLE
ELKHART NEW ORLEANS
HARRISBURG SAVANNAH
KANSAS CITY SEVIER
NORFOLK SHEFFIELD
NORRIS SPENCER
ROANOKE TOLEDO
ST. LOUIS
B. MECHANICAL DEPARTMENT CONTEST
TERRITORIES GROUP 1 TERRITORIES GROUP 2
DEARBORN LAKE
VIRGINIA/POCAHONTAS ALABAMA
PIEDMONT/GEORGIA ILLINOIS
CENTRAL PITTSBURGH
HOLLIDAYSBURG SHOP HARRISBURG
MECHANICAL SHOPS GROUP 1 MECHANICAL SHOPS GROUP 2
CHATTANOOGA DIESEL BELLEVUE SHOP
ENOLA LD CONWAY LOCO
SHAFFERS SHOP LD ROANOKE SHOP LD
JUNIATA LD
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C. ENGINEERING DEPARTMENT CONTEST
DIV ENG TERRITORIES GROUP 1 DIV ENG TERRITORIES GROUP 2
HARRISBURG POCAHONTAS
DEARBORN ALABAMA
LAKE ILLINOIS
PITTSBURGH GEORGIA
PIEDMONT CENTRAL
VIRGINIA
ENGINEERING MWS GANGS ENGINEERING SHOPS
ATLANTA-TW CHARL ROADWAY
HARRISBURG PUMP REPAIR NORTH
PITTSBURGH PUMP REPAIR SOUTH
ROANOKE RDWAY MATL YD
SOMERSET
C&S GROUP 1 C&S GROUP 2
GS-VIRGINIA GS-GEORGIA
GS-LAKE GS-POCAHONTAS
GS-PIEDMONT GS-CENTRAL
GS-PITTSBURGH GS-ALABAMA
GS-DEARBORN GS-ILLINOIS
GS-HARRISBURG
C&S CONSTRUCTION
EASTERN REGION
WESTERN REGION
LINES EAST - GANG
LINES WEST - CGA
NORTHERN REG-GRP1
NORTHERN REG-GRP2
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D. SUPPORT SERVICES
ENGINEERING MISC
CUSTOMER SERVICES
TRANSPORTATION SERVICES
MECHANICAL HQ