<PAGE>  PAGE 165


                                             EXHIBIT 10(m), Page 1 of 15


                      NORFOLK SOUTHERN CORPORATION
                        LONG-TERM INCENTIVE PLAN

                  AS AMENDED EFFECTIVE JANUARY 25, 2000



Section 1.   PURPOSE

The purpose of the Long-Term Incentive Plan, as amended (the "Plan"), is
to promote the success of Norfolk Southern Corporation (the
"Corporation") and to provide an opportunity for officers and other key
employees of the Corporation and its Subsidiary Companies (as hereinafter
defined) to acquire or increase a proprietary interest in the Corporation
and thereby to provide an additional incentive to officers and other key
employees to devote their maximum efforts and skills to the advancement,
betterment, and prosperity of the Corporation and its shareholders.  The
Plan provides for the grant of incentive stock options, non-qualified
stock options, stock appreciation rights, performance share units,
performance shares, and shares of the Corporation's common stock
(restricted pursuant to the provisions of Section 9 of the Plan), in
accordance with the terms and conditions set forth below.


Section 2.   DEFINITIONS

The terms used herein shall have the following meanings unless otherwise
specified or unless a different meaning is clearly required by the
context:

Award          Any one or more of the following:  Incentive Stock Option;
               Non-qualified Stock Option; Stock Appreciation Right;
               Restricted Shares; Performance Share Units; and
               Performance Shares.

Beneficiary    The person or persons designated in writing by the
               Participant as his Beneficiary in respect of Awards or, in
               the absence of such a designation or if the designated
               person or persons predecease the Participant, the person
               or persons who shall acquire the Participant's rights in
               respect of Awards by bequest or inheritance in accordance
               with the applicable laws of descent and distribution. In
               order to be effective, a Participant's designation of a
               Beneficiary must be on file with the Corporation before
               the Participant's death.  Any such designation may be
               revoked and a new designation substituted therefor by the
               Participant at any time before his death without the
               consent of the previously designated Beneficiary.

Board of       The Board of Directors of the Corporation.
Directors

Code           The Internal Revenue Code of 1986, as amended from time to
               time.

<PAGE>  PAGE 166

                                             EXHIBIT 10(m), Page 2 of 15



Committee      The Compensation and Nominating Committee or any other
               committee of the Board of Directors which is authorized to
               grant Awards under this Plan.

Common Stock   The Common Stock of the Corporation.

Disability     A disability that enables the Participant to be eligible
               for and receive a disability benefit under the Long-Term
               Disability Plan of the Corporation or a long-term
               disability plan of a Subsidiary Company (whichever is
               applicable), as amended from time to time.

Exercise       With respect to a Stock Appreciation Right, all of the
Gain Shares    shares of Common Stock received upon exercise of the Stock
               Appreciation Right.
               With respect to an Option, the portion of the shares of
               Common Stock received upon exercise of the Option equal to
               the excess of the Fair Market Value, as of the exercise
               date, over the Option price, multiplied by the number of
               shares purchased under the Option on the exercise date,
               divided by such Fair Market Value, and rounded down to the
               nearest whole number of shares.

Fair Market    The value of Common Stock on a particular date as measured
Value          by the mean of the high and low prices at which it is
               traded on such date as reported in the Composite
               Transactions for such date by The Wall Street Journal, or,
               if Common Stock was not traded on such date, on the next
               preceding day on which Common Stock was traded.

Incentive      An Option that complies with the terms and conditions set
Stock          forth in Section 422(b) of the Code and is designated by
Option         the Committee as an Incentive Stock Option.


Non-qualified  An Option granted under the Plan other than an Incentive
Stock Option   Stock Option.

Option         Any option to purchase Common Stock granted pursuant to the
               provisions of Section 6 or Section 7 of the Plan.

Optionee       A Participant who is the holder of an Option.

Participant    Any officer or key employee of the Corporation or a
               Subsidiary Company selected by the Committee to
               participate in the Plan.

Performance    The period of time, designated by the Committee, over which
Cycle          Performance Shares may be earned.

<PAGE>  PAGE 167

                                             EXHIBIT 10(m), Page 3 of 15



Performance    Shares of Common Stock granted pursuant to Section 10 of
Shares         the Plan, which may be made subject to the restrictions
               and other terms and conditions prescribed in Section 11 of
               the Plan.

Performance    Contingent rights to receive Performance Shares pursuant to
Share Units    Section 10 of the Plan.

Restricted     Shares of Common Stock granted pursuant to Section 9 of the
Shares         Plan and subject to the restrictions and other terms and
               conditions set forth therein.

