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EXHIBIT 10(g) Page 1 of 10
NORFOLK SOUTHERN CORPORATION
OFFICERS' DEFERRED COMPENSATION PLAN
ARTICLE I NAME AND PURPOSE OF THE PLAN
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The name of the plan is the Norfolk Southern Corporation Officers'
Deferred Compensation Plan (the "Plan"). The purpose of the Plan is to
provide retirement and death benefits to those officers of Norfolk
Southern Corporation (the "Corporation") or a Participating Subsidiary
who elects to participate in the Plan.
ARTICLE II DEFINITIONS
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ACCOUNT. The total of the amount of Deferrals by a Participant together
with Interest as provided in Article V.
AGREEMENT. The "Deferral Agreement" between each Participant and the
Corporation.
BENEFICIARY. The person or persons designated as Beneficiary pursuant to
Article XII.
BOARD OF DIRECTORS. The Board of Directors of the Corporation.
COMMITTEE. The Compensation and Nominating Committee of the Board of
Directors.
COMPENSATION. The fixed salary payable in the form of cash (including
vacation pay) of the Participant before any reduction for contributions
to the Thrift and Investment Plan of Norfolk Southern Corporation and
Participating Subsidiary Companies, as amended from time to time, and
before any deferrals under this Plan.
DEFERRAL. A Deferred Bonus and/or a Monthly Deferred Amount.
DEFERRED BONUS. That amount set forth in the Agreement which shall be
deferred from a Participant's MIP incentive award, or the bonus program
of a Participating Subsidiary, if the Deferral of such bonus under the
Plan is authorized by the Corporation.
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OFFICERS' DEFERRED COMPENSATION PLAN
DISABILITY. A disability that enables the Participant to be eligible for
a disability benefit under the Long-Term Disability Plan of Norfolk
Southern Corporation and Participating Subsidiaries, as amended from time
to time, or under any such similar plan of a Participating Subsidiary.
MIP. Norfolk Southern Corporation Management Incentive Plan.
MONTHLY DEFERRED AMOUNT. That amount set forth in the Agreement which
shall be deferred monthly from a Participant's salary pursuant to the
Plan.
PARTICIPANT. Any employee of the Corporation or a Participating
Subsidiary eligible to participate under Article IV of the Plan.
PARTICIPATING SUBSIDIARY. Each subsidiary or affiliated company of the
Corporation which adopts the Plan and is approved for participation in
the Plan as provided in Article XVIII.
PLAN ADMINISTRATOR. The Executive Vice President - Administration of the
Corporation or the successor officer who performs substantially similar
duties.
PLAN YEAR. Any calendar year during which Deferrals under this Plan are
made.
RETIREMENT. Retirement from the Corporation or a Participating
Subsidiary pursuant to the provisions of the retirement plan of the
Corporation or of a Participating Subsidiary (whichever is applicable),
as amended from time to time.
ARTICLE III ADMINISTRATION
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The Plan Administrator shall administer, construe, and interpret
this Plan and, from time to time, adopt such rules and regulations and
make such recommendations to the Committee concerning Plan changes as are
deemed necessary to ensure effective implementation of this Plan. The
administration, construction, and interpretation by the Plan
Administrator may be appealed to the Committee, and the decision of the
Committee shall be final and conclusive, except that any claim for
benefits
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OFFICERS' DEFERRED COMPENSATION PLAN
with respect to a Participant shall be subject to the claims procedure
set forth in Section 503 of the Employee Retirement Income Security Act
of 1974. The Plan Administrator may correct errors and, so far as
practicable, may adjust any benefit or payment or credit accordingly.
Neither the Plan Administrator nor any member of the Committee shall be
liable for any act done or determination made in good faith.
