{"id":40570,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/special-retirement-plan-csx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"special-retirement-plan-csx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/special-retirement-plan-csx-corp.html","title":{"rendered":"Special Retirement Plan &#8211; CSX Corp."},"content":{"rendered":"<pre>\n                             SPECIAL RETIREMENT PLAN\n                 OF CSX CORPORATION AND AFFILIATED CORPORATIONS\n\n\n\n                     As Amended and Restated January 1, 1995\n                      (As Amended through December 7, 1999)\n\n\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\nSection I -           INTRODUCTION...........................................  1\n\nSection II -          PARTICIPATION..........................................  2\n\nSection III -         CREDITABLE SERVICE.....................................  2\n\nSection IV -          COMPENSATION AND AVERAGE COMPENSATION..................  3\n\nSection V -           SPECIAL RETIREMENT ALLOWANCES..........................  3\n\nSection VI -          FUNDING METHOD.........................................  5\n\nSection VII -         ADMINISTRATION OF SPECIAL PLAN.........................  6\n\nSection VIII -        MODIFICATION, AMENDMENT AND TERMINATION................  7\n\nSection IX -          NON-ALIENATION OF BENEFITS.............................  8\n\nSection X -           MISCELLANEOUS PROVISIONS...............................  8\n\nSection XI -          CHANGE OF CONTROL......................................  8\n\nSection XII -         CONSTRUCTION........................................... 11\n\n\nAPPENDIX I     PARTICIPANTS GRANTED ADDITIONAL\n                      CREDITABLE SERVICE PURSUANT TO\n                      SECTION V(4)(b)\n\n\n\n\n\n\n                            Special Retirement Plan\n\n                 of CSX Corporation and Affiliated Corporations\n\n                     As Amended and Restated January 1, 1995\n                      (As Amended through December 7, 1999)\n\n\nSection I - INTRODUCTION\n\n        1. The purpose of this retirement plan,  hereinafter called the 'Special\nPlan,' is to provide an incentive  for  corporate  officers  comprising a select\ngroup of management or highly compensated employees to exert maximum efforts for\nthe  Company's  success  and to  remain  in the  service  of the  Company  until\nretirement.\n\n        2. The Special Plan as provided  herein was  originally  effective as of\nMarch 1,  1983,  and  supersedes  the  Employees'  Special  Pension  Plan of The\nChesapeake and Ohio Railway  Company and the Plan for  Additional  Annuities for\nQualifying Members under the Supplemental Pension Plan of The Baltimore and Ohio\nRailroad Company, hereinafter called the 'Former Plans.'\n\n        3. The 'Company' as used herein means CSX  Corporation and such other of\nits affiliated  corporations  as shall adopt this Special Plan with the approval\nof the Compensation Committee and by action of their boards of directors for the\nbenefit of  corporate  officers  who are  covered  or may become  covered by the\nSpecial Plan.\n\n        4. The term 'Compensation  Committee' means the Compensation Committee\nof the Board of Directors of CSX Corporation (the 'Board of Directors').\n\n        5. 'Benefits  Trust  Committee'  means the committee  created  pursuant\nto the CSX  Corporation and Affiliated Companies Benefits Assurance Trust\nAgreement ('The Benefits Assurance Trust').\n\n        6. The  Company's   'Independent   Accountant'   means  an  independent\naccountant  or actuary  engaged  by the  Company  and,  if  selected  or changed\nfollowing a Change of Control, approved by the Benefits Trust Committee.\n\n        7. The  incentives  under the  Special  Plan  shall  consist  of special\nretirement   allowances  provided  by  the  Company  at  retirement  to  certain\nemployees,  hereinafter  referred to as 'Participants,' who shall participate as\nprovided herein (eligibility for participation is set forth in Section II).\n\n        8. The Special Plan shall, where appropriate, refer to and have meanings\nconsistent  with all of the  relevant  terms of any other  regularly  maintained\npension plan which currently provides or did provide  immediately prior to March\n1, 1983, retirement benefits for non-contract employees of the Company and is or\nwas maintained by CSX  Corporation or any of its affiliated  corporations  whose\nofficers  participate in the Special Plan.  Such existing  regularly  maintained\npension plans which  provided  benefits  immediately  prior to March 1, 1983 for\nemployees of the Company,  and covered periods of service granted in subsections\n4(a) and 4(b) of  Section V, or those  which may be  established  hereafter,  as\namended from time to time,  shall be referred to herein as the 'Pension  Plans.'\nAccordingly,  regardless  of formal  differences  which may  exist  between  the\nSpecial Plan and the Pension Plans in the use of  terminology,  the  definitions\nand  principles  which  are set  forth in the  Pension  Plans  with  respect  to\ncompensation, average compensation, credited service, and similar terms shall be\napplied and construed  hereunder in a manner consistent with the purposes of the\nSpecial Plan and the Pension Plans.  In any instance in which the male gender is\nused herein,  it shall also include  persons of the female gender in appropriate\ncircumstances.\n\n\n\n\n\nSection II - PARTICIPATION\n\n        1. Every person who was a  Participant  in the Former Plans as in effect\nimmediately  prior to March 1, 1983,  shall  continue  as a  Participant  in the\nSpecial Plan on and after such date for the purpose of any applicable provisions\nhereof.\n\n        2. On and after March 1, 1983,  Participants shall include any employees\nwho  participate in the Pension Plans and who are entitled to benefits  provided\nunder Section V, Subsection 8 hereof;  provided,  however, that the only benefit\nthat such  employees  shall be eligible to receive under this Special Plan shall\nbe the  benefit  provided in  accordance  with such  Subsection  unless they are\notherwise entitled to benefits under other provisions of this Special Plan.\n\n        3. On and after  March 1, 1983,  additional  persons  eligible  to be\nParticipants  shall be those specified in Section V, Subsection 4(c).