Restriction    A period of time not less than twenty-four (24) nor more
Period         than sixty (60) months, to be determined within those
               limits by the Committee in its sole discretion, commencing
               on the date as of which Restricted Shares are granted,
               during which the restrictions imposed by paragraph (b) of
               Section 9 of the Plan shall apply.  The Committee shall
               determine the length of the Restriction Period at the time
               that the Restricted Shares are granted.

Retirement     Retirement from the Corporation or a Subsidiary Company
               pursuant to the provisions of the Retirement Plan of the
               Corporation or a retirement plan of a Subsidiary Company
               (whichever is applicable), as amended from time to time.

Share          An agreement entered into pursuant to Section 11 of the
Retention      Plan.
Agreement

Stock          The right, granted pursuant to the provisions of Section 8
Appreciation   of the Plan, to receive a payment equal to the excess of
Right          the Fair Market Value of Common Stock over the Option
               price of such Common Stock, as specified in Section 8 of
               the Plan.

Subsidiary     A corporation of which at least eighty percent (80%) of the
Company        total combined voting power of all classes of stock
               entitled to vote is owned, directly or indirectly, by the
               Corporation.


Section 3.   ADMINISTRATION

The Plan shall be administered by the Committee, which, subject to the
limitations set forth herein, shall have the full and complete authority
and sole discretion from time to time to construe and interpret the Plan;
to select the officers and other key employees who shall be granted
Awards under the Plan; to determine the type, size, terms, and conditions
of the Award or Awards to be granted to each such Participant; to
authorize the grant of such Awards pursuant to the Plan; to give a
Participant an election to surrender an Award in exchange for the grant
of a new Award;

<PAGE>  PAGE 168

                                             EXHIBIT 10(m), Page 4 of 15



to adopt, amend and rescind rules and regulations relating to the Plan;
and to make all other determinations and take all other action it may
deem necessary or advisable for the implementation and administration of
the Plan.  The Committee may authorize the grant of more than one type of
Award, and Awards subject to differing terms and conditions, to any
eligible employee.  The Committee's decision to authorize the grant of an
Award to an employee at any time shall not require the Committee to
authorize the grant of an Award to that employee at any other time or to
any other employee at any time; nor shall its determination with respect
to the size, type, or terms and conditions of the Award to be granted to
an employee at any time require it to authorize the grant of an Award of
the same type or size or with the same terms and conditions to that
employee at any other time or to any other employee at any time.  The
Committee shall not be precluded from authorizing the grant of an Award
to any eligible employee solely because the employee previously may have
been granted an Award of any kind under the Plan.

All determinations of the Committee shall be by a majority of its members
and shall be final, conclusive and binding. Each member of the Committee,
while serving as such, shall be considered to be acting in his capacity
as a director of the Corporation, and no member of the Committee shall be
liable for any action taken or decision made in good faith with respect
to the implementation or administration of the Plan.


Section 4.   ELIGIBILITY

To be eligible for selection by the Committee to participate in the Plan,
an individual must be a full-time salaried officer or key employee of the
Corporation, or of a Subsidiary Company, and must reside in the United
States or Canada, on the date on which the Committee authorizes the grant
to such individual of an Award.  A director of the Corporation shall not
be eligible to participate in the Plan unless he is a full-time salaried
officer of the Corporation or a Subsidiary Company.


Section 5.   SHARES AVAILABLE

Subject to the provisions of Section 13 of the Plan, no more than an
aggregate of 39,878,604 shares of Common Stock may be issued pursuant to
the Plan.  Such shares shall be provided from shares of Common Stock
authorized but not issued.  Any shares of Common Stock which were subject
to an Option, a Stock Appreciation Right, or a Performance Share Unit,
and which were not issued prior to the expiration of the Award shall
thereafter again be available for award under the Plan.  Upon the
forfeiture of any Restricted Shares, the forfeited shares of Common Stock
shall thereafter be available for award under the Plan.  Notwithstanding
any other provision to the contrary, no Participant may be awarded a
grant in any one year, which, when added to any other grant of Options,
Restricted Shares, and Performance Share Units in the same year, shall
exceed 750,000 shares of Common Stock.  If an Option is canceled, the
canceled Option continues to count against the maximum number of shares
for which Options may be granted to a Participant in any year.

<PAGE>  PAGE 169

                                             EXHIBIT 10(m), Page 5 of 15



Section 6.   INCENTIVE STOCK OPTIONS

     (a)  General -- The Committee may authorize the grant of Incentive
Stock Options subject to the terms and conditions set forth in this
Section 6.  The grant of an Incentive Stock Option shall be evidenced by
a written Incentive Stock Option Agreement between the Corporation and
the Optionee, setting forth the number of shares of Common Stock subject
to the Incentive Stock Option evidenced thereby and the terms,
conditions, and restrictions applicable thereto.  The issuance of shares
of Common Stock pursuant to an Incentive Stock Option also shall be
subject to the provisions of any Share Retention Agreement that may be
required by the Committee under Section 11 of the Plan.

