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EXHIBIT 10(k) Page 1 of 2
NORFOLK SOUTHERN CORPORATION
Directors' Pension Plan
-----------------------
I. Effective Date: June 1, 1982, as last amended January 23, 1996,
-------------- to be effective June 1, 1996.
II. Eligible (1) Each outside director of the Corporation
Directors: who has served (i) in such capacity or (ii) in
--------- such capacity and as a director of Norfolk and
Western Railway Company (NW) or Southern Railway
Company (SR), while not also serving as an
officer of NW or SR, for a total of at least
five years, and retires on or after June 1,
1982, but before June 1, 1996, either
(a) at or after age 70, or
(b) because of sickness, disability or other
inability to serve,
shall be eligible to receive a retirement
benefit ("Retirement Benefit") under this
Plan as described in Section III (1) below.
(2) For the purposes of this Plan, an "outside
director" shall be defined as a director of the
Corporation who is not also an officer of the
Corporation.
III. Benefits: (1) Each Eligible Director who retires pursuant to
-------- Section II(1)(a) above shall receive annually
for life a Retirement Benefit equal to the annual
retainer in effect for outside directors at the
time of retirement.
(2) Each Eligible Director who retires because of
sickness, disability or other inability to serve
shall receive annually for life a Retirement
Benefit equal to a percentage of the annual
retainer in effect for outside directors at the
time of retirement, in accordance with the
following schedule:
At least 5 but less than 6 years of service - 50%
At least 6 but less than 7 years of service - 60%
At least 7 but less than 8 years of service - 70%
At least 8 but less than 9 years of service - 80%
At least 9 but less than 10 years of
service - 90%
10 or more years - 100%
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NORFOLK SOUTHERN CORPORATION EXHIBIT 10(k) Page 2 of 2
Directors' Pension Plan
Effective June 1, 1996
(3) The Retirement Benefit under this Plan shall be
payable quarterly on or about the last day of the
last month of each calendar quarter commencing
with the quarter in which the director retires,
and shall terminate with the payment for the
quarter in which the retired director shall die.
(4) Each Eligible Director may elect in writing at
any time up to six months prior to retirement
hereunder to receive a Retirement Benefit under
this Plan in the form of a joint and survivor
annuity payable as a reduced Retirement Benefit
to the director during life and after death to
the surviving spouse during life in an amount,
at the option of the director, equal to 50% or
100% of the reduced Retirement Benefit payable
to the director. A director electing this
option shall have the Retirement Benefit
actuarially reduced to reflect the cost of
this protection.
IV. Director Each outside director of the Corporation serving on
Serving on June 1, 1996, shall have credited to an individual
June 1, 1996: memorandum account maintained pursuant to the Outside
------------ Directors' Deferred Stock Unit Program the present
value of his or her Retirement Benefit under the Plan
as of May 31, 1996, calculated as if the director had
retired on the expected retirement date and discounted
to his or her present age using the PBGC plan
termination rate of 4.5 percent, assuming the
director did not elect a joint-and-survivor annuity
and further assuming an annual pension benefit equal
to the 1996 retainer of $32,000. The present value
of each such director's Retirement Benefit will be
converted into stock units and fractions thereof
(carried out to four decimal places) based on the
mean of the high and low prices at which NS Common
Stock traded May 9, 1996, as reported in the
Composite Transactions for such date by THE WALL
STREET JOURNAL. Thereafter, such outside director
shall have no further benefit under this Plan.
V. Miscellaneous: This Plan may be amended or terminated by the Board
------------- of Directors of the Corporation.