exv10w1



 











Exhibit 10.1




CSX Corporation

2002 Corporate Director Deferred Compensation Plan

(As amended through April 4, 2005)




          The purpose of this Plan is to permit members of the Board of Directors of CSX Corporation to
elect deferred receipt of director’s fees. This Plan is intended to constitute a deferred
compensation plan for corporate director’s fees. This Plan is not intended to replace or supercede
any prior Director’s deferral plans.





	 	1.  	Definitions





          The following words or terms used herein shall have the following meanings:





	 	(a)  	“Account” or “Accounts” — means the
bookkeeping account(s) maintained for each Participant to record the amount of
Director’s Fees he has elected to defer, as adjusted pursuant to Section 4.
	 
	 	(b)  	“Administrator” — means CSX Corporation






	 	(i)  	Prior to a Change of Control, the
Administrator shall be responsible for the general administration of
the Plan, claims review, and for carrying out its provisions.
Administration of the Plan shall be carried out consistent with the
terms of the Plan.
	 
	 	(ii)  	Following a Change of Control, the Benefits
Trust Committee may remove and/or replace the Administrator.
	 
	 	(iii)  	The Administrator shall have sole and
absolute discretion to interpret the Plan and determine eligibility
for and benefits hereunder. Decisions of the Administrator regarding
participation in and the calculation of benefits under the Plan shall
at all times be binding and conclusive on Participants, their
beneficiaries, heirs and assigns.
	 
	 	(iv)  	Notwithstanding subsection (iii) above,
following a Change of Control, final benefit determinations for
Participants, their beneficiaries, heirs and assigns and decisions
regarding benefit claims under the Plan shall rest with the Benefits
Trust Committee or its delegate in its sole judgment and absolute
discretion.






	 	(c)  	“Benefits Trust Committee” — means the committee
established pursuant to the CSX Corporation and Affiliated Companies Benefits
Assurance Trust document.
	 
	 	(d)  	“Board” — means the Board of Directors of CSX.




 









 






	 	(e)  	“Change of Control” — means any of the following:






	 	(i)  	Stock Acquisition. The
acquisition, by any individual, entity or group within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)(a “Person”) of beneficial ownership
(within the meaning of Rule 13d(3) promulgated under the Exchange
Act) of 20% or more of either (A) the then outstanding shares of
common stock of the Corporation (the “Outstanding Corporation Common
Stock”), or (B) the combined voting power of the then outstanding
voting securities of the Corporation entitled to vote generally in
the election of directors (the “Outstanding Corporation Voting
Securities”); provided, however, that for purposes of
this subsection (i), the following acquisitions shall not constitute
a Change of Control: (A) any acquisition directly from the
Corporation; (B) any acquisition by the Corporation; (C) any
acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Corporation or any corporation controlled by the
Corporation; or (D) any acquisition by any corporation pursuant to a
transaction which complies with clauses (A), (B) and (C) of
subsection (iii) of this Section 2(d); or
	 
	 	(ii)  	Board Composition. Individuals
who, as of the date hereof, constitute the Board of Directors (the
“Incumbent Board”) cease for any reason to constitute at least a
majority of the Board of Directors; provided, however, that any
individual becoming a director subsequent to the date hereof whose
election or nomination for election by the Corporation’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board of Directors; or
	 
	 	(iii)  	Business Combination. Approval by
the shareholders of the Corporation of a reorganization, merger,
consolidation or sale or other disposition of all or substantially
all of the assets of the Corporation or its principal subsidiary that
is not subject, as a matter of law or contract, to approval by the
Interstate Commerce Commission or any successor




- 2 -









 






	 	   	agency or regulatory body having jurisdiction over such
transactions (the “Agency”) (a “Business Combination”), in each
case, unless, following such Business Combination:






	 	(A)  	all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior
to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns the Corporation or
its principal subsidiary or all or substantially all of the
assets of the Corporation or its principal subsidiary either
directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the
Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be;
	 
	 	(B)  	no Person (excluding any
corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Corporation
or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination; and
	 
	 	(C)  	at least a majority of the
members of the board of directors resulting from such
Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the
action of the Board of Directors, providing for such Business
Combination; or




- 3 -









 












	 	(iv)  	Regulated Business Combination.
Approval by the shareholders of the Corporation of a Business
Combination that is subject, as a matter of law or contract, to
approval by the Agency (a “Regulated Business Combination”) unless
such Business Combination complies with clauses (A), (B) and (C) of
subsection (iii) of this Section 2(d); or






	 	(v)  	Liquidation or Dissolution.
Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation or its principal
subsidiary.