     (b)  Option Price -- The Committee shall determine the Option price
for each share of Common Stock purchased under an Option, but, subject to
the provisions of Section 13 of the Plan, in no event shall the Option
price be less than one hundred percent (100%) of the Fair Market Value of
the Common Stock on the date the Option is granted.

     (c)  Duration of Options -- The Committee shall fix the term or
duration of Options, provided that such term shall not exceed 10 years
from the date the Option is granted, and that such term shall be subject
to earlier termination pursuant to the provisions of paragraph (g) of
this Section 6 or paragraph (e) of Section 8 of the Plan.

     (d)  Non-transferability of Options -- Options are not transferable
other than by will or the applicable laws of descent and distribution
following the death of the Optionee. Options may be exercised during the
lifetime of the Optionee only by him, and following his death only by his
Beneficiary.

     (e)  Exercise of Options -- The Committee shall determine the time
or times at which Options may be exercised; provided that such time or
times shall not occur before the latest of:

          (i)  the first anniversary of the date on which the Option was
granted;

          (ii) approval of the Plan, as hereby amended, by the
stockholders of the Corporation in the manner provided under Section
15(a) of the Plan; and

          (iii) the effectiveness of any registration statement
required to be filed under the Securities Act of 1933 for the
registration of the Common Stock to be issued upon exercise of the
Option.

     (f)  Payment of Option Price -- The purchase price of Common Stock
upon exercise of an Option shall be paid in full to the Corporation at
the time of the exercise of the Option in cash or, at the discretion of
the Committee and subject to any limitations or requirements that the
Committee may adopt, by the surrender to the Corporation of shares of
previously acquired Common Stock, which have been held by the Optionee

<PAGE>  PAGE 170

                                             EXHIBIT 10(m), Page 6 of 15



for at least twelve (12) months and which shall be valued at Fair Market
Value on the date that the Option is exercised, or, at the discretion of
the Committee, by a combination of cash and such Common Stock.

     (g)  Termination of Options -- No Option shall be exercisable after
it expires.  Each Option shall expire upon the earliest of:

          (i)  the expiration of the term for which the Option was
granted;

          (ii) (A)  Except as otherwise provided by the Committee, in the
case of an Optionee whose employment with the Corporation or a Subsidiary
Company is terminated due to Retirement, Disability or death, the
expiration of thirty-six (36) months after such termination of
employment, or

               (B)  in the case of an Optionee whose employment with the
Corporation or a Subsidiary Company is terminated for any reason other
than Retirement, Disability, or death, at the close of business on the
last day of active service by the Optionee with the Corporation or a
Subsidiary Company, or

               (C)  in the case of an Optionee who is granted a leave of
absence, at the close of business on the last day of active service by
the Optionee with the Corporation or a Subsidiary Company, unless the
Optionee has and remains eligible for a statutory right to reemployment;
or

          (iii) with the Optionee's consent, the grant of a new Award
to replace the Option.

     (h)  Limitation on Exercisability -- The aggregate Fair Market Value
(determined as of the time the Incentive Stock Option is granted) of the
Common Stock with respect to which Incentive Stock Options (granted on or
after January 1, 1987) are exercisable for the first time by the Optionee
during any calendar year shall not exceed $100,000.

     (i)  Order of Exercise -- An Incentive Stock Option granted prior to
January 1, 1987, shall not be exercisable while there is outstanding any
Incentive Stock Option which was granted to the Optionee before the grant
of the first-mentioned Incentive Stock Option.  For this purpose, an
Incentive Stock Option shall be treated as outstanding until it is
exercised in full or expires in accordance with paragraph (c) of this
Section 6.

     As used in paragraphs (h) and (i) of this Section 6, the term
Incentive Stock Option shall mean an option to purchase stock which is
granted pursuant to the provisions of this Plan or of any other plan of
the Corporation or of a parent or subsidiary corporation (as defined by
Section 424(f) of the Code) and which complies with the terms and
conditions set forth in Section 422(b) of the Code.

