{"id":40708,"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-csx6.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplementary-savings-and-incentive-award-deferral-plan-csx6","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplementary-savings-and-incentive-award-deferral-plan-csx6.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                     As Amended and Restated January 1, 1995\n                     (As Amended through December 31, 1997)\n\n\n                                TABLE OF CONTENTS\n\n                                                                            Page\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......................................1\n        1.7    Board of Directors..........................................  1\n        1.8    Change of Control...........................................  1\n        1.9    Code........................................................  2\n        1.10   Committee...................................................  2\n        1.11   Compensation................................................  3\n        1.12   Corporation.................................................  3\n        1.13   Deferral Agreement..........................................  3\n        1.14   Distribution Option(s)........................................3\n        1.15   Divisive Transaction........................................  3\n        1.16   Effective Date..............................................  3\n        1.17   Eligible Executive..........................................  3\n        1.18   Independent Accountant........................................3\n        1.19   Matching Credits............................................  3\n        1.20   Member......................................................  4\n        1.21   MICP........................................................  4\n        1.22   Participating Company.......................................  4\n        1.23   Plan........................................................  4\n        1.24   Salary Deferrals............................................  4\n        1.25   Salary Deferral Agreement...................................  4\n        1.26   Salary Deferral Percentage..................................  4\n        1.27   SMICP.......................................................  4\n        1.28   Subsidiary....................................................4\n        1.29   Tax Savings Thrift Plan.....................................  4\n        1.30   Trust.........................................................4\n        1.31   Valuation Date..............................................  7\n\nARTICLE 2.  MEMBERSHIP AND DEFERRAL AGREEMENTS.............................  4\n        2.1    In General..................................................  5\n        2.2    Modification of Initial Deferral Agreement..................  5\n        2.3    Termination of Membership; Re-employment....................  5\n        2.4    Change in Status............................................. 6\n        2.5    Membership Following a Change in Control......................6\n\nARTICLE 3.  AWARD DEFERRAL PROGRAM.......................................... 6\n        3.1    Filing Requirements.......................................... 7\n        3.2    Amount of Deferral........................................... 7\n        3.3    Crediting to Account......................................... 7\n\nARTICLE 4.  SALARY DEFERRAL PROGRAM......................................... 7\n        4.1    Filing Requirements.......................................... 8\n        4.2    Salary Deferral Agreement.................................... 8\n        4.3    Amount of Salary Deferrals................................... 8\n        4.4    Changing Salary Deferrals.................................... 8\n        4.5    Certain Additional Credits................................... 9\n\nARTICLE 5.  MAINTENANCE OF ACCOUNTS........................................ 10\n        5.1    Adjustment of Account....................................... 10\n        5.2    Investment Performance Elections............................ 11\n        5.3    Changing Investment Elections............................... 11\n        5.4    Vesting of Account.......................................... 11\n        5.5    Individual Accounts......................................... 11\n        5.6    Action Following a Change of Control.........................11\n\nARTICLE 6.  PAYMENT OF BENEFITS............................................ 11\n        6.1    Commencement of Payment..................................... 13\n        6.2    Method of Payment........................................... 14\n        6.3    Applicability............................................... 14\n        6.4    Hardship Withdrawal......................................... 14\n        6.5    Designation of Beneficiary.................................. 15\n        6.6    Special Distribution Rules.................................. 15\n        6.7    Status of Account Pending Distribution...................... 15\n        6.8    Installments and Withdrawals Pro-Rata....................... 15\n        6.9    Change of Control........................................... 