	 	(f)  	“CSX” or “Corporation” — means CSX
Corporation
	 
	 	(g)  	“CSX’s Accountants” — means the independent
accountants, actuaries, benefits consulting firm or other entity engaged by
CSX to provide Participant’s accounting services for the Plan and, if selected
or changed following a Change of Control, approved by the Benefits Trust
Committee.
	 
	 	(h)  	“Deferral Agreement” — means an agreement between a
Participant and CSX under which the Participant agrees to defer Director’s
Fees under the Plan. The Deferral Agreement shall be on a form prescribed by
the Administrator and shall include any amendments, attachments or appendices.
	 
	 	(i)  	“Director’s Fees” — means any compensation, whether
for retainer, for Board meetings or for Committee meetings or otherwise,
payable either in cash or in stock, earned by a Member for services rendered
as a Member.
	 
	 	(j)  	“Distribution Event” — means any of the events
listed in Section 1(e), “Change of Control,” with the following modification:
the words “Approval by the shareholders of the Corporation of,” in the first
line of Sections 1(e)(iii) and 1(e)(iv) are replaced for purposes of this
Section 1(j) with the words, “Consummation of, i.e., actual change in
ownership of Outstanding Corporation Common Stock, Outstanding Corporation
Voting Securities, and/or assets of the Corporation or its principal
subsidiary by reason of,”.
	 
	 	(k)  	“Effective Date” — means January 1, 2003.
	 
	 	(l)  	“Enrollment Form” — means the form prescribed by the
Administrator that a Member who has previously made deferrals under a prior
CSX deferral plan for Directors may file pursuant to Section 4 in order to
become a Participant in the Plan.




- 4 -









 






	 	(m)  	“Form of Payment Election” — means the election by
the Participant of the form of distribution (lump sum or installments) he
will receive from his Account pursuant to Section 6.
	 
	 	(n)  	“Member” — means any person duly elected to the
Board.
	 
	 	(o)  	“Partial Distribution Election” — means a
Distribution Election for a portion of a Participant’s Account under Section
5.
	 
	 	(p)  	“Participant” — means any Member who elects to
participate in the Plan.
	 
	 	(q)  	“Plan” — means the CSX Directors Deferred
Compensation Plan.
	 
	 	(r)  	“Secretary” — means the Corporate Secretary of CSX.
	 
	 	(s)  	“Trust” — means the trust created under the CSX and
Affiliated Companies Benefits Assurance Trust Agreement or a grantor trust or
trusts established by CSX which will substantially conform to the terms of the
Internal Revenue Service model trust as described in Revenue Procedure 92-64,
1992-2 C.B. 422. Except as provided in Section 9, CSX is not obligated to
make any contribution to the Trust.
	 
	 	(t)  	“Term” — means the annual term for which a Member is
elected to serve on the Board of Directors of CSX.
	 
	 	(u)  	“Valuation Date”  — means the last day of each
calendar quarter and such other dates as the Administrator deems necessary or
appropriate to value the Participants’ benefits under this Plan. However,
following a Change of Control, the selection of a Valuation Date other than
the last day of each calendar quarter shall be subject to the approval of the
Benefits Trust Committee.





          In any instance in which the male gender is used herein, it shall also include persons of the
female gender in appropriate circumstances.