<PAGE>  PAGE 171

                                             EXHIBIT 10(m), Page 7 of 15



Section 7.   NON-QUALIFIED STOCK OPTIONS

The Committee may authorize the grant of Non-qualified Stock Options
subject to the terms and conditions specified in this Section 7.  The
grant of a Non-qualified Stock Option shall be evidenced by a written
Non-qualified Stock Option Agreement between the Corporation and the
Optionee, setting forth the number of shares of Common Stock subject to
the Non-qualified Stock Option evidenced thereby and the terms,
conditions, and restrictions applicable thereto.  Non-qualified Stock
Options granted pursuant to the provisions of this Section 7 shall be
subject to the terms, conditions, and restrictions set forth in
paragraphs (b) and (d) through (g) of Section 6 of the Plan.  The
limitations set forth in paragraphs (c), (h) and (i) of Section 6 of the
Plan shall not apply to Non-qualified Stock Options.  The issuance of
shares of Common Stock pursuant to a Non-qualified Stock Option also
shall be subject to the provisions of any Share Retention Agreement that
may be required by the Committee under Section 11 of the Plan.


Section 8.   STOCK APPRECIATION RIGHTS

     (a)  General -- The Committee may grant a Stock Appreciation Right
to a Participant in connection with an Option, or portion thereof as
determined by the Committee, subject to the terms and conditions set
forth in this Section 8. The Stock Appreciation Right may be granted at
the time of grant of the related Option and shall be subject to the same
terms and conditions as the related Option, except as this Section 8 may
otherwise provide.  The grant of a Stock Appreciation Right shall be
evidenced either by provisions in the Option agreement evidencing the
related Option or by a written Stock Appreciation Right Agreement between
the Corporation and the Optionee, identifying the related Option,
specifying the number of shares of Common Stock subject thereto, and
setting forth the terms and conditions applicable to the Stock
Appreciation Right.

     (b)  Exercise -- A Stock Appreciation Right shall be exercisable
only at such time or times, to such extent, and by such persons, as the
Option to which it relates shall be exercisable; provided that:

          (i)  if the Committee determines that all or part of a payment
in respect of a Stock Appreciation Right shall be made in cash, the Stock
Appreciation Right shall not be exercised before the expiration of one
(1) year from the date on which it was granted; provided, however, that
this subparagraph (i) shall not apply if the death or Disability of the
Optionee occurs within one (1) year after the grant of the Stock
Appreciation Right;

          (ii) if the Committee determines that all or part of a payment
in respect of a Stock Appreciation Right shall be made in cash, such
exercise may occur only on a day that is at least three (3) and no more
than twelve (12) business days after the date on which the Corporation
first made publicly available its most recent regular quarterly or annual
financial statements; and

<PAGE>  PAGE 172

                                             EXHIBIT 10(m), Page 8 of 15



          (iii) a Stock Appreciation Right granted in connection with
an Incentive Stock Option may not be exercised on any date on which the
Fair Market Value of a share of Common Stock is less than or equal to the
Option price per share under the related Incentive Stock Option.

     A Stock Appreciation Right shall be exercised by surrendering the
related Option, or the portion thereof pertaining to the shares with
respect to which the Stock Appreciation Right is exercised, and providing
the Corporation with a written notice in such form and containing such
information (including the number of shares of Common Stock with respect
to which the Stock Appreciation Right is being exercised) as the
Committee may specify.  The date on which the Corporation receives such
notice shall be the date on which the related Option, or portion thereof,
shall be deemed surrendered and the Stock Appreciation Right shall be
deemed exercised.

     (c)  Payment -- Upon exercise of a Stock Appreciation Right in the
manner provided in paragraph (b) of this Section 8, the Optionee shall be
entitled to receive Exercise Gain Shares equal to the number of shares of
Common Stock that have an aggregate Fair Market Value on the exercise
date equal to the amount by which the Fair Market Value of a share of
Common Stock on the exercise date exceeds the Option price per share of
the related Option, multiplied by the number of shares covered by the
related Option, or portion thereof, surrendered in connection with the
exercise of the Stock Appreciation Right.  The Exercise Gain Shares shall
be subject to the provisions of any Share Retention Agreement that may be
required by the Committee under Section 11 of the Plan.  In the sole
discretion of the Committee, all or part of the payment in respect of a
Stock Appreciation Right may be made in cash in lieu of Exercise Gain
Shares.

     (d)  Termination of Right -- A Stock Appreciation Right shall
expire, unless previously exercised or canceled, upon the expiration of
the Option to which it relates.

     (e)  Effect of Exercise -- A Stock Appreciation Right shall be
canceled when, and to the extent that, the related Option is exercised,
and an Option shall be canceled when, and to the extent that, the Option
is surrendered to the Corporation upon the exercise of a related Stock
Appreciation Right.


