{"id":40705,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplementary-savings-and-incentive-award-deferral-plan-csx.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplementary-savings-and-incentive-award-deferral-plan-csx","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplementary-savings-and-incentive-award-deferral-plan-csx.html","title":{"rendered":"Supplementary Savings and Incentive Award Deferral Plan &#8211; CSX Corp."},"content":{"rendered":"<pre>\n             SUPPLEMENTARY SAVINGS AND INCENTIVE AWARD DEFERRAL PLAN\n                           FOR ELIGIBLE EXECUTIVES OF\n                    CSX CORPORATION AND AFFILIATED COMPANIES\n\n\n\n\n\n\n\n                     As Amended and Restated January 1, 1995\n                     (As Amended through September 8, 1999)\n\n\n\n\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                          Page\n\nARTICLE 1.  DEFINITIONS....................................................  1\n        1.1    Account.....................................................  1\n        1.2    Administrator...............................................  1\n        1.3    Affiliated Company..........................................  1\n        1.4    Award.......................................................  1\n        1.5    Award Deferral Agreement....................................  1\n        1.6    Benefits Trust Committee....................................  2\n        1.7    Board of Directors..........................................  2\n        1.8    Change of Control...........................................  2\n        1.9    Code........................................................  3\n        1.10   Committee...................................................  3\n        1.11   Compensation................................................  3\n        1.12   Corporation.................................................  3\n        1.13   Deferral Agreement..........................................  3\n        1.14   Distribution Option(s)......................................  4\n        1.15   Divisive Transaction........................................  4\n        1.16   Effective Date..............................................  4\n        1.17   Eligible Executive..........................................  4\n        1.18   Independent Accountant......................................  4\n        1.19   Matching Credits............................................  4\n        1.20   Member......................................................  4\n        1.21   MICP........................................................  4\n        1.22   Participating Company.......................................  4\n        1.23   Plan........................................................  5\n        1.24   Salary Deferrals............................................  5\n        1.25   Salary Deferral Agreement...................................  5\n        1.26   Salary Deferral Percentage..................................  5\n        1.27   SMICP.......................................................  5\n        1.28   Subsidiary..................................................  5\n        1.29   Tax Savings Thrift Plan.....................................  5\n        1.30   Trust.......................................................  5\n        1.31   Valuation Date..............................................  5\n\nARTICLE 2.  MEMBERSHIP AND DEFERRAL AGREEMENTS.............................  5\n        2.1    In General..................................................  5\n        2.2    Modification of Initial Deferral Agreement..................  6\n        2.3    Termination of Membership; Re-employment....................  6\n        2.4    Change in Status............................................  7\n        2.5    Membership Following a Change in Control....................  7\n\nARTICLE 3.  AWARD DEFERRAL PROGRAM.........................................  7\n        3.1    Filing Requirements.........................................  7\n        3.2    Amount of Deferral..........................................  8\n        3.3    Crediting to Account........................................  8\n\n\n\n\n\n\n\n                                      -ii-\n\nARTICLE 4.  SALARY DEFERRAL PROGRAM........................................  9\n        4.1    Filing Requirements.........................................  9\n        4.2    Salary Deferral Agreement...................................  9\n        4.3    Amount of Salary Deferrals..................................  9\n        4.4    Changing Salary Deferrals................................... 10\n        4.5    Certain Additional Credits.................................. 10\n\nARTICLE 5.  MAINTENANCE OF ACCOUNTS........................................ 11\n        5.1    Adjustment of Account....................................... 11\n        5.2    Investment Performance Elections............................ 12\n        5.3    Changing Investment Elections............................... 12\n        5.4    Vesting of Account.......................................... 12\n        5.5    Individual Accounts......................................... 13\n        5.6    Action Following a Change of Control.........................13\n\nARTICLE 6.  PAYMENT OF BENEFITS............................................ 13\n        6.1    Commencement of Payment..................................... 13\n        6.2    Method of Payment........................................... 15\n        6.3    Applicability............................................... 16\n        6.4    Hardship Withdrawal......................................... 16\n        6.5    Designation of Beneficiary.................................. 16\n        6.6    Special Distribution Rules.................................. 17\n        6.7    Status of Account Pending Distribution...................... 17\n        6.8    Installments and Withdrawals Pro-Rata....................... 17\n        6.9    Change of Control........................................... 18\n\nARTICLE 7.  AMENDMENT OR TERMINATION....................................... 19\n        7.1    Right to Terminate.......................................... 19\n        7.2    Right to Amend.............................................. 19\n        7.3    Uniform Action.............................................. 20\n\nARTICLE 8.  GENERAL PROVISIONS............................................. 20\n        8.1    No Funding.................................................. 20\n        8.2    Obligation...................................................20\n        8.3    No Contract of Employment................................... 20\n        8.4    Withholding Taxes........................................... 20\n        8.5    Nonalienation............................................... 20\n        8.6    Administration.............................................. 20\n        8.7    Construction................................................ 21\n\nARTICLE 9.  POST-SECONDARY EDUCATION SUB-ACCOUNTS.......................... 21\n        9.1    Post-Secondary Education Sub-accounts....................... 21\n        9.2    Distribution of Post-Secondary Education Sub-accounts....... 22\n        9.3    Construction................................................ 23\n\n\n\n\n\n\n\n\n\n\n                                  INTRODUCTION\n\n        This  Supplementary  Savings  and  Incentive  Award  Deferral  Plan  for\nEligible Executives of CSX Corporation and Affiliated Companies (the \"Plan\") was\nadopted  October 1, 1987 and has been  subsequently  amended  from time to time.\nThis  restatement  of the  Plan is  effective  January  1,  1995.  This  Plan is\ngenerally intended to provide certain executives  eligible to participate in the\nTax  Savings  Thrift  Plan  for  Employees  of CSX  Corporation  and  Affiliated\nCompanies  (the \"Savings  Plan\") with an opportunity to defer a portion of their\nsalary,  and\/or  award(s) under the Management  Incentive  Compensation  Program\n(\"MICP\") and\/or the Senior Management  Incentive  Compensation Program (\"SMICP\")\nuntil  their  retirement  or other  termination  of  employment  and to  restore\nemployer  matching  contributions  lost under the  Savings  Plan  because of the\napplication  of  Sections  401(a)(17),  401(k),  401(m) and 415 of the  Internal\nRevenue Code of 1986,  as amended.  Commencing  with respect to MICP awards paid\nand  salary  earned  after  1990,  eligible  executives  may,  if they so elect,\ndesignate all or a portion of such deferrals to be used for payment of education\nexpenses for one or more members of their families.  The Plan is unfunded and is\nmaintained by CSX Corporation and Affiliated Companies primarily for the purpose\nof  providing  deferred  compensation  for  a  select  group  of  management  or\nhighly-compensated  employees.  The Plan as restated  effective  January 1, 1995\n(and amended through December 31, 1997) reads as hereinafter set forth.\n\n\n                             ARTICLE I. DEFINITIONS\n                             ----------------------\n\n        1.1 Account means the bookkeeping  account maintained for each Member to\nrecord his Salary  Deferrals,  Matching  Credits and the amount of Awards he has\nelected to defer,  as adjusted  pursuant to Article 5. The Account shall consist\nof the \"Education  Sub-accounts\",  if any, established pursuant to Article 9 and\nall amounts not in those accounts shall be allocated to one or more  \"Retirement\nSub-accounts\".  The  Administrator may establish a maximum number of \"Retirement\nSub-accounts\" which a Member may have at any time. In addition to any Retirement\nSub-accounts   established  by  the  Administrator,   an  additional  Retirement\nSub-account  known as the Cash Plan Retirement  Sub-account shall be established\nfor deferrals of payments from the CSX Market Value Cash Plan. The Administrator\nalso may establish such other sub-accounts within a Member's Account as it deems\nnecessary to implement the provisions of the Plan.\n\n        1.2 Administrator means the Corporation. The duties of the Administrator\nshall be  performed  by a person or persons  designated  by the Chief  Executive\nOfficer of the Corporation to perform such duties.\n\n        1.3  Affiliated  Company  means  the  Corporation  and  any  company  or\ncorporation directly or indirectly controlled by the Corporation.\n\n        1.4 Award means for any year (i) the amount awarded to an employee of an\nAffiliated Company for that year (including any special incentive award) and, in\nthe absence of an Award Deferral Agreement with respect to such amount,  payable\nin the  succeeding  year under the MICP and\/or  SMICP or other  incentive  award\notherwise  payable in cash as determined by the  Committee;  and (ii) the amount\npaid from the CSX Market  Value Cash Plan with  respect to such year and, in the\nabsence of an Award  Deferral  Agreement  with  respect to such  amount and with\nrespect to such year, payable in cash under the CSX Market Value Cash Plan.\n\n        1.5  Award  Deferral  Agreement  means a  Deferral  Agreement  filed  in\naccordance with the award deferral program described in Article 3.\n\n        1.6 Benefits Trust Committee means the committee created pursuant to the\nCSX Corporation and Affiliated Companies Benefits Assurance Trust Agreement.\n\n        1.7    Board of Directors or \"Board\" means the Board of Directors of the\nCorporation.\n\n        1.8    Change of Control means any of the following:\n\n               (a) Stock Acquisition. The acquisition, by any individual, entity\n        or 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\")] (a\n        \"Person\")  of  beneficial  ownership  (within  the meaning of Rule 13d-3\n        promulgated  under the  Exchange  Act) of 20% or more of either  (i) the\n        then  outstanding  shares  of  common  stock  of  the  Corporation  (the\n        \"Outstanding  Corporation  Common  Stock\"),  or (ii) the combined voting\n        power of the  then  outstanding  voting  securities  of the  Corporation\n        entitled  to  vote   generally  in  the   election  of  directors   (the\n        \"Outstanding  Corporation Voting Securities\");  provided,  however, that\n        for purposes of this  subsection (a), the following  acquisitions  shall\n        not constitute a Change of Control:  (i) any  acquisition  directly from\n        the  Corporation;  (ii) any  acquisition by the  Corporation;  (iii) any\n        acquisition by any employee benefit plan (or related trust) sponsored or\n        maintained  by the  Corporation  or any  corporation  controlled  by the\n        Corporation;  or (iv) any acquisition by any  corporation  pursuant to a\n        transaction   which  complies  with  clauses  (i),  (ii)  and  (iii)  of\n        subsection (c) of this Section 1.8; or\n\n               (b) Board  Composition.  