{"id":38158,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1987-long-term-performance-stock-plan-csx-cor3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1987-long-term-performance-stock-plan-csx-cor3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1987-long-term-performance-stock-plan-csx-cor3.html","title":{"rendered":"1987 Long-Term Performance Stock Plan &#8211; CSX Corp."},"content":{"rendered":"<pre>\n                                 CSX CORPORATION\n\n                      1987 Long-Term Performance Stock Plan\n\n                As Amended and Restated Effective April 25, 1996\n                      (As Amended through December 9, 1998)\n\n\n1.      Purpose.\n\n        The purpose of the CSX Corporation Long-Term Performance Stock Plan (the\n'Plan') is to attract and retain  outstanding  individuals  as officers  and key\nemployees of CSX Corporation and its subsidiaries, to furnish motivation for the\nachievement  of  long-term  performance  objectives  by  providing  such persons\nopportunities  to acquire  ownership of common  shares of the Company,  monetary\npayments  based on the value of such shares or the financial  performance of the\nCompany,  or  both,  on  terms  as  herein  provided.  It is  intended  that the\nIncentives   provided   under   this  Plan   will  be   treated   as   qualified\nperformance-based compensation within the meaning of Section 162(m) of the Code.\n\n2.      Definitions.\n\n        Whenever the following  words are capitalized and used in the Plan, they\nshall have the respective  meanings set forth below,  unless a different meaning\nis expressly provided.  Unless the context clearly indicates to the contrary, in\nreading this  document the singular  shall  include the plural and the masculine\nshall include the feminine.\n\n               a. 'Beneficiary':  The term Beneficiary shall mean the person\n               designated by the  Participant,  on a  form  provided  by the\n               Company,  to  exercise  the Participant's  rights in accordance\n               with Section 14 of the Plan in the event of his death.\n\n               b. 'Benefits  Trust  Committee':  The term Benefits Trust\n               Committee means the  committee  established  pursuant  to the CSX\n               Corporation  and  Affiliated Companies Benefits Assurance Trust.\n\n               c. 'Board of  Directors':  The term Board of  Directors  or Board\n               means the Board of Directors of CSX Corporation.\n\n               d. 'Cause':  The term Cause means (i) an act or acts of personal\n               dishonesty  of a  Participant  intended to result in  substantial\n               personal  enrichment  of the  Participant  at the  expense of the\n               Company  or  any  of  its  subsidiaries,  (ii)  violation  of the\n               management   responsibilities   by  the   Participant   which  is\n               demonstrably willful and deliberate on the Participant's part and\n               which  is not  remedied  in a  reasonable  period  of time  after\n               receipt of written  notice from the Company or a  subsidiary,  or\n               (iii) the  conviction of the  Participant  of a felony  involving\n               moral turpitude.\n\n               e. 'Change in  Control':  The term  Change in Control is defined\n               in Section 22.\n\n               f. 'Code':  The term  Code  means the  Internal  Revenue Code of\n               1986,  as amended.\n\n               g. 'Committee':  The term  Committee  means the  Compensation\n               Committee of the Board of Directors.\n\n               h. 'Company':  The term Company means CSX Corporation.\n\n               i. 'Completed  Month':  The  term  Completed  Month  shall\n               mean  a  period beginning  on the  monthly  anniversary  date of\n               a grant  of an  Incentive  and ending on the day before the next\n               monthly anniversary.\n\n               j. 'Covered  Employee':  The term Covered Employee shall mean the\n               chief  executive  officer of the Company or any other  individual\n               who is among the four (4) highest compensated  officers or who is\n               otherwise  a 'covered  employee'  within  the  meaning of Section\n               162(m) of the Code, as determined by the Committee.\n\n               k. 'Disability':   The  term  Disability  means  long-term\n               disability as determined  under the Company's Salary  Continuance\n               and Long-Term  Disability Plan.\n\n               l. 'Divisive Transaction':  The term Divisive Transaction means a\n               transaction in which the  Participant's  employer  ceases to be a\n               Subsidiary or there is a sale of substantially  all of the assets\n               of the Subsidiary.\n\n               m. 'Exchange  Act':  The term  Exchange Act means the  Securities\n               Exchange Act of 1934, as amended.\n\n               n. 'Exercisability   Requirements':   The  term  Exercisability\n               Requirements used with respect to any grant of options means such\n               restrictions  or  conditions on the exercise of such options that\n               the Committee may, in its discretion, add to the one-year holding\n               requirement contained in Sections 7 and 8.\n\n               o. 'Fair  Market  Value':  The term Fair  Market  Value  shall be\n               deemed to be the mean  between  the  highest  and  lowest  quoted\n               selling  prices of the stock per share as reported under New York\n               Stock Exchange-Composite  Transactions on the day of reference to\n               any event to which the term is pertinent, or, if there is no sale\n               that  day,  on the  last  previous  day on which  any  such  sale\n               occurred.\n\n               p. 'Functional Group': The term Functional Group means a group of\n               employees,  identified by the Compensation Committee, in its sole\n               discretion,  to  be  subject  to  a  common  set  of  Performance\n               Objectives.\n\n               q. 'Incentive':  The term  Incentive  means  any  incentive under\n               the Plan described in Section 6.\n\n               r. 'Objective  Standard':  The term  Objective  Standard means a\n               formula or standard by which a third party,  having  knowledge of\n               the relevant performance  results,  could calculate the amount to\n               be paid to a Participant.  Such formula or standard shall specify\n               the  individual  employees  or  class  of  employees  to which it\n               applies,  and shall  preclude  discretion  to increase the amount\n               payable  that  would  otherwise  be due  upon  attainment  of the\n               objective.\n\n               s. 'Participant':  The term Participant  means an individual\n               designated by the Committee as a Participant pursuant to Section\n               5.\n\n               t. 'Performance Objective':  The term Performance Objective shall\n               mean  a  performance  objective  established  in  writing  by the\n               Committee  within  ninety  (90) days of the\n\n                                       -2-\n\n               commencement of the Performance  Period to which the  Performance\n               Objective   relates and at a   time when   the  outcome   of such\n               objective is substantially uncertain.  Each Performance Objective\n               shall   be established in   such a way that a third party  having\n               knowledge  of the   relevant facts could   determine  whether the\n               objective is met. A Performance Objective may be based  on one or\n               more business criteria that apply  to the individual Participant,\n               a  business unit or the Company as a whole, and shall  state,  in\n               terms of an  Objective  Standard,  the  method of  computing  the\n               amount payable to the Participant if  the  Performance  Objective\n               is   attained.  With   respect to   Incentives granted to Covered\n               Employees, the material terms of the Performance Objective  shall\n               be disclosed  to, and   must be subsequently  approved by, a vote\n               of  the   shareholders of  the   Company,  consistent   with  the\n               requirements of Section 162(m) of the  Code  and the  regulations\n               thereunder.  The  Performance    Objectives  for any  Performance\n               Period shall be based on one or  more of the  following measures,\n               as  determined by the Committee in  writing  within  ninety  (90)\n               days  of the  commencement  of the  Performance Period:\n\n               1. The  achievement  by the Company or business  unit of specific\n                  levels of Return on Invested Capital ('ROIC'). ROIC for the\n                  Company or business unit means its results of operations\n                  divided by its capital.\n\n               2. The generation by the Company or business unit of free cash\n                  flow.\n\n               3. The creation by the Company or business  unit of specific\n                  levels of Economic Value Added ('EVA').  