Section 9.   RESTRICTED SHARES

     (a)  General -- The Committee, in its sole discretion, may from time
to time authorize the grant of Restricted Shares to a Participant.  A
certificate or certificates representing the number of Restricted Shares
granted shall be registered in the name of the Participant.  Until the
expiration of the Restriction Period or the lapse of restrictions in the
manner provided in paragraph (d) or paragraph (e) of this Section 9, the
certificate or certificates shall be held by the Corporation for the
account of the Participant, and the Participant shall have beneficial
ownership of the Restricted Shares, including the right to receive
dividends on, and the right to vote, the Restricted Shares.

<PAGE>  PAGE 173

                                             EXHIBIT 10(m), Page 9 of 15



     (b)  Restrictions -- Until the expiration of the Restriction Period
or the lapse of restrictions in the manner provided in paragraph (d) or
paragraph (e) of this Section 9, Restricted Shares shall be subject to
the following restrictions and any additional restrictions that the
Committee, in its sole discretion, may from time to time deem desirable
in furtherance of the objectives of the Plan:

          (i)  the Participant shall not be entitled to receive the
certificate or certificates representing the Restricted Shares;

          (ii) the Restricted Shares may not be sold, transferred,
assigned, pledged, conveyed, hypothecated, or otherwise disposed of; and

          (iii) the Restricted Shares may be forfeited immediately as
provided in paragraph (d) of this Section 9.

     (c)  Distribution of Restricted Shares -- If a Participant to whom
Restricted Shares have been granted remains in the continuous employment
of the Corporation or a Subsidiary Company during the entire Restriction
Period, upon the expiration of the Restriction Period all restrictions
applicable to the Restricted Shares shall lapse, and the certificate or
certificates representing the shares of Common Stock that were granted to
the Participant in the form of Restricted Shares shall be delivered to
the Participant.

     (d)  Termination of Employment -- If the employment of a Participant
is terminated for any reason other than the Retirement, Disability, or
death of the Participant in service before the expiration of the
Restriction Period, the Restricted Shares shall be forfeited immediately
and all rights of the Participant to such shares shall terminate
immediately without further obligation on the part of the Corporation or
any Subsidiary Company.  If the Participant's employment is terminated by
reason of the Retirement, Disability, or death of the Participant in
service before the expiration of the Restriction Period, the number of
Restricted Shares held by the Corporation for the Participant's account
shall be reduced by the proportion of the Restriction Period remaining
after the Participant's termination of employment; the restrictions on
the balance of such Restricted Shares shall lapse on the date the
Participant's employment terminated; and the certificate or certificates
representing the shares of Common Stock upon which the restrictions have
lapsed shall be delivered to the Participant (or, in the event of the
Participant's death, to his Beneficiary).

     (e)  Waiver of Restrictions -- The Committee, in its sole
discretion, may waive any or all restrictions with respect to Restricted
Shares.


Section 10.  PERFORMANCE SHARES

The Committee, in its sole discretion, may from time to time authorize
the grant of Performance Share Units to a Participant.  Performance Share
Units shall entitle the Participant to Performance Shares (or cash in
lieu thereof) upon the achievement of such performance goals as may be

<PAGE>  PAGE 174

                                            EXHIBIT 10(m), Page 10 of 15



established by the Committee at the time of grant for three equally
weighted performance criteria:  (a) the Corporation's total stockholder
return as compared to the S&P 500 Index; (b) the Corporation's operating
ratio; and (c) the Corporation's return on average capital invested.  At
such time as it is certified by the Committee that the performance goals
established by the Committee have been attained or otherwise satisfied,
the Committee shall authorize the payment of cash in lieu of Performance
Shares or the issuance of Performance Shares registered in the name of
the Participant, subject to the provisions of any Share Retention
Agreement that may be required by the Committee under Section 11 of the
Plan, or both.

If the Participant's employment with the Corporation or a Subsidiary
Company is terminated before the end of a Performance Cycle for any
reason other than Retirement, Disability, or death, the Participant shall
forfeit all rights with respect to any Performance Shares that were being
earned during the Performance Cycle.  If the Participant is granted a
leave of absence before the end of a Performance Cycle, the Participant
shall forfeit all rights with respect to any Performance Shares that were
being earned during the Performance Cycle, unless the Participant has and
remains eligible for a statutory right to reemployment.  The Committee,
in its sole discretion, may establish guidelines providing that if a
Participant's employment is terminated before the end of a Performance
Cycle by reason of Disability, or death, the Participant shall be
entitled to a prorated payment with respect to any Performance Shares
that were being earned during the Performance Cycle.  If the
Participant's employment is terminated before the end of a Performance
Cycle by reason of Retirement, the Participant's rights with respect to
any Performance Shares being earned during the Performance Cycle shall,
subject to the other provisions of this Section 10, continue as if the
Participant's employment had continued through the end of the Performance
Cycle.


