PAGE 67
EXHIBIT 10(i), Page 1 of 5
SUPPLEMENTAL BENEFIT PLAN
OF
NORFOLK SOUTHERN CORPORATION
AND
PARTICIPATING SUBSIDIARY COMPANIES
(as last amended May 9, 1996)
ARTICLE I. INTRODUCTION
This Supplemental Benefit Plan ("Plan"), formerly the Excess Benefit
Plan, was established by Norfolk Southern Corporation effective
June 1, 1982, ("Effective Date") to provide retirement benefits to
eligible employees in excess of those provided for by the Retirement
Plan of Norfolk Southern Corporation and Participating Subsidiary
Companies. This Plan is the successor to and supersedes, as
of the Effective Date, the following plans:
Excess Benefit Plan of Norfolk and Western Railway Company
Southern Railway System Supplemental Retirement Plan
Norfolk and Western Railway Company Executives Contingent
Compensation Plan Pension Resolution
ARTICLE II. DEFINITIONS:
NSC Norfolk Southern Corporation, a Virginia
corporation.
Pension The Pension Committee of the Board of Directors
Committee of NSC.
Retirement Retirement Plan of Norfolk Southern Corporation
Plan and Participating Subsidiary Companies.
Member A person entitled to participate in the
Retirement Plan.
Participating Each subsidiary or affiliated company of NSC
Subsidiary which is a Participating Subsidiary in the
Retirement Plan shall automatically participate
in the Plan.
Participant A Member of the Retirement Plan who is eligible
to participate under Article III.
Deferred Amounts the receipt of which a Participant elects
Compensation to defer under the:
Deferred Compensation Plan of Norfolk and
Western Railway Company
Southern Railway System Executive, General or
Middle Management Incentive Plan
Norfolk Southern Corporation Management
Incentive Plan
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SUPPLEMENTAL BENEFIT PLAN OF EXHIBIT 10(i), Page 2 of 5
NORFOLK SOUTHERN CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES
(as last amended May 9, 1996)
Norfolk Southern Corporation Executive
Management Incentive Plan
Norfolk Southern Corporation Officers' Deferred
Compensation Plan
NW Pension Resolutions adopted by the Board of Directors of
Resolutions Norfolk and Western Railway Company at its
meetings held on January 23, 1968, June 24, 1969,
November 25, 1969, January 26, 1971, and April 23,
1974, authorizing the respective payments of
additional pension benefits to five Members.
Average Final Compensation as defined in Article II of the
Compensation Retirement Plan.
ARTICLE III. ELIGIBILITY
1. The following Members of the Retirement Plan shall be eligible to
participate in the Plan on or after the Effective Date:
(a) Any Member of the Retirement Plan whose benefit computed under
Article VI of the Retirement Plan without regard to the maximum
limitation on benefits imposed by Section 415 of the Internal
Revenue Code exceeds such maximum limitation on benefits;
(b) Any Member of the Retirement Plan whose benefit computed under
Article VI of the Retirement Plan disregards amounts of
Deferred Compensation in the computation of his Average Final
Compensation;
(c) Any Member of the Retirement Plan entitled to receive a pension
benefit, in excess of the benefit computed under the provisions
of the Retirement Plan, pursuant to an NW Pension Resolution;
(d) Any Member of the Retirement Plan entitled to receive a pension
benefit, in excess of the benefit computed under the provisions
of the Retirement Plan, pursuant to a resolution adopted by the
Board of Directors of NSC;
(e) Any Member of the Retirement Plan whose Compensation exceeds
the limitation contained in Section 401(a)(17) of the Internal
Revenue Code;
(f) Any Member protected by the Pension Benefits Standard Act of
Canada whose benefit computed under Article VI of the
Retirement Plan exceeds $60,000; or
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SUPPLEMENTAL BENEFIT PLAN OF EXHIBIT 10(i), Page 3 of 5
NORFOLK SOUTHERN CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES
(as last amended May 9, 1996)
(g) Any Member of the Retirement Plan entitled to receive a pension
benefit in excess of the benefit computed under the provisions
of the Retirement Plan, pursuant to the provisions of any
agreement between a Participant and NSC providing benefits upon
"Termination" of a Participant's employment following a "Change
in Control" (as the terms "Termination" and "Change in Control"
are defined in any such agreement).
2. Any participant of the Excess Benefit Plan of Norfolk and Western
Railway Company or the Southern Railway System Supplemental
Retirement Plan or any individual covered by the Norfolk and Western
Railway Company Executives Contingent Compensation Plan Pension
Resolution, dated September 24, 1968, shall become a Participant on
the Effective Date.
