{"id":40688,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-retirement-benefit-plan-csx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-retirement-benefit-plan-csx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-retirement-benefit-plan-csx-corp.html","title":{"rendered":"Supplemental Retirement Benefit Plan &#8211; CSX Corp."},"content":{"rendered":"<pre>                      Supplemental Retirement Benefit Plan\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\n\n\n\nSection I - INTRODUCTION\n\n        1. The purpose of this plan, hereinafter called the 'Supplemental Plan',\nis to provide benefit  payments to individuals who are participants (or members,\nas the case may be) in  funded,  tax-qualified  defined  benefit  pension  plans\nmaintained by CSX  Corporation  (the  'Company')  and certain of its  affiliated\ncorporations  (whose  participation in the Supplemental  Plan is approved by the\nCompensation  Committee of the Board of Directors of the Company  ('Compensation\nCommittee')) and which adopts this  Supplemental  Plan by action of its board of\ndirectors and whose  benefits  would  otherwise be reduced by Section 415 of the\nInternal  Revenue  Code  ('Code') of 1986,  as amended  ('Code')  which  imposes\nlimitations   on  benefits   which  may  be  accrued  under  such  plans  ('Code\nLimitations').  Notwithstanding the preceding, following a Change of Control, an\naffiliated   corporation  may  not  become  a  participating  employer  in  this\nSupplemental Plan without the approval of the Benefits Trust Committee.\n\n        2.  This  Supplemental  Plan  preserves  and  continues  in  effect  all\nprovisions  for  accruals  based upon  limitations  of benefits  imposed by Code\nLimitations,  heretofore  credited to  Participants  under Section V,  paragraph\n(subsection) 5, of the Special Retirement Plan of CSX Corporation and Affiliated\nCorporations  ('Special  Plan'),  the  Supplemental  Benefits  Plan of  Sea-Land\nCorporation  and  Participating  Companies,  and the American  Commercial  Lines\nBenefit Restoration Plan ('Predecessor Plans').\n\nSection II - DEFINITIONS\n\n        1. Supplemental Benefit means the benefit described in Section IV of\nthis Supplemental Plan.\n\n        2. The Supplemental  Plan shall,  where  appropriate,  refer to and have\nmeanings  consistent  with all of the relevant terms of the CSX Pension Plan and\nany other regularly  maintained  funded,  tax-qualified  defined benefit pension\nplan of any other corporation affiliated with the Company whose participation in\nthe  Supplemental  Plan as a participating  employer is approved by the board of\ndirectors of any such affiliated corporation and by the Compensation  Committee.\nSuch existing regularly  maintained defined benefit pension plans which provided\nbenefits for employees of the Company or its  affiliates  prior to the Effective\nDate of this  Supplemental  Plan  document,  or those  which may be  established\nhereafter,  as amended  from time to time,  shall be  referred  to herein as the\n'Pension Plan.'\n\n        3.  Regardless  of  formal  differences  which  may  exist  between  the\nSupplemental  Plan and the Pension Plan or the  Predecessor  Plans in the use of\nterminology,  the definitions and principles  which are set forth in the Pension\nPlan  or  the   Predecessor   Plans  with  respect  to   compensation,   average\ncompensation,  credited service and similar terms shall be construed and applied\nhereunder in a manner consistent with the purposes of this Supplemental Plan and\nthe Pension  Plan or the  Predecessor  Plans.  In any instance in which the male\ngender is used  herein,  it shall also include  persons of the female  gender in\nappropriate circumstances.\n\n        4. '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        5. Any reference to the 'Company's  independent  actuary',  'independent\nactuaries',  'actuary' or 'Actuary' means the independent actuary engaged by CSX\nCorporation and, if selected or changed following a Change of Control,  approved\nby the Benefits Trust Committee.\n\n\nSection III - MEMBERSHIP\n\n        1. Every  person  who  previously  participated  in a  Predecessor  Plan\nshall  automatically  be a Participant in this Supplemental Plan on and after\nthe Effective Date.\n\n        2. Each employee who is a Participant  in a Pension Plan on or after the\nEffective Date shall  participate in this Supplemental Plan to the extent of the\nbenefits provided herein.\n\n        3.  A  Participant's  participation  in  this  Supplemental  Plan  shall\nterminate coincident with the termination of such individual's  participation in\nthe Pension Plans; provided, however, in the event that the Participant shall be\nreassigned  or  transferred  into  the  employ  of  the  Company  or  any of its\naffiliates which also is a participating employer in this Supplemental Plan, the\nParticipant's participation shall be continued.