Benefit Costs. Premium - $24.13 for UNUM Provident + $2.55 for Reliance Standard = $26.68 Total

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1 Income Protection and Accidental Death Benefits Negotiated by the General Committees of Adjustment Brotherhood of Locomotive Engineers and Trainmen Norfolk Southern Railway Benefit Costs Premium - $24.13 for UNUM Provident + $2.55 for Reliance Standard = $26.68 Total $13 a month paid by Norfolk Southern, $13.68 (before taxes) a month paid by each Norfolk Southern Engineer as defined by the September 9, 2004 memorandum agreement Benefit Outline Long-Term Disability Coverage Provided by UNUM Provident $1,516 per Month Benefit (taxable) 30 day Elimination Period Pre-existing Conditions are Covered from Day One Guaranteed Issue for all Norfolk Southern Railway Engineers (no physical required for entry into the program) 12 Month Benefit Period 24 Hour Coverage (you are covered for both on the job and offihejob disabilities - accident and illness) Own Occupation Definition of Disability No Offsets from Sickness Benefits, Railroad Retirement Or any Other Policies you may have No Payback for any FELA Settlement you may receive Demoted BLET Engineers as defined by the September 9, 2004, Agreement may continue to participate through payroll deductions at the same group rate 3 Year Rate Guarantee Third Part Accident Insurance "Deadhead Coverage" Coverage Provided by Reliance Standard Life $500,000 Accidental Death and Dismemberment m $10,000 Extra Seatbelt Coverage $550 per Week Accident Disability m 14 Day Wait 26 Week Benefit m Paid on top of Disability and all other Policies

2 Brotherhood of Locomotive Engineers and Trainmen A Division of the Rail Conference-International Brotherhood of Teamsters GENERAL COMMITTEE OF ADJUSTMENT Norfolk Southern Railway Systems Lines (former Southern). P.O. Box Asheville, North Carolina Phone: (828) (828) Fax: (828) W. M. OVERTONJR. 1st Vice-Chairman / Secretary-Treasurer R. C. WALIACE W< A. THOMPSON 2nd Vice-Chairman Willard E. Knight P. 0.Box 279 Wheefersburg, OH Larry W. Sykes Beech Daly Road Tayfor, M! Ray C. Wallace P.O. Box Asheville. NC September 22, 2004 To all BLET Local Chairmen Norfolk Southern Corporation Dear Sirs and Brothers: In accordance with Section 41(b) of the General Committee Rules of the Bylaws of the Brotherhood of Locomotive Engineers and Trainmen, we are asking each of you to poll your respective membership at the next regular meeting of your Local Division on the Benefits Package negotiated by your General Committees of Adjustment through Mr. James N. DiDonato at Locomotive Disability Specialists. This package includes Long-term Disability insurance and Third-party Accident insurance - "Deadhead Coverage" - and is underwritten by Unum Provident and Reliance Standard Life Insurance Company, respectively. We urge you to support this plan as it will provide needed income protection and accidental death benefits for our members and their families. An updated synopsis of the plan is included with this mailing to explain the benefits along with a copy of the tentative agreement with Norfolk Southern. As a result of the last BLET National Agreement, the Carriers will provide $13.00 toward the cost of any plan we would negotiate. The plan we negotiated has a three-year guaranteed premium of $26.68 a month per member. A major consideration for your General Committees has been how we would cover the difference of $13.68 per member per month. Initially, we looked at reducing our next general wage increase (GWI) or reducing the December 31, 2004 Cost-of-Living Allowance (COLA) payment. After much deliberation, it was decided that any reduction in the GWI or COLA would prove to be more costly to our members. Therefore, we felt the best choice was the $13.68 per month contribution to the plan by each member which would be through a pre-tax payroll deduction. ^93 Printed in U.S.A. AFFILIATED WITH AFL-C10 Serving Since 1863

3 All BLET Local Chairmen Re: Benefits Package September 22, Page 2 Those working in both Engine and Train Service during the course of each year will be eligible if more than half of their earnings are as an Engineer based on the formula set forth in the enclosed September 9, 2004, Memorandum of Agreement. As information, while eligible demoted Engineers have been included in the plan, we are also working on a voluntary plan for our Trainmen/Conductor members as well. It is very important to understand that this insurance is not offset by any other voluntary insurance policies that your members may have. This is a flat benefit with no offset and in no way is intended to replace coverage your members may already have and choose to retain. This vote is being conducted pursuant to Section 41(b), General Committee Rules, and we urge you to encourage attendance at the next regular Local Division meeting by as many members as can possibly attend. We urge all of you to work toward ratification of this plan as it will provide a much needed protection for our members when the unexpected occurs. Please don't hesitate to contact your respective general chairman should you have any further questions concerning these policies. Fraternally yours, ^ Willard NS Eastern Lines Larry W. Sylfes NS Northern Lines Ray C. Wallace NSR

