{"id":38160,"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-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1987-long-term-performance-stock-plan-csx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1987-long-term-performance-stock-plan-csx-corp.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 31, 1997)\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 designated by\nthe  Participant,   on  a  form  provided  by  the  Company,   to  exercise  the\nParticipant's  rights in accordance  with Section 14 of the Plan in the event of\nhis death.\n\n     b. 'Benefits Trust Committee':  The term Benefits Trust Committee means the\ncommittee  established  pursuant to the CSX Corporation and Affiliated Companies\nBenefits Assurance Trust.\n\n     c. 'Board of  Directors':  The term Board of  Directors  or Board means the\nBoard of Directors of CSX Corporation.\n\n     d. 'Cause':  The term Cause means (i) an act or acts of personal dishonesty\nof a Participant  intended to result in substantial  personal  enrichment of the\nParticipant  at the  expense  of the  Company or any of its  subsidiaries,  (ii)\nviolation  of the  management  responsibilities  by  the  Participant  which  is\ndemonstrably  willful and deliberate on the Participant's  part and which is not\nremedied in a reasonable period of time after receipt of written notice from the\nCompany or a subsidiary,  or (iii) the conviction of the Participant of a felony\ninvolving moral turpitude.\n\n     e.  'Change in  Control':  The term Change in Control is defined in Section\n22.\n\n     f.  'Code':  The term Code  means the  Internal  Revenue  Code of 1986,  as\namended.\n\n     g. 'Committee':  The term Committee means the Compensation Committee of the\nBoard of Directors.\n\n     h. 'Company': The term Company means CSX Corporation.\n\n     i.  'Completed  Month':  The  term  Completed  Month  shall  mean a  period\nbeginning on the monthly  anniversary date of a grant of an Incentive and ending\non the day before the next monthly anniversary.\n\n     j.  'Covered  Employee':  The term  Covered  Employee  shall mean the chief\nexecutive  officer of the Company or any other  individual who is among the four\n(4) highest compensated officers or who is otherwise a 'covered employee' within\nthe meaning of Section 162(m) of the Code, as determined by the Committee.\n\n     k.  'Disability':   The  term  Disability  means  long-term  disability  as\ndetermined under the Company's Salary Continuance and Long-Term Disability Plan.\n\n     l.  'Divisive   Transaction':   The  term  Divisive   Transaction  means  a\ntransaction  in which the  Participant's  employer  ceases to be a Subsidiary or\nthere is a sale of substantially all of the assets of the Subsidiary.\n\n     m. 'Exchange Act': The term Exchange Act means the Securities  Exchange Act\nof 1934, as amended.\n\n     n. 'Exercisability Requirements': The term Exercisability Requirements used\nwith respect to any grant of options  means such  restrictions  or conditions on\nthe exercise of such options that the Committee may, in its  discretion,  add to\nthe one-year holding requirement contained in Sections 7 and 8.\n\n     o. 'Fair  Market  Value':  The term Fair Market Value shall be deemed to be\nthe mean between the highest and lowest quoted  selling  prices of the stock per\nshare as reported under New York Stock  Exchange-Composite  Transactions  on the\nday of reference to any event to which the term is pertinent, or, if there is no\nsale that day, on the last previous day on which any such sale occurred.\n\n     p.  'Functional  Group':  The  term  Functional  Group  means  a  group  of\nemployees,  identified by the Compensation Committee, in its sole discretion, to\nbe subject to a common set of Performance Objectives.\n\n     q.  'Incentive':  The term  Incentive  means any  incentive  under the Plan\ndescribed in Section 6.\n\n     r.  'Objective  Standard':  The term Objective  Standard means a formula or\nstandard by which a third party,  having  knowledge of the relevant  performance\nresults, could calculate the amount to be paid to a Participant. Such formula or\nstandard shall specify the  individual  employees or class of employees to which\nit applies,  and shall  preclude  discretion to increase the amount payable that\nwould otherwise be due upon attainment of the objective.\n\n     s.  'Participant':  The term Participant means an individual  designated by\nthe Committee as a Participant pursuant to Section 5.\n\n     t.  'Performance  Objective':  The term Performance  Objective shall mean a\nperformance objective established in writing by the Committee within ninety (90)\ndays of the  commencement  of the  Performance  Period to which the  Performance\nObjective  relates  and  at a  time  when  the  outcome  of  such  objective  is\nsubstantially uncertain. Each Performance Objective shall be established in such\na way that a third party having  knowledge of the relevant facts could determine\nwhether the  objective is met. A  Performance  Objective  may be based on one or\nmore business criteria that apply to the individual Participant, a business unit\nor the Company as a whole,  and shall state, in terms of an Objective  Standard,\nthe method of computing the amount payable to the Participant if the Performance\nObjective is attained.  With respect to Incentives granted to Covered Employees,\nthe material terms of the Performance  Objective shall be disclosed to, and must\nbe  subsequently  approved  by,  a vote  of  the  shareholders  of the  Company,\nconsistent  with  the  requirements  of  Section  162(m)  of the  Code  and  the\nregulations  thereunder.  