ARTICLE IV ELIGIBILITY AND PARTICIPATION
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Any nonagreement employee with at least a group level Q assigned to
his position shall be eligible to participate in the Plan. However, only
those Participants with annual Compensation in excess of ninety thousand
dollars ($90,000) shall be eligible to defer Compensation under the Plan,
and only twenty percent (20%) of monthly Compensation in excess of seven
thousand five hundred dollars ($7,500) shall qualify for Deferral
hereunder. A nonagreement employee who elects to become a Participant in
the Plan and defer a portion of his monthly Compensation thereby consents
to the reduction in his monthly Compensation by the Monthly Deferred
Amount as specified in the Agreement. An election to participate in the
Plan must be made annually by December 22 of the year prior to each Plan
Year. Benefits payable hereunder shall be in addition to any other
compensation or benefits to which a Participant may be entitled from the
Corporation or a Participating Subsidiary.
A Participant may elect to defer a portion of any incentive bonus
which may be awarded to him pursuant to MIP or the authorized bonus
program of a Participating Subsidiary. A Participant who elects to defer
any of his incentive bonus thereby consents to a reduction in his bonus
by the Deferred Bonus as specified in the Agreement, commencing with the
incentive bonus award earned after December 31, 1986. By December 22 of
the year prior to each Plan Year, a Participant may elect to defer any
incentive bonus which may be earned by him during that Plan Year, either
in whole or in part, in increments of twenty-five percent (25%).
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OFFICERS' DEFERRED COMPENSATION PLAN
ARTICLE V INTEREST EQUIVALENT
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Unless otherwise stated herein or determined by the Board of
Directors, an amount equivalent to interest ("Interest") shall accrue and
be compounded annually on all Deferrals. For purposes of calculating the
appropriate Interest only, the Deferred Bonus is deemed to occur on the
date on which the incentive bonus is paid. Interest shall accrue and be
compounded annually at rates in accordance with the schedule below on the
basis of the Participant's age attained during the Plan Year for which
the Deferral is made:
Age Rate
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Up to 45 7%
45 - 54 10%
55 - 60 11%
Over 60 12%
Interest on each Deferral shall continue to accrue at the rate
determined by the Participant's age attained during the Plan Year for
which the Deferral is made until all benefits payable hereunder have been
distributed to, or with respect to, the Participant.
ARTICLE VI BENEFITS
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(a) RETIREMENT: When a Participant ceases active service due to
his Retirement, he shall be paid a monthly annuity commencing in January
of the first calendar year following such Retirement for a period of
years in accordance with the schedule below:
Age at Distribution
Time of Deferral Period
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Up to 50 5 years
50 or Over 10 years
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OFFICERS' DEFERRED COMPENSATION PLAN
The amount of the monthly annuity payable under this Article VI(a)
shall be an amount sufficient to amortize the Participant's Account
together with Interest over the applicable period.
(b) DISABILITY: When a Participant ceases active service due to
Disability, he shall be paid a monthly annuity commencing in January of
the first calendar year following such Disability for a period of fifteen
(15) years in an amount sufficient to amortize the Participant's Account
together with Interest over that period.
(c) DEATH: If a Participant dies while in active service, the
Corporation shall pay the amount of the Participant's Account to the
Participant's Beneficiary in a single payment as soon as practicable
after the date of death. If a Participant dies after Retirement or
Disability but prior to receiving all benefits payable thereunder, the
monthly payments shall be paid to the Participant's Beneficiary for the
scheduled annuity period.
(d) TERMINATION OF EMPLOYMENT: If a Participant ceases active
service other than by reason of leave of absence granted pursuant to the
Family and Medical Leave Act, Retirement, Disability or Death, he shall
be paid the balance of his Account as of the date of his separation from
service as soon as practicable after such separation from service.
