PAGE 107
EXHIBIT 10(h) Page 1 of 6
DIRECTORS' DEFERRED FEE PLAN
OF
NORFOLK SOUTHERN CORPORATION
(Effective June 1, 1982)
Last Amended January 1, 1994
PURPOSE
-------
The Directors' Deferred Fee Plan (the "Plan") as adopted and
approved by the Board of Directors (the "Board") of Norfolk Southern
Corporation ("NS"), effective June 1, 1982, and as last amended effective
January 1, 1994, makes available to NS directors a deferral election with
respect to the directors' annual compensation and fees to provide for
retirement and death benefits and thereby facilitate individual financial
planning.
ADMINISTRATION
--------------
SECTION 1. The Plan shall be administered by the Board. The
Board shall from time to time adopt rules and regulations determined to
be necessary to insure the effective implementation of the Plan. The
Board shall have the power to interpret the Plan, to supervise the
maintenance of the deferred memorandum accounts of participants in the
Plan and the method of distribution of those amounts credited to the
deferred memorandum accounts pursuant to Section 4.
ELIGIBILITY
-----------
SECTION 2. Each NS director shall be eligible to be a
participant in the Plan.
DEFERRED COMPENSATION
---------------------
SECTION 3. An NS director may elect to have all or a specified
part of his annual compensation and fees credited to his deferred
memorandum account established pursuant to Section 4. The director
making such an election (the "Participant") shall do so by filing with
the Board by the last day of March, June, September or December of any
year, beginning in 1982, an election on a form prescribed by the Board
for the purpose of specifying the percent of his compensation and fees to
be deferred for the succeeding quarters of the election year and for
succeeding years. An election so made by a Participant shall
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DIRECTORS' DEFERRED FEE PLAN EXHIBIT 10(h) Page 2 of 6
OF NORFOLK SOUTHERN CORPORATION
(Effective June 1, 1982)
Last Amended January 1, 1994
continue from year to year, unless the Participant terminates it for
succeeding years by written request to the Board prior to December 31 of
any year. In the event of such termination, the specified part of the
Participant's compensation and fees for the balance of the calendar year
following his termination and previously deferred amounts shall continue
to be deferred under the Plan. Until an election is made by a director
during any year, he shall be deemed to have elected to receive his entire
compensation and fees for that and the succeeding years in cash.
A person elected to fill a vacancy on the Board and who was not
a director on the last day of the quarter preceding his election, may
elect, by filing one of the aforesaid forms with the Board prior to the
beginning of his term, to defer all or a specified part of his annual
compensation and fees for the balance of the calendar year following his
election and for succeeding years.
DEFERRED MEMORANDUM ACCOUNT
---------------------------
SECTION 4. The amount of a Participant's annual compensation
and fees which, pursuant to Section 3, he has elected to receive on a
deferred basis shall by appropriate bookkeeping entries be credited to
that Participant's deferred memorandum account (the "Account"). Unless
otherwise stated herein or determined by the Board, each Participant's
Account shall also be credited at the end of each quarter by appropriate
bookkeeping entries with an amount equivalent to interest ("Interest") on
the amount credited to the Participant's Account at the beginning of the
quarter at a rate determined by the Participant's age at the time the
deferral is made. For purposes of determining the appropriate rates, a
deferral is deemed to occur when the compensation and fees would
otherwise have been paid. Amounts deferred on or after January 1, 1994,
shall accrue Interest based on the Participant's age at the time of
deferral at the rates set forth below:
Age Rate
--- ----
Under 45 7%
45-54 10%
55-60 11%
Over 60 12%
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DIRECTORS' DEFERRED FEE PLAN EXHIBIT 10(h) Page 3 of 6
OF NORFOLK SOUTHERN CORPORATION
(Effective June 1, 1982)
Last Amended January 1, 1994
Amounts deferred on or after January 1, 1992, and prior to
January 1, 1994, shall accrue Interest based on the Participant's age at
the time of deferral at the rates set forth below:
Age Rate
--- ----
Under 45 13%
45-54 14%
55-60 15%
Over 60 16%
Amounts deferred on or after January 1, 1987, and prior to
January 1, 1992, shall accrue Interest based on the Participant's age at
the time of deferral at the rates set forth below:
Age Rate
--- ----
Up to 45 15%
45-54 16%
55-60 17%
Over 60 18%
Amounts deferred under the Plan prior to January 1, 1987, shall
accrue Interest at a rate determined by the Participant's age on January
1, 1987, as if such amounts had been deferred on January 1, 1987.