Section 11.  SHARE RETENTION AGREEMENTS

     (a)  General -- The Committee, in its sole discretion, may require
as a condition of an Award of an Option, Stock Appreciation Right, or
Performance Share Unit that the Participant and the Corporation enter
into a Share Retention Agreement, which shall provide that the
certificate or certificates representing any Exercise Gain Shares or
Performance Shares, when issued, shall be held by the Secretary of the
Corporation for the benefit of the Participant until such time as the
retention period specified by the Share Retention Agreement has expired
or has been waived by the Committee, whichever occurs first.  Each Share
Retention Agreement may include some or all of the terms, conditions and
restrictions set forth in paragraphs (b) through (g) of this Section 11.

     (b)  Retention Period -- Exercise Gain Shares and Performance Shares
that are subject to the Share Retention Agreement may not be sold,
transferred, assigned, pledged, conveyed, hypothecated or otherwise
disposed of within such period of time, of not less than twenty-four (24)

<PAGE>  PAGE 175

                                            EXHIBIT 10(m), Page 11 of 15



months and not more than sixty (60) months following the date of exercise
(in the case of Exercise Gain Shares) or the date of issuance (in the
case of Performance Shares), as shall be prescribed by the Committee.

     (c)  Tax Absorption Payment -- The Corporation may make a cash
payment, either directly to the Participant or on the Participant's
behalf, in an amount that the Committee estimates to be equal (after
taking into account any Federal and state taxes that the Committee
estimates to be applicable to such cash payment) to any additional
Federal and state income taxes that are imposed upon the Participant as a
result of the issuance of the Exercise Gain Shares or Performance Shares
that are subject to the Share Retention Agreement.  In determining the
amount to be paid pursuant to this paragraph (c), the Committee may adopt
such methods and assumptions as it considers appropriate, and it shall
not be required to examine the individual tax liability of each
Participant who has entered into a Share Retention Agreement.

     (d)  Termination of Employment -- If a Participant's employment with
the Corporation or a Subsidiary Company is terminated for any reason
other than Retirement, Disability, or death, Exercise Gain Shares or
Performance Shares subject to the Share Retention Agreement shall
continue to be held,  following the Participant's termination of
employment, until the expiration of the retention period specified by the
Share Retention Agreement.  If the Participant's employment is terminated
by reason of Retirement or Disability, Exercise Gain Shares and
Performance Shares then held subject to the Share Retention Agreement
shall continue to be held until the expiration of the applicable
retention period following termination of employment, but any such
retention period shall cease upon the earlier of the Participant's
attainment of age 65 or the expiration of two (2) years after the
Participant's Retirement or Disability, if either of those events occurs
before the expiration of the applicable retention period.  If the
Participant dies while Exercise Gain Shares or Performance Shares are
subject to a retention period under the Share Retention Agreement, such
retention period shall expire immediately at the time of death.

     (e)  Change in Control -- Upon a Change in Control, the retention
periods specified by all Share Retention Agreements shall immediately
expire.

     A Change in Control shall occur if:

          (i)  any person, other than the Corporation or a Subsidiary
Company or any employee benefit plan sponsored by the Corporation or a
Subsidiary Company, shall become the beneficial owner of, or obtain
voting control over, 20% or more of the Corporation's outstanding Common
Stock;

          (ii) the stockholders of the Corporation shall approve (A) any
consolidation or merger of the Corporation in which the Corporation is
not the continuing or surviving corporation or pursuant to which shares
of Common Stock would be converted into cash, securities, or other
property, other than a merger of the Corporation in which holders of
Common Stock immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately after

<PAGE>  PAGE 176

                                            EXHIBIT 10(m), Page 12 of 15



the merger as immediately before, or (B) any sale, lease, exchange, or
other transfer (in one transaction or a series of related transactions)
of all or substantially all the assets of the Corporation; or

     (iii) there shall have been a change in the composition of the
Board of Directors such that within any period of two (2) consecutive
years or less individuals who at the beginning of such period constituted
such Board, together with any new directors whose election, or nomination
for election by the Corporation's stockholders, was approved by a vote of
at least two-thirds of the directors then in office who were directors at
the beginning of such period, shall for any reason no longer constitute a
majority of the directors of the Corporation.

     If the expiration of a Share Retention Agreement pursuant to this
paragraph (e) causes a Participant to be subject to an excise tax under
Section 4999 of the Code, or any successor provision thereto (the "Excise
Tax"), the Corporation shall make a cash payment, either directly to the
Participant or on the Participant's behalf, in an amount that the
Committee estimates to be equal (after taking into account any Federal
and state taxes, including interest and penalties, that the Committee
estimates to be applicable to the additional cash payment) to the
additional Excise Tax imposed on the Participant as a result of the
expiration of the Share Retention Agreement.  In determining the amount
to be paid pursuant to this subparagraph, the Committee may adopt such
methods and assumptions as it considers appropriate, and it shall not be
required to examine the individual tax liability of each Participant to
whom this subparagraph applies.