4 Norfolk Southern Corporation 223 East City Had Avenue Norfolk, Virginia /" September 9,2004 NA-03-BLE Mr, W. E, Kjught, P. 0, Box 279 Wheclersburg, Ohio Mr, R. C. Wallace, P. 0. Box Asheville, North Carolina Gentlemen: Mr. L, W. Sykes, Beech Daiy Road Taylor, Michigan ^ This refers to our ongoing discussions relative to a short-term disability plan (STD Plan). As you are aware, Norfolk Southern is not covered by the wage provisions of the December 18, 2003 BLE National Agreement. With respect to carriers noi covered by the wage provisions of that agreement, Aiticic (V, Pan A, Section 5ft?) provides that "earner payment arrangements fit any) with respect to the STD plan shall be governed by such terms as may be agreed to by die parties,'-' Therefore, the following sets forth the agreed to earner payment arrangements, During each month beginning with the month of January 2005, the carrier shall remit to the BLET Insured STD Plan the sum of $26.68 for each employee covered by the Health and Welfare provisions of the December 18, 2003 BLE National Agreement for whom die earner is required to make a payment to the Railroad Employees National Health and Welfare Plan or to the new Health and Welfare Plan described in Article W, Part C of the above referenced National Agreement The National H&W Understanding with respect to plan coverage for train and engine service employees defines which employee is covered by the above referenced plan. That is each employee, whose preponderance of earnings in the 12-month period prior to July 1 of any given year is in engine service, is covered during the succeeding calendar yca-r (m each month in which the qualification criteria are met), Carrier contribution to the STD Plan will be limited to these employees. Each employee for whom the carrier makes a $26.68 STD contribution shall have deducted from his or her gross pay the sum of $13.68 in the same pay period as the Carries contribution to the short term disability plan. If this accurately reflects your understanding, please so indicate by signing m the space provided below. Verv truly yours, Agreed: ^} ^ ^^S^^^^ A / ^/^^ W, E. Knight/Sen ^ ws - ^^.^ w^^ L. W- Svkes, ^, ^ ^ ^^. ^ ^ ^ ^-^ R. C. Wall ace.

5 $5,000,000 Aggregate per Accident Only Paid if No FELA Case Available Accidental Death, Dismemberment and Paralysis If injury results due to a covered loss within 365 days of the date of the accident that caused the injury, the plan will pay in one sum the indicated percentage of Principal Sum as follows: Loss of Life Both Hands or Both Feet Sight of Both Eyes One Hand and One Foot One Hand and the Sight of One Eye One Foot and the Sight of One Eye Speech and Hearing in Both Ears The Sight of One Eye One Ha'nd or One Foot Speech or Hearing in Both Ears Thumb and Index Finger of the Same Hand Quadriplegia Paraplegia Hemiplegia Percentage 25% 75% Reduction Schedule The maximum amount used to determine the amount payable for a loss will be reduced if an insured person is age 70 or older on the date of the accident causing the loss with respect to any of the following benefits provided by the plan: Accidental Death Benefit, Accidental Dismemberment Benefit, Paralysis Benefit or Seat Belt Benefit. The maximum amount is reduced to a percentage of the maximum amount that would be used if the insured person were under age 70 on the date of the accident according to the following schedule: Age on Date of Accident and Older Percentage of Under-age-70 Maximum Amount 65% 45% 30% 15% Seat Belt Benefit Pays an additional benefit of $10,000 if a covered accidental death occurs while operating or riding as a passenger in an automobile if it is verified that the person was wearing a properly-fastened, originally factory-installed seat belt Weekly Accident Indemnity Benefit Pays an additional benefit if as the result of a covered accident the insured person is rendered totally disabled within 30 days of the accident that caused the injury. No benefit is provided for the first 15 days of total disability. The amount of the benefit per week is the lesser of the benefit plan amount selected or 75% of weekly earnings. It is payable weekly as long as the injured person remains totally disabled due to that injury up to a maximum of 26 weeks. Only one benefit is provided for any one day, regardless of the number of injuries causing the total disability. No benefits are payable under this benefit if the insured person had no earnings at the time of the accident causing the injury from an occupation, job or work being performed at the time.

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