EVA for  the Company\n                  or business  unit means its ROIC less its cost of capital\n                  multiplied by its capital.\n\n               4. The  creation by the Company of specific  levels of Total\n                  Shareholder  Return ('TSR').  TSR for the Company  means total\n                  return to shareholders as measured by stock price appreciation\n                  plus dividends.\n\n               u. 'Performance  Period':  The term Performance Period means a\n               fixed period of time,  established  by the  Committee,  during\n               which a Participant  performs service  for  the  Company  and\n               during  which  Performance  Objectives  may be achieved.\n\n               v. 'Plan':  The  term  Plan  means  this  CSX  Corporation  1987\n               Long-Term Performance Stock Plan as amended or restated from time\n               to time.\n\n               w. 'Retirement':  The term  Retirement,  for Incentives  granted\n               prior to January 1, 1999,  means  termination of employment  with\n               immediate commencement of retirement benefits under the Company's\n               defined  benefit  pension  plan.  For  Incentives  granted  after\n               December 31, 1998,  the term  Retirement  means a termination  of\n               employment  after age 55 with  eligibility  to begin  immediately\n               receiving retirement benefits under the Company's defined benefit\n               pension plan.\n\n               x. 'Separation  From  Employment':   The  term  Separation  From\n               Employment  means an employee's  separation  from employment with\n               the Company or a  Subsidiary  as a result of  Retirement,  death,\n               Disability,   or  termination  of  employment   (voluntarily   or\n               involuntarily).  A Participant  in receipt of periodic  severance\n               payments shall be considered separated from employment on the day\n               preceding  the  day  such  severance   payments   commenced.\n\n               y. 'Subsidiary':  The term  Subsidiary  means,  with  respect to\n               any corporation,  or corporation more than 50% of whose voting\n               shares are owned directly or indirectly by the Company.\n\n                                      -3-\n\n               z. 'Trust':  The term Trust means the CSX  Corporation  and\n               Affiliated Companies Executives'  Stock  Trust or such  other\n               trust or  trusts  which substantially  conforms  to the  terms\n               of the  Internal  Revenue Service  model trust as  described  in\n               Revenue  Procedure  92-64, 1992-2 C.B. 422.\n\n3.      Number of Shares.\n\n        Subject to the provisions of Section 19 of this Plan, the maximum number\nof shares which may be issued  pursuant to the  Incentives  shall be  21,000,000\nshares of the  Company's  common stock,  par value $1.00 per share.  The maximum\nnumber of such shares that may be issued pursuant to any type of Incentive shall\nbe 17,500,000 shares. The remaining 3,500,000 shares may be issued only pursuant\nto grants of Incentive  Stock Options,  Non-Qualified  Stock Options,  and Stock\nAppreciation  Rights. Such shares shall be authorized and unissued shares of the\nCompany's  common  stock.  Subject  to the  provisions  of  Section  19,  if any\nIncentive  granted  under the Plan  shall  terminate  or expire  for any  reason\nwithout having been exercised in full, the unissued shares subject thereto shall\nagain be available  for the purposes of the Plan.  Similarly,  shares which have\nbeen issued,  but which the Company retains or which the Participant  tenders to\nthe Company in satisfaction of income and payroll tax withholding obligations or\nin satisfaction of the exercise price of any option shall remain  authorized and\nshall again be available for the purposes of the Plan, provided,  however,  that\nany such  previously  issued  shares shall not be the subject of any grant under\nthe Plan to any  officer  of the  Company  who,  at the time of such  grant,  is\nsubject to the short-swing trading provisions of Section 16 of the Exchange Act.\n\n4.      Administration.\n\n        a. Prior to a Change of Control,  the Plan shall be  administered by the\nCommittee.  The Committee shall consist of three or more members of the Board of\nDirectors.  No  member  of the  Committee  shall  be  eligible  to  receive  any\nIncentives  under the Plan while a member of the  Committee.  A majority  of the\nCommittee shall constitute a quorum.  The Committee shall recommend to the Board\nindividuals to receive Incentives, including the type and amount thereof, unless\nthe Board shall have  delegated  to the  Committee  the  authority  and power to\nselect  persons to whom  Incentives  may be granted,  to establish  the type and\namount thereof, and to make such grants.\n\n        Subject to the express  provisions of the Plan, the Committee shall have\nauthority to construe any agreements  entered into with any person in respect of\nany  Incentive  or  Incentives,  to  prescribe,  amend  and  rescind  rules  and\nregulations  relating to the Plan, to determine the terms and  provisions of any\nsuch agreements and to make all other determinations  necessary or advisable for\nadministering  the Plan.  The  Committee  may  correct  any defect or supply any\nomission or reconcile any  inconsistency  in the Plan or in any agreement  under\nthe Plan in the manner and to the  extent it shall  deem  expedient  to carry it\ninto effect,  and it shall be the sole and final judge of such  expedience.  Any\ndetermination  of the  Committee  under the Plan may be made  without  notice of\nmeeting of the  Committee  by a writing  signed by a majority  of the  Committee\nmembers.  The determinations of the Committee on the matters referred to in this\nSection 4 shall be conclusive.\n\n        b.  Following a Change of Control,  the  Benefits  Trust  Committee  may\nremove  and\/or  replace the Committee as the Plan  Administrator.  Additionally,\nfollowing  a Change of Control,  any and all final  benefit  determinations  for\nParticipants,  their  beneficiaries,  heirs and assigns and decisions  regarding\nbenefit claims under this Plan shall rest with the Benefits  Trust  Committee or\nits delegate in its sole judgment and absolute discretion.\n\n                                       -4-\n\n5.      Eligibility and Participation.\n\n        Incentives  may be granted  only to officers  and key  employees  of the\nCompany and of its  Subsidiaries  at the time of such grant as the  Committee in\nits sole  discretion  may designate from time to time to receive an Incentive or\nIncentives.  An officer or key  employee  who is so  designated  shall  become a\nParticipant.  A director  of the Company or of a  Subsidiary  who is not also an\nofficer or employee of the Company or of such Subsidiary will not be eligible to\nreceive an Incentive.\n\n        The Committee's  designation of an individual to receive an Incentive at\nany time shall not require the Committee to designate  such person to receive an\nIncentive at any other time.  The  Committee  shall  consider such factors as it\ndeems pertinent in selecting Participants and in determining the type and amount\nof their respective  Incentives,  including without limitation (a) the financial\ncondition of the Company,  (b) anticipated  financial results for the current or\nfuture years,  including return on invested capital, (c) the contribution by the\nParticipant  to  the  profitability  and  development  of  the  Company  through\nachievement  of established  strategic  objectives,  and (d) other  compensation\nprovided to Participants.\n\n6.      Incentives.\n\n        Incentives  may be granted in any one or a combination  of (a) Incentive\nStock Options;  (b) Non-Qualified Stock Options;  (c) Stock Appreciation Rights;\n(d) Performance  Shares;  (e) Performance  Units; (f) Restricted  Stock; and (g)\nIncentive  Compensation  Program Shares,  all as described below and pursuant to\nthe  terms  set forth in  Sections  3 and 7-12  hereof.  With  respect  to Items\n(a)-(c),  the  maximum  number of shares of  common  stock of the  Company  with\nrespect  to which  these  Incentives  may be  granted  in any  Plan  Year to any\nParticipant will be 750,000.  With respect to Items (d)-(f),  the maximum number\nof shares of common stock of the Company with respect to which these  Incentives\nmay be granted during any Plan Year to any Participant will be 150,000.\n\n7.      Incentive Stock Options.\n\n        Incentive  Stock  Options  (ISOs)  will  consist of options to  purchase\nshares  of the  Company's  common  stock at  purchase  prices  not less than 100\npercent of the Fair Market Value of such common stock on the date of grant. ISOs\nwill be  exercisable  upon the date or dates  specified  in an option  agreement\nentered into with a Participant  but not earlier than one year after the date of\ngrant of the  options and not later than 10 years after the date of grant of the\noptions; provided, however, that whether or not the one-year holding requirement\nis satisfied,  any  Exercisability  Requirements must be satisfied.  For options\ngranted after December 31, 1986, the aggregate Fair Market Value,  determined at\nthe date of grant,  of shares for which ISOs are  exercisable for the first time\nby a Participant during any calendar year shall not exceed $100,000.