\n\nSection III - CREDITABLE SERVICE\n\n        1. Creditable service under the Special Plan shall have the same meaning\nand apply in the same manner as  creditable  service  under the  Pension  Plans,\nexcept that it shall also include any  additional  creditable  service which may\nhave  been or which may be  granted  to a  Participant  in  accordance  with the\nprovisions of Section V, Subsections 3 and 4. Provided, however, notwithstanding\nany  provisions  of the Pension  Plans to the  contrary,  a  Participant  in the\nSpecial  Plan who is in the  employ  of the  Company  and who  does not  receive\ncompensation  in any calendar month due to amounts  deferred under the Company's\nDeferred  Compensation  Program,   Supplementary  Savings  and  Incentive  Award\nDeferral  Plan, and any other amounts of  compensation  deferred under any other\narrangement  approved by the Compensation  Committee  nevertheless shall receive\ncreditable service under the Special Plan.\n\n        2.  Notwithstanding  any  other  provisions  of this  Special  Plan  or\nthe  Pensions  Plans  to the contrary, effective January 1, 1989:\n\n        (a)    Prior  to  January  1,  1992,  a   Participant   must  have  been\n               continuously  employed  by the  Company  for a period of not less\n               than 10 years to  become  entitled  upon  retirement  to  receive\n               payment of a special retirement  allowance from this Special Plan\n               in  respect  of  any  additional   creditable  service,   pension\n               supplement,   pension  or  benefit   granted   under  Section  V,\n               Subsections 3(a) or 3(b) of this Special Plan. After December 31,\n               1991,  this  Subsection  (a)  shall  only  apply  to  Section  V,\n               Subsection 3(b); and,\n\n        (b)    Prior to January 1, 1992, a Participant must have been\n               continuously  employed by the Company for a period of not less\n               than 5 years to become entitled to receive payment of a special\n               retirement allowance from this Special Plan in respect of any\n               additional  creditable  service granted under Section V,\n               Subsection 4(d), of this Special Plan;  provided,  however, a\n               person who has already  attained  age 60 when he  first  becomes\n               employed  by the  Company,  and who also  becomes  and\n               continuously  remains a Participant  from his first date of\n               employment  until  attainment of age 65, shall become entitled\n               upon retirement to receive payment of a special  retirement\n               allowance  from this Special Plan in respect of any additional\n               creditable service granted under Section V, Subsection 4(d) of\n               this Special Plan; and\n\n        (c)    After December 31, 1991, a Participant must have been\n               continuously  employed by the Company for   a period of not less\n               than 10 years and must have  attained age 55 to become  entitled\n               to receive a special  retirement  allowance from this Special\n               Plan in respect to any additional  creditable service  accrued\n               after  December 31,  1991,  granted under Section V,  Subsection\n               4(d), of this  Special  Plan or a  pension  or  benefit  granted\n               after  December 31,  1991  under  Section  V,  Subsection 3(a) of\n               this Special Plan; provided,  however, a Participant who has at\n               least 5 years  of continuous  service and who dies while actively\n               employed shall be entitled to the additional  creditable  service\n               accrued after December 31, 1991; and,  provided  further,  a\n               Participant who terminates  employment because of a Divisive\n               Transaction or a workforce  downsizing or with the consent of the\n               Chief Executive Officer of CSX Corporation  ('Chief Executive\n               Officer') prior to age 55 with 10 years of  continuous  service\n               shall be  entitled  to the  additional  creditable  service\n               accrued after  December 31, 1991.  For purposes of this Section\n               III,  Subsection  2(c), 'Divisive  Transaction'  shall mean a\n               transaction in which the Participant's  employer ceases to  be a\n               subsidiary of CSX Corporation or there is a sale of substantially\n               all of the assets of the subsidiary.\n\n        (d)    Prior to a Change of Control,  in no event shall a Participant be\n               eligible to receive a payment in respect of any benefits  granted\n               under  Section V,  Subsections  3(a),  3(b) or 4(d) of this\n               Special Plan before such date as the Participant  attains the\n               earliest  retirement age specified in the particular Pension Plan\n               in which the Participant  also  participates,  unless an earlier\n               payment from the Special Plan is  specifically  authorized by the\n               Compensation Committee.  The Compensation  Committee  shall  have\n               full  authority  and  sole  discretion  to  interpret  and\n               administer the foregoing  rules,  and any decision made by the\n               Compensation  Committee shall be  final  and  binding.  Following\n               a Change of  Control,  the same  rules  apply  except  that the\n               Benefits  Trust  Committee  shall have full  authority  and sole\n               discretion  to  interpret  and  administer the foregoing  rules.\n               Any such decision made by the Benefits Trust  Committee  shall be\n               final and binding.\n\n        (e)    In the event of a Change of  Control,  as defined in Section  XI,\n               the  age 55 and  length  of  service  requirements  contained  in\n               Section  III,  Subsection  (2)(c),  shall  be  waived  for  those\n               Participants  who are  employed by the Company at the time of the\n               Change of Control.\n\nSection IV - COMPENSATION AND AVERAGE COMPENSATION\n\n        Compensation and average  compensation under the Special Plan shall have\nthe same  meanings  and  apply in the same  manner  as those  terms do under the\nPension  Plans,  except as provided  in Section V,  Subsection  3(b);  provided,\nhowever,  that  amounts  deferred  under  the  Company's  Deferred  Compensation\nProgram,  Supplementary Savings and Incentive Award Deferral Plan, and any other\namounts of  compensation  deferred under any other  arrangement  approved by the\nCompensation  Committee shall be included in the  determination  of compensation\nand average  compensation;  and further provided,  that compensation and average\ncompensation  hereunder shall not be limited to the amount of $150,000,  or such\nother amount as adjusted by  regulation,  as imposed by Sections  401(a)(17) and\n415(d) of the Internal Revenue Code.