(e) LUMP SUM OR OTHER SETTLEMENT: Notwithstanding the foregoing
provisions of this Article VI, the Committee, in its sole discretion, may
authorize and direct the Corporation to make payments after termination
of employment of a Participant to such Participant or his Beneficiary in
a lump sum or over a period other than that provided for in this Article
VI, and to charge such payments against the Participant's Account. Such
accelerated distribution may be made only (1) in the event of a financial
emergency which is beyond the control of the Participant if disallowance
of the accelerated distribution would result in severe financial hardship
to the Participant or Beneficiary, and only in an amount necessary to
satisfy the financial emergency, or (2) if in the written opinion of
counsel, payment in accordance with this Article VI could create a
conflict of interest for the Participant or Beneficiary;
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OFFICERS' DEFERRED COMPENSATION PLAN
provided, that all amounts due to a Participant or Beneficiary under this
Plan shall in all events be paid to the Participant or Beneficiary by the
end of the appropriate period referred to in this Article VI. No
Participant or Beneficiary who is also a member of the Committee shall
participate in any decision of the Committee to make accelerated payments
under this Article VI.
(f) CHANGE IN MANDATORY DISTRIBUTION SCHEDULE: Notwithstanding the
foregoing provisions of this Article VI, the Committee may, without the
consent of any Participant or Beneficiary, direct that all benefits
payable thereafter pursuant to paragraph (a), (b), or (c) above
(including benefits that accrued prior to the issuance of the direction)
shall be paid under a schedule that differs from that prescribed by
paragraph (a), (b), or (c). Any such direction shall apply to all
Participants, without differentiating among individual Participants,
except to the extent otherwise provided by paragraph (e) above. No
Participant or Beneficiary who is also a member of the Committee shall
participate in any decision of the Committee to make a change in the
distribution schedule.
ARTICLE VII NATURE AND SOURCE OF PAYMENTS
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The obligation to pay benefits under Article VI with respect to each
Participant shall constitute a liability of the Corporation to the
Participant and any Beneficiaries in accordance with the terms of the
Plan. All benefits payable hereunder shall be made from the general
funds of the Corporation, and nothing herein shall be deemed to create a
trust of any kind or a fiduciary relationship between the Corporation and
any Participant or other person. No special or separate fund need be
established or other segregation of assets made to assure payments
hereunder, and no Participant or Beneficiary shall have any interest in
any particular asset of the Corporation by virtue of the existence of the
Plan or an Agreement. Participants and Beneficiaries shall stand in the
position of unsecured creditors of the Corporation, and all rights
hereunder are subject to the claims of creditors of the Corporation.
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OFFICERS' DEFERRED COMPENSATION PLAN
ARTICLE VIII EXPENSES OF ADMINISTRATION
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All expenses of administering the Plan shall be borne by the
Corporation, and no part thereof shall be charged against the benefit of
any Participant.
ARTICLE IX AMENDMENT TO AND TERMINATION OF PLAN
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The Corporation reserves the right at any time by a resolution duly
adopted by its Board of Directors to amend this Plan in any manner or to
terminate it at any time, except that no such amendment or termination
shall deprive a Participant or his Beneficiary of any rights hereunder
theretofore legally accrued, and no such termination shall be effective
for the year in which such resolution is adopted.
ARTICLE X RECALCULATION EVENTS
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The Corporation's commitment to accrue and pay Interest as provided
in Article V is facilitated by the purchase of corporate-owned life
insurance purchased on the lives of eligible Participants. If the Board
of Directors, in its sole discretion, determines that any change
whatsoever in Federal, State or local law, or in its application or
interpretation, has materially affected, or will materially affect, the
ability of the Corporation to recover the cost of providing the benefits
otherwise payable under the Plan, then, if the Board of Directors so
elects, a Recalculation Event shall be deemed to have occurred. If a
Recalculation Event occurs, then Interest shall be recalculated and
restated using a lower rate of Interest determined by the Board of
Directors, but which shall be not less than one-half (1/2) the rate of
Interest provided for in Article V.
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OFFICERS' DEFERRED COMPENSATION PLAN
ARTICLE XI GOVERNING LAW
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This Plan and the Agreements are subject to the laws of the
Commonwealth of Virginia.