\n\nSection IV - SUPPLEMENTAL BENEFITS\n\n        1. All of the provisions,  conditions and  requirements set forth in the\napplicable  Pension Plan with respect to the granting and payment of  retirement\nbenefits  thereunder shall be equally  applicable to the payment of supplemental\nbenefits hereunder to affected  Participants in the Supplemental Plan and to the\npayment  thereof from the  employer's  general  assets.  Whenever an  individual\nParticipant's   rights  under  the  Supplemental  Plan  are  to  be  determined,\nappropriate reference shall be made to the particular Pension Plan in which such\nperson is also a  participant.  Notwithstanding  the  preceding  sentence,  if a\nsupplemental  benefit under this  Supplemental Plan shall be paid to a surviving\nspouse  or  other  surviving  designated  beneficiary  in  conformance  with the\nprovisions of the Pension Plans, the final  installment  payment hereunder shall\nbe made to the  estate of the  surviving  spouse or other  surviving  designated\nbeneficiary.\n\n        2. Each  Participant  shall  receive a  Supplemental  Benefit under this\nSupplemental Plan in an amount equal to the difference,  if any, between (i) the\nParticipant's  monthly  retirement  income  benefit under the  provisions of the\nparticular  Pension Plan in which such person is also a  participant  calculated\nbefore  the  application  of any Code  Limitations  and  (ii) the  Participant's\nmonthly  retirement  income  benefit  determined  after  application of the Code\nLimitations.\n\n        3.  Notwithstanding any other provision of this Supplemental Plan to the\ncontrary,  a  Supplemental  Benefit  shall not be determined or paid which would\nduplicate a payment of benefit provided to a Participant under the Pension Plan,\nthe  Predecessor  Plans or any other unfunded or funded  retirement  plan of the\nCompany or any of its affiliated  corporations.  Further, the obligations of the\nCompany  or any of its  affiliated  companies  and  the  benefit  plan  due  any\nParticipant,  surviving spouse or beneficiary  hereunder shall be reduced by any\namount  received in regard  thereto  from the  Benefits  Assurance  Trust or any\nsimilar trust or other vehicle.\n\n        4.  A  Supplemental   Benefit  payable  under  the  provisions  of  this\nSupplemental  Plan  shall be paid in such  forms  and at such  times as shall be\nconsistent with the payment of the Participant's retirement income benefit under\nthe  particular  Pension  Plan in  which  such  person  is  also a  participant.\nNotwithstanding  the  foregoing,  prior to a Change of Control,  the Company may\ndelay  payment of a  Supplemental  Benefit  under the  Supplemental  Plan to any\nParticipant  who is  determined  to be  among  the top  five  most  highly  paid\nexecutives for the year that the Supplemental Benefit payment would otherwise be\npaid; provided,  however, if a Participant's  payment is delayed,  that will not\ndecrease the total Supplemental Benefit to which he is entitled. Notwithstanding\nthe preceding,  following a Change of Control, the authority to delay payment of\na Supplemental Benefit rests solely with the Benefits Trust Committee.\n\n        5.  Notwithstanding any other provision of this Supplemental Plan to the\ncontrary,  certain  senior  executives  of the  Company  or its  affiliates  (as\nidentified  by the Chief  Executive  Officer of the Company  from time to time),\nwill,  prior to their  commencement  of retirement  benefits under the Company's\nqualified  pension  plan,  be  permitted  to elect to  receive  (or  elect for a\nbeneficiary  to receive  in the event of the  executive's  death) the  actuarial\npresent value of their benefits under this Supplemental Plan in a lump sum. Such\nelection  shall be in  accordance  with rules  established  by the  Supplemental\nPlan's Administrator.  For purposes of this subsection 5, 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\nSection V - FUNDING METHOD\n\n        1. The  Supplemental  Benefit shall be paid exclusively from the general\nassets of the applicable  employers  participating in the  Supplemental  Plan or\nfrom the  Benefits  Assurance  Trust  which has been  established  to secure the\npayment of the obligations  created herein. No Participant or other person shall\nhave any rights or claims  against  the assets of the  employers  or against the\nBenefits  Assurance  Trust which are superior to or different  from the right or\nclaim of a general, unsecured creditor of any participating employer.\n\n        2. The Supplemental Plan is intended to be unfunded for tax purposes and\nfor  purposes  of  Title I of  ERISA,  and  constitutes  a mere  promise  by the\nparticipating employer to make benefit payments in the future.\n\n        3. The employers  participating  in the  Supplemental Plan shall provide\nall funds required to pay benefits accrued and to administer this Supplemental\nPlan.\n\n        4. To the extent  reflected by resolutions  of the applicable  boards of\ndirectors,  obligations for benefits under this Supplemental Plan shall be joint\nand several.\n\nSection VI - ADMINISTRATION OF PLAN\n\n        1.  Prior to a Change  of  Control,  the Plan  Administrator  of the CSX\nPension Plan shall be the 'Plan  Administrator'  of this  Supplemental  Plan and\nshall be responsible for the general  administration  of the Supplemental  Plan,\nclaims  review  and for  carrying  out its  provisions.  