16\n\nARTICLE 7.  AMENDMENT OR TERMINATION....................................... 17\n        7.1    Right to Terminate.......................................... 17\n        7.2    Right to Amend.............................................. 17\n        7.3    Uniform Action.............................................. 17\n\nARTICLE 8.  GENERAL PROVISIONS............................................. 17\n        8.1    No Funding.................................................. 17\n        8.2    Obligation...................................................18\n        8.3    No Contract of Employment................................... 18\n        8.4    Withholding Taxes........................................... 18\n        8.5    Nonalienation............................................... 18\n        8.6    Administration.............................................. 18\n        8.7    Construction................................................ 19\n\nARTICLE 9.  POST-SECONDARY EDUCATION SUB-ACCOUNTS.......................... 19\n        9.1    Post-Secondary Education Sub-accounts....................... 19\n        9.2    Distribution of Post-Secondary Education Sub-accounts....... 20\n        9.3    Construction................................................ 21\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\n\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. The  Administrator  also may\nestablish  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,  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\nto him in the  succeeding  year under the MICP and\/or  SMICP or other  incentive\naward otherwise payable in cash as determined by the Committee.\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,  respectively,\n                         of  the  Outstanding   Corporation   Common  Stock  and\n                         Outstanding  Corporation Voting Securities  immediately\n                         prior to such Business  Combination  beneficially  own,\n                         directly or indirectly, more than 50% of, respectively,\n                         the then  outstanding  shares of  common  stock and the\n                         combined  voting power of the then  outstanding  voting\n                         securities  entitled to vote  generally in the election\n                         of  directors,  as the case may be, of the  corporation\n                         resulting  from such Business  Combination  (including,\n                         without limitation,  a corporation which as a result of\n                         such  transaction owns the Corporation or its principal\n                         subsidiary or all or substantially all of the assets of\n                         the  Corporation  or its  principal  subsidiary  either\n                         directly  or  through  one  or  more  subsidiaries)  in\n                         substantially  the same proportions as their ownership,\n                         immediately  prior to such Business  Combination of the\n                         Outstanding  Corporation  Common Stock and  Outstanding\n                         Corporation Voting Securities, as the case may be;\n\n                    (ii) no Person  (excluding  any  corporation  resulting from\n                         such Business  Combination or any employee benefit plan\n                         (or  related   trust)  of  the   Corporation   or  such\n                         corporation  resulting from such Business  Combination)\n                         beneficially owns, directly or indirectly,  20% or more\n                         of, respectively, the then outstanding shares of common\n                         stock of the  corporation  resulting from such Business\n                         Combination  or the  combined  voting power of the then\n                         outstanding   voting  securities  of  such  corporation\n                         except to the extent that such ownership  existed prior\n                         to the Business Combination; and\n\n                    (iii)at least a  majority  of the  members  of the  board of\n                         directors resulting from such Business Combination were\n                         members  of the  Incumbent  Board  at the  time  of the\n                         execution of the initial agreement, or of the action of\n                         the Board of  Directors,  providing  for such  Business\n                         Combination; or\n\n               (d) Regulated Business Combination.  