The Performance  Objectives for any Performance Period\nshall be based on one or more of the  following  measures,  as determined by the\nCommittee  in  writing  within  ninety  (90)  days  of the  commencement  of the\nPerformance Period:\n\n           1. The achievement by the Company or business unit of specific levels\n              of Return on Invested  Capital  ('ROIC').  ROIC for the Company or\n              business  unit  means its  results  of  operations  divided by its\n              capital.\n\n           2. The generation by the Company or business unit of free cash flow.\n\n           3. The creation by the Company or business unit of specific levels of\n              Economic Value Added ('EVA'). EVA for the Company or business unit\n              means its ROIC less its cost of capital 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 return\n              to  shareholders  as  measured by stock  price  appreciation  plus\n              dividends.\n\n     u. 'Performance  Period':  The term Performance Period means a fixed period\nof time,  established  by the  Committee,  during which a  Participant  performs\nservice for the Company and during which Performance Objectives may be achieved.\n\n     v.  'Plan':  The term  Plan  means  this  CSX  Corporation  1987  Long-Term\nPerformance Stock Plan as amended or restated from time to time.\n\n     w.  'Retirement':  The term Retirement means termination of employment with\nimmediate  commencement  of  retirement  benefits  under the  Company's  defined\nbenefit pension plan.\n\n     x. 'Separation From Employment':  The term Separation From Employment means\nan employee's  separation  from employment with the Company or a Subsidiary as a\nresult  of  Retirement,   death,   Disability,   or  termination  of  employment\n(voluntarily or  involuntarily).  A Participant in receipt of periodic severance\npayments shall be considered  separated from employment on the day preceding the\nday such severance payments commenced.\n\n     y.   'Subsidiary':   The  term  Subsidiary   means,  with  respect  to  any\ncorporation,  or  corporation  more than 50% of whose  voting  shares  are owned\ndirectly or indirectly by the Company.\n\n     z.  'Trust':  The term  Trust  means  the CSX  Corporation  and  Affiliated\nCompanies   Executives'  Stock  Trust  or  such  other  trust  or  trusts  which\nsubstantially  conforms to the terms of the Internal Revenue Service model trust\nas described in 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  16,000,000\nshares of the  Company's  common stock,  par value $1.00 per share.  Such shares\nshall be authorized and unissued shares of the Company's  common stock.  Subject\nto the  provisions of Section 19, if any Incentive  granted under the Plan shall\nterminate or expire for any reason  without  having been  exercised in full, the\nunissued shares subject thereto shall again be available for the purposes of the\nPlan. Similarly, shares which have been issued, but which the Company retains or\nwhich the  Participant  tenders  to the  Company in  satisfaction  of income and\npayroll tax withholding  obligations or in satisfaction of the exercise price of\nany option shall remain authorized and shall again be available for the purposes\nof the Plan, provided, however, that any such previously issued shares shall not\nbe the subject of any grant under the Plan to any officer of the Company who, at\nthe time of such grant,  is subject to the  short-swing  trading  provisions  of\nSection 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 remove\nand\/or replace the Committee as the Plan Administrator.  Additionally, following\na Change of Control, any and all final benefit  determinations for Participants,\ntheir  beneficiaries,  heirs and assigns and decisions  regarding benefit claims\nunder this Plan shall rest with the Benefits Trust  Committee or its delegate in\nits sole judgment and absolute discretion.\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 7-12 hereof. With respect to Items (a)-(c),  the\nmaximum  number of shares of common  stock of the Company  with respect to which\nthese  Incentives  may be  granted in any Plan Year to any  Participant  will be\n750,000.  With respect to Items (d)-(f),  the maximum number of shares of common\nstock of the  Company  with  respect to which  these  Incentives  may be granted\nduring any Plan Year to any Participant will be 150,000.\n\n\n7.    Incentive Stock Options\n\n      Incentive  Stock Options (ISOs) will consist of options to purchase shares\nof the  Company's  common stock at purchase  prices not less than 100 percent of\nthe Fair Market  Value of such common  stock on the date of grant.  ISOs will be\nexercisable upon the date or dates specified in an option agreement entered into\nwith a Participant  but not earlier than one year after the date of grant of the\noptions  and not later  than 10 years  after  the date of grant of the  options;\nprovided,  however,  that whether or not the  one-year  holding  requirement  is\nsatisfied,  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      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      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.\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;  provided,  however,  that  whether  or not the  one-year\nholding  requirement  is  satisfied,  any  Exercisability  Requirements  must be\nsatisfied.\n\n      Any  Participant may exercise an option to purchase stock upon the date or\ndates specified in the option agreement offered to him. In no case may an option\nbe  exercised  for a fraction of a share.  