     (f)  Waiver of Requirements -- The Committee, in its sole
discretion, may waive any or all retention periods or other restrictions
in the Share Retention Agreement.

     (g)  Distribution of Shares -- The Secretary of the Corporation
shall promptly distribute the certificate or certificates representing
the Exercise Gain Shares or Performance Shares subject to a Share
Retention Agreement upon expiration of the retention period or other
termination or waiver of the restrictions under this Section 11.


Section 12.  DIVIDEND EQUIVALENT PAYMENTS

The Committee may authorize the immediate or deferred payment of dividend
equivalents on some or all of the shares of Common Stock covered by
Options or Performance Share Units granted after January 1, 1989, in an
amount equal to, and commensurate with, dividends declared by the Board
of Directors and paid on Common Stock.  Dividend equivalents payable on
Option shares or on Performance Share Units under this Section 12 may be
paid in cash or in Common Stock at the discretion of the Committee.  The
Committee may authorize the immediate payment of dividend equivalents
under this Section 12 with respect to any Option for all or some portion
of its term by including a specific provision, authorizing such immediate
payment, in the Incentive Stock Option Agreement required under Section
6(a) of the Plan or the Non-qualified Stock Option Agreement required

<PAGE>  PAGE 177

                                            EXHIBIT 10(m), Page 13 of 15



under Section 7 of the Plan.  The Committee may authorize the immediate
payment of dividend equivalents under this Section 12 with respect to any
Performance Share Unit for all or some portion of its term as a term and
condition of the Performance Share Unit grant.  The Committee also may
authorize the deferred payment of dividend equivalents under this Section
12 with respect to any Option for all or some portion of its term by
including a specific provision authorizing such deferred payment
(including the manner in which such payment will be credited to Optionees
and subsequently paid) in the Incentive Stock Option Agreement required
under Section 6(a) of the Plan or the Non-qualified Stock Option
Agreement required under Section 7 of the Plan.  The Committee may
authorize the deferred payment of dividend equivalents under this Section
12 with respect to any Performance Share Unit for all or some portion of
its term by including a specific provision authorizing such deferred
payment (including the manner in which such deferred payment will be
credited to Optionees and subsequently paid) as a term and condition of
the Performance Share Unit grant.


Section 13.  CAPITAL ADJUSTMENTS

In the event of a recapitalization, stock split, stock dividend,
exchange, combination, or reclassification of shares, merger,
consolidation, reorganization, or other change in or affecting the
capital structure or capital stock of the Corporation, the Board of
Directors, upon the recommendation of the Committee, may make appropriate
adjustments in the number of shares of Common Stock authorized for the
Plan and in the annual limitation imposed by Section 5 of this Plan; and
the Committee may make appropriate adjustments in the number of shares
subject to outstanding Options, Stock Appreciation Rights, Restricted
Stock, or Performance Share Unit grants, and in the Option price of any
then outstanding Options, as it deems equitable, in its absolute
discretion, to prevent dilution or enlargement of the rights of
Participants.


Section 14.  REGULATORY APPROVALS

The exercise of each Option and Stock Appreciation Right, and the grant
or distribution of Restricted Shares and Performance Shares, shall be
subject to the condition that if at any time the Corporation shall
determine in its discretion that the satisfaction of withholding tax or
other tax liabilities, or the listing, registration, or qualification of
any shares of Common Stock upon any securities exchange or under any
Federal or state law, or the consent or approval of any regulatory body,
is necessary or desirable as a condition of, or in connection with, such
exercise, grant, or distribution, then in any such event such exercise,
grant, or distribution shall not be effective unless such liabilities
have been satisfied or such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any
conditions not acceptable to the Corporation.

<PAGE>  PAGE 178

                                            EXHIBIT 10(m), Page 14 of 15



Section 15.  EFFECTIVE DATE AND TERM OF THE PLAN

     (a)  Effective Date -- The Plan, as hereby amended, shall be
effective when approved by the Board of Directors, and Options, Stock
Appreciation Rights, and Performance Share Units may be granted
immediately thereafter; provided, that no Option or Stock Appreciation
Right may be exercised and no Restricted Shares or Performance Shares may
be granted under the Plan unless and until the Plan, as hereby amended,
is approved by the vote of the holders of a majority of the shares of
Common Stock present or represented and entitled to vote at a meeting of
the stockholders of the Corporation, at which a quorum is present, held
within twelve (12) months after the date of adoption of the Plan, as
hereby amended, by the Board of Directors.