\n\nSection V - SPECIAL RETIREMENT ALLOWANCES\n\n        1. All of the provisions,  conditions, and requirements set forth in the\nPension  Plans with respect to the granting and payment of  retirement  benefits\nthereunder shall be equally applicable to the granting of the special retirement\nallowances  hereunder  to  Participants  in the Special  Plan and to the payment\nthereof from the Company's general assets or from the Benefits  Assurance Trust.\nExcept  as  otherwise  may  be  provided  in  this  Special  Plan,   whenever  a\nParticipant's  rights under the Special Plan are to be  determined,  appropriate\nreference  shall be made to the particular  Pension Plan in which such person is\nalso  a  participant.  Notwithstanding  the  preceding  sentence,  if a  special\nretirement  allowance under the Special Plan shall be paid to a surviving spouse\nin conformance with the provisions of the Pension Plans,  the final  installment\npayment  hereunder shall be made only to the estate of such surviving spouse and\nshall not be otherwise  paid,  regardless  of any  different  provision for such\npayment which may be prescribed in the Pension Plans.\n\n        2. All special retirement  allowances being paid on March 1, 1983, under\nthe  Former  Plans  as they  existed  immediately  prior to such  date  shall be\ncontinued and be paid hereunder,  and,  persons  participating  under the Former\nPlans shall continue to participate  hereunder in accordance  with the terms and\nconditions  of the Former Plans and any  applicable  provisions  of this Special\nPlan.\n\n        3. The  Compensation  Committee,  upon the  recommendation  of the Chief\nExecutive Officer, may grant to an officer of the Company the following benefits\nunder the Special Plan:\n\n        (a)    Additional  creditable  service,  pensions or benefits  hereunder\n               other than as provided in the Pension  Plan,  in  recognition  of\n               previous service deemed to be of special value to the Company.\n\n        (b)    A  pension  supplement  hereunder  in a  particular  instance  as\n               determined by the Compensation Committee, to be calculated on the\n               basis of  specific  instructions  which may depart  only for such\n               purpose from any of the terms,  conditions or requirements of the\n               Pension  Plans,  notwithstanding  the  provisions  of  Section I,\n               Subsection 5, and Section V, Subsection 1, hereof.\n\n        4. The  following  additional  creditable  service  under the Special\nPlan shall be granted by the Company at retirement under the Pension Plans:\n\n        (a)    To those  Participants of the 'Former Plans,'  creditable service\n               equal  to that  accrued  under  Section  V,  Subsection  4 of The\n               Employees'  Special  Plan  of The  Chesapeake  and  Ohio  Railway\n               Company or under paragraphs 1, 2 and 3 of the Plan for Additional\n               Annuities for Qualifying  Members Under the Supplemental  Pension\n               Plan of the Baltimore and Ohio Railroad  Company,  provided that,\n               effective  upon a  Participant's  retirement on or after March 1,\n               1983, creditable service under the Special Plan and Pension Plans\n               shall not exceed 44 years.\n\n        (b)    To those  Participants  in the  Special  Plan who are  listed  in\n               Appendix I, and who are also  participants  in the Pension Plans,\n               additional  creditable  service  under the  Special  Plan will be\n               granted as indicated for each  individual as shown in Appendix I,\n               provided  that  additional  creditable  service under the Special\n               Plan and credited  service  under the Pension Plans at retirement\n               shall not exceed 44 years.\n\n        (c)    On and after  March 1,  1983,  new  admissions  into the class of\n               persons  who  may  become  Participants  in the  Special  Plan to\n               receive  additional   creditable  service  hereunder  shall  only\n               include  participants  in the Pension  Plans who are appointed by\n               the Chief Executive Officer or his designee.\n\n        (d)    In  addition to the  additional  creditable  service  granted to\n               Participants  under (a) or (b)  above,  beginning March 1,  1983,\n               one year of additional creditable service shall be granted for\n               each year of actual service (with  allowances  for months less\n               than twelve)  between ages 45 and  65 during which a person is a\n               Participant.  Those who become  qualified as provided in (c)\n               above  shall have one year of additional  credited service\n               granted,  beginning no earlier than the date    they  are both a\n               Participant  and at  least  age 45,  for each  year of  actual\n               service  (with allowances  made for months less than twelve)\n               during which they remain a  Participant,  but only  up to age 65.\n               Additional  creditable  service  granted under the Special Plan\n               shall be combined  with  credited  service  under the Pension\n               Plan (but only if credited  service under the Pension  Plans does\n               not exceed 44 years),  to result in total credited service and\n               additional  creditable service  under the  Pension  Plans and the\n               Special  Plan which shall not exceed a maximum of 44   years. The\n               position,  compensation,  and other  conditions upon which a\n               non-contract  employee's  participation  herein is based shall be\n               determined from time to time in the absolute  discretion  of the\n               Compensation  Committee.  Effective  December 31, 1993, there\n               shall be no new admissions into the class of persons who may\n               receive additional  benefits pursuant to this subsection 4(d);\n               provided,  however, the Chief Executive Officer may, by express\n               agreement,  offer the additional benefits pursuant to this\n               subsection 4(d) to selected individuals.