Individuals  who, as of the date hereof,\n        constitute the Board of Directors (the \"Incumbent  Board\") cease for any\n        reason to  constitute  at least a  majority  of the Board of  Directors;\n        provided, however, that any individual becoming a director subsequent to\n        the date  hereof  whose  election  or  nomination  for  election  by the\n        Corporation's  shareholders,  was  approved  by a  vote  of at  least  a\n        majority of the directors then  comprising the Incumbent  Board shall be\n        considered  as though  such  individual  were a member of the  Incumbent\n        Board,  but  excluding,  for this  purpose,  any such  individual  whose\n        initial  assumption  of  office  occurs  as a  result  of an  actual  or\n        threatened  election  contest with respect to the election or removal of\n        directors  or other  actual or  threatened  solicitation  of  proxies or\n        consents by or on behalf of a Person other than the Board of  Directors;\n        or\n\n               (c) Business  Combination.  Approval by the  shareholders  of the\n        Corporation of a reorganization,  merger, consolidation or sale or other\n        disposition of all or substantially all of the assets of the Corporation\n        or its principal  subsidiary that is not subject,  as a matter of law or\n        contract,  to  approval by the  Interstate  Commerce  Commission  or any\n        successor  agency  or  regulatory  body  having  jurisdiction  over such\n        transactions  (the \"Agency\") (a \"Business  Combination\"),  in each case,\n        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   Corporation\n                             Common  Stock  and Outstanding  Corporation  Voting\n                             Securities  immediately  prior to such  Business\n                             Combination   beneficially  own,  directly  or\n                             indirectly,   more  than  50%  of,\n                             respectively,  the then  outstanding  shares  of\n                             common  stock  and the  combined voting  power  of\n                             the  then  outstanding  voting  securities entitled\n                             to  vote  generally in the  election of  directors,\n                             as the case may be, of the  corporation   resulting\n                             from  such  Business  Combination  (including,\n                             without limitation, a corporation which as a result\n                             of such  transaction  owns the  Corporation  or its\n                             principal   subsidiary  or  all  or  substantially\n                             all  of  the  assets  of  the   Corporation  or its\n                             principal  subsidiary  either  directly or through\n                             one or more  subsidiaries)  in  substantially   the\n                             same  proportions  as  their  ownership,\n                             immediately  prior to such Business  Combination of\n                             the  Outstanding  Corporation    Common Stock and\n                             Outstanding Corporation Voting Securities, as the\n                             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\n                             Corporation or  such  corporation   resulting  from\n                             such  Business   Combination)   beneficially  owns,\n                             directly  or  indirectly,  20% or more  of,\n                             respectively,  the  then  outstanding    shares  of\n                             common  stock  of  the   corporation   resulting\n                             from  such  Business Combination  or  the  combined\n                             voting  power  of  the  then  outstanding   voting\n                             securities of such  corporation  except to the\n                             extent that such ownership  existed    prior to the\n                             Business 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 shareholders\n        of the  Corporation  of a Business  Combination  that is  subject,  as a\n        matter of law or  contract,  to  approval  by the  Agency (a  \"Regulated\n        Business  Combination\")  unless such Business  Combination complies with\n        clauses (i), (ii) and (iii) of subsection (c) of this Section 1.8; or\n\n               (e)    Liquidation  or  Dissolution.  Approval  by  the    of a\n                      ----------------------------\n        shareholders  of the  Corporation complete liquidation or dissolution of\n        the Corporation or its principal subsidiary.\n\n        1.9 Code means the Internal  Revenue Code of 1986,  as amended from time\nto time.\n\n        1.10   Committee means the Compensation Committee of the Board of\nDirectors of CSX Corporation.\n\n        1.11 Compensation means the \"Base Compensation\" of an Eligible Executive\nas defined in the Tax Savings Thrift Plan,  determined  prior to: (a) any Salary\nDeferrals under Article 4; and (b) any limit on compensation  imposed by Section\n401(a)(17) of the Code.\n\n        1.12 Corporation means CSX Corporation, a Virginia corporation,  and any\nsuccessor thereto by merger, purchase or otherwise.\n\n        1.13 Deferral  Agreement  means either an Award Deferral  Agreement or a\nSalary  Deferral  Agreement,  or both if the  context  so  requires.  A Deferral\nAgreement  shall be a completed  agreement  between an Eligible  Executive and a\nParticipating  Company  of which he is an  employee  under  which  the  Eligible\nExecutive  agrees to defer an Award or make Salary  Deferrals under the Plan, as\nthe case may be. The Deferral  Agreement  shall be on a form  prescribed  by the\nAdministrator and shall include any amendments, attachments or appendices.\n\n        1.14  Distribution  Option(s)  means,  with respect to each  sub-account\nunder the Plan,  the  election  by the  Member of (i) the event  triggering  the\ncommencement of distribution,  and (ii) the form of payment. Distribution Option\nelections  are  made on the  initial  Deferral  Agreement  with  respect  to any\nsub-account.\n\n        1.15  Divisive  Transaction  means a  transaction  in which the Eligible\nExecutive's  employer  ceases  to  be  a  Subsidiary  or  there  is  a  sale  of\nsubstantially all of the assets of the Subsidiary.\n\n        1.16  Effective  Date  means  October  1,  1987 or with  respect  to the\nEligible  Executives  of a company which adopts the Plan, it means the date such\ncompany becomes a Participating Company.\n\n        1.17   Eligible Executive means an employee of a Participating Company,\nprovided that:\n\n(a)  For purposes of the award deferral program described in Article 3:\n\n     (i)  prior to January 1, 1995, such employee is employed by a Participating\n          Company in salary grades 21 through 40 inclusive, as of December 30 of\n          the calendar year in question; or\n\n     (ii) on and  after  January  1,  1995 and  before  January  1,  1999,  such\n          employee:  (A) is employed by a Participating Company and is receiving\n          Compensation of one hundred  thousand  dollars  ($100,000) or more per\n          year;  or (B) retired from the  Participating  Companies or terminated\n          employment with the  Participating  Companies on account of disability\n          as determined by the Administrator,  and was receiving compensation of\n          one hundred thousand  dollars  ($100,000) or more per year at the time\n          of such retirement or termination; or\n\n     (iii)on and after  January 1, 1999,  such  employee:  (A) is  employed by a\n          Participating  Company and is  receiving  compensation  of one hundred\n          twenty  five  thousand  dollars  ($125,000)  or more per year;  or (B)\n          retired from the Participating Companies or terminated employment with\n          the Participating  Companies on account of disability as determined by\n          the  Administrator,  and was  receiving  Compensation  of one  hundred\n          twenty five thousand  dollars  ($125,000) or more per year at the time\n          of such  retirement  or  termination.  An employee  who, in 1998,  was\n          eligible  to  participate  because  his  Compensation   satisfied  the\n          requirements  of subsection  (ii), and is excluded from  participation\n          only because of the increase in the  Compensation  requirement in this\n          subsection (iii), shall continue to be eligible to participate.\n\n(b)  For  purposes of the salary  deferral  program  described  in    Article 4,\n     such  employee is eligible for  membership  in the Tax Savings Thrift Plan,\n     and;\n\n     (i)  Prior to January 1, 1995,  such  employee is employed in salary grades\n          21 through 40 inclusive; or\n\n\n\n\n\n\n     (ii) Compensation of one hundred  thousand  dollars  ($100,000) or more per\n          year; or\n\n     (iii)on and  after  January  1,  1999,  is  receiving  Compensation  of one\n          hundred twenty five thousand  dollars  ($125,000) or more per year. An\n          employee  who,  in 1998,  was  eligible  to  participate  because  his\n          Compensation  satisfied the  requirements  of subsection  (ii), but is\n          excluded  from  participation  only  because  of the  increase  in the\n          Compensation  requirement in this subsection (iii),  shall continue to\n          be eligible to participate.\n\n(c)  After January 1, 1999, the compensation amount set forth in subsections\n     (a)(iii)  and  (b)(iii)  may,  in the  discretion  of the  Chief  Executive\n     Officer, be adjusted no more frequently than annually, based on a review of\n     data regarding eligibility to participate in this type of program.\n\n(d)  The Chief  Executive  Officer of the  Corporation  or his  designee may\n     designate any other employee or former  employee of an Affiliated  Company\n     as an Eligible Executive; provided, however, only those employees or former\n     employees considered  to be a select  group of  management  or highly\n     compensated  may be designated  as  Eligible Executives  under  this  Plan.\n     Notwithstanding  the preceding,  following a Change of Control,  such\n     designations are subject to the approval of the Benefits Trust Committee.\n\n        1.18 Independent Accountant means the independent accountants engaged by\nthe  Corporation  and,  if  selected  or changed  following a Change of Control,\napproved by the Benefits Trust Committee.\n\n        1.19 Matching  Credits means amounts credited to the Account of a Member\npursuant to Section 4.5.\n\n        1.20  Member  means,  except as  otherwise  provided  in Article 2, each\nEligible  Executive who has executed an initial Deferral  Agreement as described\nin Section 2.1.\n\n        1.21   MICP means the Participating Companies' Management Incentive\nCompensation Program.\n\n        1.22  Participating  Company  means the  Corporation  and any company or\ncorporation  directly or  indirectly  controlled by the  Corporation,  which the\nCommittee  designates as eligible to participate in the Plan in accordance  with\nSection 8.6(e).\n\n        1.23 Plan means this Supplementary  Savings and Incentive Award Deferral\nPlan for Eligible  Executives of CSX  Corporation and Affiliated  Companies,  as\namended from time to time.\n\n        1.24 Salary  Deferrals means the amounts  credited to a Member's Account\nunder Section 4.3.\n\n        1.25  Salary  Deferral  Agreement  means a Deferral  Agreement  filed in\naccordance with the salary deferral program described in Article 4.\n\n        1.26  Salary  Deferral  Percentage  means a  percentage  of an  Eligible\nExecutive's Base Compensation  elected in a Salary Deferral Agreement,  pursuant\nto Section 4.1  hereof,  and shall be an  integral  percentage  not in excess of\nfifty (50%) percent.