Approval by the shareholders\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  shareholders of\n        the  Corporation  of  a  complete  liquidation  or  dissolution  of  the\n        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) prior to January 1, 1995,  for purposes of the award deferral\n        described  in Article 3, 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               (b) on and after  January  1,  1995,  for  purposes  of the award\n        deferral program described in Article 3, such employee:  (i) is employed\n        by a Participating Company and is receiving  Compensation of one hundred\n        thousand  dollars  ($100,000) or more per year; or (ii) retired from the\n        Participating  Companies or terminated employment with the Participating\n        Companies on account of disability,  as determined by the Administrator,\n        and  was  receiving   Compensation  of  one  hundred   thousand  dollars\n        ($100,000)  or  more  per  year  at  the  time  of  such  retirement  or\n        termination; or\n\n               (c) prior to January 1, 1995, for purposes of the salary deferral\n        program described in Article 4, such employee is eligible for membership\n        in the Tax  Savings  Thrift  Plan and is  employed  in salary  grades 21\n        through 40 inclusive; or\n\n               (d) on and after  January  1,  1995 for  purposes  of the  salary\n        deferral  program  described in Article 4, such employee is eligible for\n        membership in the Tax Savings Thrift Plan and is receiving  Compensation\n        of one hundred thousand dollars ($100,000) or more per year; or\n\n               (e)  the  Chief  Executive  Officer  of  the  Corporation  or his\n        designee  may  designate  any other  employee  or former  employee of an\n        Affiliated Company as an Eligible  Executive;  provided,  however,  only\n        those employees or former  employees  considered to be a select group of\n        management  or  highly   compensated   may  be  designated  as  Eligible\n        Executives under this Plan.  Notwithstanding the preceding,  following a\n        Change of Control,  such designations are subject to the approval of the\n        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        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\n        Agreement 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\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\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:       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        3.1 Filing Requirements:\n\n               (a) At such time as the  Administrator may prescribe prior to the\n        close of  business  on December  30 in any  calendar  year,  an Eligible\n        Executive may elect to defer all or a portion of his Award,  if any, for\n        that year.  Such Award is determined and paid in the following  calendar\n        year. Such election shall be made by filing an Award Deferral  Agreement\n        with the Administrator on or before the close of business on December 30\n        of the  calendar  year for which the  Award is made.  In the event  that\n        December 30 does not fall on a weekday,  such filing must be made by the\n        close of business on the last prior business day.\n\n               (b) Notwithstanding  Section 3.1(a), an individual who becomes an\n        Eligible  Executive  after the calendar year for which an Award is made,\n        but  prior  to the  first  day of the  month  in  which  such  Award  is\n        determined  including  required action by the Board,  may elect to defer\n        all or a portion of that Award in accordance  with this Section  3.1(b).\n        Such election shall be made by filing an Award Deferral Agreement during\n        the 30 day or  shorter  period  beginning  on the  date  the  individual\n        becomes an Eligible  Executive  and ending no later than the last day of\n        the month preceding the month in which the Award is determined.\n\n               (c) An Eligible Executive's election to defer all or a portion of\n        his Award shall be effective  on the last day that such  deferral may be\n        elected under Section  3.1(a) or 3.1(b) and shall be effective  only for\n        the Award in question.  An Eligible  Executive  may revoke or change his\n        election to defer all or a portion of his Award at any time prior to the\n        date the election  becomes  effective,  as  described  in the  preceding\n        sentence.  Any such  revocation  or  change  shall be made in a form and\n        manner determined by the Administrator.\n\n               (d) 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               (e) 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) Prior to a Change of  Control,  in its sole  discretion,  the\n        Committee  may  establish  such maximum  limit on the amount of Award an\n        Eligible  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) The minimum  amount which an Eligible  Executive may defer in\n        any year shall be the lesser of $5,000 or the maximum amount  determined\n        under Section  3.2(a) above.  If an Eligible  Executive  elects to defer\n        less than this amount, his election shall not be effective.\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        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 Deferral\nAgreement shall authorize a reduction in his base pay with respect to his Salary\nDeferrals  under the Plan. The Agreement  shall be effective for payroll periods\nbeginning on or after the later of: (a) the Effective Date; or (b) the first day\nof the month following the date the Salary Deferral  Agreement is filed with the\nAdministrator  in  accordance  with Section 4.1.  