\n\n        Notwithstanding  the provisions of Section 5 of this Plan, no individual\nwill be  eligible  for or  granted an ISO if that  individual  owns stock of the\nCompany  possessing  more than 10 percent of the total combined  voting power of\nall classes of the stock of the Company or its Subsidiaries.\n\n        Any  Participant  who is an option  holder  may  exercise  his option to\npurchase  stock  in whole or in part  upon  the date or dates  specified  in the\noption  agreement  offered to him. In no case may an option be  exercised  for a\nfraction of a share.  Except as set forth in this  Section 7,  Section 12 and in\nSections 14 through 16, no option  holder may  exercise an option  unless at the\ntime of exercise he has been in the  continuous  employ of the Company or one of\nits  Subsidiaries  since the grant of such option.  An option  holder under this\nPlan shall have no rights as a shareholder with respect to any shares subject to\nsuch option until such shares have been issued.\n\n                                      -5-\n\n        For  purposes of this  Section 7,  written  notice of  exercise  must be\nreceived by the  Corporate  Secretary  of the Company not less than one year nor\nmore than 10 years  after the  option is  granted.  Such  notice  must state the\nnumber of shares being  exercised and must be accompanied by payment of the full\npurchase  price of such  shares.  Payment  for the shares for which an option is\nexercised  may be made by (1) a  personal  check or money  order  payable to CSX\nCorporation;  (2) a  tender  by the  employee  (in  accordance  with  procedures\nestablished  by the  Company) of shares of the  Company's  common stock having a\nFair  Market  Value on the date of tender  equaling  the  purchase  price of the\nshares for which the option is being  exercised;  or (3) any  combination of (1)\nand (2).\n\n8.      Non-Qualified Stock Options.\n\n        NQSOs will be exercisable  upon the date or dates specified in an option\nagreement  entered into with a  Participant  but not earlier than one year after\nthe date of grant of the  options  and not later than 10 years after the date of\ngrant of the options (15 years if the NQSO grant was a 15-year grant); provided,\nhowever, that whether or not the one-year holding requirement is satisfied,  any\nExercisability Requirements must be satisfied.\n\n        Any  Participant  may exercise an option to purchase stock upon the date\nor dates  specified  in the option  agreement  offered to him. In no case may an\noption  be  exercised  for a  fraction  of a share.  Except as set forth in this\nSection  7,  Section 12 and in  Sections  14  through  16, no option  holder may\nexercise an option unless at the time of exercise he has been in the  continuous\nemploy of the Company or one of its Subsidiaries  since the grant of his option.\nAn option  holder  under this Plan shall  have no rights as a  shareholder  with\nrespect to any shares subject to such option until such shares have been issued.\n\n        For  purposes of this  Section 8,  written  notice of  exercise  must be\nreceived by the  Corporate  Secretary of the Company,  not earlier than one year\nnor  later  than 10 years  after  the  option  is  granted;  provided,  however,\neffective for grants of options after  December 31, 1998, the term of the option\nmay be 15 years instead of 10 years. Such notice must state the number of shares\nbeing exercised and must be accompanied by payment of the full purchase price of\nsuch shares. Payment for the shares for which an option is exercised may be made\nby (1) a personal check or money order payable to CSX Corporation;  (2) a tender\nby the employee (in accordance  with  procedures  established by the Company) of\nshares of the  Company's  common stock having a Fair Market Value on the date of\ntender  equaling the purchase  price of the shares for which the option is being\nexercised;  (3) the delivery of a properly  executed  exercise notice,  together\nwith  irrevocable  instructions  to a broker to promptly  deliver to the Company\neither  sale  proceeds of shares  sold to pay the  purchase  price or the amount\nloaned by the broker to pay the purchase  price;  or (4) any combination of (1),\n(2) and (3).\n\n        Non-Qualified  Stock Options (NQSOs) will consist of options to purchase\nshares  of the  Company's  common  stock at  purchase  prices  not less than 100\npercent  of the Fair  Market  Value of such  common  stock on the date of grant;\nprovided,  further, effective for grants of options after December 31, 1998, the\nterm of the option may be 15 years instead of 10 years.\n\n9.      Stock Appreciation Rights.\n\n        Any option granted under the Plan may include a stock appreciation right\n(SAR) by which the  participant may surrender to the Company all or a portion of\nthe option to the extent  exercisable  at the time of  surrender  and receive in\nexchange a payment  equal to the excess of the Fair  Market  Value of the shares\ncovered by the option  portion  surrendered  over the aggregate  option price of\nsuch shares.  Such payment shall be made in shares of Company  common stock,  in\ncash,  or partly in shares  and  partly in cash,  as the  Committee  in its sole\ndiscretion shall determine, but in no event shall the number of shares of common\n\n                                      -6-\n\nstock delivered upon a surrender  exceed the number the option holder could then\npurchase  upon  exercise  of the  option.  Such  rights  may be  granted  by the\nCommittee  concurrently  with the option or  thereafter  by amendment  upon such\nterms and conditions as the Committee may determine.\n\n        The Committee  may also grant,  in addition to, or in lieu of options to\npurchase  stock,  SARs which will entitle the  Participant  to receive a payment\nupon  surrender of that right,  or portion of that right in accordance  with the\nprovisions of the Plan, equaling the difference between the Fair Market Value of\na stated  number of shares of Company  common stock on the date of the grant and\nthe Fair Market Value of a comparable  number of shares of Company  common stock\non the day of surrender,  adjusted for stock dividends declared between the time\nof the grant of the SAR and its surrender. The Committee shall have the right to\nlimit the amount of appreciation with respect to any or all of the SARs granted.\nPayment  made upon the  exercise of the SARs may be in cash or shares of Company\ncommon  stock,  or partly in shares and partly in cash,  as the Committee in its\nsole discretion shall determine.\n\n        For purposes of this  Section 9, written  notice must be received by the\nCorporate  Secretary  of the Company not earlier than one year nor later than 10\nyears after the SAR is granted.  Such notice must state the number of SARs being\nsurrendered  and  the  method  of  settlement   desired  within  the  guidelines\nestablished  from time to time by the  Committee.  The SAR holder  will  receive\nsettlement  based on the Fair  Market  Value on the day the  written  request is\nreceived by the Corporate Secretary of the Company.\n\n        In certain  situations as determined by the  Committee,  for purposes of\nthis Section 9, written  notice must be received by the  Corporate  Secretary of\nthe Company between the third and twelfth business days after the public release\nof the Company's  quarterly  earnings report,  or between such other,  different\nperiod  as may  hereinafter  be  established  by  the  Securities  and  Exchange\nCommission. For such settlements, a Participant subject to a restricted exercise\nperiod shall  receive  settlement  based on the highest Fair Market Value during\nthe period described in the foregoing sentence.\n\n        The  Committee may not grant an SAR or other rights under this Section 9\nin  connection  with an  incentive  stock  option if such grant  would cause the\noption  or the Plan not to  qualify  under  Section  422 of the Code or if it is\nprohibited by such section or Treasury regulations issued thereunder.  Any grant\nof an SAR or other rights which would disqualify  either the option as an ISO or\nthe  Plan,  or which  is  prohibited  by  Section  422 of the  Code or  Treasury\nregulations issued thereunder,  is and will be considered as void and vesting no\nrights in the grantee. It is a condition for eligibility for the benefits of the\noption  and of the Plan that the  Participant  agree that in the event an SAR or\nother  right  granted  should  be  determined  to be  void  as  provided  by the\nforegoing, the Participant has no right or cause of action against the Company.\n\n10.     Performance Unit Awards and Performance Share Awards.\n\n        The Committee may grant  Performance  Unit Awards (PUAs) and Performance\nShare Awards (PSAs) under which payment shall be made in shares of the Company's\ncommon stock,  in cash, or partly in shares and partly in cash, as the Committee\nin its  sole  discretion  shall  determine.  PUAs and  PSAs  may be  awarded  to\nindividual  Participants or to a Functional Group.  