\n\n        1.27   SMICP means the Participating Companies' Senior Management\nIncentive Compensation Program.\n\n        1.28 Subsidiary  means a corporation  more than 50% of the voting shares\nof which are owned directly or indirectly by the Corporation.\n\n        1.29 Tax  Savings  Thrift  Plan means the Tax  Savings  Thrift  Plan for\nEmployees of CSX Corporation and Affiliated  Companies,  as amended from time to\ntime.\n\n        1.30   Trust means the CSX Corporation and Affiliated Companies Benefits\nAssurance Trust.\n\n        1.31  Valuation  Date means the last business day of each calendar month\nfollowing the Effective Date.\n\n\n                  ARTICLE 2. MEMBERSHIP AND DEFERRAL AGREEMENTS\n                 ----------------------------------------------\n\n        2.1    In General:\n\n               (a) An Eligible Executive shall become a Member as of the date he\n        files his initial Deferral  Agreement with the  Administrator.  However,\n        such Deferral  Agreement shall be effective for purposes of deferring an\n        Award or making Salary Deferrals only as provided in Articles 3 and 4.\n\n               (b) A  Deferral  Agreement  shall  be  in  writing  and  properly\n        completed upon a form approved by the Administrator,  which shall be the\n        sole judge of the  proper  completion  thereof.  Except as  provided  in\n        Section  4.1(d),  such  Agreement  shall  provide for the deferral of an\n        Award or for Salary Deferrals,  shall specify the Distribution  Options,\n        and  may  include  such  other  provisions  as the  Administrator  deems\n        appropriate.  A Deferral Agreement shall not be revoked or modified with\n        respect to the  allocation  of prior  deferrals  except  pursuant to the\n        establishment  of an  Education  Sub-account  as  provided in Article 9.\n        Distribution  Options  elected may not be modified or revoked  except as\n        provided in Section 6.1 or 6.2.\n\n               (c) As a condition of membership,  the  Administrator may require\n        such other information as it deems appropriate.\n\n        2.2    Modification of Initial Deferral Agreement:\n\n               (a)    A Member may elect to change, modify or revoke a Deferral\nAgreement as follows:\n                      (i)    A Member may  change  the amount of Award he elects\n                             to defer on an Award  Deferral Agreement prior to\n                             the  Agreement's  effective date as provided in\n                             Article 3.\n\n                      (ii)   A  Member   may  change  the  rate  of  his  Salary\n                             Deferrals,  or  suspend  his  Salary  Deferrals  on\n                             account of severe financial  hardship,  as provided\n                             in Article 4.\n                      (iii)  A Member  may  change  the event  entitling  him to\n                             distribution,  as  designated  on his  election  of\n                             Distribution   Options,   as  provided  in  Section\n                             6.1(c)(i).\n                      (iv)   A Member  may  change  the event  entitling  him to\n                             distribution  as  designated  on  his  election  of\n                             Distribution  Options,  subject to the five percent\n                             (5%) penalty described in Section 6.1(c)(ii).\n\n                      (v)    A  Member  may  change  the  form  of  payment,  as\n                             designated on his election of Distribution Options,\n                             as provided in Section 6.2(c)(i).\n\n                      (vi)   A  Member   may  change  the  form  of  payment  as\n                             designated on his election of Distribution Options,\n                             subject to the five percent (5%) penalty  described\n                             in Section 6.2(c)(ii).\n\n               (b)  Notwithstanding  any  provision  in  Section  2.2(a)  to the\n        contrary,  the establishment of an Education Sub-account with respect to\n        future Salary Deferrals and Awards as provided in Article 9 shall not be\n        deemed a change for the purposes of Section 2.2(a).\n\n        2.3    Termination of Membership; Re-employment:\n\n               (a)  Membership  shall  cease,  subject  to Section  2.4,  upon a\n        Member's  termination of employment;  provided that if a former Eligible\n        Executive  is  receiving   severance   payments  under  a  Participating\n        Company's  severance  pay program or is eligible to defer an Award under\n        Article 3, he shall not be deemed to have  terminated  employment  until\n        the later of the date the severance payments cease or the date the Award\n        would have been paid.  Membership  shall be continued  during a leave of\n        absence approved by the Participating Companies.\n\n               (b) Upon re-employment as an Eligible Executive,  a former Member\n        may become a Member again as follows:\n\n                      (i)    in  the  case  of a  former  Member  who  prior  to\n                             re-employment  received the balance in his Account,\n                             by executing a Deferral Agreement under Section 2.1\n                             as  though  for  all   purposes  of  the  Plan  the\n                             Affiliated  Companies had never employed the former\n                             Member;\n\n                      (ii)   in  the  case  of a  former  Member  who  prior  to\n                             re-employment  did not  receive  the balance in his\n                             Account,  by executing a Deferral  Agreement  under\n                             Section 2.1; provided his Distribution  Options and\n                             beneficiary designation shall remain in effect.\n\n               (c) If a former Member is reemployed as an Eligible Executive and\n        becomes a Member  again  pursuant  to  (b)(ii):  (i) upon  notice to the\n        Administrator  by  the  Participant,  distributions  from  a  Retirement\n        Sub-account  shall cease if the commencement of distribution was because\n        of the Member's termination of employment (including  retirement);  (ii)\n        distributions  from  a  Retirement  Sub-account  shall  continue  if the\n        commencement of distribution was because the Member chose a specific age\n        for the commencement of benefits and that age has been attained.  Except\n        for distributions  which must continue pursuant to (c)(ii), a reemployed\n        Member may change  Distribution  Option  elections  with  respect to his\n        Retirement  Sub-accounts without penalty so long as such change does not\n        accelerate the timing of any payment to the Member.\n\n        2.4    Change in Status:\n\n               (a) In the event that a Member ceases to be an Eligible Executive\n        with  respect to Salary  Deferrals  but  continues  to be employed by an\n        Affiliated  Company,  his Salary  Deferrals  and Matching  Credits shall\n        thereupon be suspended  until such time as he shall once again become an\n        Eligible  Executive.   All  other  provisions  of  his  Salary  Deferral\n        Agreement  shall remain in force and he shall continue to be a Member of\n        the Plan.\n\n               (b) In the event that a Member ceases to be an Eligible Executive\n        with respect to the  deferral of Awards  hereunder  but  continues to be\n        employed by an Affiliated  Company,  he shall continue to be a Member of\n        the Plan but shall not be  eligible  to defer any  portion of any future\n        Awards  until  such  time as he shall  once  again  become  an  Eligible\n        Executive.\n\n        2.5  Membership  Following  a Change of  Control:  Following a Change of\nControl, any membership determinations or discretionary actions pursuant to this\nArticle 2 shall be subject to the approval of the Benefits Trust Committee.\n\n\n                        ARTICLE 3. AWARD DEFERRAL PROGRAM\n                        ---------------------------------\n\n        3.1    Filing Requirements:\n\n               (a) With respect to an Award  identified  in Section  1.4(i),  at\n        such  time as the  Administrator  may  prescribe  prior to the  close of\n        business on December 30 in any calendar year, an Eligible  Executive may\n        elect to defer all or a portion  of his  Award,  if any,  for that year.\n        Such Award is determined and paid in the following  calendar year.  Such\n        election  shall be made by filing an Award  Deferral  Agreement with the\n        Administrator  on or before the close of  business on December 30 of the\n        calendar year for which the Award is made. In the event that December 30\n        does not fall on a  weekday,  such  filing  must be made by the close of\n        business on the last prior business day.\n\n               (b)  With  respect  to an Award  identified  in  Section  1.4(i),\n        notwithstanding  Section  3.1(a),  an individual who becomes an Eligible\n        Executive  after the calendar year for which an Award is made, but prior\n        to the  first  day of the  month  in  which  such  Award  is  determined\n        including  required  action  by the  Board,  may elect to defer all or a\n        portion of that  Award in  accordance  with this  Section  3.1(b).  Such\n        election shall be made by filing an Award Deferral  Agreement during the\n        30 day or shorter period beginning on the date the individual becomes an\n        Eligible  Executive  and  ending no later than the last day of the month\n        preceding the month in which the Award is determined.\n\n               (c) With respect to an Award  identified  in Section  1.4(i),  an\n        Eligible  Executive's  election  to defer all or a portion  of his Award\n        shall be  effective  on the last day that such  deferral  may be elected\n        under Section 3.1(a) or 3.1(b) and shall be effective only for the Award\n        in question.  An Eligible Executive may revoke or change his election to\n        defer  all or a portion  of his Award at any time  prior to the date the\n        election becomes effective,  as described in the preceding sentence. Any\n        such revocation or change shall be made in a form and manner  determined\n        by the Administrator.\n\n               (d) With respect to an Award  identified in Section  1.4(ii),  at\n        such time and in  accordance  with such rules as the  Administrator  may\n        prescribe  prior to the close of business on December 30 in any calendar\n        year,  an Eligible  Executive may elect to defer all or a portion of any\n        such Award.  Awards  identified  in Section  1.4(ii) may not be deferred\n        into Education Sub-accounts.\n\n               (e) An Eligible Executive shall not be entitled to defer an Award\n        on or after  attaining the age, if any,  which he has  designated  under\n        Section 6.1(c) or 6.1(d) for the purpose of commencing  distribution  of\n        his Account (or, if  applicable,  his  Retirement  Sub-account).  In the\n        event a Member establishes an Education  Sub-account pursuant to Article\n        9, he shall not be entitled to defer all or any portion of an Award into\n        such a Sub-account  after  attaining the age which he has designated for\n        the purpose of commencing distribution from that Sub-account.\n\n               (f) An Eligible Executive shall not be entitled to defer an Award\n        if he is eligible to defer his award under another  nonqualified program\n        of deferred compensation maintained by an Affiliated Company.\n\n        3.2    Amount of Deferral:\n\n               (a) With respect to an Award identified in Section 1.4(i),  prior\n        to a Change  of  Control,  in its sole  discretion,  the  Committee  may\n        establish  such  maximum  limit  on the  amount  of  Award  an  Eligible\n        Executive  may  defer  for  a  calendar  year  as  the  Committee  deems\n        appropriate. Such maximum limit shall appear on the Eligible Executive's\n        Award  Deferral  Agreement for the year.  Following a Change of Control,\n        the  Committee's  decision  is  subject  to the  final  approval  of the\n        Benefits Trust Committee.