Paychecks  applicable  to said\npayroll 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:  On each Valuation Date, there shall be\ncredited  Matching  Credits  to the  Retirement  Sub-account(s)  of an  Eligible\nExecutive determined as follows:\n\n               (a) For payroll  periods  prior to the  inception of Basic Salary\n        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  401(k)(3),\n                         401(m)(9)  and 415 of the Code had not  applied  to the\n                         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\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 been\n                         contributed to the Tax Savings Thrift Plan (in addition\n                         to those amounts  actually  contributed  to that Plan),\n                         based on  'Compensation' as defined in this Plan and as\n                         if the  provisions of Sections  401(a)(17),  401(k)(3),\n                         401(m)(2),  401(m)(9)  and  415 of  the  Code  had  not\n                         applied to the Tax Savings 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 Sub-account.\n\n\n\n\n\n\n                       ARTICLE 5. MAINTENANCE OF ACCOUNTS\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\n\n\n\n\n\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\nAccount.\n\n        5.5 Individual Accounts:  The Administrator shall maintain,  or cause to\nbe maintained,  records showing the individual balances of each Account and each\nSub-account. At least once a year, each Member and, if applicable, former Member\nshall be furnished  with a statement  setting forth the value of his Account and\nhis Sub-accounts.\n\n        5.6 Action Following a Change of Control: Following a Change of Control,\nany action taken by the  Administrator  pursuant to this Article 5 is subject to\nthe approval of the Benefits Trust Committee.\n\n\n                         ARTICLE 6. PAYMENT OF BENEFITS\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 age\n                         59-1\/2  (on or after  January 1, 1995 age 50) nor later\n                         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 not\n        elect an age less than three (3) years  subsequent to his current age. A\n        Member or  former  Member  shall  not  change  his  Distribution  Option\n        election  of  the  designation  of  the  event  which  entitles  him  to\n        distribution of his Account, except as provided in Section 6.1(c) below.\n        For 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 writing\n                         to the  Administrator to defer the Member's  designated\n                         distribution  event under Section 6.1(a).  The requests\n                         must be filed with the  Administrator at least one year\n                         prior to when distribution  would commence based on the\n                         current designation. The deferral requests must specify\n                         a distribution event described in Section 6.1(a), shall\n                         be subject to  approval  of the  Administrator  and, if\n                         approved, shall be effective as of the date that is one\n                         year after the request is filed with the Administrator.\n                         If the Member's current  distribution  event will occur\n                         upon his  termination  of  employment  and the Member's\n                         employment   terminates   within  one  year  after  the\n                         deferral  request is made,  the deferral  request shall\n                         not be effective. A deferral request under this Section\n                         6.1(c)(i)  shall  not  result  in a  forfeiture  of the\n                         Member's or former Member's Account.\n\n                    (ii) Notwithstanding  Section 6.1(c)(i),  a Member or former\n                         Member  may change his  designated  distribution  event\n                         under Section 6.1(a) or 6.1(b), no more frequently than\n                         once  in  any  calendar   year,   by  filing  with  the\n                         Administrator an amendment to his  Distribution  Option\n                         election  on  or  before   December  30  (or  the  last\n                         preceding   business  day  if  December  30  is  not  a\n                         weekday).  The change  shall be limited to those events\n                         entitling a Member to a distribution that are described\n                         in Section 6.1(a),  shall be subject to approval of the\n                         Administrator  and, if approved,  shall be effective as\n                         of the  last  Valuation  Date of the  calendar  year in\n                         which the change is filed. Unless the election complies\n                         with the requirements of Section  6.1(c)(i),  or unless\n                         the  provisions of Section  6.1(e)  apply,  an election\n                         under  this  Section  6.1(c)(ii)  shall  result  in the\n                         forfeiture  of five  percent  (5%) of the  Member's  or\n                         former Member's Account, determined as of the Valuation\n                         Date  upon  which the  election  is  effective.  