Except as set forth in this Section 8\nand in Sections 12 through 15, no option holder may exercise an option unless at\nthe time of exercise he has been in the continuous  employ of the Company or one\nof its Subsidiaries  since the grant of his 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      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.  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;  (3) the delivery of a properly\nexecuted exercise notice, together with irrevocable  instructions to a broker to\npromptly  deliver to the Company  either sale proceeds of shares sold to pay the\npurchase price or the amount loaned by the broker to pay the purchase  price; or\n(4) any combination of (1), (2) and (3).\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\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 this\nSection 9,  written  notice must be received by the  Corporate  Secretary of the\nCompany between the third and twelfth  business days after the public release of\nthe Company's quarterly earnings report, or between such other, different period\nas may hereinafter be established by the Securities and Exchange Commission. For\nsuch settlements,  a Participant  subject to a restricted  exercise period shall\nreceive  settlement  based on the highest  Fair Market  Value  during the period\ndescribed in the foregoing sentence.\n\n      The Committee may not grant an SAR or other rights under this Section 9 in\nconnection  with an incentive  stock option if such grant would cause the option\nor the Plan not to qualify  under Section 422 of the Code or if it is prohibited\nby such section or Treasury  regulations issued thereunder.  Any grant of an SAR\nor other rights which would disqualify  either the option as an ISO or the Plan,\nor which is prohibited by Section 422 of the Code or Treasury regulations issued\nthereunder,  is and will be  considered  as void and  vesting  no  rights in the\ngrantee. It is a condition for eligibility for the benefits of the option and of\nthe Plan that the  Participant  agree  that in the  event an SAR or other  right\ngranted  should be  determined  to be void as  provided  by the  foregoing,  the\nParticipant 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 to determine the level of payment to be\nmade, if any, and shall record such results in the minutes of the meeting of the\nCommittee. In no instance will payment be made if the Performance Objectives are\nnot 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  or a\n           subsidiary  of the  Company,  subject to the  Participant's  deferral\n           election;\n      d. A Divisive Transaction, subject to the Participant's deferral election;\n      or \n      e. a Change in Control.\n\n      Notwithstanding a Participant's election to defer the payment of shares of\ncommon stock  pursuant to this Section 10, the Company  shall make cash payments\nto Participants  following each common stock dividend  payment date equal to the\ndividends  payable on the number of shares of Company  common stock  credited to\nthe  Participant's  account as of the dividend record date (including shares for\nwhich an election to defer has been made and any reinvested  dividends thereon).\nA  Participant  may elect to defer  receipt  of the cash  payments  pursuant  to\nelection  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\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 payment,\nthe Committee  shall determine the extent to which  Performance  Objectives have\nbeen attained or a degree of achievement between maximum and minimum Performance\nObjectives  during the  Performance  Period in order to  determine  the level of\npayment to be made,  if any, and shall record such results in the minutes of the\nmeeting of the Committee. In no instance will payment be made if the Performance\nObjectives 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 the  denominator is the number of whole\ncalendar  months in the applicable  restriction  period.  Any fractional  shares\nshall 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 shares\nof common  stock and receive the Stock  Premium,  the  Company  shall,  within a\nreasonable 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\n       b.  the Disability of the Participant;\n\n       c.  the  Participant's  termination  of employment  with the Company or a\n           subsidiary  of the  Company,  subject to the  Participant's  deferral\n           election and the three (3) year deferral requirement;\n\n       d.  a  Divisive  Transaction,  subject  to  the   Participant's  deferral\n           election; or\n\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      Notwithstanding a Participant's election to defer the payment of shares of\ncommon stock  pursuant to this Section 12, the Company  shall make cash payments\nto Participants  following each common stock dividend  payment date equal to the\ndividends  payable on the number of shares of Company  common stock  credited to\nthe  Participant's  account as of the dividend record date (including shares for\nwhich an election to defer has been made and any reinvested  dividends thereon).\nA  Participant  may elect to defer  receipt  of the cash  payments  pursuant  to\nelection  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\n\n13.   