	 	2.  	Participation





          A Member may elect to become a Participant for any Term by filing an initial Deferral
Agreement or an Enrollment Form with the Secretary not later than (i) the Effective date or (ii) a
date six months prior to the Annual Meeting for the Term for which Director’s Fees are to be
earned, whichever is later. Such Deferral Agreement shall be effective for purposes of deferring
Director’s Fees only as provided in Section 3. Such Enrollment Form shall be effective for
purposes of transferring balances previously deferred under a prior Company deferral plan to the
Participant’s Accounts only as provided in Section 4. Following a Change of Control, all Deferral
Elections are subject to the approval of the Benefits Trust Committee.




- 5 -









 









	 	3.  	Deferral of Director’s Fees






	 	(a)  	CSX shall, during any year in which a Participant has a
Deferral Election on file with the Secretary, withhold and defer payment of
all or any specified part of Participant’s Director’s Fees in accordance with
his Deferral Election. A Participant may elect to change the amount of
Director’s Fees he elects to defer, modify a Deferral Agreement or revoke a
Deferral Agreement by filing a new Deferral Agreement with the Secretary not
later than (i) a date six months prior to the Annual Meeting for the Term for
which Director’s Fees are to be earned or (ii) November 1 of the calendar year
immediately prior to the Annual Meeting for the Term for which Director’s Fees
are to be earned, whichever is later.
	 
	 	(b)  	Any person who becomes a Member and who was not a Member six
months prior to the beginning of his Term as a Member may file a Deferral
Election during the first thirty (30) days he is a Member.






	 	4.  	Participant’s Accounts






	 	(a)  	So long as he or she is a Member, a Participant may elect on
a Deferral Agreement or other form provided by the Administrator to have all
or any portion of his or her eligible deferred Director’s Fees, not required
to be credited or actually credited to the Stock Account pursuant to the terms
of the CSX Corporation Stock Plan for Directors, credited to an
interest-accruing account (“Interest Account”), a CSX Phantom Stock Account
(“Phantom Stock Account”), and/or an account or accounts related to the
earnings benchmarks used in conjunction with the 2002 Deferred Compensation
Plan of CSX Corporation and Affiliated Companies (the “Executive Deferred
Compensation Plan” or “EDC Plan”) (other than the CSX Common Stock Fund) (an
“EDC Plan Benchmark Account”) approved from time to time by the Administrator.
	 
	 	(b)  	A Participant who is eligible to receive a portion of his
Director’s Fees in CSX common stock pursuant to the CSX Corporation Stock Plan
for Directors may file with the Secretary a Deferral Agreement with respect to
such CSX common stock. A Participant’s Stock Account (“Stock Account”) will
be created when he files his initial Deferral Agreement with respect to
Director’s Fees payable in CSX common stock.
	 
	 	(c)  	Interest shall accrue on the Interest Account from the first
day of the month following the deferred Director’s Fee would otherwise have
been paid to the Participant until it is actually paid, such




- 6 -









 






	 	   	interest to be credited to the Participant’s Account and compounded
quarterly at the end of each calendar quarter. The rate of interest will
be reviewed periodically, provided, however, following a Change of
Control, any change in the rate of interest is subject to the approval of
the Benefits Trust Committee. Effective January 1, 2004, interest will be
credited quarterly based on the annual rate of 10-year U.S. Treasury bonds
as published by the Wall Street Journal as of the first business day of
October in the preceding calendar year. Such rate will be reviewed and
updated annually.
	 
	 	(d)  	Credits to the Phantom Stock Account and the Stock Account
shall be in full and fractional units based on the average of the high and low
price for CSX common stock as reported on the New York Stock Exchange -
Composite Listing (“NYSE”) on the date the Director’s Fees would otherwise
have been paid to the Participant.
	 
	 	(e)  	Dividends shall be credited in full and fractional units to
the Phantom Stock Account based on the number of units in the Account on the
record date and calculated based on the average of the high and low price for
CSX common stock on the dividend payment date.
	 
	 	(f)  	Dividends shall be credited in full and fractional units to
the Stock Account based on the number of units in the Account on the record
date and calculated based on (i) the actual purchase price of CSX common stock
acquired to the extent shares are actually purchased by the trustee of the
Director’s Stock Trust or a successor trust, or (ii) the number of units in
the Account on the record date and calculated based on the average of the high
and low price for CSX common stock on the dividend payment date.
	 