Awards to a Functional Group\nshall be subject to distribution by the Chief Executive  Officer of the Company,\nor by his designees, to individuals within such group. At the time of the grant,\nthe Committee shall establish in writing and communicate to Participants, and to\nmembers of a Functional Group who can be identified,  Performance  Objectives to\nbe  achieved  during  the  Performance  Period.  Awards  of PUAs and PSAs may be\ndetermined by the average level of attainment  of  Performance  Objectives  over\nmultiple Performance Periods.\n\n        Prior to the payment of PUAs and PSAs, the Committee shall determine the\nextent to which Performance Objectives have been attained during the Performance\nPeriod or  Performance  Periods in order\n\n                                      -7-\n\nto   determine the level of    payment to be made, if any, and shall record such\nresults in the   minutes of the meeting of the    Committee. In no instance will\npayment be made if the Performance Objectives are not attained.\n\n        Payment, if any, shall be made in a lump sum or in installments, in cash\nor shares of Company common stock, as determined by the Committee, commencing as\npromptly as feasible  following the end of the Performance  Period,  except that\n(a)  payments  to be made in cash may be  deferred  subject  to such  terms  and\nconditions as may be  prescribed by the Company,  and (b) payments to be made in\nCompany  common  stock may be deferred  pursuant  to an election  filed on forms\nprescribed and provided by and filed with the Company.  A Participant  may elect\nannually to defer to a date certain,  or the occurrence of an event, as provided\nin the form, the receipt of all or any part of shares of Company common stock he\nmay subsequently become entitled to receive. On forms provided by and filed with\nthe  Company,  the  Participant  shall also specify  whether,  when the deferral\nperiod expires or when the restrictions  below lapse,  payment will be in a lump\nsum or installments over a period not exceeding twenty (20) years. The Committee\nshall  prescribe  the time periods  during  which the election  must be filed in\norder to be effective.  Elections to defer,  once  effective,  are  irrevocable.\nChanges regarding the date of payment,  the period over which payments are to be\nmade and the method of payment are subject to substantial penalties.  However, a\nOne-Time Change of Distribution Election may be made to change the timing or the\nform of payment without penalty.  Any such election which changes a distribution\nelection on  'termination  of  employment'  or 'the earlier of  termination or a\nspecified  age'  shall  be  void  in  the  event  the  Participant's  employment\nterminates within twelve (12) months following the date of the election.\n\n        If a Participant has made an effective  election to defer the payment of\nshares of common stock,  the Company shall,  within a reasonable  period of time\nafter the deferral  election is made,  transfer  shares of common stock or other\nassets equal in value to the number of shares as to which payment is deferred to\nthe Trust to secure the  Company's  obligation  to pay shares of common stock to\nthe Participant in the future. However, in any event, the Company shall make any\npreviously deferred payment of shares to the Participant upon:\n\n           a.  the death of the Participant;\n           b.  the Disability of the Participant;\n           c.  the  Participant's  termination of employment with the Company\n               or a subsidiary of the Company,  subject  to  the  Participant's\n               deferral election;\n           d.  A Divisive Transaction, subject to the Participant's deferral\n               election; or\n           e.  a Change in Control.\n\n        If a former Participant who has not received  distribution of his entire\ndeferred   payment  under  this  Section  is  reemployed  and  again  becomes  a\nParticipant  in the  Plan,  he may  suspend  payment  of any  remaining  amounts\ndeferred, by notifying the Company in writing, and make a new deferral election,\nwithout penalty,  with respect to those amounts and new amounts deferred so long\nas such change does not accelerate the timing of any payment to the Participant;\nprovided,   however,   distributions  shall  continue  if  the  commencement  of\ndistribution  was  because  the  Participant   chose  a  specific  age  for  the\ncommencement of benefits and that age has been attained.\n\n        Notwithstanding a Participant's  election to defer the payment of shares\nof common  stock  pursuant  to this  Section  10,  the  Company  shall make cash\npayments to Participants following each common stock dividend payment date equal\nto the  dividends  payable  on the  number  of shares of  Company  common  stock\ncredited to the Participant's  account as of the dividend record date (including\nshares for which an election to defer has been made and any reinvested dividends\nthereon). A Participant may elect to defer receipt of the cash payments pursuant\nto election forms  prescribed  and provided by and filed with the Company.  Such\n\n                                      -8-\n\ndeferred  cash  payments  shall be  credited  to the  Participant's  account and\nreinvested in shares of Company common stock as of the dividend payment date. An\nelection to defer,  once effective,  shall be irrevocable for the calendar year,\nand shall  continue in effect with respect to  subsequent  calendar  years until\nchanged by a timely filed new election.\n\n        Any dividends  paid on shares of Company  common stock held in the Trust\nshall be paid to the Trust and shall be reinvested  in shares of Company  common\nstock, or other assets equal in value, to secure the Company's obligation to pay\nshares of common stock to Participants in the future.\n\n11.     Restricted Stock.\n\n        A Restricted Stock Award (RSA) shall entitle the Participant, subject to\nhis  continued  employment  during  the  restriction  period  determined  by the\nCommittee and his complete  satisfaction of any other  conditions,  restrictions\nand  limitations  imposed  in  accordance  with the Plan,  to the  unconditional\nownership  of the  shares of the  Company's  common  stock  covered by the grant\nwithout payment therefore.\n\n        The  Committee  may  grant  RSAs at any  time or from  time to time to a\nParticipant  selected by the  Committee in its sole  discretion.  The  Committee\nshall  establish  at the  time of grant of each  RSA a  Performance  Period  and\nPerformance Objectives to be achieved during the Performance Period.\n\n        At the time of grant, the Performance Period and Performance  Objectives\nshall be set forth either in  agreements or in  guidelines  communicated  to the\nParticipant  in such  form  consistent  with this  Plan as the  Committee  shall\napprove from time to time.\n\n        Following  the  conclusion  of each  Performance  Period  and  prior  to\npayment,   the  Committee  shall  determine  the  extent  to  which  Performance\nObjectives  have been attained or a degree of  achievement  between  maximum and\nminimum  Performance  Objectives  during  the  Performance  Period  in  order to\ndetermine the level of payment to be made, if any, and shall record such results\nin the minutes of the meeting of the  Committee.  In no instance will payment be\nmade if the Performance Objectives are not attained.\n\n        At the time that an RSA is granted, the Committee shall establish in the\nwritten agreement a restriction  period applicable to all shares covered by such\ngrant.  Subject  to  the  provisions  of  the  next  following  paragraph,   the\nParticipant shall have all of the rights of a stockholder of record with respect\nto the shares covered by the grant to receive  dividends or other  distributions\nin respect of such shares  (provided,  however,  that any shares of stock of the\nCompany  distributed  with respect to such shares shall be subject to all of the\nrestrictions  applicable  to such shares) and to vote such shares on all matters\nsubmitted to the stockholders of the Company, but such shares shall not be sold,\nexchanged,  pledged,  hypothecated or otherwise disposed of at any time prior to\nthe expiration of the restriction period, including by operation of law, and any\npurported disposition,  including by operation of law, shall result in automatic\nforfeiture of any such shares.\n\n        Except as  hereinafter  provided,  if,  during  the  restriction  period\napplicable to such grant, a Separation From  Employment of a Participant  occurs\nfor any reason other than death, Disability or Retirement, all shares covered by\nsuch grant shall be forfeited to the Company automatically. If the Participant's\nSeparation From Employment is because of Retirement or death, or in the event of\nDisability,  the  Participant  or his successor in interest shall be entitled to\nunconditional  ownership of a fraction of the total number of shares  covered by\nsuch grant of which the numerator is the number of whole calendar  months in the\nperiod  commencing  with the first whole  calendar  month  following the date of\ngrant and ending  with the whole  calendar  month  including  the date of death,\nDisability or  Retirement,  and of which \n\n                                      -9-\n\nthe  denominator is  the  number of   whole calendar   months in the  applicable\nrestriction period.  Any fractional shares shall be disregarded.