Contributions to the Trust\n\n      a. The Company shall make contributions to the Trust to secure a source of\nfuture 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;  provided,  however,  that if such Participant is eligible to retire with\nthe  ability  to begin  immediately  receiving  retirement  benefits  under  the\nCompany's pension plan, his or his successor in interest's right to exercise any\nISOs, NQSOs or SARs shall be determined as if his Separation From Employment was\nbecause 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.\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.\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,  the right of the  Participant  or his  successor  in  interest  to\nexercise an ISO, NQSO or SAR shall terminate not less than three years after the\ndate of the closing of such Divisive Transaction,  but in no event later than 10\nyears from the date of grant;  provided,  however,  that if such  Participant is\neligible to retire with the ability to begin  immediately  receiving  retirement\nbenefits  under the Company's  pension plan,  his or his successor in interest's\nright to  exercise  any  ISO,  NQSO' or SAR'  shall be  determined  as if he had\nretired.   Notwithstanding  anything  to  the  contrary  in  this  paragraph,  a\nParticipant  may not exercise such  Incentives  prior to satisfaction of the one\nyear holding requirement and the Exercisability  Requirements pertaining to such\nIncentives.\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 or\nformer  Participant (a) becomes the owner,  director or employee of a competitor\nof the Company or its  subsidiaries,  (b) has his  employment  terminated by the\nCompany or one of its  subsidiaries  on  account  of actions by the  Participant\nwhich are  detrimental to the interests of the Company or its  subsidiaries,  or\n(c) engages in conduct  subsequent to the termination of his employment with the\nCompany or its subsidiaries which the Committee  determines to be detrimental to\nthe interests of the Company or its subsidiaries  then the Committee may, in its\nsole discretion,  pay the Participant or former Participant a single sum payment\nequal to the amount of his unpaid benefits which were awarded and deferred under\nSections 10 or 12 of the Plan;  provided,  however, if the deferral has been for\nless  than  three (3) years  under  Section  12,  the  Participant  shall not be\neligible to receive the Stock  Premium.  The single sum payment shall be made as\nsoon as practicable  following the date the  Participant  or former  Participant\nbecomes an owner,  director or  employee of a  competitor,  his  termination  of\nemployment or the Committee's  determination of detrimental conduct, as the case\nmay be, and shall be in lieu of all other  benefits  which may be payable to the\nParticipant or former Participant under this Plan.\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 a\ncondition  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  individual  any  right to  continue  in the  employ of the\nCompany or one of its subsidiaries or interfere in any way with the right of the\nCompany or such subsidiary 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 May 2, 1999, 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.  Following  a Change of  Control,  all\namendments  to this Plan are  subject  to the  approval  of the  Benefits  Trust\nCommittee.\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 May 2, 1999; (iv) change the standards of eligibility  prescribed by\nSection 5; or (v) increase the maximum awards identified in Sections 7, 8, 9, 10\nand 11.  Following a Change of Control,  all amendments to this Plan are subject\nto 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               -----------------\n               group [within the meaning of Section  13(d)(3) or 14(d)(2) of the\n               Securities Exchange Act of 1934, as amended (the 'Exchange Act')]\n               (a 'Person') of beneficial  ownership (within the meaning of Rule\n               13d-3  promulgated  under  the  Exchange  Act)  of 20% or more of\n               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\n               of 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), the\n               ---------  -------\n               following  acquisitions shall not constitute a Change of Control:\n               (A)  any   acquisition   directly  from  the  Company;   (B)  any\n               acquisition by the Company;  (C) any  acquisition by any employee\n               benefit plan (or related  trust)  sponsored or  maintained by the\n               Company or any corporation  controlled by the Company; or (D) any\n               acquisition by any  corporation  pursuant to a transaction  which\n               complies  with clauses (A),  (B) and (C) of  subsection  (iii) of\n               this Section 22(b); or\n\n         (ii)  Board  Composition.  Individuals  who,  as of  the  date  hereof,\n               ------------------\n               constitute the Board of Directors (the  'Incumbent  Board') cease\n               for any reason to  constitute at least a majority of the Board of\n               Directors;  provided,  however,  that any  individual  becoming a\n               director   subsequent  to  the  date  hereof  whose  election  or\n               nomination  for  election  by  the  Company's  shareholders,  was\n               approved by a vote of at least a majority of the  directors  then\n               comprising the Incumbent Board shall be considered as though such\n               individual were a member of the Incumbent  Board,  but excluding,\n               for this purpose, any such individual whose initial assumption of\n               office  occurs as a result of an  actual or  threatened  election\n               contest  with  respect to the election or removal of directors or\n               other actual or threatened solicitation of proxies or consents by\n               or on behalf of a Person other than the Board of Directors; or\n\n        (iii)  Business  Combination.   