	 	(g)  	A Participant, while a Member, may elect at any time to
transfer all or any portion of amounts deferred, including all earnings
thereon, between his or her Interest Account, Phantom Stock Account, and/or an
EDC Plan Benchmark Account on forms provided by and pursuant to rules
established by the Administrator. No transfer (as opposed to mandatory or
elective deferrals) may be made into or out of a Stock Account while a
Participant is a Member.
	 
	 	(h)  	A Member who has previously deferred shares of CSX common
stock granted pursuant to the CSX Corporation Stock Plan for Directors (“Stock
Plan”) may elect to have a Stock Account created for him in the Plan on the
Effective Date by filing an Enrollment Form with the Secretary on or before
the Effective Date. Filing the Enrollment Form will cause the transfer of
such previously deferred share balances to the Participant’s Stock




- 7 -









 






	 	   	Account on the Effective Date, and the Member will enjoy all rights and
privileges of a Participant including the ability to file initial
Distribution Elections and Form of Payment Elections. A properly filed
Enrollment Form will cause all prior elections made with respect to such
previously deferred shares to be void immediately, unless otherwise stated
in this Section 4.
	 
	 	(i)  	A Member who is a participant in the CSX Corporation
Corporate Director Deferred Compensation Plan (“Director Plan”) may elect to
have an Interest Account or a Phantom Stock Account created for him in the
Plan on the Effective Date by filing an Enrollment Form with the Secretary on
or before the Effective Date. Filing the Enrollment Form will cause the
transfer of balances previously deferred to the Participant’s Accounts on the
Effective Date, and the Member will enjoy all rights and privileges of a
Participant including the ability to file initial Distribution Elections and
Form of Payment Elections and to transfer shares between an Interest Account
and a Phantom Stock Account. A properly filed Enrollment Form will cause all
prior elections made under the Director Plan to be void immediately, unless
otherwise stated in this Section 4.
	 
	 	(j)  	With respect to transfers to a Participant’s Accounts of
amounts previously deferred pursuant to Sections 4(h) and 4(i):






	 	(i)  	No initial Distribution Election made with
respect to such previously deferred amounts which designates
distribution upon attainment of a designated age under Section 5 that
will be attained within 12 months following the Effective Date shall
be filed.
	 
	 	(ii)  	No initial Distribution Election made with
respect to such previously deferred amounts which designates
distribution upon the Participant’s retirement from the Board under
Section 5 shall be effective if distribution would occur within 12
months following the Effective Date.
	 
	 	(iii)  	Any prior election made with respect to
such previously deferred amounts which designates distribution upon
the Participant’s retirement from the Board shall remain in effect
for 12 months following the Effective Date, and shall be void
thereafter.






	 	(k)  	The value of a Participant’s Interest Account shall be the
sum of amounts deferred and all interest accrued thereon. The value of a
Phantom Stock Account or Stock Account shall be the value of the units in a
Participant’s Account based on the average of the high




- 8 -









 






	 	   	and low price for CSX common stock as reported on the NYSE on the last
business day prior to the date of any lump sum or installment
distribution. The value of a Phantom Stock Account or Stock Account will
fluctuate in value in line with the fluctuation in the price of CSX common
stock. There can be no assurance on the market value of CSX common stock
either at the time of crediting to a Participant’s Account or at any time
during the distribution period, nor can there be any assurance as to the
continuation of dividends.
	 
	 	(l)  	EDC Plan Benchmark Accounts will be credited with earnings,
gains, and losses, and valued in the manner such accounts are maintained and
administered under the EDC Plan.






	 	5.  	Distribution of Deferred Director’s Fees






	 	(a)  	Amounts deferred under the Plan and credited to an Account
shall be distributed to a Participant from such Account in a lump sum one year
following the date in which a Participant ceases to be a Member, unless he
shall file a Distribution Election as provided in this Section 5 or a Form of
Payment Election as provided in Section 6.
	 
