{"id":40689,"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-corp3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-retirement-benefit-plan-csx-corp3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-retirement-benefit-plan-csx-corp3.html","title":{"rendered":"Supplemental Retirement Benefit Plan &#8211; CSX Corp."},"content":{"rendered":"<pre>\n                      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 31, 1997)\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 to\nthe CSX Corporation and Affiliated Companies Benefits Assurance Trust  Agreement\n(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\nSection III - MEMBERSHIP\n\n        1. Every person who previously  participated in a Predecessor Plan shall\nautomatically  be a  Participant  in this  Supplemental  Plan on and  after  the\nEffective 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, it shall 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\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 employers 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  Committee  may\nremove and\/or replace the Plan Administrator.\n\n        3. The Plan  Administrator  shall have sole and absolute  discretion  to\ninterpret  the  Plan,  determine  eligibility  for an  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\n1. (a) Prior to a Change of Control the Compensation Committee may terminate the\nSupplemental  Plan upon the  termination  of one or more of the  Pension  Plans.\nPrior to a Change of  Control  the Board of  Directors  of CSX  Corporation  may\nterminate  the Plan at any time for any reason in any manner not  prohibited  by\nlaw. Following a Change of Control, this Supplemental Plan may not be terminated\nwithout the approval of the Benefits Trust Committee.\n\n        (b) Prior to a Change of Control,  the Board of Directors of the Company\nmay  terminate an  affiliated  corporation's  participation  as a  participating\nemployer  in this  Supplemental  Plan for any  reason at any time.  Following  a\nChange  of  Control,  an  affiliated  corporation  may  not be  terminated  from\nparticipation  as a participating  employer  without the consent of the Benefits\nTrust Committee.\n\n        (c) Prior to a Change of Control,  an affiliated  corporation's board of\ndirectors  may  terminate  that  affiliated  corporation's  participation  as  a\nparticipating  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 Supplemental\nPlan 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 in\n               its sole discretion determine. Notwithstanding the preceding, any\n               such action taken by the Plan Administrator following a Change of\n               Control  is  subject  to  the  approval  of  the  Benefits  Trust\n               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\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 the\n               assumptions the Company's  independent  actuary deems  reasonable\n               for  this  purpose,  as of the  Valuation  Date,  as  defined  in\n               subsection (6), below, coinciding with or next preceding the date\n               of Change of Control,  to the extent such amounts are not already\n               in the  Benefits  Assurance  Trust.  The  aggregate  value of the\n               amount  of  the  lump  sum  to be  contributed  to  the  Benefits\n               Assurance Trust pursuant to this Section X shall be determined by\n               the Company's independent  actuaries.  Thereafter,  the Company's\n               independent  actuaries shall annually determine as of a Valuation\n               Date for  each  Participant  not  receiving  a lump  sum  payment\n               pursuant to 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                    Benefits  Assurance Trust relating to this Supplemental Plan\n                    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 make\n                    a lump sum  contribution  to the  Benefits  Assurance  Trust\n                    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,  page\nto each  Participant  not making an election  under  subsection  (3), a lump sum\npayment  equal to the  actuarial  present  value of the  aggregate  supplemental\nbenefit each Participant (or any beneficiary of a Participant) has accrued as of\nthe  Valuation  Date  preceding  the  date  of  such  Change  of  Control.  If a\nParticipant's  benefit has not commenced as of such date, such lump sum shall be\ndetermined 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 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 or\n               -----------------\n               group [within the meaning of Section  13(d)(3) or 14(d)(2) of the\n               Securities Exchange Act of 1934, as amended (the 'Exchange Act')]\n               (a 'Person') of beneficial  ownership (within the meaning of Rule\n               13d-3  promulgated  under  the  Exchange  Act)  of 20% or more of\n               either  (i) the then  outstanding  shares of common  stock of the\n               Company (the  'Outstanding  Company Common  Stock'),  or (ii) the\n               combined voting power of the then outstanding  voting  securities\n               of the Company  entitled  to vote  generally  in the  election of\n               directors  (the   'Outstanding   Company   Voting   Securities');\n               provided,  however, that for purposes of this subsection (a), the\n               following  acquisitions shall not constitute a Change of Control:\n               (i)  any  acquisition   directly  from  the  Company;   (ii)  any\n               acquisition by the Company; (iii) any acquisition by any employee\n               benefit plan (or related  trust)  sponsored or  maintained by the\n               Company or any corporation controlled by the Company; or (iv) any\n               acquisition by any  corporation  pursuant to a transaction  which\n               complies with clauses (i),  (ii) and (iii) of  subsection  (c) of\n               this Section 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               director   subsequent  to  the  date  hereof  whose  election  or\n               nomination  for  election  by  the  Company's  shareholders,  was\n               approved by a vote of at least a majority of the  directors  then\n               comprising the Incumbent Board shall be considered as though such\n               individual were a member of the Incumbent  Board,  but excluding,\n               for this purpose,  any such individuals whose initial  assumption\n               of office occurs as a result of an actual or threatened  election\n               contest  with  respect to the election or removal of directors or\n               other actual or threatened solicitation of proxies or consents by\n               or on behalf of a Person other than the Board of Directors; or\n\n          (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 entities who\n                    were the beneficial owners, respectively, of the Outstanding\n                    Company   Common  Stock  and   Outstanding   Company  Voting\n                    Securities  immediately  prior to such Business  Combination\n                    beneficially own, directly or indirectly,  more than 50% of,\n                    respectively,  the then  outstanding  shares of common stock\n                    and the combined voting power of the then outstanding voting\n                    securities  entitled to vote  generally  in the  election of\n                    directors,  as the case may be, of the corporation resulting\n                    from   such   Business   Combination   (including,   without\n                    limitation,   a  corporation  which  as  a  result  of  such\n                    transaction owns the Company or its principal  subsidiary or\n                    all or substantially all of the assets of the Company or its\n                    principal  subsidiary either directly or through one or more\n                    subsidiaries) in substantially the same proportions as their\n                    ownership, immediately prior to such Business Combination of\n                    the Outstanding Company Common Stock and Outstanding Company\n                    Voting Securities, as the 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  resulting\n                    from such Business Combination)  beneficially owns, directly\n                    or  indirectly  20%  or  more  of,  respectively,  the  then\n                    outstanding  shares  of  common  stock  of  the  corporation\n                    resulting  from such  Business  Combination  or the combined\n                    voting power of the then  outstanding  voting  securities of\n                    such  corporation  except to the extent that such  ownership\n                    existed prior to the Business Combination; 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 execution\n                    of the initial  agreement,  or of the action of the Board of\n                    Directors providing for such Business Combination; or\n\n          (d)  Regulated Business  Combination.  Approval by the shareholders of\n               -------------------------------\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 the\n               --------------------------\n               Company of a complete  liquidation  or dissolution of the Company\n               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-40689","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\/40689","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=40689"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40689"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40689"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40689"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}