Administration  of this\nSupplemental  Plan shall be carried out consistent with the terms and conditions\nof the Pension Plan and the Supplemental Plan.\n\n        2. Following a Change of Control, the Benefits  Trust Company may remove\nand\/or  replace the Plan Administrator.\n\n        3. The Plan  Administrator  shall have sole and absolute  discretion  to\ninterpret  the Plan,  determine  eligibility  for and  benefits  due  hereunder.\nDecisions  of  the  Plan  Administrator   regarding  participation  in  and  the\ncalculation  of benefits  under this  Supplemental  Plan,  shall at all times be\nbinding and conclusive on Participants, their beneficiaries, heirs and assigns.\n\n        4.  Notwithstanding  Subsection 3 above,  following a Change of Control,\nfinal benefit  determinations for Participants,  their beneficiaries,  heirs and\nassigns and decisions  regarding  benefit  claims under this  Supplemental  Plan\nshall rest with the  Benefits  Trust  Committee  or its delegate in its sole and\nabsolute discretion.\n\nSection VII - CERTAIN RIGHTS AND OBLIGATIONS\n\n        1. (a) Prior to a Change  of  Control  the  Compensation  Committee  may\nterminate  the  Supplemental  Plan  upon the  termination  of one or more of the\nPension  Plans.  Prior to a Change  of  Control  the Board of  Directors  of CSX\nCorporation  may terminate the Plan at any time for any reason in any manner not\nprohibited by law. Following a Change of Control, this Supplemental Plan may not\nbe terminated without the approval of the Benefits Trust Committee.\n\n               (b) Prior to a Change of Control,  the Board of  Directors of the\nCompany  may  terminate  an   affiliated   corporation's   participation   as  a\nparticipating  employer  in this  Supplemental  Plan for any reason at any time.\nFollowing a Change of Control,  an affiliated  corporation may not be terminated\nfrom  participation  as a  participating  employer  without  the  consent of the\nBenefits Trust Company.\n\n               (c) Prior to a Change of  Control,  an  affiliated  corporation's\nboard of directors may terminate that affiliated corporation's  participation as\na  participating  employer  for any  reason at any time.  Following  a Change of\nControl, an affiliated  corporation's  participation as a participating employer\nmay not be terminated without the consent of the Benefits Trust Committee.\n\n        2.     The participating employers agree in the event that the\nSupplemental Plan is terminated:\n\n        (a)    Each  retired   Participant,   surviving   spouse  of  a  retired\n               Participant  or  surviving  designated  beneficiary  of a retired\n               Participant shall be entitled to receive the Supplemental Benefit\n               they  would  have  received  had the  Supplemental  Plan not been\n               terminated,  and each  surviving  spouse or surviving  designated\n               beneficiary of a deceased  Participant  shall become  entitled to\n               receive for life the  Supplemental  Benefit  that such  surviving\n               spouse or surviving  designated  beneficiary  would have received\n               had the Supplemental Plan not been terminated; and\n\n        (b)    Each active Participant shall be entitled to receive for life the\n               Supplemental  Benefit  he or she  would  have  received  had  the\n               Supplemental Plan not been terminated, calculated on the basis of\n               the  Supplemental  Benefit  which  had  accrued  at the  time  of\n               termination; provided, however, that the Participant shall become\n               entitled  to such  Supplemental  Benefit  only at the time and in\n               accordance  with the provisions of the  Supplemental  Plan had it\n               continued in effect.\n\n        (c)    In lieu of paying a Supplemental Benefit in accordance with the\n               foregoing  provisions, the Plan  Administrator, at its  election,\n               may  direct  the  discharge  of all  obligations  to  retired\n               Participants,  surviving spouses or surviving designated\n               beneficiaries of deceased Participants, and active  Participants\n               by cash payment of equivalent  actuarial value or through the\n               provision   of  immediate or deferred  annuities or such other\n               periodic  payments of  equivalent  actuarial   value, as it shall\n               in its sole discretion  determine.  Notwithstanding  the\n               preceding,  any such  action  taken by the Plan  Administrator\n               following  a  Change  of  Control  is  subject  to the   approval\n               of the Benefits Trust Committee.