	 	(b)  	A Participant may file with the Secretary a Distribution
Election for the distribution from an Account upon:






	 	(i)  	attainment of a designated age, however, he
shall not elect an age that he will attain less than one year
subsequent to his Distribution Election; or
	 
	 	(ii)  	retirement from the Board.






	 	(c)  	A Participant may file a Distribution Election or change a
Distribution Election at any time prior to:






	 	(i)  	a date that is 30 days subsequent to the
date of his retirement from the Board in the case of his initial
Distribution Election; or
	 
	 	(ii)  	one year prior to the date distribution is
to commence under his Distribution Election then in effect,






	   	after which time no Distribution Election shall be filed.






	 	(d)  	A Participant may make a Partial Distribution Election with
respect to any portion of a Participant’s Account, provided no Distribution
Election shall be made for a portion of an Account less than $2,000, as
determined as of the date the election is made.




- 9 -









 






	 	   	No Participant shall have more than two Distribution Elections in effect
for an Account at any time.
	 
	 	(e)  	Except in the event of retirement from the board,
distribution made pursuant to a Distribution Election shall not commence prior
to a date that is three years subsequent to the date the Participant first
makes a Deferral under either this Plan or a predecessor plan which provides
for the deferral of Director’s Fees
	 
	 	(f)  	Any Distribution Election made in proper form by a
Participant shall be effective and distribution shall commence pursuant to
such Distribution Election. Any Distribution Election not made in proper form
shall be void. Distributions from a Participant’s Stock Account shall be made
only in shares of CSX common stock.
	 
	 	(g)  	A Participant may request and receive a withdrawal from his
Account at any time without filing a Distribution Election under this Section
5. Any such withdrawal shall result in the forfeiture of an amount equal to
the portion of the Participant’s Account that is withdrawn, multiplied by the
Mid-term Applicable Federal Rate determined as of the Valuation Date upon
which the withdrawal is effective. Notwithstanding the preceding, following a
Change of Control, any decisions or determinations by the Administrator under
this Section 5 shall be subject to the approval of the Benefits Trust
Committee.
	 
	 	(h)  	A Participant may make one additional election to defer (but
not accelerate) commencement of payment under the Plan at any time six months
before payments are to have commenced (“Re-deferral Election). Such
Re-deferral Election shall be made in a form prescribed by the Administrator.
If such Re-deferral Election is to a designated age the re-deferral shall be
for a period not less than one year from the date the Re-deferral Election is
made.






	 	6.  	Form of Payment






	   	            The Form of Payment Elections provided in this Section 6 shall be made in writing and may be
changed at any time prior to a date that is six months prior to the date distribution is to
commence, after which time the Form of Payment Election shall be irrevocable. If installment
payments are elected for an Account, payments shall be made, as the Participant may elect, for
either (a) five years, (b) ten years, or (c) fifteen years. Installments shall be on an annual or
quarterly basis as the Participant may elect. The amount of each installment shall be determined
by multiplying the value of the Participant’s account at the end of the calendar quarter
immediately preceding the installment date by a fraction, the numerator of which shall be one (1)
and the denominator of which shall be the number of installment payments over which payment of such
amount is to be made, less the number of installment payments theretofore made.




- 10 -









 











In the case of installments from a Stock Account, fractional share amounts shall be rounded up
to the next highest whole share amount, except in the case of the final installment, in which case
a cash payment will be made for any fractional shares.





	 	7.  	Death of a Participant






	 	(a)  	In the event a Participant shall die while he is a Member,
the balance of his Accounts shall be paid in either a lump sum or installments
(consistent with the Form of Payment Elections made by the Participant as
described in Section 6) to his Designated Beneficiary. Each Participant may
file with the Secretary a Designation of Beneficiary for this purpose.
	 
	 	(b)  	In the event a Participant shall die after he ceases to be a
Member and before he has received complete distribution from his Account, the
balance credited to his Account, (including applicable interest) shall be paid
to his Designated Beneficiary consistent with the Form of Payment Elections
made by the Participant as described in Section 6.
	 
