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Norfolk Southern Corp – ‘10-K’ for 12/31/02 – EX-7

On:  Friday, 2/21/03, at 9:07pm ET   ·   As of:  2/24/03   ·   For:  12/31/02   ·   Accession #:  702165-3-77   ·   File #:  1-08339

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  As Of                Filer                Filing    For·On·As Docs:Size

 2/24/03  Norfolk Southern Corp             10-K       12/31/02   16:3.3M

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.03M 
 2: 10-K        Annual Report -- nsc10k02                            PDF    364K 
14: EX-1        Underwriting Agreement                                 8±    32K 
 9: EX-2        Plan of Acquisition, Reorganization, Arrangement,    112±   417K 
                          Liquidation or Succession                              
 6: EX-3        Articles of Incorporation/Organization or By-Laws      7±    28K 
 7: EX-4        Instrument Defining the Rights of Security Holders     3     20K 
 8: EX-5        Opinion re: Legality                                  17±    65K 
 3: EX-6        Opinion re: Discount on Capital Shares                 3±    14K 
 4: EX-7        Opinion re: Liquidation Preference                     4     26K 
 5: EX-8        Opinion re: Tax Matters                                6±    27K 
10: EX-9        Voting Trust Agreement                              HTML     23K 
11: EX-10       Material Contract                                   HTML     17K 
12: EX-11       Statement re: Computation of Earnings Per Share     HTML     10K 
13: EX-12       Statement re: Computation of Ratios                 HTML     11K 
15: EX-13       Annual or Quarterly Report to Security Holders      HTML     11K 
16: EX-14       Material Foreign Patent                               21±    85K 


EX-7   —   Opinion re: Liquidation Preference
Exhibit Table of Contents

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11st Page   -   Filing Submission
2Norfolk Southern Safety Performance Contest Groups
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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.
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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
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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.
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APPENDIX A NORFOLK SOUTHERN SAFETY PERFORMANCE CONTEST GROUPS *********************************************************************** 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 *************************************************************** 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 ******************************************************************* D. SUPPORT SERVICES ENGINEERING MISC CUSTOMER SERVICES TRANSPORTATION SERVICES MECHANICAL HQ

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/05/24  Norfolk Southern Corp.            10-K       12/31/23  117:12M
 2/03/23  Norfolk Southern Corp.            10-K       12/31/22  117:15M
 2/04/22  Norfolk Southern Corp.            10-K       12/31/21  120:12M
 2/04/21  Norfolk Southern Corp.            10-K       12/31/20  120:14M
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Filing Submission 0000702165-03-000077   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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