\n\n               (b) With respect to an Award  identified in Section  1.4(i),  the\n        minimum  amount which an Eligible  Executive may defer in any year shall\n        be the lesser of $5,000 or the maximum amount  determined  under Section\n        3.2(a) above.  If an Eligible  Executive  elects to defer less than this\n        amount, his election shall not be effective.\n\n               (c) With respect to an Award identified in Section 1.4(ii), there\n        shall be no minimum nor maximum amount of deferral allowed.\n\n        3.3    Crediting to Account:\n\n               (a) The amount of Award which an Eligible  Executive  has elected\n        to defer for a calendar  year shall be credited to his Account as of the\n        Valuation  Date  coincident  with or next  following  the date the Award\n        would have been paid to the Eligible Executive.\n\n               (b) An  additional  credit shall be made to the Account as of the\n        Valuation Date  described in Section 3.3(a) above,  determined as if the\n        amount of Award  deferred  had earned the same rate of return as the CSX\n        Cash Pool  Earnings  Rate from the date the Award  would  have been paid\n        until the  Valuation  Date it is  credited to the  Eligible  Executive's\n        Account.  In lieu of the CSX  Corporation  Cash Pool Earnings  Rate, the\n        Committee  may  designate,  prior to a Change of  Control,  from time to\n        time, such other indices of investment  performance or investment  funds\n        as the measure of  investment  performance  under this  Section  3.3(b).\n        Following a Change of Control,  the  Committee's  decision is subject to\n        final approval of the Benefits Trust Committee.\n\n\n                       ARTICLE 4. SALARY DEFERRAL PROGRAM\n                       ----------------------------------\n\n        4.1    Filing Requirements:\n\n               (a) An individual who is an Eligible Executive  immediately prior\n        to the  Effective  Date may file a Salary  Deferral  Agreement  with the\n        Administrator,  within such period  prior to the  Effective  Date and in\n        such manner as the Administrator may prescribe.\n\n               (b) An individual  who becomes an Eligible  Executive on or after\n        the  Effective  Date  may  file a  Salary  Deferral  Agreement  with the\n        Administrator   during  the  calendar   month  he  becomes  an  Eligible\n        Executive, in such manner as the Administrator may prescribe.\n\n               (c) An  Eligible  Executive  who fails to file a Salary  Deferral\n        Agreement  with the  Administrator  as provided  in Sections  4.1(a) and\n        4.1(b) may file a Salary Deferral  Agreement in any subsequent  month of\n        December.\n\n               (d) An Eligible  Executive who has not otherwise filed a Deferral\n        Agreement shall file a Salary  Deferral  Agreement under Sections 4.1(a)\n        or 4.1(b),  whichever applies,  in order to receive the Matching Credits\n        described in Section 4.5,  provided that such agreement need not provide\n        for Salary Deferrals.\n\n        4.2    Salary   Deferral   Agreement:  An   Eligible  Executive's Salary\n        Deferral   Agreement  shall  authorize a  reduction in his base pay with\n        respect to his Salary Deferrals  under the Plan. The Agreement  shall be\n        effective for payroll periods beginning on or after the later of:(a) the\n        Effective Date; or (b) the first day of the month following the date the\n        Salary    Deferral    Agreement  is filed   with   the Administrator  in\n        accordance  with   Section  4.1.  Paychecks  applicable  to said payroll\n        periods shall be reduced accordingly.\n\n        4.3    Amount of Salary Deferrals:\n\n               (a) On each  Valuation  Date  following the effective  date of an\n        Eligible  Executive's Salary Deferral Agreement,  his Sub-accounts shall\n        be credited with an amount of Salary  Deferral,  if any, for the payroll\n        period ending thereon,  as he elects in his Salary  Deferral  Agreement.\n        Such Salary  Deferral for any payroll  period shall be determined as the\n        sum of his Basic  Salary  Deferral for such  payroll  period  determined\n        under  subparagraph  (i) and his  Additional  Salary  Deferral  for such\n        month, determined under subparagraph (ii) as follows:\n\n                      (i)    An Eligible Executive's Basic Salary Deferral shall\n                             be determined by multiplying his Compensation for a\n                             payroll period by the excess of his Salary Deferral\n                             Percentage   over  the  percentage   determined  in\n                             subparagraph (ii) below\n\n                      (ii)   An Eligible Executive's  Additional Salary Deferral\n                             shall be determined by multiplying his Compensation\n                             for a payroll period by a percentage  determined as\n                             (A) the  excess of his Salary  Deferral  Percentage\n                             over 15%, divided by (B) .85.\n\n        provided,  however,  that no Basic Salary  Deferral  shall be made under\n        this Plan for any  payroll  period  unless  the  Eligible  Executive  is\n        prevented from making  elective  deferrals  under the Tax Savings Thrift\n        Plan for such  payroll  period  as a result  of  Section  402(g)  and\/or\n        401(k)(3) of the Code, and provided further that, for the payroll period\n        in which such Basic Salary  Deferral is first made,  it shall be limited\n        to the excess of the amount otherwise determined for such payroll period\n        under Section 4.3(a)(i) over the Eligible Executive's elective deferrals\n        under  the  Tax  Savings  Thrift  Plan  for  such  payroll  period.   If\n        applicable,  Additional  Salary Deferrals shall be made for each payroll\n        period  of the year to which  the  Salary  Deferral  Agreement  applies,\n        without  regard  to  whether  the  Eligible   Executive  makes  elective\n        deferrals  under the Tax Savings  Thrift Plan and without  regard to any\n        Basic Salary Deferrals under this Plan.\n\n               (b) An  Eligible  Executive  shall not be entitled to make Salary\n        Deferrals on or after attaining the age, if any, which he has designated\n        under   Section   6.1(c)  or  6.1(d)  for  the  purpose  of   commencing\n        distribution   of  his  Account  (or,  if  applicable,   his  Retirement\n        Sub-account). In the event a Member establishes an Education Sub-account\n        pursuant to Article 9, he shall not be entitled to make Salary Deferrals\n        into such  Sub-account  after  attaining the age which he has designated\n        for the purpose of commencing distribution from that Sub-account.\n\n        4.4    Changing Salary Deferrals:\n\n               (a) An  Eligible  Executive's  election  on his  Salary  Deferral\n        Agreement of the rate at which he authorizes  Salary Deferrals under the\n        Plan shall remain in effect in subsequent calendar years unless he files\n        with the  Administrator  an amendment to his Salary  Deferral  Agreement\n        modifying or revoking such  election.  The  amendment  shall be filed by\n        December 30 and shall be effective for payroll  periods  beginning on or\n        after the following January 1.\n\n               (b) Notwithstanding Section 4.4(a), an Eligible Executive may, in\n        the event of a severe  financial  hardship,  request a suspension of his\n        Salary Deferrals under the Plan. The request shall be made at a time and\n        in a manner determined by the  Administrator,  and shall be effective as\n        of such date as the Administrator  prescribes.  The Administrator  shall\n        apply standards, to the extent applicable,  identical to those described\n        in Section 6.3 in making its  determination.  The Eligible Executive may\n        apply to the  Administrator  to resume his Salary Deferrals with respect\n        to payroll  periods  beginning  on or after the January 1 following  the\n        date  of  suspension,  at a  time  and  in a  manner  determined  by the\n        Administrator;  provided,  that the  Administrator  shall  approve  such\n        resumption  only  if the  Administrator  determines  that  the  Eligible\n        Executive is no longer  incurring  such  hardship.  Notwithstanding  the\n        preceding,   following  a  Change  of   Control,   such  action  by  the\n        Administrator is subject to approval by the Benefits Trust Committee.\n\n        4.5    Certain Additional Credits:\n\n        On each Valuation Date, there shall be credited  Matching Credits to the\n        Retirement Sub-account(s) of an Eligible Executive determined as\n        follows:\n\n               (a)    For payroll  periods  prior to the  inception of Basic\n        Salary  Deferrals  hereunder,  the greater of (b)(i) or (ii)\n\n               (b) For payroll  periods during which Basic Salary  Deferrals are\n        effective, the greater of (i) or (iii), minus (iv), where\n\n                      (i)    is the employer matching contributions the Eligible\n                             Executive would have received under the Tax Savings\n                             Thrift   Plan  if  the   provisions   of   Sections\n                             401(k)(3),  401(m)(9)  and 415 of the  Code had not\n                             applied to the Tax Savings Thrift Plan; and\n\n                      (ii)   is an  amount  determined  as 3% of the  Eligible\n                             Executive's  additional  Salary  Deferrals; and\n                      (iii)  is the employer matching contributions the Eligible\n                             Executive would have received under the Tax Savings\n                             Thrift  Plan if his  deferrals  under this Plan had\n                             been contributed to the Tax Savings Thrift Plan (in\n                             addition to those amounts  actually  contributed to\n                             that Plan),  based on  \"Compensation\" as defined in\n                             this  Plan  and as if the  provisions  of  Sections\n                             401(a)(17), 401(k)(3), 401(m)(2), 401(m)(9) and 415\n                             of the  Code  had not  applied  to the Tax  Savings\n                             Thrift Plan; and\n\n                      (iv)   is the employer matching  contributions made on his\n                             behalf for the applicable period to the Tax Savings\n                             Thrift Plan.\n\n        No Matching Credits shall be credited to a Member's Education\n        Sub-account.\n\n\n                       ARTICLE 5. MAINTENANCE OF ACCOUNTS\n                       ----------------------------------\n\n        5.1    Adjustment of Account:\n\n               (a) As of each  Valuation  Date each Account (and, if applicable,\n        each  Sub-account)  shall be  credited  or  debited  with the  amount of\n        earnings or losses with which such Sub-account  would have been credited\n        or  debited,  assuming it had been  invested  in one or more  investment\n        funds, or earned the rate of return of one or more indices of investment\n        performance, designated by the Administrator and, if applicable, elected\n        by the Member or former Member, for purposes of measuring the investment\n        performance of his Sub-accounts.\n\n               (b) The  Administrator  shall  designate at least one  investment\n        fund  or  index  of  investment  performance  and  may  designate  other\n        investment  funds  or  investment  indices  to be  used to  measure  the\n        investment   performance  of  Accounts.  The  designation  of  any  such\n        investment  funds or indices shall not require the Affiliated  Companies\n        to invest or earmark their general  assets in any specific  manner.  The\n        Administrator  may change the designation of investment funds or indices\n        from time to time, in its sole discretion, and any such change shall not\n        be deemed  to be an  amendment  affecting  Members'  or former  Members'\n        rights under Section 7.2.