If the\n                         Member or former  Member  changes the form in which his\n                         Account is to be distributed  under Section  6.2(c)(ii)\n                         at  the  same  time  as  he  changes   his   designated\n                         distribution event under this Section  6.1(c)(ii),  the\n                         combined  forfeitures  will be five percent (5%) of the\n                         Member's or former Member's  Account,  determined as of\n                         the   Valuation   Date  upon  which  the   election  is\n                         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,\nthe  authority to delay payment of a Member's or former  Member's  Account rests\nsolely 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  request\n                         to the  Administrator  to change  the form in which his\n                         Account is to be distributed  under Section  6.2(a).  A\n                         Member  or  former  Member  may  also  make a  one-time\n                         request to change  the form in which his  Account is to\n                         be distributed  under Section 6.2(b).  The request must\n                         be filed in writing with the Administrator at least one\n                         year prior to when distribution would commence based on\n                         the current  designation.  The requests  must specify a\n                         form of distribution described in Section 6.2(a), shall\n                         be subject to  approval  of the  Administrator  and, if\n                         approved, shall be effective as of the date that is one\n                         year after the request is filed with the Administrator.\n                         If the Member's  distribution event will occur upon his\n                         termination of employment  and the Member's  employment\n                         terminates  within one year after the request is filed,\n                         the request  shall not be  effective.  A request  under\n                         this Section 6.2(c)(i) shall not result in a forfeiture\n                         of the Member's or former Member's Account.\n\n                    (ii) Notwithstanding  Section 6.2(c)(i),  a Member or former\n                         Member may  change the form in which his  Account is to\n                         be distributed  under Section 6.2(a) or 6.2(b), no more\n                         frequently  than once in any calendar  year,  by filing\n                         with the Administrator an amendment to his Distribution\n                         Option  election on or before  December 30 (or the last\n                         preceding   business  day  if  December  30  is  not  a\n                         weekday). The change shall be limited to those forms of\n                         distribution  described  in  Section  6.2(a),  shall be\n                         subject  to  approval  of  the  Administrator  and,  if\n                         approved,  shall be effective as of the last  Valuation\n                         Date of the calendar year in which it is filed.  Unless\n                         the  election  complies  with  the  requirements  for a\n                         one-time request under Section 6.2(c)(i), or unless the\n                         provisions of Section  6.2(d) apply,  an election under\n                         this Section  6.2(c)(ii) shall result in the forfeiture\n                         of five percent (5%) of the Member's or former Member's\n                         Account, determined as of the Valuation Date upon which\n                         the  election  is  effective.  If the  Member or former\n                         Member changes his designated  distribution event under\n                         this Section  6.2(c)(ii) at the same time as he changes\n                         the  form in which  his  Account  is to be  distributed\n                         under Section 6.1(c)(ii),  the combined forfeiture will\n                         be five percent (5%) of the Member's or former Member's\n                         Account, determined as of the Valuation Date upon which\n                         the election is effective.\n\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 or\nmore  Retirement  Sub-accounts  and  one or  more  Education  Sub-accounts,  the\nprovisions of Sections 6.1(a) and 6.1(c) and 6.2 shall apply  exclusively to the\nMember's Retirement Sub-accounts.\n\n        6.4 Account Adjustment: The obligations of the Corporation or any of its\naffiliated  corporations  and  the  benefits  due  any  Member,  former  Member,\nsurviving  spouse  or  beneficiary  hereunder  shall be  reduced  by any  amount\nreceived in regard  thereto  under the Benefits  Assurance  Trust or any similar\ntrust 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\ninclude:\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 his\n                             dependents,  resulting in severe financial hardship\n                             to the Member or former Member;\n\n                      (iii)  the loss of the Member's or former Member's home or\n                             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 Member\n                             or former Member approved by the  Administrator  if\n                             such  circumstances  would  result in a present  or\n                             impending  critical financial need which the Member\n                             or former  Member is unable to  satisfy  with funds\n                             reasonably available from other sources.