	 	(c)  	In the event a Participant shall not file a Designation of
Beneficiary, or his Designated Beneficiary is not living at the Participant’s
death, the balance credited to his Accounts, (including applicable interest)
shall be paid in full to his estate not later than the tenth day of the
calendar year following his date of death.






	 	8.  	Obligation of CSX





          This Plan shall be unfunded and credits to the Accounts of each Participant shall not be set
apart for him nor otherwise made available so that he may draw upon it at any time, except as
provided in this Plan. Neither any Participant nor his Designated Beneficiary shall have any
right, title, or interest in such credits or any claim against them. Payments may only be made at
such times and in the manner expressly provided in this Plan. CSX’s contractual obligation is to
make the payments when due. No notes or security for the payment of any Participant’s account
shall be issued by CSX.





	 	9.  	Change of Control






	 	(a)  	If a Change of Control has occurred, the Administrator shall
cause CSX to contribute to the Trust, within 7 days of such Change of Control,
a lump sum payment equal to the unfunded aggregate value of the amount each
Participant would be eligible to receive under 9(b) below (but calculated with
respect to the Valuation Date described in this sentence, rather than the date
of the applicable Distribution Event) as of the latest Valuation Date
coinciding with or preceding the date of Change of Control to the extent such
amounts are not already in the Trust. The aggregate value of the amount of
the lump sum to be contributed to the Trust pursuant to




- 11 -









 






	 	   	this Section 9 shall be determined by CSX’s Accountants after consultation
with the entity then maintaining the Plan’s records. Thereafter, CSX’s
Accountants shall annually determine as of a Valuation Date for each
Participant not receiving a lump sum payment pursuant to Section 9(b),
below, the amounts which would be payable under such subsection were a
Distribution Event to occur at the date of such determination. To the
extent that the value of the assets held in the Trust relating to this
Plan do not equal the aggregate amount described in the preceding
sentence, at the time of the valuation, as determined by CSX’s
Accountants, CSX shall make a lump sum contribution to the Trust equal to
the difference. In no event, however, shall the Company’s contribution to
the Trust be less than the amount that would have been contributed thereto
with respect to liabilities relating to the Plan (including related
administrative and investment expenses), pursuant to and at the time and
in the manner provided under Section 1(h) of the Trust.






	 	(b)  	In the event a Distribution Event has occurred, the trustee
of the Trust shall, within 45 days of such Distribution Event, pay to each
Participant not making an election under 9(c) below, a lump sum payment equal
to the amount the Participant would have been entitled to receive determined
under Section 6 had he ceased to be a Member and selected an immediate lump
sum payment. The amount of each Participant’s lump sum payment shall be
determined by CSX’s Accountants.
	 
	 	(c)  	New Participants in the Plan may elect in a time and manner
determined by the Administrator, but in no event later than 90 days after
becoming a Participant, to have amounts and benefits determined and payable
under the terms of the Plan as if a Distribution Event had not occurred. A
Participant who has made an election, as set forth in the preceding sentence,
may, at any time and from time to time, change that election; provided,
however, a change of election that is made within one year of a Distribution
Event shall be invalid.
	 
	 	(d)  	Notwithstanding anything in the Plan to the contrary, each
Participant who has made an election under Section 9(c), above, may elect
within 90 days following a Distribution Event, in a time and manner determined
by the Administrator, to receive a lump sum payment calculated under the
provisions of 9(b), above, determined as of the Valuation Date next preceding
such payment, except that such calculated amount shall be reduced by 5% and
such reduction shall be irrevocably forfeited to CSX by the Participant.
Furthermore, as a result of such election, the Participant shall no longer be
eligible to participate or otherwise




- 12 -









 






	 	   	benefit from the Plan. Payments under this Section 9(d) shall be made not
later than 7 days following receipt by CSX of the Participant’s election.
The Administrator shall, no later than 7 days after a Distribution Event
has occurred, give written notification to each Participant eligible to
make an election under this Section 9(d), that a Distribution Event has
occurred and informing such Participant of the availability of the
election.