\n\n               (c) For  purposes  of Section  5.1(a),  the portion of a Member's\n        Retirement  Sub-accounts  attributable  to  Matching  Credits  shall  be\n        credited or debited with  earnings or losses based upon the  performance\n        of \"Fund E\" (CSX Stock Fund) under the Tax Savings Thrift Plan.\n\n               (d) As of  February  1,  1989,  there  shall be  credited  to the\n        Account of each Eligible  Executive who participated in the Supplemental\n        Benefit Plan of Sea-Land Corporation and Affiliated Companies the amount\n        of  deferred  compensation  under  that  plan  as of  January  31,  1989\n        attributable  to amounts  credited  under  that plan for the  purpose of\n        restoring  contributions  to a  defined  contribution  plan  which  were\n        limited by Section  415 of the Code.  Such  amounts  shall be treated as\n        Salary  Deferrals  under the Plan,  and unless  transferred  pursuant to\n        Section 5.3(a),  shall earn the same rate of return as the CSX Cash Pool\n        Earnings Rate.\n\n        5.2    Investment Performance Elections:\n\n               (a) In the  event  the  Administrator  designates  more  than one\n        investment  fund or index of investment  performance  under Section 5.1,\n        each Member and, if  applicable,  former  Member,  shall file an initial\n        investment   election  with  the  Administrator   with  respect  to  the\n        investment of his Salary  Deferrals  within such time period and on such\n        form as the  Administrator  may prescribe.  The election shall designate\n        the  investment  fund  or  funds  or  index  or  indices  of  investment\n        performance which shall be used to measure the investment performance of\n        the Member's Salary Deferrals. The election shall be effective as of the\n        beginning of the payroll  period next following the date the election is\n        filed. The election shall be in increments of 1%.\n\n               (b) In the  event  the  Administrator  designates  more  than one\n        investment  fund or index under  Section 5.1,  each Member shall file an\n        initial  investment  election  each  calendar year in which he defers an\n        Award with respect to the amount  deferred.  The election  shall be made\n        within such time period and on such form as the Administrator prescribes\n        and shall be in  increments of 1% of the amount  deferred.  The election\n        shall be effective on the Valuation Date on which the amount  determined\n        is credited to the Member's Account.\n\n               (c) A Member may not elect separate  investment  funds or indices\n        of investment performance with respect to each Sub-account.\n\n        5.3    Changing Investment Elections:\n\n               (a) A Member may  change his  election  in  Section  5.2(a)  with\n        respect to his future Salary Deferrals,  no more than once each calendar\n        quarter, by filing an appropriate written notice with the Administrator.\n        The notice shall be effective as of the  beginning of the first  payroll\n        period following the date the notice is filed with the Administrator.\n\n               (b) A Member or, if applicable,  former Member may reallocate the\n        current balance of his Retirement and\/or Education Sub-accounts, thereby\n        changing the investment  fund or funds or index or indices of investment\n        performance  used to measure the future  investment  performance  of his\n        existing Account balance,  by filing an appropriate  written notice with\n        the  Administrator.  Each  Retirement  or Education  Sub-account  may be\n        reallocated  separately.  The election shall be effective as of the last\n        business day of the calendar  quarter  following  the month in which the\n        notice is filed.  No election  under this Section  5.3(b) shall apply to\n        the portion of a Member's Account attributable to Matching Credits.\n\n        5.4    Vesting of Account:  Each Member shall be fully vested in his\n        Account.\n\n        5.5    Individual Accounts:  The Administrator shall maintain,  or cause\n        to be maintained, records showing the individual balances of each\n        Account and each Sub-account. At least once a year, each Member and, if\n        applicable, former Member shall be furnished  with a statement  setting\n        forth the value of his Account and his Sub-accounts.\n\n        5.6    Action Following a Change of Control: Following a Change of\n        Control, any action taken by the Administrator  pursuant to this Article\n        5 is subject to the approval of the Benefits Trust Committee.\n\n\n                         ARTICLE 6. PAYMENT OF BENEFITS\n                         ------------------------------\n\n        6.1    Commencement of Payment:\n\n               (a) The  distribution of the Member's or former Member's  Account\n        shall  commence,  pursuant to Section 6.2, on or after the occurrence of\n        (i),  (ii),  (iii) or (iv)  below,  as  designated  by the  Member  as a\n        Distribution Option election:\n\n                     (i)     the Member's termination of employment with the\n                             Affiliated Companies,\n\n                    (ii)     attainment  of a designated  age not earlier than\n                             age 59-1\/2 (on or after  January 1, 1995 age 50)\n                             nor later than age 70-1\/2,\n\n                   (iii)     the earlier of (i) or (ii) above, or\n\n                    (iv)     the later of (i) or (ii) above.\n\n               In the event a Member elects  either (ii) or (iii) above,  he may\n        not elect an age less than three years subsequent to his current age. If\n        a Member  elects to defer an Award  identified  in  Section  1.4(ii)  (a\n        payment from the CSX Market Value Cash Plan),  such deferral must extend\n        the  commencement of distribution  beyond December 31, 2004. A Member or\n        former Member shall not change his  Distribution  Option election of the\n        designation  of the event  which  entitles  him to  distribution  of his\n        Account, except as provided in Section 6.1(c) below; provided,  however,\n        no change in Distribution Option election shall be allowed if it results\n        in changing the deferral of  commencement  of  distribution  of an Award\n        identified  in Section  1.4(ii) to a time  before  January 1, 2005.  For\n        purposes  of this Plan and  particularly  this  Section  6.1(a),  if the\n        Member's employer is involved in a Divisive Transaction, the Member will\n        not be considered to have  terminated his employment  with an Affiliated\n        Company until his employment with his employer terminates.\n\n               (b)  Effective  January 1, 1995, a Member or former Member shall,\n        pursuant  to Section  6.9, be  eligible  to make a  Distribution  Option\n        election  of  the  designation  of  the  event  which  entitles  him  to\n        distribution of his Account in the event of a Change of Control.\n\n               (c) A Member or former Member may change his Distribution  Option\n        election  of  the  designation  of  the  events  which  entitle  him  to\n        distribution of his Account under Section 6.1(a) and Section 6.1(b),  as\n        follows:\n\n                      (i)    A Member or former  Member may make a request in\n                             writing to the Administrator to defer the  Member's\n                             designated  distribution  event  under  Section\n                             6.1(a).  The   requests  must be filed  with the\n                             Administrator  at least one year  prior to when\n                             distribution  would  commence  based  on the\n                             current  designation.  The  deferral  requests must\n                             specify a distribution  event described in Section\n                             6.1(a),  shall be subject to approval of the\n                             Administrator  and, if approved, shall be effective\n                             as  of the date that is one year after the  request\n                             is filed with the  Administrator.   If the Member's\n                             current  distribution  event will occur upon his\n                             termination  of   employment  and the  Member's\n                             employment  terminates  within  one year  after the\n                             deferral request  is  made,  the  deferral  request\n                             shall not be effective.  A deferral request  under\n                             this Section  6.1(c)(i)  shall not result in a\n                             forfeiture of the Member's or former Member's\n                             Account.\n\n                      (ii)   Notwithstanding  Section  6.1(c)(i),  a Member or\n                             former  Member  may  change  his   designated\n                             distribution  event under Section 6.1(a) or 6.1(b),\n                             no more frequently  than once in any calendar year,\n                             by filing with the  Administrator  an amendment to\n                             his  Distribution  Option election on or before\n                             December 30 (or the last preceding  business  day\n                             if  December 30 is not a  weekday).  The change\n                             shall be limited to  those events  entitling a\n                             Member to a  distribution  that are described in\n                             Section  6.1(a),  shall be subject to  approval  of\n                             the  Administrator  and,  if  approved,   shall be\n                             effective  as of the last  Valuation  Date of the\n                             calendar  year in which   the  change is filed.\n                             Unless  the  election  complies  with the\n                             requirements  of Section  6.1(c)(i),  or unless the\n                             provisions of Section 6.1(e) apply, an election\n                             under this  Section  6.1(c)(ii)  shall  result in\n                             the  forfeiture  of five percent  (5%) of the\n                             Member's or former  Member's  Account,  determined\n                             as of the Valuation Date  upon  which the  election\n                             is  effective.  If the  Member  or former  Member\n                             changes  the  form  in  which  his  Account  is to\n                             be  distributed  under  Section  6.2(c)(ii)  at the\n                             same  time as he  changes  his  designated\n                             distribution event under this  Section  6.1(c)(ii),\n                             the  combined  forfeitures  will be five percent\n                             (5%) of the Member's or former  Member's  Account,\n                             determined as of the Valuation  Date upon which the\n                             election is effective.\n\n               (d) Notwithstanding  anything in this Section 6.1 or Article 9 to\n        the contrary, a Member's Account shall be distributed upon his death.\n\n               (e) A Member may not change the  designation  of the event  which\n        entitles  him to  distribution  of one or more  Education  Sub-accounts,\n        except that a Member may  transfer  the entire  amount in any  Education\n        Sub-account to one or more other Education  Sub-accounts and one or more\n        of his Retirement Sub-accounts, or any combination thereof, subject to a\n        possible   forfeiture  of  five  percent  (5%)  of  the  Sub-account  so\n        transferred, as provided in Article 9.\n\n               (f) Notwithstanding the foregoing,  prior to a Change of Control,\n        the  Corporation  may delay  payment of a benefit under this Plan to any\n        Member  who is  determined  to be among  the top five most  highly  paid\n        executives  for the year the benefit under this Plan would  otherwise be\n        paid;  provided,  however, if a Member's payment is delayed, the benefit\n        to  which  he is  entitled  will not  decrease  after  the date it would\n        otherwise be distributed.