\n\n               (c) Notwithstanding the preceding, following a Change of Control,\nany  decisions or  determinations  by the  Administrator  under this Section 6.5\nshall 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 time\nand in a manner determined by the Administrator, designate a beneficiary and one\nor more  contingent  beneficiaries  (which may  include  the  Member's or former\nMember's  estate) to receive any benefits  which may be payable  under this Plan\nupon his death. If the Member or former Member do not designate a beneficiary or\ncontingent beneficiary,  or if the beneficiary and the contingent  beneficiaries\ndo not survive the Member or former  Member,  such benefits shall be paid to the\nMember's  or former  Member's  estate.  A Member or former  Member may revoke or\nchange  any  designation  made  under  this  Section  6.6 in a time  and  manner\ndetermined by the Administrator.\n\n        6.7 Special Distribution Rules: Notwithstanding anything to the contrary\nin this Plan,  if (a) a Member or former Member  becomes the owner,  director or\nemployee of a competitor  of the  Affiliated  Companies,  (b) his  employment is\nterminated  by an  Affiliated  Company on account of actions by the Member which\nare detrimental to the interests of the Affiliated Company, or (c) he engages in\nconduct  subsequent to the  termination  of his  employment  with the Affiliated\nCompanies which the Administrator  determines to be detrimental to the interests\nof an Affiliated  Company,  then the Administrator  may, in its sole discretion,\npay the Member or former Member a single sum payment equal to the balance in his\nAccount.  The single sum payment shall be made as soon as practicable  following\nthe date the Member or former Member becomes an owner, director or employee of a\ncompetitor,  his termination of employment or the Administrator's  determination\nof  detrimental  conduct,  as the case may be, and shall be in lieu of all other\nbenefits which may be payable to the Member or former Member under this Plan.\n\n        6.8 Status of Account  Pending  Distribution:  Pending  distribution,  a\nformer Member's  Account (and, if applicable,  a former  Member's  Sub-accounts)\nshall  continue to be credited  with  earnings and losses as provided in Section\n5.1.  The former  Member  shall be entitled to change his  investment  elections\nunder  Section 5.3 or apply for Hardship  withdrawals  under  Section 6.5 to the\nsame  extent as if he were a Member of the Plan.  In the event of the death of a\nMember or former Member,  his  Sub-accounts  shall be credited with earnings and\nlosses  as if the  Sub-accounts  had  earned  the same rate of return as the CSX\nCorporation  Cash  Pool  Earnings  Rate  or,  in  the  sole  discretion  of  the\nAdministrator,  the rate of return of such other index of investment performance\nor investment fund which may be designated by the Administrator as a measure for\ninvestment  performance  of  Members'  or  former  Members'  Accounts  (and,  if\napplicable,  their Sub-accounts),  commencing with the Valuation Date coincident\nwith or 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\ninstallment payment or hardship withdrawal,  such payment or withdrawal shall be\nmade on a pro-rata  basis from the portions of the  Member's or former  Member's\nexisting  Account balance which are subject to different  measures of investment\nperformance. In the event of a hardship withdrawal, the withdrawal shall be made\non a pro-rata basis from all of the Member's or former Member's Sub-accounts.\n\n        7.0 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        7.1    Right to Terminate:\n\n        (a) Prior to a Change of Control, the Board may, in its sole discretion,\nterminate this Plan and the related Deferral Agreements at any time. Following a\nChange of Control,  this Plan may not be terminated  without the approval of the\nBenefits Trust Committee.\n\n        (b)  Prior to a Change  of  Control,  the  Committee  may  terminate  an\nAffiliated Company's  participation as a Participating  Company in this Plan for\nany reason at any time. Following a Change of Control, an Affiliated Company may\nnot be terminated  from  participation  as a  Participating  Company without the\nconsent of the Benefits Trust Committee.\n\n        (c) Prior to a Change  of  Control,  an  Affiliated  Company's  board of\ndirectors  may  terminate  that   Affiliated   Company's   participation   as  a\nParticipating Company for any reason at any time. Following a Change of Control,\nan Affiliated  Company's  participation  as a  Participating  Company may not be\nterminated without the consent of the Benefits Trust Committee.