\n\n        3. Anything in the Supplemental Plan to the contrary notwithstanding, if\nthe Plan Administrator finds that any Participant, retired Participant or spouse\nis  engaged  in  acts  detrimental  to the  Company  or  any  of its  affiliated\ncorporations,  and if after due notice such Participant, the retired Participant\nor spouse continues to be so engaged or employed,  the Plan Administrator  shall\nsuspend the Supplemental Benefit of such person, which suspension shall continue\nuntil removed by notice from the Plan Administrator;  provided, however, that if\nsuch  suspension  has  continued  for one  year,  the Plan  Administrator  shall\nforthwith   cancel  such   Participant's  or  spouse's   Supplemental   Benefit.\nFurthermore,  if the Plan  Administrator  finds  that any  Participant  had been\ndischarged for having  performed  acts  detrimental to the Company or any of its\naffiliated  corporations,  then regardless of any other provision in the Pension\nPlan or the  Supplemental  Plan, no benefit shall be payable to or on account of\nany such Participant's  coverage under this Supplemental  Plan.  Notwithstanding\nthe preceding,  following a Change of Control,  the Plan Administrator shall not\nimplement such action without the consent of the Benefits Trust Committee.\n\n        4. The  establishment of the Supplemental 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 an employing  corporation to discharge\nany employee and to treat him without  regard to the effect which such treatment\nmight have upon him as a Participant in the Supplemental Plan.\n\nSection VIII - NON-ALIENATION OF BENEFITS\n\n        To the  extent  permitted  by  applicable  law,  no  benefit  under  the\nSupplemental  Plan shall be subject in any manner to  anticipation,  alienation,\nsale, transfer,  assignment,  pledge, encumbrance, or charge, and any attempt so\nto do shall be void, except as specifically  provided in the Supplemental  Plan,\nnor shall any  benefit  be in any  manner  liable  for or  subject to the debts,\ncontracts,  liabilities,  engagements,  or torts of the person  entitled to such\nbenefits;  and in the  event  that the Plan  Administrator  shall  find that any\nactive  or  retired  Participant,   surviving  spouse  or  surviving  designated\nbeneficiary  under the Supplemental Plan has become bankrupt or that any attempt\nhas been made to anticipate, alienate, sell, transfer, assign, pledge, encumber,\nor  charge  any  of  his  benefits  under  the  Supplemental   Plan,  expect  as\nspecifically  provided in the Supplemental Plan, then such benefits shall cease,\nand in that event, the Plan Administrator shall hold or apply the same to or for\nthe benefit of such active or retired Participant, surviving spouse or surviving\ndesignated  beneficiary,  in such  manner  as the  Plan  Administrator  may deem\nproper.  Notwithstanding the preceding,  following a Change of Control, the Plan\nAdministrator  shall not  implement  such  action  without  the  consent  of the\nBenefits Trust Committee.\n\nSection IX - AMENDMENTS\n\n        The Supplemental Plan represents a contractual  obligation  entered into\nby a  participating  employer in  consideration  of services  rendered and to be\nrendered by Participants covered under the Supplemental Plan, and\n\n        1. Any Participant in this  Supplemental  Plan who remains in the active\nservice  of a  participating  employer  shall  not  be  deprived  of  his or her\nparticipation or benefit which shall accrue under the  Supplemental  Plan except\nas provided hereunder.\n\n        2. No  modification  or  amendment  may be made which shall  deprive any\nParticipant,  the surviving spouse of a Participant or the surviving  designated\nbeneficiary of a Participant, without the consent of such Participant, surviving\nspouse  of  a  Participant  or  the  surviving   designated   beneficiary  of  a\nParticipant, of any Supplemental Benefit under the Supplemental Plan to which he\nor she  would  otherwise  be  entitled  by reason  of the  Supplemental  Benefit\nstanding to his or her credit to the date of such modification or amendment, and\nin the event of any  modification  or  amendment  which  adversely  affects such\nSupplemental  Benefit,  the amount of all reserves required to be accrued on the\nbooks of a participating  employer shall thereupon be determined and accrued, if\nthe same has not already been done, and such  Supplemental  Benefit shall become\nand remain a fixed liability of the  participating  employers for the payment of\nsuch benefits accrued to the date of such modification or amendments.\n\n        3. Subject to the foregoing,  prior to a Change of Control, the Board of\nDirectors of the Company on the  recommendation  of the Compensation  Committee,\nreserves the right at any time and from time to time to modify or amend in whole\nor in part any or all of the Supplemental  Plan.  Following a Change of Control,\nall  amendments  to this  Supplemental  Plan are subject to the  approval of the\nBenefits Trust Committee.\n\nSection X - CHANGE OF CONTROL\n\n        1.  If  a  Change  of  Control  has   occurred,   the  Company  and  its\nparticipating affiliates shall contribute to the Benefits Assurance Trust within\n7 days of such Change of Control,  a lump sum contribution equal to the greatest\nof:\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 the Valuation Date, as\n               defined in  subsection (6), below,  coinciding with or next\n               preceding the date of Change of Control,  to the  extent such\n               amounts are not already in the Benefits  Assurance  Trust.  