\n\n               (g) Notwithstanding the preceding, following a Change of Control,\n        the authority to delay payment of a Member's or former Member's  Account\n        rests solely with the Benefits Trust Committee.\n\n        6.2    Method of Payment:\n\n               (a) A Member's or former Member's Retirement Sub-account(s) shall\n        be distributed to him, or in the event of his death to his  Beneficiary,\n        in a cash  single sum  payment as soon as  administratively  practicable\n        following the January 1 coincident  with or next  following the date the\n        Member incurs the  Distribution  Option elected under Section 6.1 or his\n        date of death, as the case may be. Matching Credits earned in respect to\n        periods  following  the date of such  distributable  event shall be paid\n        directly to the Member in cash as soon as practical. Notwithstanding the\n        foregoing,  a Member or former  Member  may make a  Distribution  Option\n        election  to  receive   distribution   of  his  Account  in  semi-annual\n        installments over a period not to exceed twenty (20) years. Installments\n        shall be determined as of each June 30 and December 31 and shall be paid\n        as soon as administratively  practicable thereafter.  Installments shall\n        commence as of the July 1 or January 1 coincident with or next following\n        the  date  the  Member  incurs  the  distributable  event  elected  as a\n        Distribution  Option under  Section 6.1, or as soon as  administratively\n        practicable  thereafter.  The amount of each installment shall equal the\n        balance  in the  Account  as of the  Valuation  Date  of  determination,\n        divided  by  the  number  of  remaining   installments   (including  the\n        installment being determined). The Distribution Option election shall be\n        irrevocable  except as provided in Section 6.2(c) below.  If a Member or\n        former Member dies before  payment of the entire balance of his Account,\n        the remaining  balance shall be paid in a single sum to his  Beneficiary\n        as  soon  as  administratively   practicable  following  the  January  1\n        coincident with or next following his date of death.\n\n               (b)  Effective  January 1, 1995, a Member or former Member shall,\n        pursuant to Section  6.9,  be  eligible to make a separate  Distribution\n        Option  election of the form of payment of his Account in the event of a\n        Change of Control.\n\n               (c)  Notwithstanding  Section 6.2(a) and Section 6.2(b), a Member\n        or former Member may change the Distribution Option election of the form\n        in which his Account is distributed, as follows:\n\n                      (i)    A Member or former  Member may make a one-time\n                             request  to the  Administrator  to  change the form\n                             in which his Account is to be  distributed  under\n                             Section  6.2(a).   A Member or former  Member may\n                             also make a one-time  request to change the form in\n                             which his Account is to be  distributed  under\n                             Section  6.2(b).  The request must   be filed  in\n                             writing  with the  Administrator  at  least  one\n                             year  prior to when   distribution  would commence\n                             based on the current  designation.  The requests\n                             must   specify a form of distribution  described in\n                             Section  6.2(a),  shall be subject to   approval of\n                             the  Administrator  and, if  approved,  shall be\n                             effective  as of the    date that is one year after\n                             the  request is filed with the  Administrator.  If\n                             the  Member's  distribution  event will occur upon\n                             his  termination  of employment  and  the  Member's\n                             employment  terminates  within one year after the\n                             request is filed, the  request  shall not be\n                             effective.  A request  under  this  Section\n                             6.2(c)(i)  shall not result in a forfeiture of the\n                             Member's or former Member's Account.\n\n                      (ii)   Notwithstanding  Section 6.2(c)(i),  a Member or\n                             former Member may change the form    in which his\n                             Account is to be  distributed  under  Section\n                             6.2(a)  or 6.2(b),  no  more frequently  than once\n                             in any calendar year, by filing with the\n                             Administrator an amendment to his  Distribution\n                             Option  election on or before  December 30  (or\n                             the last  preceding  business  day if  December 30\n                             is not a weekday).  The change  shall be limited to\n                             those  forms of  distribution  described  in\n                             Section  6.2(a), shall be subject to  approval of\n                             the  Administrator  and,  if  approved,  shall be\n                             effective  as of the  last  Valuation  Date of the\n                             calendar  year in  which it is  filed.  Unless  the\n                             election  complies  with  the  requirements  for  a\n                             one-time  request  under  Section  6.2(c)(i),  or\n                             unless the  provisions  of Section  6.2(d)   apply,\n                             an election under this Section  6.2(c)(ii)  shall\n                             result in the forfeiture of five percent (5%)of the\n                             Member's or former  Member's  Account,  determined\n                             as of the  Valuation  Date upon which the  election\n                             is  effective.  If the Member or    former  Member\n                             changes  his  designated  distribution  event under\n                             this  Section  6.2(c)(ii)  at the same time as he\n                             changes  the form in which his Account is to be\n                             distributed  under  Section  6.1(c)(ii),  the\n                             combined  forfeiture  will  be five   percent  (5%)\n                             of the Member's or former  Member's  Account,\n                             determined  as of the Valuation Date upon which the\n                             election is effective.\n               (d) In the event the  Member's  Account  consists  of one or more\n        Retirement  Sub-accounts  and one or more  Education  Sub-accounts,  the\n        provisions of this Section 6.2 shall apply  exclusively  to the Member's\n        Retirement  Sub-accounts.  A Member may not change the form in which his\n        Education  Sub-accounts  are  distributed,  except  that  a  Member  may\n        transfer the entire amount in any Education  Sub-account  to one or more\n        other Education Sub-accounts and one or more Retirement Sub-accounts, or\n        any  combination  thereof,  subject  to a  possible  forfeiture  of five\n        percent (5%) of the Sub-account so  transferred,  as provided in Article\n        9.\n\n        6.3    Applicability:  In the event the Member's Account consists of one\n        or     more    Retirement  Sub-accounts  and  one   or  more   Education\n        Sub-accounts, the provisions of Sections 6.1(a) and 6.1(c) and 6.2 shall\n        apply  exclusively to the Member's Retirement Sub-accounts.\n\n        6.4    Account  Adjustment: The obligations of the Corporation or any of\n        its affiliated corporations  and  the  benefits due  any  Member, former\n        Member, surviving  spouse  or  beneficiary  hereunder  shall be  reduced\n        by any  amount received in regard  thereto  under the Benefits Assurance\n        Trust or any similar trust or other vehicle.\n\n        6.5    Hardship Withdrawal:\n\n               (a) While employed by the  Participating  Companies,  a Member or\n        former Member may, in the event of a severe financial hardship,  request\n        a withdrawal  from his Account.  The request shall be made in a time and\n        manner  determined  by the  Administrator,  shall  not be for a  greater\n        amount than the amount  required  to meet the  financial  hardship,  and\n        shall be subject to approval by the Administrator.\n\n               (b)    For purposes of this Section 6.5 financial hardship shall\n                      include:\n\n                      (i)    education of a dependent  child where the Member or\n                             former  Member  shows that  without the  withdrawal\n                             under  this   Section   the   education   would  be\n                             unavailable to the child;\n\n                     (ii)    illness  of  the  Member  or  former   Member  or\n                             his dependents,  resulting in severe financial\n                             hardship to the Member or former Member;\n\n                    (iii)    the loss of the  Member's  or  former Member's home\n                             or its contents, to the extent  not reimbursable by\n                             insurance or otherwise, if such loss results in a\n                             severe financial  hardship to the  Member or former\n                             Member;\n\n                     (iv)    any  other  extraordinary   circumstances   of  the\n                             Member  or  former  Member   approved by the\n                             Administrator if such circumstances  would  result\n                             in a present or  impending  critical financial need\n                             which the Member or former Member is   unable to\n                             satisfy with funds reasonably available  from other\n                             sources.\n\n               (c) Notwithstanding the preceding, following a Change of Control,\n        any decisions or determinations by the Administrator  under this Section\n        6.5 shall be subject to the approval of the Benefits Trust Committee.\n\n        6.6    Designation of Beneficiary: A Member or former Member may, at a\n        time and in a manner determined by the Administrator, designate a\n        beneficiary and one or more  contingent  beneficiaries  (which may\n        include  the  Member's or former Member's  estate) to receive any\n        benefits  which may be payable  under this Plan upon his death. If the\n        Member or former Member do not designate a beneficiary or contingent\n        beneficiary,  or if the beneficiary and the contingent  beneficiaries do\n        not survive the Member or former  Member,  such benefits shall be paid\n        to the Member's  or former  Member's  estate.  A Member or former Member\n        may revoke or change  any  designation  made  under  this  Section  6.6\n        in a time  and  manner determined by the Administrator.\n\n        6.7    Special Distribution Rules: Notwithstanding anything to the\n        contrary in this Plan,  if (a) a Member or former Member  becomes the\n        owner,  director or employee of a competitor  of the  Affiliated\n        Companies, (b) his  employment is terminated  by an  Affiliated  Company\n        on account of actions by the Member which are detrimental to the\n        interests of the Affiliated Company, or (c) he engages in conduct\n        subsequent to the  termination  of his  employment  with the Affiliated\n        Companies which the Administrator  determines to be detrimental to the\n        interests of an Affiliated  Company, then the Administrator  may, in its\n        sole discretion, pay the Member or former Member a single sum payment\n        equal to the balance in his Account.  