ARTICLE IV. SUPPLEMENTAL BENEFIT
1. A Participant shall, upon retirement under the Retirement Plan, be
entitled to receive a monthly benefit equal to the excess of
(a) the monthly benefit under Article VI of the Retirement Plan if
such benefit had been computed
(i) without regard to the limitation imposed by Section
415 of the Internal Revenue Code and provided for in
Section 1 of Article VII of the Retirement Plan;
(ii) without regard to the limitation of Compensation
imposed by Section 401(a)(17) of the Internal Revenue
Code;
(iii) without regard to the $60,000 limitation on benefits
payable to Members protected by the Pension Benefits
Standard Act of Canada;
(iv) by including in the calculation of Average Monthly
Final Compensation amounts of Deferred Compensation,
if any;
(v) by including service credits and applying any offsets
provided for under any NW Pension Resolution, if any;
and
(vi) by including the service credits and compensation to
which a Participant is entitled pursuant to the
provisions of any agreement providing the benefits
described in Article III, Section 1(g), hereof, over
(b) the monthly benefit actually payable under the Retirement Plan.
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SUPPLEMENTAL BENEFIT PLAN OF EXHIBIT 10(i), Page 4 of 5
NORFOLK SOUTHERN CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES
(as last amended May 9, 1996)
2. A Participant shall, upon retirement under the Retirement Plan, be
entitled to receive a monthly benefit, in excess of the benefit
otherwise payable under the Retirement Plan and in addition to any
amount payable pursuant to Section 1 of this Article IV, in an
amount so provided by a resolution adopted by the Board of Directors
of NSC, if any.
3. Any survivorship option which has been elected or is in force under
Article VIII of the Retirement Plan at the time of a Participant's
death shall be deemed to have been elected or be in force under this
Plan.
4. The payment of excess benefits under the Plan shall be made in a
manner consistent with the provisions of the Retirement Plan, and
shall continue for the same period of time.
ARTICLE V. FUNDING
The benefits under the Plan shall be paid in cash from the general
funds of NSC or its Participating Subsidiary, and no special or separate
fund shall be established or other segregation of assets made to assure
such payments. Nothing contained in the Plan shall create or be
construed to create a trust of any kind. To the extent that any person
acquires a right to receive payments under the terms of the Plan, such
right shall be no greater than the right of an unsecured creditor of NSC
or its Participating Subsidiary.
ARTICLE VI. ADMINISTRATION
1. The Plan shall be administered by the Pension Committee, which is
composed of three or more NSC directors appointed by the NSC Board
who are not eligible to participate in the Plan and who shall serve
at the pleasure of the Board. Each member of the Pension Committee,
while serving as such, shall be considered to be acting in his
capacity as a director of NSC.
2. The Pension Committee shall from time to time adopt rules and
regulations determined to be necessary to ensure the effective
implementation of the Plan.
3. The Pension Committee shall have the power to interpret the Plan.
Any disputed question arising under the Plan, including questions of
construction and interpretation, shall be determined conclusively
and finally by the Pension Committee.
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SUPPLEMENTAL BENEFIT PLAN OF EXHIBIT 10(i), Page 5 of 5
NORFOLK SOUTHERN CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES
(as last amended May 9, 1996)
ARTICLE VII. RIGHTS AND RESTRICTIONS
1. Participants in the Plan shall have only those rights in respect of
the Plan specifically set forth herein.
2. This Plan shall not be deemed to constitute a contract between NSC
or any Participating Company and any Participant or surviving spouse
of a deceased Participant, nor shall it be construed to be
consideration for or an inducement or condition of the employment of
any Participant. Nothing contained herein shall be deemed to give
any Participant the right to continued employment.
3. Benefits payable hereunder shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to accomplish any of these
mentioned acts shall be void. Benefits shall not be subjected to
attachment or other legal process or debts of the retired
Participant or surviving spouse.
ARTICLE VIII. AMENDMENTS AND TERMINATIONS
The Plan may be amended at any time, and retroactively, if deemed
necessary or appropriate, by any proper officer of NSC to effect changes
which are, in his or her sole discretion, ministerial, substantively
administrative, or necessary to comply with statutory or other legally
mandated requirements, and the implementation of which does not result in
a material cost to NSC.
The Board or Directors of NSC, in its sole discretion, may at any
time modify or amend any provisions of the Plan or may suspend or
terminate the Plan, in whole or in part, but no such action shall
retroactively impair or otherwise adversely affect the rights of any
person to benefits under the Plan which have accrued prior to the date of
such action, as determined by the Pension Committee.
/s/ Paul N. Austin
------------------------------------
P. N. Austin
Vice President Personnel