The\n               aggregate value of  the amount of the lump sum to be  contributed\n               to the Benefits  Assurance  Trust pursuant to this    Section  X\n               shall  be  determined  by  the  Company's independent  actuaries.\n               Thereafter, the Company's independent  actuaries  shall  annually\n               determine  as of a  Valuation  Date for each   Participant not\n               receiving a lump sum payment pursuant to subsection (2), below,\n               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                      Benefits  Assurance  Trust  relating to this  Supplemental\n                      Plan does not equal the amount  described in the preceding\n                      sentence,  (and the value of other liabilities held in the\n                      applicable  segregated  account of the Benefits  Assurance\n                      Trust),  at the time of the  valuation,  the Company shall\n                      make a lump sum  contribution  to the  Benefits  Assurance\n                      Trust equal to the difference.\n\n        (c)    the  amount   determined  under  Section  1(h)  of  the  Benefits\n               Assurance  Trust  attributable  to  liabilities  relating to this\n               Supplemental 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  supplemental benefit each\nParticipant  (or  any  beneficiary  of a  Participant)  has  accrued  as of  the\nValuation Date preceding the date of such Change of Control.  If a Participant's\nbenefit has not  commenced  as of such date,  such lump sum shall be  determined\nassuming 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 of\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  Supplemental Plan as if a Change\nof Control had not occurred.  New  Participants  in the Plan may elect in a time\nand manner  determined by the  Compensation  Committee,  (or,  after a Change of\nControl,  the Benefits Trust Committee) but in no event later than 90 days after\nbecoming a  Participant,  to have  amounts and benefits  determined  and payable\nunder the terms of this  Supplemental  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 Supplemental Plan to the contrary,\neach Participant 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 Benefits Trust 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  or the  applicable\nparticipating  employer  by the  Participant.  Furthermore,  as a result of such\nelection,  the  Participant  shall no  longer  be  eligible  to  participate  or\notherwise  benefit under the Supplemental  Plan.  Payments under this subsection\n(4) shall be made not later than 7 days following  receipt by the Benefits Trust\nCommittee of the Participant's  election. The Benefits Trust Committee shall, no\nlater  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 Section X, a 'Change of Control' shall mean:\n\n        (a)    Stock  Acquisition.  The acquisition by any  individual,  entity\n               ------------------\n               or group [within the meaning of Section  13(d)(3) or 14(d)(2) of\n               the Securities  Exchange Act of 1934, as amended (the 'Exchange\n               Act')] (a 'Person') of beneficial  ownership (within the meaning\n               of Rule 13d-3 promulgated under  the Exchange Act) of 20% or more\n               of either (i) the then  outstanding  shares of common stock of\n               the Company (the 'Outstanding  Company Common Stock'),  or (ii)\n               the combined voting power of the  then outstanding  voting\n               securities of the Company entitled to vote generally in the\n               election of directors (the 'Outstanding Company Voting\n               Securities');provided,  however,  that for purposes of this\n                            --------   -------\n               subsection  (a), the following  acquisitions  shall not\n               constitute a Change of Control:(i) any acquisition  directly from\n               the Company;  (ii) any acquisition by the Company;  (iii) any\n               acquisition  by any employee  benefit plan (or related  trust)\n               sponsored or  maintained  by the   Company  or  any  corporation\n               controlled  by  the  Company;  or  (iv)  any  acquisition  by any\n               corporation  pursuant to a  transaction  which  complies  with\n               clauses  (i),  (ii) and (iii) of   subsection (c) of this Section\n               X(5); or\n\n        (b)    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                           --------   -------\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\n               such individual were a member of the Incumbent  Board,  but\n               excluding, for  this purpose,  any such individuals whose initial\n               assumption of office occurs as a result of an  actual or\n               threatened  election  contest with respect to the