ARTICLE XII DESIGNATION OF BENEFICIARY
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For the purpose of this Plan, a beneficiary shall be either (1) the
named Beneficiary or Beneficiaries designated as hereinafter provided for
by the Participant, or (2) in the absence of any such designation, his
estate. A Participant may designate both primary and contingent
Beneficiaries. A Participant may revoke or change any designation. To
be effective, the designation of a named Beneficiary or Beneficiaries, or
any change in or revocation of any designation, must be on a form
provided by the Corporation, signed by the Participant and filed with the
Office of the Plan Administrator prior to the death of such Participant.
Any such designation, change or revocation shall not invalidate any cash
payment made or other action taken by the Corporation pursuant to the
Plan prior to its receipt by the Corporation. The determination by the
Corporation of a Beneficiary or Beneficiaries, or the identity thereof,
or evidence satisfactory to the Corporation shall be conclusive as to the
liability of the Corporation and any payment made in accordance therewith
shall discharge the Corporation of all its obligations under the Plan for
such payment.
ARTICLE XIII SUCCESSORS, MERGERS, CONSOLIDATIONS
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The terms and conditions of this Plan and each Agreement shall inure
to the benefit of and bind the Corporation, the Participants, their
successors, assigns, and personal representatives. If substantially all
the assets of the Corporation are acquired by another corporation or
entity or if the Corporation is merged into, or consolidated with,
another corporation or entity, then the obligations created hereunder and
as a result of the Corporation's acceptance of Agreements shall be
obligations of the successor corporation or entity.
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OFFICERS' DEFERRED COMPENSATION PLAN
ARTICLE XIV WITHHOLDING FOR TAXES
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The Participant agrees as a condition of participation hereunder
that the Corporation may withhold applicable Federal, State, and local
income taxes and Social Security or Railroad Retirement taxes from any
distribution or benefit paid hereunder.
ARTICLE XV NON-ALIENATION OF BENEFITS
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No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
or charge, and any attempt at such shall be void; nor shall any such
benefit be in any way subject to the debts, contracts, liabilities,
engagements, or torts of the person who shall be entitled to such
benefit; nor shall it be subject to attachment or legal process for or
against such person.
ARTICLE XVI FACILITY OF PAYMENT
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If the Plan Administrator shall find that any individual to whom any
amount is payable under the Plan is unable to care for his affairs
because of illness or accident, or is a minor or other person under legal
disability, any payment due such individual (unless a prior claim
therefore shall have been made by a duly appointed guardian, committee,
or other legal representative) may be paid to the spouse, a child, a
parent, or a brother or sister of such individual or to any other person
deemed by the Plan Administrator to have incurred expenses of such
individual, in such manner and proportions as the Plan Administrator may
determine. Any such payment shall be a complete discharge of the
liabilities of the Corporation with respect thereto under the Plan or the
Agreement.
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OFFICERS' DEFERRED COMPENSATION PLAN
ARTICLE XVII CONTINUED EMPLOYMENT
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Nothing contained herein or in an Agreement shall be construed as
conferring upon any Participant the right nor imposing upon him the
obligation to continue in the employment of the Corporation or a
Participating Subsidiary in any capacity.
ARTICLE XVIII PARTICIPATION BY SUBSIDIARY COMPANIES
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Conditional upon prior approval by the Corporation, any company
which is a subsidiary of or affiliated with the Corporation may adopt and
participate in this Plan as a Participating Subsidiary. Each
Participating Subsidiary shall make, execute and deliver such instruments
as the Corporation and/or the Plan Administrator shall deem necessary or
desirable, and shall constitute the Corporation and/or the Plan
Administrator as its agent to act for it in all transactions in which the
Corporation and/or the Plan Administrator believes such agency will
facilitate the administration of this Plan.
ARTICLE XIX MISCELLANEOUS
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Whenever used in the Plan, words in the masculine form shall be
deemed to refer to females as well as to males, and words in the singular
or plural shall be deemed to refer also to the plural or singular,
respectively, as the context may require.
ARTICLE XX EFFECTIVE DATE
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The effective date of the Plan is January 1, 1987, as amended
effective January 1, 1994.