     (b)  Term of the Plan -- Awards may be granted from time to time
under the terms and conditions of the Plan, but no Incentive Stock Option
may be granted after the expiration of ten (10) years from the date of
adoption of the Plan, as hereby amended, by the Board of Directors;
provided, that any future amendment to the Plan that is approved by the
stockholders of the Corporation in the manner provided under paragraph
(a) of this Section 15 shall be regarded as creating a new Plan, and an
Incentive Stock Option may be granted under such new Plan until the
expiration of ten (10) years from the earlier of the approval by the
Board of Directors, or the approval by the stockholders of the
Corporation, of such new Plan.  Incentive Stock Options theretofore
granted may extend beyond the expiration of that ten-year period, and the
terms and conditions of the Plan shall continue to apply thereto and to
shares of Common Stock acquired upon the subsequent exercise of an
Incentive Stock Option or related Stock Appreciation Right.


Section 16.  AMENDMENT OR TERMINATION OF THE PLAN

The Corporation may at any time and from time to time alter or amend, in
whole or in part, any or all of the provisions of the Plan, or may at any
time suspend or terminate the Plan, through written action of its chief
executive officer or Board of Directors, provided that no change in any
Awards theretofore granted to any Participant may be made which would
impair or diminish the rights of the Participant without the
Participant's consent, and provided further, that no alteration or
amendment may be made without the approval of the holders of a majority
of the Common Stock then outstanding and entitled to vote if such
stockholder approval is necessary to comply with the requirements of any
rules promulgated under Section 16 of the Securities Exchange Act of 1934
or such other Federal or state laws or regulations as may be applicable.


Section 17.  MISCELLANEOUS

     (a)  Fractional Shares -- The Corporation shall not be required to
issue or deliver any fractional share of Common Stock upon the exercise
of an Option or Stock Appreciation Right, the award of Performance

<PAGE>  PAGE 179

                                            EXHIBIT 10(m), Page 15 of 15



Shares, or the payment of a dividend equivalent in Common Stock pursuant to
Section 12 of the Plan, but may pay, in lieu thereof, an amount in cash
equal to the Fair Market Value of such fractional share.

     (b)  Withholding -- The Corporation and its Subsidiary Companies
shall have the right, to the extent permitted by law, to deduct from any
payment of any kind otherwise due to a Participant any Federal, state or
local taxes of any kind required by law to be withheld with respect to
Awards under the Plan, and to the extent any such withholding
requirements are not satisfied, each Participant shall pay to the
Corporation any Federal, state or local taxes of any kind required by law
to be withheld with respect to Awards under the Plan.

     (c)  Stockholder Rights -- No person shall have any rights of a
stockholder by virtue of an Option, Stock Appreciation Right, or
Performance Share Unit except with respect to shares of Common Stock
actually issued to him, and the issuance of shares of Common Stock shall
confer no retroactive right to dividends.

     (d)  No Contract of Employment -- This Plan shall not be deemed to
be an employment contract between the Corporation or any Subsidiary
Company and any Participant or other employee.  Nothing contained herein,
or in any agreement, certificate or other document evidencing, providing
for, or setting forth the terms and conditions applicable to any Awards
shall be deemed to confer upon any Participant or other employee a right
to continue in the employment of the Corporation or any Subsidiary
Company, or to interfere with the right of the Corporation or any
Subsidiary Company to terminate the employment of such Participant or
employee at any time.

     (e)  Unfunded Plan -- Except as may otherwise be provided in the
Plan, the Plan shall be unfunded.  Neither the Corporation nor any
Subsidiary Company shall be required to segregate any assets that may be
represented by Options, Stock Appreciation Rights, or Performance Share
Units, and neither the Corporation nor any Subsidiary Company shall be
deemed to be a trustee of any amounts to be paid under an Option, Stock
Appreciation Right, or Performance Share Unit.  Any liability of the
Corporation to pay any Participant or Beneficiary with respect to an
Option, Stock Appreciation Right, or Performance Share Unit shall be
based solely upon any contractual obligations created pursuant to the
provisions of the Plan; no such obligation shall be deemed to be secured
by any pledge or encumbrance on any property of the Corporation or a
Subsidiary Company.

     (f)  Applicable Law -- The Plan, its validity, interpretation, and
administration, and the rights and obligations of all persons having an
interest therein, shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia, except to the extent that such
laws may be preempted by Federal law.

     (g)  Gender and Number -- Wherever used in the Plan, words in the
masculine form shall be deemed to refer to females as well as to males,
and words in the singular or plural shall be deemed to refer also to the
plural or singular, respectively, as the context may require.