election or\n               removal of directors or other  actual or threatened  solicitation\n               of proxies or  consents  by or on behalf of a Person  other than\n               the Board of Directors; or\n\n        (c)    Business Combination. Approval by the shareholders of the Company\n               of a reorganization,  merger or  consolidation,  or sale or other\n               disposition  of all or  substantially  all of the  assets  of the\n               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               (i)    all or  substantially  all of the  individuals  and\n                      entities  who  were  the beneficial owners,  respectively,\n                      of the Outstanding  Company Common Stock and Outstanding\n                      Company     Voting  Securities  immediately  prior to such\n                      Business  Combination  beneficially  own,  directly or\n                      indirectly,  more than 50% of,  respectively,  the then\n                      outstanding shares of   common stock and the  combined\n                      voting power of the then  outstanding  voting  securities\n                      entitled to vote generally in the  election of  directors,\n                      as the case may be, of the corporation resulting from such\n                      Business Combination  (including,  without limitation,  a\n                      corporation  which as a result of such  transaction  owns\n                      the  Company  or its  principal   subsidiary  or all or\n                      substantially  all of the assets of the  Company or its\n                      principal    subsidiary  either directly or through one or\n                      more  subsidiaries)  in  substantially  the   same\n                      proportions as their ownership, immediately  prior to such\n                      Business  Combination of   the Outstanding  Company Common\n                      Stock and Outstanding  Company Voting Securities,  as the\n                      case may be;\n\n               (ii)   no Person  (excluding any corporation  resulting from such\n                      Business  Combination  or any  employee  benefit  plan (or\n                      related   trust)  of  the  Company  or  such   corporation\n                      resulting  from such  Business  Combination)  beneficially\n                      owns, directly or indirectly 20% or more of, respectively,\n                      the  then  outstanding  shares  of  common  stock  of  the\n                      corporation  resulting  from such Business  Combination or\n                      the combined voting power of the then  outstanding  voting\n                      securities of such  corporation  except to the extent that\n                      such ownership existed prior to the Business  Combination;\n                      and\n\n               (iii)  at  least  a  majority  of the  members  of the  board  of\n                      directors  resulting from such Business  Combination  were\n                      members  of  the  Incumbent  Board  at  the  time  of  the\n                      execution  of the initial  agreement,  or of the action of\n                      the  Board  of  Directors   providing  for  such  Business\n                      Combination; or\n\n        (d)    Regulated Business  Combination.  Approval by the shareholders of\n               the  Company  of a Business  Combination  that is  subject,  as a\n               matter  of  law  or  contract,  to  approval  by  the  Agency  (a\n               'Regulated   Business    Combination')   unless   such   Business\n               Combination   complies  with  clauses  (i),  (ii)  and  (iii)  of\n               subsection (c) of this Section X(5); or\n\n        (e)    Liquidation  or  Dissolution.  Approval  by  the  shareholders of\n               ----------------------------\n               the  Company  of a  complete liquidation or dissolution of the\n               Company or its principal subsidiary.\n\n        6. For purposes of this Section X, 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  Participants'  benefits under this\nSupplemental Plan.  Following a Change of Control, the selection of a date other\nthan  the  last day of the  calendar  year is  subject  to the  approval  of the\nBenefits Trust Committee.\n\n\nSection XI - CONSTRUCTION\n\n        The  Supplemental  Plan and the rights and  obligations  of the  parties\nhereunder shall be construed in accordance with the laws of the  Commonwealth of\nVirginia.\n\nSection XII - EFFECTIVE DATE\n\n        The Effective Date of this Supplemental Benefit Plan shall be January 1,\n1989.\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-40688","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\/40688","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=40688"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40688"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40688"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40688"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}