\n\n        (e)    Anything to the contrary notwithstanding,  any Participant in the\n               Special Plan receiving  additional  creditable service under this\n               Subsection 4, and whose  responsibilities  and  compensation  are\n               reduced, may, in the discretion of the Compensation  Committee or\n               the  Chief  Executive  Officer,  cease  to  receive  any  further\n               additional creditable service hereunder.\n\n        (f)    A  Participant's  accrual  of  additional  creditable  service as\n               provided  herein  shall not be subject to  termination  except as\n               provided  in  subparagraph  (e)  above,  or  upon  retirement  or\n               termination of employment.\n\n        (g)    Prior to January 1, 1992, a  Participant  who  receives  benefits\n               under a Salary  Continuance and Long-Term  Disability Plan of the\n               Company shall continue to accrue  additional  creditable  service\n               hereunder  subject to the same rules that are  applicable in such\n               instances under the Pension Plans.\n\n        (h)    It is the intent of this  Section V that,  for the purpose of the\n               Special  Plan,  the  additional   creditable   service   provided\n               hereunder when added to credited  service under the Pension Plans\n               or  otherwise,  shall  not in any  case  exceed  44  years in the\n               aggregate.\n\n        (i)    To those  Participants  who become  qualified as provided in (a),\n               (b) or (c) above, a special retirement allowance shall be payable\n               under the Special Plan to such  Participants  or their  surviving\n               spouses  equal to any amount due under the Pension Plans which is\n               not paid in full under the Pension Plans.\n\n        (j)    Notwithstanding the preceding, following a Change of Control, any\n               additional   service  or  benefits   granted   under  Article  V,\n               Subsection  4 shall be subject to the  approval  of the  Benefits\n               Trust Committee.\n\n        5. The  Company  shall  accrue  and pay under  this  Special  Plan as an\nadditional supplemental benefit any annual pension benefits that would have been\npayable  under  the  Pension  Plans  as in  effect  on  September  1,  1974,  or\nthereafter,  if Sections 415(b) and 401(a)(17) of the Internal Revenue Code, and\nany other relevant  provisions of law that impose limitations or have the effect\nof  limiting  the  accrual of benefits  under the  Pension  Plans,  had not been\nenacted into law, unless such additional supplemental benefit is provided by the\nCompany through another plan created for that purpose.\n\n        6. The Company  shall accrue  reserves to the credit of the Special Plan\nin advance to cover the costs of any additional creditable service,  pensions or\nbenefits granted under Subsections 3 and 4 hereof, and such pensions or benefits\nor special retirement  allowances reflecting such credit shall be paid under the\nSpecial Plan. Where additional creditable service is granted, upon retirement in\naccordance  with the  provisions of the Pension  Plans,  the  Participant  shall\nreceive a special  retirement  allowance  equal to the  difference  between  the\nretirement allowance computed under the Pension Plans and the amount which would\nbe payable if the additional credit granted hereunder had been included with the\nactual credited service in the computation of the retirement  allowance  payable\nunder the  Pension  Plans.  Where a pension  or other  benefit  is  granted to a\nParticipant,  such pension or benefit  shall be payable as a special  retirement\nallowance from the Special Plan.\n\n        7. In the  event any  Participant  in the  Special  Plan  receives  as a\nparticipant in the Pension Plans, a pension or retirement  benefit  payable in a\nform other than a straight life annuity in accordance with the provisions of the\nPension Plans, his special retirement  allowance under this Section V shall also\nbe  payable  in a similar  form.  Notwithstanding  any other  provision  of this\nSpecial Plan to the contrary,  certain  senior  executives of the Company or its\naffiliates  (as  identified by the Chief  Executive  Officer of the Company from\ntime to time),  will, prior to their  commencement of retirement  benefits under\nthe Company's qualified pension plan, be permitted to elect to receive (or elect\nfor a  beneficiary  to  receive  in the  event  of the  executive's  death)  the\nactuarial present value of their benefits under this Special Plan in a lump sum.\nSuch  election  shall be in  accordance  with rules  established  by the Special\nPlan's Administrator.  For purposes of this subsection 7, the `actuarial present\nvalue' shall be determined as of the  Valuation  Date  preceding the date of the\npayment of the benefit and on the basis of the UP 1984 Mortality Table, set back\none year,  and a discount  rate equal to the interest  rate  promulgated  by the\nPension Benefit  Guaranty  Corporation for use in determining the sufficiency of\nsingle employer defined benefit pension plans terminating on that date.\n\n        8. The Company  shall  accrue and pay under this Special Plan any annual\npension  benefit which otherwise would have been payable under the Pension Plans\nbut for the Participant's  deferral of compensation under the Company's Deferred\nCompensation  Program,  Supplementary Savings and Incentive Award Deferral Plan,\nor  under  any  other  deferred   compensation   arrangement   approved  by  the\nCompensation Committee.\n\n        9. The obligations of the Company or any of its affiliated  corporations\nand the benefit due any Participant,  surviving spouse or beneficiary under this\nPlan  shall be  reduced  by any  amount  received  in regard  thereto  under the\nBenefits Assurance Trust or any similar trust or other vehicle.\n\nSection VI - FUNDING METHOD\n\n        1. The benefits provided under the Special Plan shall be financed by the\nCompany and no contribution shall be required of Participants. The Company shall\naccrue reserves on its books as follows:\n\n        (a)    As of March 1, 1983, an amount shall be  calculated  with respect\n               to the Former  Plans  which shall be the  actuarially  determined\n               present  value  as  of  that  date  of  all  special   retirement\n               allowances  payable under the Former Plans and,  under a schedule\n               approved by the  Company's  Independent  Accountant,  the reserve\n               previously accrued will be adjusted.