The single sum payment shall be\n        made as soon as practicable  following the date the Member or former\n        Member becomes an owner, director or employee of a competitor,  his\n        termination of employment or the Administrator's  determination of\n        detrimental  conduct,  as the case may be, and shall be in lieu of all\n        other benefits which may be payable to the Member or former Member under\n        this Plan.\n\n        6.8    Status of Account  Pending  Distribution:  Pending  distribution,\n        a former Member's  Account (and, if applicable,  a former  Member's\n        Sub-accounts) shall  continue to be credited  with  earnings and losses\n        as provided in Section 5.1.  The former  Member  shall be entitled to\n        change his  investment  elections under  Section 5.3 or apply for\n        Hardship  withdrawals  under  Section 6.5 to the same  extent as if he\n        were a Member of the Plan.  In the event of the death of a Member or\n        former Member,  his  Sub-accounts  shall be credited with earnings and\n        losses  as if the  Sub-accounts  had  earned  the same rate of return as\n        the CSX Corporation  Cash  Pool  Earnings  Rate  or,  in  the  sole\n        discretion  of  the Administrator,  the rate of return of such other\n        index of investment performance or investment fund which may be\n        designated by the Administrator as a measure for investment  performance\n        of  Members' or  former  Members'  Accounts (and,  if applicable,  their\n        Sub-accounts),  commencing with the Valuation Date coincident with or\n        next following the Member's or former Member's date of death.\n\n        6.9  Installments  and  Withdrawals   Pro-Rata:   In  the  event  of  an\n        installment payment or hardship withdrawal,  such payment or withdrawal\n        shall be made on a pro-rata  basis from the portions of the  Member's or\n        former  Member's existing Account balance which are subject to different\n        measures of investment performance. In the event of a hardship\n        withdrawal, the withdrawal shall be made on a pro-rata basis from all of\n        the Member's or former Member's Sub-accounts.\n\n        6.10   Change of Control:\n\n               (a) If a Change of Control  has  occurred,  the  Corporation  and\n        Participating  Companies shall  contribute to the Trust within 7 days of\n        such Change of Control,  a lump sum payment  equal to the greater of (i)\n        the aggregate  value of the amount each Member or former Member would be\n        eligible  to  receive  (determined  under (b)  below)  as of the  latest\n        Valuation  Date  coinciding  with or  preceding  the date of  Change  of\n        Control or (ii) the amount  determined  under  Section 1(h) of the Trust\n        attributable  to  liabilities  relating  to the Plan to the extent  such\n        amounts are not already in the Trust.  The aggregate value of the amount\n        of the lump sum to be  contributed to the Trust pursuant to this Section\n        6.10  shall  be  determined  by  the   Independent   Accountants   after\n        consultation  with the entity then  maintaining the Plan's records,  and\n        shall be projected,  if necessary,  to such Valuation Date from the last\n        valuation of Members' or former Members'  Accounts for which information\n        is readily  available.  Thereafter,  the Independent  Accountants  shall\n        annually  determine  as of a  Valuation  Date for each  Member or former\n        Member not receiving a lump sum payment pursuant to subsection (b) below\n        the value of each Member or former Member's Accounts. To the extent that\n        the value of the assets  held in the Trust  relating to this Plan do not\n        equal the aggregate amount described in the preceding  sentence,  at the\n        time of the valuation, as determined by the Independent Accountants, the\n        Corporation   and   Participating   Companies  shall  make  a  lump  sum\n        contribution to the Trust equal to the difference.\n\n               (b) In the event a Change of Control has occurred, the trustee of\n        the Trust shall,  within 45 days of such Change of Control,  pay to each\n        Member or former Member not making an election  under (c) below,  a lump\n        sum  payment  equal to the  value of the  Member's  or  former  Member's\n        Accounts   (determined  under  Article  5)  as  of  the  Valuation  Date\n        coinciding  with or next  preceding  the date of such Change of Control.\n        The amount of each Member's or former Member's lump sum payment shall be\n        determined by the Independent  Accountants  after  consultation with the\n        entity then maintaining the Plan's records,  and shall be projected,  if\n        necessary, to such Valuation Date from the last valuation of Member's or\n        former Member's Accounts for which information is readily available.\n\n               (c) Each  Member or former  Member may elect in a time and manner\n        determined by the Administrator, but in no event later than December 31,\n        1996,  or the  occurrence  of a Change of Control,  if earlier,  to have\n        amounts and benefits  determined and payable under the terms of the Plan\n        as if a Change of Control had not occurred.  New Members of the Plan may\n        elect in a time and manner  determined by the  Administrator,  but in no\n        event later than 90 days after  becoming a Member,  to have  amounts and\n        benefits  determined  and  payable  under  the terms of the Plan as if a\n        Change of Control had not  occurred.  A Member or former  Member who has\n        made an election,  as set forth in the two preceding sentences,  may, at\n        any time and from time to time, change that election; provided, however,\n        a change of election that is made within one year of a Change of Control\n        shall be invalid.\n\n               (d)  Notwithstanding  anything in the Plan to the contrary,  each\n        Member or former  Member  who has made an  election  under (c) above may\n        elect within 90 days following a Change of Control, in a time and manner\n        determined  by the  Benefits  Trust  Committee,  to  receive  a lump sum\n        payment  calculated  under the provisions of (b) above  determined as of\n        the  Valuation  Date  next  preceding  such  payment,  except  that such\n        calculated  amount  shall be reduced by 5% and such  reduction  shall be\n        irrevocably forfeited by the Member or former Member.  Furthermore, as a\n        result of such election,  the Member or former Member shall no longer be\n        eligible to  participate  or otherwise  benefit from the Plan.  Payments\n        under this  subsection (d) shall be made not later than 7 days following\n        receipt by the  Corporation of a Member's or former  Member's  election.\n        The Benefits Trust Committee  shall, no later than 7 days after a Change\n        of Control has  occurred,  give written  notification  to each Member or\n        former Member  eligible to make an election under this  subsection  (d),\n        that a Change of Control  has  occurred  and  informing  such  Member or\n        former Member of the availability of the election.\n\n\n                       ARTICLE 7. AMENDMENT OR TERMINATION\n                       -----------------------------------\n\n        7.1    Right to Terminate:\n\n               (a) Prior to a Change of  Control,  the  Board  may,  in its sole\n        discretion,  terminate this Plan and the related Deferral  Agreements at\n        any time. Following a Change of Control, this Plan may not be terminated\n        without the approval of the Benefits Trust Committee.\n\n               (b) Prior to a Change of Control,  the Committee may terminate an\n        Affiliated  Company's  participation as a Participating  Company in this\n        Plan for any  reason at any time.  Following  a Change  of  Control,  an\n        Affiliated  Company  may  not  be  terminated  from  participation  as a\n        Participating   Company  without  the  consent  of  the  Benefits  Trust\n        Committee.\n\n               (c) Prior to a Change of Control,  an Affiliated  Company's board\n        of directors may terminate that Affiliated Company's  participation as a\n        Participating  Company for any reason at any time. Following a Change of\n        Control,  an  Affiliated  Company's  participation  as  a  Participating\n        Company may not be terminated  without the consent of the Benefits Trust\n        Committee.\n\n               (d) In the event the Plan and  related  Deferral  Agreements  are\n        terminated,  each Member,  former Member and Beneficiary shall receive a\n        single sum payment  equal to the balance in his Account.  The single sum\n        payment shall be made as soon as practicable following the date the Plan\n        is  terminated  and shall be in lieu of any other  benefit  which may be\n        payable to the Member, former Member or Beneficiary under this Plan.\n\n        7.2  Right to Amend: Prior to a Change of Control, the Board may, in its\n        sole discretion,  amend this Plan and the related Deferral  Agreements\n        on 30 days prior notice to the Members and, where  applicable,  former\n        Members.  Following a Change of Control,  all  amendments to this Plan\n        are subject to the approval of the Benefits  Trust  Committee.  If any\n        amendment to this Plan or to the Deferral  Agreements  shall adversely\n        affect the rights of a Member or former Member,  such  individual must\n        consent in writing to such amendment  prior to its effective  date. If\n        such  individual  does  not  consent  to the  amendment,  the Plan and\n        related  Deferral  Agreements  shall be deemed to be  terminated  with\n        respect to such  individual  and he shall receive a single sum payment\n        of his Account as soon thereafter as is  practicable.  Notwithstanding\n        the foregoing,  the Administrator's  change in any investment funds or\n        investment  index under Section  5.1(b) or the  restriction  of future\n        deferrals under the salary deferral  program or award deferral program\n        shall  not be  deemed  to  adversely  affect  any  Member's  or former\n        Member's rights.\n\n        7.3  Uniform  Action:  Notwithstanding  anything  in  the  Plan  to  the\n        contrary,  any action to amend or terminate the Plan or the Deferral\n        Agreements must be taken in a uniform and  nondiscriminatory  manner.\n        Notwithstanding  the preceding,  any such  action  taken by the\n        Administrator  following a Change of Control is subject to the approval\n        of the Benefits Trust Committee.\n\n\n                          ARTICLE 8. GENERAL PROVISIONS\n                          -----------------------------\n\n        8.1  No  Funding:  Nothing  contained  in  this  Plan  or in a  Deferral\n        Agreement  shall  cause this Plan to be a funded  retirement  plan.\n        Neither the Member,  former Member,  his  beneficiary,  contingent\n        beneficiaries,  heirs or personal  representatives shall have any right,\n        title or interest in or to any funds of the Trust or the  Affiliated\n        Companies  on  account of this Plan or on account of having completed a\n        Deferral  Agreement.  The assets held in the Trust shall be subject to\n        the claims of creditors of the Corporation,  and the Trust's assets\n        Shall be used to discharge said claims in the event of the Corporation's\n        insolvency.  Each  Member or former  Member  shall  have the status of a\n        general unsecured creditor of the Affiliated  Companies and this Plan\n        constitutes a mere promise by the Affiliated Companies to make benefit\n        payments in the future.\n\n        8.2 Obligation: To the extent reflected by resolutions of the applicable\n        boards of directors, obligations for benefits under this Plan shall be\n        joint and several.\n\n        8.3 No  Contract  of  Employment:  The  existence  of this  Plan or of a\n        Deferral  Agreement  does not  constitute  a contract for  continued\n        employment between  an  Eligible  Executive  or a Member  and an\n        Affiliated  Company.  The Affiliated  Companies  reserve  the right to\n        modify an Eligible  Executive's  or Member's remuneration and to\n        terminate an Eligible Executive or a Member for any reason  and at any\n        Time,  notwithstanding  the  existence  of this Plan or of a Deferral\n        Agreement.