\n\n        The  Committee  may, at the time of granting any RSA,  impose such other\nconditions,  restrictions  or  limitations  upon the rights of the  Participants\nduring  the  restriction  period  or upon the  Participant's  right  to  acquire\nunconditional  ownership  of shares as the  Committee  may,  in its  discretion,\ndetermine and set forth in the written agreement.\n\n        At the time of grant of an RSA, the Company shall cause to be issued and\nregistered in the name of the Participant a stock  certificate  representing the\nfull  number  of  shares  covered  thereby,  which  certificate  shall  bear  an\nappropriate   legend  referring  to  the  terms,   conditions  and  restrictions\napplicable  to such  grant,  and the  grantee  shall  execute and deliver to the\nCompany a stock  power  endorsed  in blank  covering  such  shares.  Such  stock\ncertificate  and stock power shall be held by the Company or its designee  until\nthe  expiration  of the  restriction  period,  at which  time the same  shall be\ndelivered  to the  Participant  or his  designee  if all of the  conditions  and\nrestrictions of the grant have been  satisfied,  or until the forfeiture of such\nshares,  at which  time the same  shall be  cancelled  and the  shares  shall be\nreturned to the status of unissued shares.\n\n12.     Incentive Compensation Program Shares.\n\n        A Participant who receives base compensation in excess of a dollar level\nto be  determined by the Committee and who is eligible to receive an award under\nthe Company's  Incentive  Compensation  Program ('ICP') may elect, by filing the\nprescribed  election form with the Company in accordance with rules  established\nby the  Committee,  to receive  all or part of his annual ICP award in shares of\nthe Company's common stock, rather than cash; provided, however, the Participant\nmust agree that his receipt of the stock will be deferred  until his  retirement\nor termination of employment, with a minimum deferral period of three (3) years.\nElections to defer are irrevocable. A Participant who makes such election shall,\nat the time that the stock is  deferred,  receive an  additional  award of stock\nequal to a percentage,  established  by the Committee  from time to time, of the\namount  that he elected  to have  deferred,  but not to exceed  25% (the  'Stock\nPremium').  The  Participant's  election  to defer shall also apply to the Stock\nPremium.\n\n        If a  Participant  made an  effective  election  to defer the payment of\nshares of common stock and receive the Stock Premium,  the Company shall, within\na reasonable period of time after the deferral election is made, transfer shares\nof common  stock or other  assets  equal in value to the  number of shares as to\nwhich payment is deferred to the Trust to secure the Company's obligation to pay\nshares of common stock to the Participant in the future.  However, in any event,\nthe  Company  shall  make any  previously  deferred  payment  of  shares  to the\nParticipant upon:\n\n        a.     the death of the Participant;\n        b.     the Disability of the Participant;\n        c.     the  Participant's termination of employment with the Company  or\n               a subsidiary of the Company,  subject to the Participant's  \n               deferral election and the three (3) year deferral requirement;\n        d.     a Divisive Transaction, subject to the Participant's deferral \n               election; or\n        e.     a Change in Control.\n\n        Notwithstanding  any  provisions of this Plan to the contrary,  upon the\noccurrence of a Divisive Transaction,  the three (3) year holding requirement of\nthe stock premium for deferred ICP shares shall be deemed satisfied.\n\n                                      -10-\n\n        Notwithstanding a Participant's  election to defer the payment of shares\nof common  stock  pursuant  to this  Section  12,  the  Company  shall make cash\npayments to Participants following each common stock dividend payment date equal\nto the  dividends  payable  on the  number  of shares of  Company  common  stock\ncredited to the Participant's  account as of the dividend record date (including\nshares for which an election to defer has been made and any reinvested dividends\nthereon). A Participant may elect to defer receipt of the cash payments pursuant\nto election forms  prescribed  and provided by and filed with the Company.  Such\ndeferred  cash  payments  shall be  credited  to the  Participant's  account and\nreinvested in shares of Company common stock as of the dividend payment date. An\nelection to defer,  once effective,  shall be irrevocable for the calendar year,\nand shall  continue in effect with respect to  subsequent  calendar  years until\nchanged by a timely filed new election.\n\n13.     Contributions to the Trust.\n\n        a. The Company shall make  contributions to the Trust to secure a source\nof future payments with respect to Participant's  deferral elections pursuant to\nSections  10 and 12. The Trustee  shall be  responsible  only for  contributions\nactually  received  by it  hereunder  and  the  Trustee  shall  have  no duty or\nresponsibility  with  respect to the  timing,  amounts  and  sufficiency  of the\ncontributions made or to be made by the Company hereunder.\n\n        b. The Company may make contributions to the Trust in Common Stock.\n\n        c. A separate bookkeeping account (an 'Account') shall be established by\nthe Trustee for each  Participant  covered by the Trust pursuant to the Plan, as\ndirected  in  writing  by the  Company.  A  Participant  may have  more than one\nAccount.  Each  account is intended to represent  the amount of a  Participant's\ndeferred and unpaid benefit under the related  provisions of the Plan. The value\nof a  Participant's  Account at any time will equal the fair market value of the\nnumber of  shares  of Common  Stock  owed to a  Participant  under the  affected\nprovisions of this Plan at such time. The number of shares owed at any time will\nequal the number of shares of Common Stock which were originally deferred by the\nParticipant (including any applicable Stock Premium), plus, the number of Common\nStock Shares which would have been acquired if dividends  subsequently  declared\nby the  Company  had been paid with  respect to such  shares and  reinvested  in\nCommon Stock. 'Account' may also mean individual sub-accounts which have been or\nmay be established under this Plan from time to time.\n\n        d. Within sixty days  following the close of each calendar year, or more\nfrequently or at such other time as may be required by the Trust Agreement,  the\nTrustee shall provide the Company and each Participant with a written  statement\nof the Account of each Participant.\n\n14.     Separation From Employment and Divisive Transactions.\n\n        If the Participant's Separation From Employment is because of Disability\nor death,  the right of the Participant or his successor in interest to exercise\nan ISO, NQSO or SAR shall  terminate not later than five years after the date of\nsuch  Disability or death,  but in no event later than 10 years from the date of\ngrant (15 years if the NQSO grant was a 15-year grant); provided,  however, that\nif such Participant is eligible to retire with the ability to begin  immediately\nreceiving  retirement  benefits  under the Company's  pension  plan,  his or his\nsuccessor  in  interest's  right to  exercise  any ISOs,  NQSOs or SARs shall be\ndetermined as if his Separation From Employment was because of Retirement.\n\n        If the  Participant's  Separation  From  Employment  is  because  of his\nRetirement,  the  right of the  Participant  or his  successor  in  interest  to\nexercise an ISO,  NQSO or SAR shall  terminate  not later than 10 years from the\ndate of grant (15 years if the NQSO grant was a 15-year grant).\n\n                                      -11-\n\n        Unless the Committee deems it necessary in individual cases (except with\nrespect to Covered  Employees) to extend a Participant's  exercise period,  if a\nParticipant's   Separation   From  Employment  is  for  any  reason  other  than\nRetirement,  Disability or death,  the right of the  Participant  to exercise an\nISO,  NQSO or SAR  shall  terminate  not  later  than one year  from the date of\nSeparation From  Employment,  but in no event later than 10 years after the date\nof grant (15 years if the NQSO grant was a 15-year grant).  For any ISO, NQSO or\nSAR granted after December 31, 1998,  the  Participant  must exercise  within 30\ndays instead of one year.\n\n        At the time of his Separation  From Employment for any reason other than\nCause,  a Participant  shall vest in a portion of any  Incentives  granted under\nSections 7 (ISOs), 8 (NQSOs) or 9 (SARs) that he has held for less than one year\nfrom the  date of the  grant.  The  portion  of such  Incentives  in  which  the\nParticipants shall vest shall be determined by multiplying all shares subject to\nsuch  Incentives  by a fraction,  the  numerator of which shall be the number of\nCompleted  Months of employment  following the date of grant and the denominator\nof which shall be twelve.\n\n        A Participant who vests in any Incentives under the preceding  paragraph\nmay not  exercise  such  Incentives  prior to the  satisfaction  of the one-year\nholding  requirement  and the  Exercisability  Requirements  pertaining  to such\nIncentives.  