\n\n        (b)    As of March 1, 1983, the actuarially  determined present value as\n               of that date of all special  retirement  allowances payable under\n               Section V,  Subsection  4(b)  shall be  calculated  and,  under a\n               schedule  approved by the  Company's  Independent  Accountant,  a\n               reserve equal to that amount established.\n\n        (c)    During the year 1983,  there shall be accrued the amount required\n               to allow regular interest on the adjusted reserve provided in (a)\n               and (b) above.  Each year  thereafter  there shall be accrued the\n               amount required to allow regular interest on the average reserves\n               standing to the credit of the Special  Plan during the  preceding\n               year.\n\n        (d)    Each year the  reserves  shall be adjusted to reflect the payment\n               of special retirement allowances during the year.\n\n        (e)    Such  additional  reserves  shall be accrued from time to time as\n               may be required in accordance  with Section V,  Subsections 3 and\n               4, on account of grants thereunder made after March 1, 1983.\n\n        (f)    There shall be accrued from time to time, as required, additional\n               reserves on account of benefits pursuant to Section V, Subsection\n               6.\n\n        (g)    At such  times as the Plan  Administrator  shall  recommend,  the\n               reserves  accrued  to the  credit of the  Special  Plan  shall be\n               adjusted  on the basis of  actuarial  valuations  to reflect  the\n               experience  under the Special  Plan, or  amendments  thereto,  or\n               changes in the rate of regular  interest,  or any other actuarial\n               assumptions.\n\n        2. The Company  shall  provide all funds required for the administration\nexpenses of the Special Plan.\n\n        3. The Company has  established the CSX Corporation  and Affiliated\nCompanies  Benefits  Assurance Trust  ('Trust').  Except as provided in Section\nXI, the Company is not obligated to make any  contribution  to the Trust.\n\n        4. The Special  Plan is intended to be unfunded for tax purposes and for\npurposes of Title I of ERISA.  Participants  in the Special Plan have the status\nof general unsecured creditors of the Company,  and the Special Plan constitutes\na mere promise by the  participating  employer to make  benefit  payments in the\nfuture.\n\n        5. To the extent  reflected by resolutions  of the applicable  boards of\ndirectors,  obligations  for benefits under this Special Plan shall be joint and\nseveral.\n\nSection VII - ADMINISTRATION OF SPECIAL PLAN\n\n        1.  Prior to a Change of  Control,  the Plan  Administrator  for the CSX\nPension Plan shall be responsible for the general  administration of the Special\nPlan and for carrying out its provisions.\n\n        2.  Following a Change of Control,  the  Benefits  Trust  Committee  may\nremove  and\/or  replace  the  Plan   Administrator   as  to  the  Special  Plan.\nAdditionally, following a Change of Control, any and all benefits determinations\nfor Participants, their beneficiaries, heirs and assigns and decisions regarding\nbenefit  claims  under this  Special  Plan shall  rest with the  Benefits  Trust\nCommittee or its delegate in its sole and absolute discretion.\n\nSection VIII - MODIFICATION, AMENDMENT AND TERMINATION\n\n        1. The Special  Plan  represents  a  contractual  obligation  heretofore\nentered  into by the Company in  consideration  of services  rendered  and to be\nrendered by  Participants  covered under the Special Plan.  Prior to a Change of\nControl,  the  Company  reserves  the right at any time and from time to time to\nmodify or amend in whole or in part any or all of the provisions of this Special\nPlan, or to terminate this Special Plan; provided, however, prior to December 1,\n1991,  no  modification  or amendment  shall be made to this Special Plan unless\nthere have been  modifications  or amendments to  correlative  provisions of the\nPension Plans,  and any  modifications  or amendments to this Special Plan shall\ncoincide  with the  modifications  or  amendments  of the Pension  Plans (except\nnonconforming  revisions to administrative  provisions shall be permitted);  and\nprovided,  further,  that this  Special  Plan  shall only be  terminated  if the\nPension Plans are terminated, subject to the following limitations:\n\n(a)            In the event any modification or amendment  adversely affects the\n               benefits  to  be  received  by  a  retired  Participant  and  the\n               designated surviving spouse of a retired Participant,  they shall\n               be entitled to receive for life the special retirement  allowance\n               they would have  received had the Special Plan not been  modified\n               or amended,  and each  designated  surviving  spouse of a retired\n               Participant shall become entitled to receive for life the special\n               retirement  allowance that such designated surviving spouse would\n               have received had the Special Plan not been modified or amended.\n\n(b)            In the  event  of the  termination  of this  Special  Plan,  each\n               retired Participant and designated  surviving spouse of a retired\n               Participant  shall be  entitled  to receive  for life the special\n               retirement  allowance  they would have  received  had the Special\n               Plan not been terminated, and each designated surviving spouse of\n               a retired  Participant  shall become entitled to receive for life\n               the special retirement  allowance that such designated  surviving\n               spouse  would  have  received  had  the  Special  Plan  not  been\n               terminated.\n\n(c)            In the event any modification or amendment  adversely affects the\n               benefit which an active  Participant  would have been entitled to\n               receive if such amendment or modification had not been made, such\n               active  Participant  shall,  so long as he  remains in the active\n               service  of the  Company,  only  continue  to  accrue  creditable\n               service  and  benefits   prospectively  in  accordance  with  the\n               provisions of the Special Plan as so modified or amended,  unless\n               the  Participant  shall earlier  cease to receive any  additional\n               creditable service as provided in Section V, Subsection 4(e).