	 	10.  	Claims Against Participant’s Account





          No credits to the account of any Participant under this Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so shall be void. Nor shall any credit be subject to attachment or legal process for
debts or other obligations. Nothing contained in this Plan shall give any Participant any
interest, lien, or claim against any specific asset of CSX. No Participant or his Designated
Beneficiary shall have any rights other than as a general creditor of CSX.





	 	11.  	Competition by Participant





          In the event a Participant ceases to be a Member and becomes a proprietor, officer, partner,
employee, director, or otherwise becomes affiliated with any business that is in competition with
the Corporation, the entire balance credited to his account, including interest, or the value of
the units in his Phantom Stock Account or Stock Account, if prior to a Change of Control, may, if
directed by the Board in its sole discretion, be paid immediately to him in a lump sum. Following
a Change of Control, such a decision by the Board is subject to the approval of the Benefits Trust
Committee.





	 	12.  	Payment of Credit Balance to Participant’s Account





          Notwithstanding anything herein to the contrary, prior to a Change of Control, the Board may,
in its sole discretion, direct payment in a lump sum, of any or all of the credit balance appearing
at the time in the account of a Participant, and/or of the value of the units in his Phantom Stock
Account or Stock Account. Following a Change of Control, such action by the Board is subject to
the approval of the Benefits Trust Committee.




          Further, the obligations of CSX and the benefit due any Participant or Designated Beneficiary
under the Plan shall be reduced by any amount received in regard thereto under the Trust or any
similar trust or other vehicle.





	 	13.  	Joint and Several Obligation





          To the extent reflected by resolutions of the applicable boards of directors, obligations for
benefits under this Plan shall be joint and several.




- 13 -









 









	 	14.  	Amendment or Termination





          Prior to a Change of Control, this Plan may be altered, amended, suspended, or terminated at
any time by the Board, on the recommendation of the Compensation Committee of the Board, provided,
however, that no alteration, amendment, suspension, or termination shall be made to this Plan which
would result in the distribution of amounts credited to the accounts of all Participants in any
manner other than is provided in this Plan without the consent of all Participants.





	 	15.  	Impact of Future Legislation or Regulation






	 	(a)  	This Section 15 shall become operative upon the enactment of
any change in applicable statutory law or the promulgation by the Internal
Revenue Service of a final regulation or other pronouncement having the force
of law, which statutory law, as changed, or final regulation or pronouncement,
as promulgated, would cause any Participant to include in his federal gross
income amounts accrued by the Participant under the Plan on a date (an “Early
Taxation Event”) prior to the date on which such amounts are made available to
him or her hereunder.
	 
	 	(b)  	Notwithstanding any other Section of this Plan to the
contrary (but subject to subsection (c), below), as of an Early Taxation
Event, the feature or features of this Plan, or the election by a Participant
that would cause the Early Taxation Event shall be null and void, to the
extent, and only to the extent, required to prevent the Participant from being
required to include in his federal gross income amounts accrued by the
Participant under the Plan prior to the date on which such amounts are made
available to him hereunder. By way of example, but not by way of limiting the
generality of the foregoing, if a statute is enacted that would require a
Participant to include in his or her federal gross income amounts accrued by
the Participant under the Plan prior to the date on which such amounts are
made available to him or her because of the Participant’s right to receive a
distribution of a portion of his Account under Section 6(h), the right of all
Participants to receive distributions under Section 6(h) shall be null and
void as of the effective date of that statute. If only a portion of a
Participant’s Account is impacted by the change in the law, then only such
portion shall be subject to this Section, with the remainder of the Account
not so affected being subject to such rights and features as if the law were
not changed. If the law only impacts Participants who have a certain status
with respect to the Company, then only such Participants shall be subject to
this Section.
	 
	 	(c)  	Notwithstanding Section 15(b) above, if an Early Taxation
Event occurs (e.g., if a change in law is retroactive), the amounts that
become taxable on the Early Taxation Event shall be distributed to each
Participant as soon as practicable following such Early Taxation Event or
if later, the date of enactment or promulgation.






- 14 -