Approval  by  the  shareholders  of  the\n               ---------------------\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 a\n               matter of law or contract, to approval by the Interstate Commerce\n               Commission  or any  successor  agency or  regulatory  body having\n               jurisdiction  over such  transactions (the 'Agency') (a 'Business\n               Combination'),  in each case,  unless,  following  such  Business\n               Combination:\n\n            (A) all or  substantially  all of the  individuals  and entities who\n                were the beneficial  owners,  respectively,  of the  Outstanding\n                Company Common Stock and Outstanding  Company Voting  Securities\n                immediately prior to such Business Combination beneficially own,\n                directly or indirectly, more than 50% of, respectively, the then\n                outstanding shares of common stock and the combined voting power\n                of the  then  outstanding  voting  securities  entitled  to vote\n                generally in the election of  directors,  as the case may be, of\n                the  corporation   resulting  from  such  Business   Combination\n                (including,  without limitation, a corporation which as a result\n                of such transaction owns the Company or its principal subsidiary\n                or all or substantially  all of the assets of the Company or its\n                principal  subsidiary  either  directly  or through  one or more\n                subsidiaries)  in  substantially  the same  proportions as their\n                ownership, immediately prior to such Business Combination of the\n                Outstanding  Company Common Stock and Outstanding Company Voting\n                Securities, as the case may be;\n\n            (B) no  Person  (excluding  any  corporation   resulting  from  such\n                Business  Combination  or any employee  benefit plan (or related\n                trust) of the Company or such  corporation  resulting  from such\n                Business Combination) beneficially owns, directly or indirectly,\n                20% or more of,  respectively,  the then  outstanding  shares of\n                common stock of the  corporation  resulting  from such  Business\n                Combination or the combined voting power of the then outstanding\n                voting securities of such corporation  except to the extent that\n                such ownership existed prior to the Business Combination; and\n\n            (C) at least a majority  of the  members  of the board of  directors\n                resulting  from such  Business  Combination  were members of the\n                Incumbent  Board at the  time of the  execution  of the  initial\n                agreement, or of the action of the Board of Directors, providing\n                for such Business Combination; or\n\n      (iv)  Regulated Business Combination.  Approval by the shareholders of the\n            ------------------------------\n            Company of a Business  Combination  that is subject,  as a matter of\n            law or contract,  to approval by the Agency (a  'Regulated  Business\n            Combination') unless such Business Combination complies with clauses\n            (A), (B) and (C) of subsection (iii) of this Section 22(b); or\n\n      (v)   Liquidation  or  Dissolution.  Approval by the  shareholders  of the\n            ----------------------------\n            Company of a complete  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 pursuant\nto Section 10 or an ICP award  pursuant  to Section  12, may elect in a time and\nmanner determined by the Committee, but in no event later than December 31, 1996\nor the  occurrence  of a Change in  Control,  if  earlier,  to have  amounts and\nbenefits currently deferred,  and to be deferred,  under the Plan determined and\npayable  under the terms of the Plan as if a Change in Control had not occurred.\nNew  Participants  in the Plan may elect in a time and manner  determined by the\nCommittee,  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\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  unless  and until  such  listing,\nregistration,  qualification,  consent or approval  shall have been  effected or\nobtained free of any conditions not acceptable 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 employees\nwho are foreign nationals or who are employed outside the United States or both,\non such terms and conditions  different from those specified in the Plan as may,\nin the  judgment of the  Committee,  be  necessary  or  desirable to further the\npurposes of the Plan.  Such  different  terms and conditions may be reflected in\nAddenda to the Plan.\n\n26.   Construction\n\n      The Plan shall be governed by the laws of the Commonwealth of Virginia.\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-38160","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\/38160","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=38160"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38160"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38160"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38160"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}