\n\n(d)            In the  event  this  Special  Plan  is  terminated,  each  active\n               Participant,  in  consideration  of his continued  service to the\n               Company until the date of his termination from active  employment\n               by  retirement  or  otherwise,  shall be  entitled  to retain his\n               accrued  additional  service,  or pension or  benefits as granted\n               hereunder to such Participant,  in accordance with the provisions\n               of this  Special  Plan in  effect on the day prior to the date of\n               termination,  unless  the  Participant  shall  earlier  cease  to\n               receive any additional  creditable service as provided in Section\n               V, Subsection 4(e).\n\n(e)            In lieu of paying  special  retirement  allowances  in accordance\n               with the foregoing  provisions,  the Plan  Administrator,  at its\n               election,  may direct the discharge of all obligations to retired\n               Participants,  designated  spouses of retired  Participants,  and\n               active  Participants  by cash  payments of  equivalent  actuarial\n               value or through the provision of immediate or deferred annuities\n               or other periodic  payments of equivalent  actuarial value, as it\n               shall in its sole discretion determine, provided that following a\n               Change of Control,  the  authority to make such  decisions  shall\n               rest solely with the Benefits Trust Committee.\n\n        2.     Following a Change of Control,  this Special Plan may not be\namended or  terminated  without the approval of the Benefits Trust Committee.\n\nSection IX - NON-ALIENATION OF BENEFITS\n\n        1. No benefit  under the Special  Plan shall be subject in any manner to\nanticipation,  alienation, sale, transfer,  assignment,  pledge, encumbrance, or\ncharge, and any attempt to do so shall be void, except as specifically  provided\nin the  Special  Plan,  nor shall any  benefit  be in any  manner  liable for or\nsubject to the debt, contracts, liabilities, engagements, or torts of the person\nentitled to such  benefit;  and in the event that the Plan  Administrator  shall\nfind that any active or retired Participant or designated spouse or spouse under\nthe  Special  Plan has  become  bankrupt  or that any  attempt  has been made to\nanticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any of\nhis benefits  under the Special  Plan,  except as  specifically  provided in the\nSpecial Plan,  then such benefits shall cease to accrue and shall be determined,\nand in that event, the Plan Administrator shall hold or apply the same to or for\nthe benefit of such active or retired  Participant or spouse,  in such manner as\nthe Plan Administrator may deem proper.\n\n        2. Notwithstanding  the preceding,  following a Change of Control,  the\nPlan  Administrator  shall not implement  such action without the consent of the\nBenefits Trust Committee.\n\nSection X - MISCELLANEOUS PROVISIONS\n\n        1. Anything in the Special Plan to the contrary  notwithstanding,  prior\nto a  Change  of  Control,  if the Plan  Administrator  finds  that any  retired\nParticipant  or spouse is  engaged  in acts  detrimental  to the  Company  or is\nengaged or employed in any occupation  which is in competition with the Company,\nand if after due notice such retired  Participant  or spouse  continues to be so\nengaged or employed, the Plan Administrator shall suspend the special retirement\nallowance of such person,  which  suspension  shall  continue  until  removed by\nnotice from the Plan Administrator;  provided,  however, that if such suspension\nhas continued for one year, the Plan  Administrator  shall forthwith cancel such\nParticipant's or spouse's special retirement allowance. Furthermore, if the Plan\nAdministrator  finds  that  any  Participant  has  been  discharged  for  having\nperformed  acts  detrimental  to the  Company,  then  regardless  of  any  other\nprovision in the Special  Plan,  no benefit shall be payable to or on account of\nany such  Participant's  coverage under this Special Plan.  Notwithstanding  the\npreceding,  following  a Change of  Control,  the Plan  Administrator  shall not\nimplement  such  action or make such  determination  without  the consent of the\nBenefits Trust Committee.\n\n        2. The  establishment  of the  Special  Plan shall not be  construed  as\nconferring any legal rights upon any employee for a continuation  of employment,\nnor shall it interfere  with the rights of the Company to discharge any employee\nand to treat him without  regard to the effect which such  treatment  might have\nupon him as a Participant in the Special Plan.\n\nSection XI - CHANGE OF CONTROL\n\n        1. If a Change of Control has occurred,  the Company shall contribute to\nthe Trust within 7 days of such Change of Control, a lump sum contribution equal\nto the greatest of:\n\n        (a)    the  aggregate  value  of the  amount  each  Participant would be\n               eligible  to  receive  under  subsection (2), below;\n\n        (b)    the  present  value  of  accumulated  Plan  benefits  based  on\n               the  assumptions  the  Company's  independent  actuary deems\n               reasonable for this purpose,  as of a Valuation  Date, as defined\n               in subsection (6), below,  coinciding with or next preceding the\n               date of Change of Control,  to the extent  such  amounts  are not\n               already in the Trust.  The  aggregate  value of the amount of the\n               lump sum to be  contributed  to the Trust pursuant to this\n               Section XI shall be determined by the  Company's  independent\n               actuaries.   Thereafter,   the  Company's  independent  actuaries\n               shall annually  determine as of a Valuation Date for each\n               Participant not receiving a lump sum payment pursuant to\n               subsection (2), below, the greater of:\n\n               (i)    the amount  such  Participant  would have  received  under\n                      subsection (2) had such  Participant not made the election\n                      under subsection (3), below, if applicable; and\n\n               (ii)   the  present  value  of  accumulated   benefits  based  on\n                      assumptions the actuary deems reasonable for this purpose.