Interest on each deferral shall continue to accrue at the rate determined
by the Participant's age at the time the deferral is made until all
benefits payable hereunder have been distributed to, or with respect to,
the Participant.
The Board shall have the right to delegate to NS's chief
financial officer the responsibility for supervising the maintenance of
the Participants' respective Accounts and, subject to Section 6, the
method of distribution of the amounts credited to the Accounts.
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DIRECTORS' DEFERRED FEE PLAN EXHIBIT 10(h) Page 4 of 6
OF NORFOLK SOUTHERN CORPORATION
(Effective June 1, 1982)
Last Amended January 1, 1994
RESTRICTIONS
------------
SECTION 5. The Participants shall have only those rights in
respect of the amounts credited to their Accounts specifically set forth
herein.
No Participant may, prior to the distribution of funds to him
pursuant to Section 6, sell, assign, transfer (except to a death
beneficiary or beneficiaries by will or descent), distribute, pledge as
collateral for a loan or as security for the performance of any
obligation, exchange or otherwise dispose of any interest he may have in
the amounts credited to his Account.
The amounts credited to the Accounts shall remain assets of NS
until distributed to Participants pursuant to Section 6.
DISTRIBUTION
------------
SECTION 6. Distributions of the amounts credited to a
Participant's Account shall be made in ten annual cash installments
beginning with the first day of the calendar year immediately following
the year when a Participant ceases to be an NS director by retirement or
otherwise. Upon the death of a Participant prior to the expiration of
the period during which the deferred amounts are payable, the balance of
the deferred fees and interest credited to his Account shall be payable
to his death beneficiary or beneficiaries in full on the first day of the
calendar year following the year in which he dies.
RECALCULATION EVENTS
--------------------
SECTION 7. NS' commitment to accrue and pay Interest as
provided in Section 4 is facilitated by the purchase of corporate-owned
life insurance purchased on the lives of eligible Participants. If the
Board, 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 NS to
recover the cost of providing the benefits otherwise payable under the
Plan, then, if the Board 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, but which shall be not less than one-half (1/2) the rate of
Interest provided in Section 4.
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DIRECTORS' DEFERRED FEE PLAN EXHIBIT 10(h) Page 5 of 6
OF NORFOLK SOUTHERN CORPORATION
(Effective June 1, 1982)
Last Amended January 1, 1994
AMENDMENTS
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SECTION 8. The Board in its sole discretion may at any time
modify or amend any provisions of the Plan, or suspend or terminate the
Plan. However, except as otherwise provided in Section 7, no
modification, amendment, suspension or termination of the Plan may,
without his consent, apply to or affect the rights of a Participant in
respect of amounts credited to his Account for any month ended prior to
the effective date of that modification, amendment, suspension or
termination.
NATURE AND SOURCE OF PAYMENTS
-----------------------------
SECTION 9. The obligation to make payments hereunder with
respect to each Participant shall constitute a liability of NS to the
Participant and any death beneficiaries in accordance with the terms of
the Plan. All payments hereunder shall be made from the general funds of
NS, and nothing herein shall be deemed to create a trust of any kind or a
fiduciary relationship between NS 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 other
beneficiary shall have any interest in any particular asset of NS by
virtue of the existence of the Plan. Participants and beneficiaries
shall stand in the position of unsecured creditors of NS, and all rights
hereunder are subject to the claims of creditors of NS.
EXPENSES OF ADMINISTERING PLAN
------------------------------
SECTION 10. All expenses of administering the Plan shall be
borne by NS and no part thereof shall be charged against the benefit of
any Participant.
FACILITY OF PAYMENT
-------------------
SECTION 11. If the Board 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 therefor 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
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DIRECTORS' DEFERRED FEE PLAN EXHIBIT 10(h) Page 6 of 6
OF NORFOLK SOUTHERN CORPORATION
(Effective June 1, 1982)
Last Amended January 1, 1994
a brother or sister of such individual, or to any other person deemed by
the Board to have incurred expenses of such individual, in such manner
and proportions as the Board may determine. Any such payment shall be a
complete discharge of the liabilities of NS with respect thereto under
the Plan.
CONTINUED SERVICE
-----------------
SECTION 12. Nothing contained herein or in a deferral
agreement shall be construed as conferring upon any Participant the right
nor imposing upon him the obligation to continue in the service of NS in
any capacity.
DISPUTED QUESTIONS
------------------
SECTION 13. Any disputed question arising under the Plan,
including questions of construction and interpretation, shall be
determined conclusively and finally by the Board.
EFFECTIVE DATE
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SECTION 14. The Plan became effective on June 1, 1982, and was
last amended effective January 1, 1994.