Any  Incentives  vested  under  the  preceding  paragraph  must  be\nexercised  within one year from the date of the  Participant's  Separation  From\nEmployment.\n\n        If the  Participant's  employer is a  Subsidiary  involved in a Divisive\nTransaction or if the Participant's employment is terminated with the consent of\nthe Company (as a result of a business  transaction  or a reduction  in force or\nany other circumstances approved by the Committee), the right of the Participant\nor his successor in interest to exercise an ISO, NQSO or SAR shall terminate not\nless than three years after the date of the closing of such Divisive Transaction\nor after the date the Participant's employment is terminated with the consent of\nthe  Company,  but in no event  later  than 10 years  from the date of grant (15\nyears if the NQSO grant was a 15-year grant);  provided,  however,  that if such\nParticipant  is  eligible  to  retire  with the  ability  to  begin  immediately\nreceiving  retirement  benefits  under the Company's  pension  plan,  his or his\nsuccessor  in  interest's  right to  exercise  any ISO,  NQSO' or SAR'  shall be\ndetermined  as if he had  retired.  Notwithstanding  anything to the contrary in\nthis  paragraph,  a  Participant  may not  exercise  such  Incentives  prior  to\nsatisfaction  of  the  one  year  holding  requirement  and  the  Exercisability\nRequirements pertaining to such Incentives.\n\n        As to PUAs or PSAs,  in the  event of a  Participant's  Separation  from\nEmployment  because of his  Retirement,  Disability or death prior to the end of\nthe  applicable  Performance  Period,  or if  the  Participant's  employer  is a\nSubsidiary involved in a Divisive Transaction prior to the end of the applicable\nPerformance  Period,  payment, if any, to the extent earned under the applicable\nPerformance Objectives and awarded by the Committee, shall be payable at the end\nof the Performance Period in proportion to the active service of the Participant\nduring the Performance Period, as determined by the Committee. If the Separation\nFrom  Employment  prior to the end of the  Performance  Period  is for any other\nreason,  the  Participant's  participation  in  Section  10 of  the  Plan  shall\nimmediately terminate,  his agreement shall become void and the PUA or PSA shall\nbe canceled.\n\n        Notwithstanding  anything to the contrary in this Plan, if a Participant\nor  former  Participant  (a)  becomes  the  owner,  director  or  employee  of a\ncompetitor of the Company or its subsidiaries, (b) has his employment terminated\nby the  Company  or one  of  its  subsidiaries  on  account  of  actions  by the\nParticipant  which  are  detrimental  to the  interests  of the  Company  or its\nsubsidiaries,  or (c) engages in conduct  subsequent to the  termination  of his\nemployment with the Company or its subsidiaries  which the Committee  determines\nto be detrimental to the interests of the Company or its  subsidiaries  then the\nCommittee may, in its sole discretion, pay the Participant or former Participant\na single  sum  payment  equal to the amount of his\n\n                                      -12-\n\nunpaid  benefits  which were awarded and deferred under Sections 10 or 12 of the\nPlan;   provided,  however, if  the  deferral  has been for less than  three (3)\nyears  under Section  12,  the Participant  shall not be eligible to receive the\nStock   Premium.  The single sum   payment shall be  made as soon as practicable\nfollowing   the date the  Participant or former  Participant  becomes  an owner,\ndirector or   employee of a  competitor, his  termination of   employment or the\nCommittee's  determination  of   detrimental conduct,  as the   case may be, and\nshall be in lieu of all other  benefits  which may be payable to the Participant\nor former Participant under this Plan.\n\n        Effective   for   Incentives    granted   after   December   31,   1998,\nnotwithstanding  anything to the  contrary  in this Plan,  if a  Participant  or\nformer Participant (a) becomes  associated with,  recruits or solicits customers\nor other  employees  of the Company or its  Subsidiaries  for,  is employed  by,\nrenders  services  to, or owns any  interest in (other  than any  nonsubstantial\ninterest,  as determined by the  Committee)  any business that is in competition\nwith the Company or one of its subsidiaries,  (b) has his employment  terminated\nby the Company or one of its subsidiaries for Cause or on account of actions, by\nthe  Participant  which are  detrimental  to the interests of the Company or its\nsubsidiaries,  or (c) engages  in, or has engaged in,  conduct at the time of or\nsubsequent  to the  termination  of  his  employment  with  the  Company  or its\nsubsidiaries  which the Committee  determines to be detrimental to the interests\nof the  Company  or  its  subsidiaries  then  the  Committee  may,  in its  sole\ndiscretion,  except  following  a Change  of  Control,  cancel  all  outstanding\nIncentives of the  Participant,  including  immediately  terminating any Options\nheld by the Participant, regardless of whether then exercisable.\n\n15.     Incentives Non-assignable and Non-transferable.\n\n        Any  Incentive  granted  under  this Plan  shall be  non-assignable  and\nnon-transferable  other than as provided in Section 16 and shall be  exercisable\n(including  any action of  surrender  and  exercise of rights  under  Section 9)\nduring the  Participant's  lifetime only by the Participant who is the holder of\nthe Incentive or by his guardian or legal representative.\n\n16.     Death of Option Holder.\n\n        In the event of the death of a  Participant  who is an Incentive  holder\nunder the Plan while employed by the Company or one of its subsidiaries or prior\nto exercise of all rights under an Incentive,  the Incentive theretofore granted\nmay be exercised (including any action of surrender and exercise of rights under\nSection 9) by the Participant's Beneficiary or, if no Beneficiary is designated,\nby the  executor or executrix  of the  Participant's  estate or by the person or\npersons to whom  rights  under the  Incentive  shall pass by will or the laws of\ndescent and  distribution  in accordance  with the provisions of the Plan and of\nthe option and to the same extent as though the Participant were then living.\n\n17.     No Right to Continued Employment.\n\n        Notwithstanding any other provisions of this Plan to the contrary, it is\na condition for  eligibility  for any benefit or right under this Plan that each\nindividual  agrees that his or her  designation  as a Participant  and any grant\nmade under the Plan may be rescinded  and  determined  to be void and  forfeited\nentirely in the absolute and sole  discretion of the Committee in the event that\nsuch individual is discharged for Cause.\n\n        Incentives granted under the Plan shall not be affected by any change of\nemployment  so long as the Incentive  holder has not suffered a Separation  From\nEmployment. A leave of absence granted by the Company or one of its subsidiaries\nshall not  constitute  Separation  From  Employment  unless so determined by the\nCommittee.  Nothing in the Plan or in any Incentive granted pursuant to the Plan\nshall  confer on any\n\n                                      -13-\n\nindividual  any  right to  continue  in the  employ of the Company or one of its\nsubsidiaries   or interfere  in any way  with the   right of the Company or such\nsubsidiary to terminate employment at any time.\n\n18.     Funding Method.\n\n        To the extent  reflected  by  resolutions  of the  applicable  boards of\ndirectors, obligations for benefits under this Plan shall be joint and several.\n\n19.     Adjustment of Shares.\n\n        a.  In  the  event  of any  change  (through  recapitalization,  merger,\nconsolidation,  stock dividend, split-up,  combination or exchanges of shares or\notherwise)  in the  character or amount of the  Company's  common stock prior to\nexercise of any Incentive granted under this Plan, the Incentives, to the extent\nnot exercised,  shall entitle the  Participant  who is the holder to such number\nand kind of securities  as he would have been entitled to had he actually  owned\nthe  stock  subject  to the  Incentives  at the time of the  occurrence  of such\nchange.  If any such event  should  occur,  prior to  exercise  of an  Incentive\ngranted  hereunder,  which shall increase or decrease the amount of common stock\noutstanding  and which the Committee,  in its sole  discretion,  shall determine\nequitably  requires an  adjustment  in the number of shares which the  Incentive\nholder should be permitted to acquire,  such  adjustment as the Committee  shall\ndetermine  may be made,  and when so made shall be effective and binding for all\npurposes of the Plan.\n\n        b. Incentives may also be granted having terms and provisions which vary\nfrom those specified in the Plan provided that any Incentives  granted  pursuant\nto this  paragraph are granted in  substitution  for, or in connection  with the\nassumption  of, then  existing  Incentives  granted by another  corporation  and\nassumed or otherwise  agreed to be provided for by the Company pursuant to or by\nreason of a transaction involving a corporate merger, consolidation, acquisition\nof property or stock,  separation,  reorganization  or  liquidation to which the\nCompany or a subsidiary corporation is a party.