\n                      To the  extent  that the value of the  assets  held in the\n                      Trust  relating  to this  Special  Plan does not equal the\n                      amount described in the preceding sentence, at the time of\n                      the   valuation,   the  Company  shall  make  a  lump  sum\n                      contribution to the Trust equal to the difference; or\n\n        (c)    the  amount   determined  under  Section  1(h)  of  the  Benefits\n               Assurance  Trust  attributable  to  liabilities  relating to this\n               Plan.\n\n        2. In the event a Change of Control  has  occurred,  the  trustee of the\nBenefits Assurance Trust shall, within 45 days of such Change of Control, pay to\neach Participant not making an election under subsection (3), a lump sum payment\nequal  to the  actuarial  present  value  of the  aggregate  special  retirement\nallowance each  Participant (or any beneficiary of a Participant) has accrued as\nof the Valuation Date  preceding the date of such Change of Control  pursuant to\nthe terms of Section V of this Special Plan. If a Participant's  benefit has not\ncommenced as of such date, such lump sum shall be determined assuming that:\n\n        (a)    The Participant's  benefit would commence at the earliest date he\n               would qualify for early or normal retirement under the Plan, were\n               his  employment  with the  Company to  continue,  but in no event\n               earlier  than the  later of age 55 or the date of such  Change on\n               Control.\n\n        (b)    The Participant would qualify for an early (or normal) retirement\n               benefit as of the date determined in (a).\n\n        (c)    If married,  the Participant  would receive his benefit under the\n               50%  Joint  and  Survivor  form of  payment  with the  spouse  as\n               beneficiary;  if not married, the benefit would be payable in the\n               form of a single life annuity.\n\n        The  actuarial  present value shall be determined on the basis of the UP\n1984  Mortality  Table,  set back one year,  and a  discount  rate  equal to the\ninterest rate promulgated by the Pension Benefit Guaranty Corporation for use in\ndetermining  the  sufficiency of single  employer  defined benefit pension plans\nterminating on the date of such Change in Control.\n\n        3. Each  Participant  may elect in a time and manner  determined  by the\nCompensation  Committee,  but in no event later than  December 31, 1996,  or the\noccurrence  of a Change of Control,  if earlier,  to have  amounts and  benefits\ndetermined  and payable  under the terms of this  Special Plan as if a Change of\nControl had not occurred.  New  Participants in the Plan may elect in a time and\nmanner determined by the Compensation  Committee,  but in no event later than 90\ndays after becoming a Participant,  to have amounts and benefits  determined and\npayable  under the terms of this  Special Plan as if a Change of Control had not\noccurred.  A  Participant  who has  made an  election,  as set  forth in the two\npreceding  sentences,  may,  at any  time and from  time to  time,  change  that\nelection;  provided,  however, a change of election that is made within one year\nof a Change of Control shall be invalid.\n\n        4. Notwithstanding  anything in this Special Plan to the contrary,  each\nParticipant  who has made an election under  subsection  (3),  above,  may elect\nwithin 90 days following a Change of Control, in a time and manner determined by\nthe Compensation  Committee,  to receive a lump sum payment calculated under the\nprovisions of subsection  (2),  above,  determined as of the Valuation Date next\npreceding such payment,  except that such amount shall be reduced by 5% and such\nreduction  shall be  irrevocably  forfeited  to the Company by the  Participant.\nFurthermore,  as a result of such election,  the Participant  shall no longer be\neligible to  participate or otherwise  benefit under the Special Plan.  Payments\nunder this subsection (4) shall be made not later than 7 days following  receipt\nby the Company of the Participant's  election. The Compensation Committee shall,\nno later than 7 days  after a Change of  Control  has  occurred,  cause  written\nnotification to be given to each Participant  eligible to make an election under\nthis  subsection  (4), that a Change of Control has occurred and informing  such\nParticipant of the availability of the election.\n\n        5.     As used in this Plan the term 'Change of Control' shall mean:\n\n               (a)    Stock  Acquisition.  The  acquisition, by any  individual,\n                      ------------------\n                      entity or group  [within the meaning of Section  13(d)(3)\n                      or  14(d)(2)  of the  Securities  Exchange  Act of 1934,\n                      as amended (the 'Exchange  Act')] (a 'Person') of\n                      beneficial  ownership  (within the meaning   of Rule 13d-3\n                      promulgated  under the Exchange Act) of 20% or more of\n                      either (i) the then  outstanding  shares of common  stock\n                      of the  Company  (the  'Outstanding  Company  Common\n                      Stock'),  or (ii) the combined voting power of the then\n                      outstanding  voting securities of    the Company  entitled\n                      to vote  generally in the election of directors  (the\n                      'Outstanding Company Voting  Securities');  provided,\n                                                                  --------\n                      however,  that for purposes of this  subsection\n                      -------\n                      (a),  the  following  acquisitions  shall not  constitute\n                      a Change of  Control:  (i) any acquisition  directly from\n                      the Company;  (ii) any  acquisition by the Company;  (iii)\n                      any  acquisition by any employee  benefit plan (or related\n                      trust)  sponsored or maintained by  the Company or any\n                      corporation  controlled by the Company;  or (iv) any\n                      acquisition  by  any  corporation  pursuant to a\n                      transaction  which  complies  with clauses (i), (ii) and\n                      (iii) of subsection (c) of this Section XI(5); or\n\n               (b)    Board  Composition.  