\n\n        8.4 Withholding  Taxes:  All payments under this Plan shall be net of an\n        amount sufficient to satisfy any federal, state or local withholding and\n        payroll tax requirements.\n\n        8.5 Nonalienation:  The right to receive any benefit under this Plan may\n        not be transferred,  assigned, pledged or encumbered by a Member, former\n        Member, beneficiary  or  contingent  beneficiary  in any manner and any\n        attempt to do so shall be void.  No such benefit shall be subject to\n        garnishment,  attachment or other  legal or  equitable  process  without\n        the prior  written  consent of the Affiliated  Companies.\n        Notwithstanding  the  preceding,  following  a Change of Control,  the\n        Administrator  shall not implement such action without the consent of\n        the Benefits Trust Committee.\n\n        8.6    Administration:\n\n               (a) Prior to a Change of Control,  the  Administrator of the Plan\n        shall be responsible for the general  administration of the Plan, claims\n        review, and for carrying out its provisions.  Administration of the Plan\n        shall be carried out  consistent  with the terms and  conditions  of the\n        Plan.\n\n               (b) Following a Change of Control,  the Benefits Trust  Committee\n        may remove and\/or replace the Administrator.\n\n               (c) The Administrator  shall have sole and absolute discretion to\n        interpret  the  Plan,   determine   eligibility  for  and  benefits  due\n        hereunder.  Decisions of the Administrator  regarding benefits under the\n        Plan shall at all times be binding  and  conclusive  on  Members,  their\n        beneficiaries,   heirs  and  assigns.   Notwithstanding  the  preceding,\n        following a Change of Control, final benefit determinations for Members,\n        their  beneficiaries,  heirs and assigns and decisions regarding benefit\n        claims  under the Plan shall rest with the Benefits  Trust  Committee or\n        its delegate in its sole and absolute discretion.\n\n               (d)  Prior  to  paying  any   benefit   under   this  Plan,   the\n        Administrator  may require the Member or former  Member,  beneficiary or\n        contingent  beneficiary  to provide such  information or material as the\n        Administrator,  in its sole  discretion,  shall deem necessary for it to\n        make any  determination  it may be required to make under this Plan. The\n        Administrator  may withhold payment of any benefit under this Plan until\n        it  receives  all  such  information  and  material  and  is  reasonably\n        satisfied of its correctness and genuineness.  The  Administrator  shall\n        provide  adequate  notice  in  writing  to any  Member,  former  Member,\n        beneficiary  or contingent  beneficiary  whose claim for benefits  under\n        this Plan has been denied,  setting forth the specific  reasons for such\n        denial. A reasonable  opportunity  shall be afforded to any such Member,\n        former Member, beneficiary or contingent beneficiary for a full and fair\n        review by the  Administrator  of its  decision  denying  the claim.  The\n        Administrator's  decision on any such review  shall be final and binding\n        on the Member, former Member,  beneficiary or contingent beneficiary and\n        all  other   interested   persons.   All  acts  and   decisions  of  the\n        Administrator  shall be final  and  binding  upon  all  Members,  former\n        Members,  beneficiaries,  contingent  beneficiaries and employees of the\n        Affiliated Companies.  Notwithstanding the preceding, following a Change\n        of Control,  any and all decisions by the  Administrator  are subject to\n        the approval of the Benefits Trust Committee.\n\n               (e)  Prior to a Change  of  Control,  the  Committee  in its sole\n        discretion  and upon such  terms as it may  prescribe,  may  permit  any\n        company  or  corporation  directly  or  indirectly   controlled  by  the\n        Corporation to participate in the Plan. After a Change of Control,  such\n        permission must be approved by the Benefits Trust Committee.\n\n        8.7    Construction:\n\n               (a) The Plan is  intended  to  constitute  an  unfunded  deferred\n        compensation  arrangement  for a select  group of  management  or highly\n        compensated  employees and all rights hereunder shall be governed by and\n        construed in accordance with the laws of the Commonwealth of Virginia to\n        the extent not preempted by federal law.\n\n               (b) The masculine pronoun means the feminine wherever\n        appropriate.\n\n               (c) The  captions  inserted  herein are  inserted  as a matter of\n        convenience and shall not affect the construction of the Plan.\n\n\n                        ARTICLE 9. EDUCATION SUB-ACCOUNTS\n                        ---------------------------------\n\n        9.1    Education Sub-accounts:\n\n               (a)  Notwithstanding  any provision of this Plan to the contrary,\n        with respect to amounts  deferred under Salary  Deferral  Agreements and\n        Award  Deferral  Agreements  effective on or after  December 31, 1990, a\n        Member may direct the Administrator to establish a separate  sub-account\n        in the name of one or more of:\n\n                      (i)    each of the Member's children,\n\n                      (ii)   each of the Member's brothers, sisters, their\n                             spouses, the Member's spouse, or\n\n                      (iii)  each of the foregoing's lineal descendants, for the\n                             payment of their  expenses  directly or  indirectly\n                             arising from  enrollment in a college,  university,\n                             another   post-secondary   institution   of  higher\n                             learning  or a secondary  educational  institution.\n                             Each  sub-account   established  pursuant  to  this\n                             Section   9.1(a)   shall  be   referred  to  as  an\n                             \"Education Sub-account.\"\n\n               (b) The Member may instruct the  Administrator to allocate all or\n        a portion of any amount  deferred under an Award  Deferral  Agreement in\n        respect to an Award  granted  after  December 31, 1990 to one or more of\n        the Education Sub-accounts established pursuant to Section 9.1(a).\n\n               (c) A Member may  instruct the  Administrator  to allocate all or\n        any  portion  of the  amount  he defers  for  periods  commencing  after\n        December 31, 1990  pursuant to his Salary  Deferral  Agreement to one or\n        more of the  Education  Sub-accounts  established  pursuant  to  Section\n        9.1(a).\n\n               (d) Any  elections   pursuant  to  Sections   9.1(a)  and\n        9.1(b)  shall  be  made  in  whole percentages.\n\n               (e) No Matching Credits shall be allocated to any Education\n        Sub-account.\n\n        9.2    Distribution of  Education Sub-accounts:\n\n               (a)  Amounts  allocated  to one or more of a  Member's  Education\n        Sub-accounts  shall be  distributed to the Member upon the attainment of\n        the certain age of the Member, specifically designated by the Member for\n        this purpose with regard to that Sub-account.\n\n               (b) A Member or former  Member may transfer the entire amount but\n        not less than that amount in any  Education  Sub-account  to one or more\n        other  Education  Sub-accounts,   a  Retirement   Sub-account,   or  any\n        combination  thereof,  by filing the appropriate  form or forms with the\n        Administrator  not later than the last business day of the calendar year\n        preceding  the calendar  year in which  distribution  of that  Education\n        Sub-account  was  to  begin;   provided,   however,   if  such  transfer\n        accelerates  the timing of the payment to the  Member,  there shall be a\n        forfeiture  of five  percent  (5%) of the  Member's  or former  Member's\n        Sub-account  so  transferred,  determined as of the Valuation  Date upon\n        which the transfer is effective.  In no event may a Member  transfer all\n        or  any  portion  of  the  amount  in a  Retirement  Sub-account  to his\n        Education  Sub-accounts.  Except as provided in this  Section  9.2(b) or\n        9.2(c) below,  a Member or former Member may not change the time or form\n        of distribution of his Education Sub-accounts.\n\n               (c) In the  event  that  the  individual  for  whom an  Education\n        Sub-account is established dies while funds remain in that  Sub-account,\n        a Member or former Member may transfer without penalty the entire amount\n        but not less than that amount in that Sub-account in accordance with the\n        provisions of (i) or (ii) below:\n\n                      (i)    to  one or  more  existing  Education  Sub-accounts\n                             and\/or a new Education  Sub-account  established in\n                             accordance  with  the  provisions  of  Section  9.1\n                             hereof; or\n\n                      (ii)   to a Retirement Sub-account.\n\n        If a Member or former Member elects to transfer funds in accordance with\n        (ii) and he has not  previously  established  a Retirement  Sub-account,\n        such a Sub-account shall be established  automatically and the Member or\n        former  Member  promptly  thereafter  will be  required  to  execute  an\n        amendment to his Deferral Agreement which shall specify the option under\n        Section 6.1(a) which will entitle him to  distribution of the Retirement\n        Sub-account and the form of distribution under Section 6.2(a).\n\n               (d) A Member's or former Member's Education Sub-accounts shall be\n        distributed to him, or in the event of his death to his Beneficiary,  in\n        a cash  single  sum  payment  as  soon as  administratively  practicable\n        following the January 1 coincident  with or next  following the date the\n        Member incurs the  distributable  event or events  elected under Section\n        9.2(a) or his date of  death,  as the case may be.  Notwithstanding  the\n        foregoing,  a Member or former Member may elect to receive  distribution\n        of one or more of his Education Sub-accounts in semi-annual installments\n        over a  period  not to  exceed  six (6)  years.  Installments  shall  be\n        determined  as of each June 30 and December 31 and shall be paid as soon\n        as administratively practicable thereafter.  Installments shall commence\n        as of the June 30 or December 31 coincident  with or next  following the\n        date the Member  incurs the  distributable  event  elected under Section\n        9.2(a)  with  regard to a  Sub-account,  or as soon as  administratively\n        practicable  thereafter.  The amount of each installment shall equal the\n        balance in the applicable Education Sub-account as of the Valuation Date\n        of  determination,  divided  by the  number  of  remaining  installments\n        (including  the  installment  being  determined).  If a Member or former\n        Member dies before payment of the entire balance of all of his Education\n        Sub-accounts,  the  remaining  balance or balances,  as the case may be,\n        shall  be  paid  in  a  single  sum  to  his   Beneficiary  as  soon  as\n        administratively  practicable following the January 1 coincident with or\n        next following his date of death.\n\n        9.3  Construction:  To the extent  any  provision  in this  Article 9 is\n        inconsistent  with any other provision of this Plan, the provisions in\n        Article 9 shall govern.\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":[9539,9542],"class_list":["post-40705","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40705","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=40705"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40705"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40705"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40705"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}