\n\n        c. The obligations of the Company or any of its affiliated  corporations\nand the benefit due any Participant,  surviving spouse or beneficiary  hereunder\nshall be  reduced  by any  amount  received  in  regard  thereto  under  the CSX\nCorporation  and  Affiliated  Companies  Executives'  Stock Trust or any similar\ntrust or trusts or other vehicle.\n\n        d.  Notwithstanding  the preceding,  following a Change of Control,  the\nauthority to delay  payment of a  Participant's  benefits  rests solely with the\nBenefits Trust Committee\n\n20.     Loans to Option Holders.\n\n        The Committee may adopt  programs and  procedures  pursuant to which the\nCompany may lend money to any  Participant  who is an  Incentive  holder for the\npurpose of assisting the  Participant to acquire or carry shares of common stock\nissued upon the exercise of Incentives granted under the Plan.\n\n21.     Termination and Amendment of Plan.\n\n        a. Unless the Plan shall have been previously  terminated as hereinafter\nprovided, the Plan shall terminate on April 27, 2000, and no Incentives under it\nshall be granted thereafter. The Board of Directors, without further approval of\nthe  company's  shareholders,  may at any time prior to that date  terminate the\nPlan,  and  thereafter  no further  Incentives  may be  granted  under the Plan.\nHowever,  Incentives  previously granted thereunder may continue to be exercised\nin  accordance  with the  terms  thereof.\n\n                                      -14-\n\nFollowing  a  Change of  Control,  all amendments  to this Plan are  subject  to\nthe  approval  of the  Benefits  Trust Committee.\n\n        b. Prior to a Change of Control, the Board of Directors, without further\napproval of the  shareholders,  may, on the  recommendation  of the Compensation\nCommittee of the Board, amend the Plan from time to time in such respects as the\nBoard may deem  advisable;  provided,  however,  that no amendment  shall become\neffective  without prior approval of the shareholders  which would: (i) increase\n(except in  accordance  with Section 19) the maximum  number of shares for which\nIncentives may be granted under the Plan; (ii) reduce (except in accordance with\nSection 19) the  Incentive  price below the Fair Market  Value of the  Company's\ncommon stock on the date of grant of the Incentive; (iii) extend the term of the\nPlan beyond April 27, 2000; (iv) change the standards of eligibility  prescribed\nby Section 5; or (v) increase the maximum awards identified in Sections 7, 8, 9,\n10 and 11.  Following  a Change  of  Control,  all  amendments  to this Plan are\nsubject to the approval of the Benefits Trust Committee.\n\n        c. No termination or amendment of the Plan may, without the consent of a\nParticipant who is a holder of an Incentive then existing,  terminate his or her\nIncentive  or  materially  and  adversely  affect  his or her  rights  under the\nIncentive.\n\n22.     Change in Control.\n\n        a. Notwithstanding any provision of this Plan to the contrary,  upon the\noccurrence of a Change in Control as set forth in subsection b., below:  (i) all\nstock options then outstanding under this Plan shall become fully exercisable as\nof the date of the Change in Control, whether or not then otherwise exercisable;\n(ii) all SARs which have been  outstanding  for at least six months shall become\nfully  exercisable as of the date of the Change in Control,  whether or not then\notherwise  exercisable;  (iii) all terms and conditions of RSAs then outstanding\nshall be deemed satisfied as of the date of the Change in Control; (iv) all PUAs\nand PSAs then  outstanding  shall be deemed to have been fully  earned and to be\nimmediately  payable in cash as of the date of the Change of  Control,  however,\nParticipants may defer those case payments, as stock, into the Trust, consistent\nwith the deferral  provisions  of Section 10; and (v) the three (3) year holding\nrequirement of the Stock Premium for deferred ICP shall be deemed satisfied.\n\n        b. A 'Change in Control' shall mean any of the following:\n\n          (i) Stock Acquisition. The acquisition, by any individual,  entity or \n              group [within  the meaning of Section  13(d)(3)  or  14(d)(2)  of \n              the  Securities Exchange  Act of 1934,  as amended (the  'Exchange\n              Act')] (a 'Person') of beneficial  ownership  (within the meaning \n              of Rule 13d-3  promulgated under the Exchange Act) of 20% or more \n              of either (A) the then outstanding  shares of common stock of the \n              Company (the 'Outstanding Company Common Stock'), or (B) the \n              combined voting power of the then outstanding voting securities of\n              the Company  entitled to vote  generally in the election of \n              directors (the 'Outstanding  Company  Voting  Securities');  \n              provided,  however,  that for purposes of this  subsection  (i),  \n              the  following  acquisitions  shall not constitute  a Change of  \n              Control:  (A) any  acquisition  directly  from the Company;  (B) \n              any  acquisition by the Company;  (C) any  acquisition by any\n              employee  benefit plan (or related  trust)  sponsored or  \n              maintained by the Company  or  any  corporation   controlled  by  \n              the  Company;  or  (D)  any acquisition  by any  corporation  \n              pursuant to a transaction  which complies with clauses (A), (B) \n              and (C) of subsection (iii) of this Section 22(b); or\n\n                                      -15-\n\n         (ii) Board Composition.  Individuals who, as of the date  hereof,  \n              constitute  the  Board  of  Directors  (the 'Incumbent  Board')  \n              cease for any reason to constitute at least a  majority  of the  \n              Board of  Directors;  provided, however,   that  any   individual \n              becoming   a  director subsequent to the date hereof whose \n              election or nomination for election by the Company's  \n              shareholders,  was approved by a vote of at least a  majority  of \n              the  directors  then comprising  the  Incumbent  Board shall be  \n              considered  as though  such  individual  were a member  of the  \n              Incumbent Board,  but excluding,  for  this  purpose,   any  such\n              individual whose initial  assumption of office occurs as a result \n              of an actual or  threatened  election  contest with respect to the\n              election or removal of  directors or other actual or threatened  \n              solicitation  of proxies or consents by or on  behalf of a  Person\n              other  than  the  Board of Directors; or\n\n      (iii)   Business   Combination.   Approval  by  the  shareholders of the \n              Company of a  reorganization,  merger, consolidation  or  sale  or\n              other  disposition  of all or substantially  all of the  assets of\n              the  Company  or its principal  subsidiary that is not subject, as\n              a matter of law or contract,  to approval by the  Interstate  \n              Commerce Commission  or any  successor agency or  regulatory  body\n              having  jurisdiction over such transactions (the 'Agency')(a  \n              'Business   Combination'),   in  each  case,   unless,  following \n              such Business Combination:\n\n                         (A) all or substantially  all of the individuals  and \n                             entities  who were the  beneficial  owners,  \n                             respectively,  of the Outstanding  Company\n                             Common  Stock  and   Outstanding   Company   Voting\n                             Securities   immediately  prior  to  such  Business\n                             Combination    beneficially    own,   directly   or\n                             indirectly,  more  than 50% of,  respectively,  the\n                             then  outstanding  shares of  common  stock and the\n                             combined  voting  power  of  the  then  outstanding\n                             voting securities entitled to vote generally in the\n                             election of  directors,  as the case may be, of the\n                             corporation    resulting    from   such    Business\n                             Combination  (including,   without  limitation,   a\n                             corporation  which as a result of such  transaction\n                             owns the Company or its principal subsidiary or all\n                             or  substantially  all of the assets of the Company\n                             or its  principal  subsidiary  either  directly  or\n                             through one or more  subsidiaries) in substantially\n                             the   same    proportions   as   their   ownership,\n                             immediately  prior to such Business  Combination of\n                             the   Outstanding    Company   Common   Stock   and\n                             Outstanding Company Voting Securities,  as the case\n                             may be;\n\n                       (B)   no Person (excluding any corporation resulting from\n                             such Business Combination or any employee benefit  \n                             plan (or related  trust) of the Company or such  \n                             corporation resulting from such Business \n                             Combination) beneficially owns, directly or \n                             indirectly, 20% or more of, respectively,  the then\n                             outstanding shares of common stock of the \n                             corporation  resulting from such Business  \n                             Combination  or the combined  voting power of the \n                             then outstanding  voting securities of such  \n                             corporation  except to the  extent  that such\n                             ownership    existed    prior   to   the   Business\n                             Combination; and\n\n                        (C)  at least a majority of the members of the board of \n                             directors  resulting  from such  Business  \n                             Combination  were  members  of  the Incumbent Board\n                             at the time of the execution of the initial \n                             agreement, or of the action of the Board of\n                             Directors, providing for such Business Combination;\n                             or\n\n                                      -16-\n\n                             (iv) Regulated  Business  Combination.  Approval by\n                                  the shareholders of the Company of a Business \n                                  Combination that  is  subject,  as a  matter  \n                                  of law or  contract,  to  approval   by   the \n                                  Agency   (a   'Regulated    Business\n                                  Combination') unless such Business Combination\n                                  complies  with clauses (A), (B) and (C) of \n                                  subsection  (iii) of this Section 22(b); or\n\n                             (v)  Liquidation  or  Dissolution.  Approval by the\n                                  shareholders  of the Company of a complete  \n                                  liquidation or dissolution of the Company or \n                                  its principal subsidiary.\n\n        c.  Each  Participant  who has  elected  to defer  the  payment  of PSAs\npursuant  to Section 10 or an ICP award  pursuant  to Section 12, may elect in a\ntime and manner determined by the Committee, but in no event later than December\n31, 1996 or the occurrence of a Change in Control,  if earlier,  to have amounts\nand benefits currently deferred,  and to be deferred,  under the Plan determined\nand  payable  under  the  terms of the Plan as if a Change  in  Control  had not\noccurred. New Participants in the Plan may elect in a time and manner determined\nby the  Committee,  but in no event later than ninety (90) days after becoming a\nParticipant,  to  have  amounts  and  benefits  currently  deferred,  and  to be\ndeferred,  under the Plan  determined and payable under the terms of the Plan as\nif a Change in Control had not occurred. A Participant who has made an election,\nas set forth in the two  preceding  sentences,  may at any time and from time to\ntime, change that election; provided, however, a change of election that is made\nwithin one year of a Change in Control shall be invalid.\n\n        d. Upon a Change of Control, the Company or Subsidiary shall, as soon as\npossible,  but in no event  more than  seven (7) days  following  the  Change of\nControl  make an  irrevocable  contribution  to the Trust in an  amount  that is\nsufficient to pay each  Participant  or beneficiary of this Plan the benefits to\nwhich Participants of this Plan or their  beneficiaries  would be entitled based\non elections under Sections 10 and 12 (including any applicable  Stock Premium),\nand for which the Company is liable pursuant to the terms of this Plan as of the\ndate on which the  Change  of  Control  occurred.  The  amount of the  Company's\nirrevocable  contributions  shall  be  based  on  the  actuarial  valuation  and\naccounting for the most recent calendar year or more recent period for the Plan,\nas  approved by the  independent  actuary  engaged by the  Company  prior to the\nChange of Control and  approved by the Benefits  Trust  Committee if selected or\nchanged  following a Change of Control  (the  'Actuary'),  and shall  include an\namount  deemed  necessary  to pay  estimated  administrative  expenses  for  the\nfollowing  five (5)  years.  The  Benefits  Trust  Committee  shall  cause  such\nactuarial  valuations  or  accountings  to be updated,  using  Participant  data\nsupplied to the Actuary by the Company,  through a date no earlier than the date\nof the  initial  contribution  and shall  notify  the  Company  of the amount of\nadditional contributions required as soon as practicable.\n\n23.     Compliance with Regulatory Authorities.\n\n        Any shares purchased or distributed  pursuant to any Incentives  granted\nunder  this  Plan  must  be  held  for  investment  and  not  with a view to the\ndistribution  or resale  thereof.  Each person who shall  exercise an  Incentive\ngranted under this Plan may be required to give satisfactory  assurances to such\neffect to the Company as a condition  to the issuance to him or to her of shares\npursuant to such exercise;  provided,  however,  that the Company may waive such\ncondition  if it  shall  determine  that  such  resale  or  distribution  may be\notherwise  lawfully made without  registration under the Securities Act of 1933,\nor if satisfactory  arrangements for such  registration are made. Each Incentive\ngranted under this Plan is further  subject to the condition that if at any time\nthe Board shall in its sole discretion determine that the listing,  registration\nor  qualification  of the shares  covered by such  Incentive upon any securities\nexchange  or under any state or federal  law,  or the consent or approval of any\ngovernmental  regulatory body, is necessary or desirable as a condition of or in\nconnection  with the granting of such  Incentives or the purchase or transfer of\nshares  thereunder,  the  delivery  of any or all  shares of stock  pursuant  to\nexercise  of the  Incentive  may be  withheld  \n\n                                      -17-\n\nunless  and   until  such   listing,   registration,  qualification,  consent or\napproval  shall   have   been  effected or  obtained free of any  conditions not\nacceptable to the Board.\n\n24.     Withholding Tax.\n\n        Whenever the Company proposes or is required to issue or transfer shares\nof common  stock  under the Plan,  a  Participant  shall remit to the Company an\namount sufficient to satisfy any federal,  state or local income and payroll tax\nwithholding  liability  prior to the delivery of any certificate or certificates\nfor such shares. Alternatively, to the extent permitted by applicable laws, such\nfederal,  state or local  income and payroll tax  withholding  liability  may be\nsatisfied  prior to the  delivery of any  certificate  or  certificates  for the\nshares by an  adjustment,  equal in value to such  liability,  in the  number of\nshares to be  transferred to the  Participant.  Whenever under the Plan payments\nare to be made in cash,  such payments  shall be net of an amount  sufficient to\nsatisfy  any  federal,  state  or  local  income  and  payroll  tax  withholding\nliability.\n\n25.     Non-Uniform Determinations.\n\n        Determinations  by the  Committee  under  the Plan,  including,  without\nlimitation,  determinations  of the persons to receive  Incentives and the form,\namount  and  timing of such  Incentives,  and the terms and  provisions  of such\nIncentives and the agreements  evidencing the same need not be uniform,  and may\nbe made by the Committee  selectively among persons who receive, or are eligible\nto receive, Incentives under the Plan, whether or not such persons are similarly\nsituated.\n\n        Without  amending  the  Plan,  Incentives  may be  granted  to  eligible\nemployees  who are  foreign  nationals  or who are  employed  outside the United\nStates or both, on such terms and conditions  different from those  specified in\nthe Plan as may, in the judgment of the Committee,  be necessary or desirable to\nfurther the purposes of the Plan.  Such  different  terms and  conditions may be\nreflected in Addenda to the Plan.\n\n26.     Construction.\n\n        The Plan shall be governed by the laws of the Commonwealth of Virginia.\n\n                                      -18-\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7241],"corporate_contracts_industries":[9524],"corporate_contracts_types":[9539,9545],"class_list":["post-38158","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-csx-corp","corporate_contracts_industries-transportation__railroads","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38158","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38158"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38158"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38158"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38158"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}