Individuals  who,  as of the date\n                      ------------------\n                      hereof,  constitute  the Board of     Directors  (the\n                      'Incumbent  Board')  cease  for any  reason  to constitute\n                      at  least a  majority of the Board of Directors; provided,\n                      however,  that any individual  becoming a director\n                      subsequent to the date hereof whose  election or\n                      nomination for election by the  Company's  shareholders,\n                      was approved by a vote of at least a majority of the\n                      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\n                      such individual  whose  initial  assumption  of office\n                      occurs as a result of an  actual  or  threatened election\n                      contest  with  respect to the  election or removal of\n                      directors or other actual or  threatened  solicitation  of\n                      proxies or  consents  by or on behalf of a Person  other\n                      than the Board of Directors; or\n\n               (c)    Business Combination.  Approval by the shareholders of the\n                      Company of a reorganization, merger, consolidation or sale\n                      or other  disposition of all or  substantially  all of the\n                      assets of the Company or its principal  subsidiary that is\n                      not subject,  as a matter of law or contract,  to approval\n                      by the  Interstate  Commerce  Commission  or any successor\n                      agency or regulatory  body having  jurisdiction  over such\n                      transactions (the 'Agency') (a 'Business Combination'), in\n                      each case, unless, following such Business Combination:\n\n                      (i)    all or  substantially  all of the individuals and\n                             entities who were the beneficial  owners,\n                             respectively,  of the  Outstanding  Company Common\n                             Stock and  Outstanding  Company  Voting  Securities\n                             immediately  prior  to  such  Business  Combination\n                             beneficially  own,  directly or indirectly,  more\n                             than 50% of,  respectively,  the  then  outstanding\n                             shares of common  stock and the  combined  voting\n                             power of the    then outstanding  voting securities\n                             entitled to vote generally in the election of\n                             directors,  as the case may be, of the  corporation\n                             resulting  from such Business Combination\n                             (including,  without  limitation,  a corporation\n                             which as a result of   such  transaction  owns  the\n                             Company  or  its  principal  subsidiary  or  all or\n                             substantially  all of  the  assets  of the  Company\n                             or its  principal  subsidiary either directly or\n                             through one or more  subsidiaries)  in\n                             substantially  the same   proportions as their\n                             ownership,  immediately  prior to such Business\n                             Combination  of  the  Outstanding   Company  Common\n                             Stock  and   Outstanding   Company  Voting\n                             Securities, as the case may be;\n\n                      (ii)   no Person (excluding any corporation  resulting\n                             from such Business  Combination or     any employee\n                             benefit plan (or related  trust) of the Company or\n                             such  corporation   resulting  from  such  Business\n                             Combination)   beneficially  owns,  directly  or\n                             indirectly,  20% or more of,  respectively,  the\n                             then 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                      (iii)  at least a majority  of the members of the board of\n                             directors resulting from such Business  Combination\n                             were members of the Incumbent  Board at the time of\n                             the execution of the initial  agreement,  or of the\n                             action of the  Board of  Directors,  providing  for\n                             such Business Combination; or\n\n               (d)    Regulated   Business   Combination.    Approval   by   the\n                      shareholders of the Company of a Business Combination that\n                      is subject, as a matter of law or contract, to approval by\n                      the Agency (a  'Regulated  Business  Combination')  unless\n                      such Business  Combination complies with clauses (i), (ii)\n                      and (iii) of subsection (c) of this Section XI(5); or\n\n               (e)    Liquidation or  Dissolution.  Approval by the shareholders\n                      ---------------------------\n                      of the Company of a complete liquidation or dissolution of\n                      the Company or its principal subsidiary.\n\n        6. For purposes of this Section XI, the term 'Valuation  Date' means the\nlast day of each  calendar  year and such other dates as the Plan  Administrator\ndeems  necessary or appropriate to value the  Participant's  benefits under this\nSpecial  Plan,  except that  following a Change of Control,  the Benefits  Trust\nCommittee shall have final approval of any date selected other than the last day\nof each calendar year.\n\nSection XII - CONSTRUCTION\n\n        The special Plan and the rights and obligations of the parties hereunder\nshall be construed in accordance with the laws of the Commonwealth of Virginia.\n\n\n\n\n\n\n\n\n\n02\/17\/2000\n\n                                   APPENDIX I\n\n               PARTICIPANT'S GRANTED ADDITIONAL CREDITABLE SERVICE\n                           PURSUANT TO SECTION V(4)(b)\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":[9539,9550],"class_list":["post-40570","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__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40570","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=40570"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40570"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40570"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40570"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}