\n\n        (d)  In  the  event  the  Plan  and  related  Deferral   Agreements  are\nterminated,  each Member,  former Member and Beneficiary  shall receive a single\nsum payment equal to the balance in his Account. The single sum payment shall be\nmade as soon as practicable  following the date the Plan is terminated and shall\nbe in lieu of any other  benefit  which may be  payable  to the  Member,  former\nMember or Beneficiary under this Plan.\n\n        7.2 Right to Amend: Prior to a Change of Control,  the Board may, in its\nsole discretion,  amend this Plan and the related Deferral Agreements on 30 days\nprior notice to the Members and, where applicable,  former Members.  Following a\nChange of Control,  all  amendments  to this Plan are subject to the approval of\nthe Benefits Trust  Committee.  If any amendment to this Plan or to the Deferral\nAgreements shall adversely affect the rights of a Member or former Member,  such\nindividual  must  consent in writing to such  amendment  prior to its  effective\ndate. If such individual does not consent to the amendment, the Plan and related\nDeferral  Agreements  shall be  deemed to be  terminated  with  respect  to such\nindividual  and he shall  receive a single sum  payment  of his  Account as soon\nthereafter as is practicable. Notwithstanding the foregoing, the Administrator's\nchange in any investment  funds or investment  index under Section 5.1(b) or the\nrestriction  of future  deferrals  under the  salary  deferral  program or award\ndeferral  program shall not be deemed to adversely affect any Member's or former\nMember's rights.\n\n        7.3  Uniform  Action:  Notwithstanding  anything  in  the  Plan  to  the\ncontrary,  any action to amend or terminate the Plan or the Deferral  Agreements\nmust be taken in a uniform and  nondiscriminatory  manner.  Notwithstanding  the\npreceding,  any such  action  taken by the  Administrator  following a Change of\nControl is subject to the approval of the Benefits Trust Committee.\n\n                          ARTICLE 8. GENERAL PROVISIONS\n\n        8.1  No  Funding:  Nothing  contained  in  this  Plan  or in a  Deferral\nAgreement  shall  cause this Plan to be a funded  retirement  plan.  Neither the\nMember,  former Member,  his  beneficiary,  contingent  beneficiaries,  heirs or\npersonal  representatives  shall have any right,  title or interest in or to any\nfunds of the Trust or the  Affiliated  Companies  on  account of this Plan or on\naccount of having completed a Deferral  Agreement.  The assets held in the Trust\nshall be subject to the claims of creditors of the Corporation,  and the Trust's\nassets shall be used to discharge said claims in the event of the  Corporation's\ninsolvency.  Each  Member or former  Member  shall  have the status of a general\nunsecured creditor of the Affiliated  Companies and this Plan constitutes a mere\npromise by the Affiliated Companies to make benefit payments in the future.\n\n        8.2 Obligation: To the extent reflected by resolutions of the applicable\nboards of directors, obligations for benefits under this Plan shall be joint and\nseveral.\n\n        8.3 No  Contract  of  Employment:  The  existence  of this  Plan or of a\nDeferral  Agreement  does not  constitute  a contract for  continued  employment\nbetween  an  Eligible  Executive  or a Member  and an  Affiliated  Company.  The\nAffiliated  Companies  reserve  the right to modify an Eligible  Executive's  or\nMember's remuneration and to terminate an Eligible Executive or a Member for any\nreason  and at any  time,  notwithstanding  the  existence  of this Plan or of a\nDeferral Agreement.\n\n        8.4 Withholding  Taxes:  All payments under this Plan shall be net of an\namount sufficient to satisfy any federal, state or local withholding and payroll\ntax requirements.\n\n        8.5 Nonalienation:  The right to receive any benefit under this Plan may\nnot be transferred,  assigned, pledged or encumbered by a Member, former Member,\nbeneficiary  or  contingent  beneficiary  in any manner and any attempt to do so\nshall be void.  No such benefit shall be subject to  garnishment,  attachment or\nother  legal or  equitable  process  without  the prior  written  consent of the\nAffiliated  Companies.  Notwithstanding  the  preceding,  following  a Change of\nControl,  the Administrator  shall not implement such action without the consent\nof 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\nappropriate.\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                        ARTICLE 9. EDUCATION SUB-ACCOUNTS\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 9.1(b) shall\n        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\ninconsistent  with any other provision of this Plan, the provisions in Article 9\nshall govern.\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7241],"corporate_contracts_industries":[9524],"corporate_contracts_types":[9539,9542],"class_list":["post-40708","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\/40708","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=40708"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40708"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40708"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40708"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}