exhibit_105.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.5

        

      

    


    Matching
Gift Program

    (amended
as of February 9, 2011)

    


    Plan
Overview

    


    CSX is
committed to supporting the communities in which we operate. To encourage
Directors’ support, CSX matches on one-for-one from a minimum of $500 to an
aggregate maximum of $50,000 annually.  As part of its corporate
philanthropy, CSX contributes through the Program to civic, cultural,
educational and health and human services organizations that meet certain
criteria.

    


    The
maximum Company match is $50,000 per Director each calendar year. Director
contributions must be personal gifts from the Director’s own funds, paid in cash
or securities.  Pledges do not qualify for matches. The Directors’
Matching Gift Program is administered by the Corporate Citizenship Department of
CSX.

    


    Eligibility

    


    The
Matching Gift Program is available to all active non-management members of the
CSX Board of Directors.  Participation ends on December 31 of the year
in which the Director retires from the CSX Board of Directors.  A
Director may make gifts jointly with his or her spouse.

    


    Eligible
Charitable Organizations

    


    Under the
Matching Gift Program, charitable organizations must meet all of the following
criteria:

    


     

    
      	
              X

            	
              Qualify
      as a non-profit organization, exempt from federal income taxation under
      Section 501(c)(3) of the Internal Revenue
Code

            


    

     

    
      	
              X

            	
              Conduct
      all activities without discrimination on the basis of race, religion,
      national origin, gender, age or physical
  disability

            


    

     

    
      	
              X

            	
              Provide
      access to the organization’s books for regular independent outside audit,
      the results of which are available to all current and prospective
      contributors

            


    

     

    
      	
              X

            	
              Provide
      proper assurance that donations will be used for the charitable purposes
      for which the organization is granted tax-exempt
  status,

            


    

     

    
      	
               
      

            	
              without
      undue diversion for administrative or non-charitable
    expense

            


    

     

    
      	
              X

            	
              For gifts designated for a
      specific purpose:  Provide evidence that the donation
      will be used for the stated
purpose.

            


    

    


    Educational
institutions also must be:

    


     

    
      	
              X

            	
              Located
      within the United States or one of its
  territories

            


    

     

    
      	
              X

            	
              Public
      or private

            


    

     

    
      	
              X

            	
              Non-profit
      and non-proprietary

            


    

     

    
      	
              X

            	
              Accredited
      or approved by a recognized national or regional accrediting
      association.

            


    

    


    Ineligible
Gifts

    


    The
following types of gifts do
not qualify for matching contributions:

    


     

    
      	
              X

            	
              Payments
      for participation in activities sponsored by organizations that do not
      meet the criteria for charitable
contributions

            


    

     

    
      	
              X

            	
              Gifts
      to schools below the college level

            


    

     

    
      	
              X

            	
              Gifts
      to educational institutions principally for the support
      of sports and other non-academic
activities

            


    

     

    
      	
              X

            	
              Gifts
      to organizations whose principal purpose is sectarian in nature or whose
      beneficiaries are determined on the basis of sectarian
      considerations

            


    

     

    
      	
              X

            	
              Payments
      to individuals, regardless of the work or activity in which they are
      engaged

            


    

     

    
      	
              X

            	
              Payment
      for dues or annual assessments for chambers of commerce or business
      development organizations

            


    

     

    
      	
              X

            	
              Political
      contributions or payments of any
kind

            


    

     

    
      	
              X

            	
              Activities
      forbidden by law.

            


    

    


    CSX
Corporation’s Corporate Citizenship Department reserves the right to determine
the eligibility of an organization to receive matching funds under this
program.

    


    Application

    


    Directors
may request an application form from the Corporate Citizenship Department to
apply for matching funds.  A sample form is attached hereto
as

    Appendix
E.

    


    Application
Process

    


     

    
      	
              X

            	
              Complete
      the Directors section of the application and send it, with the entire
      Matching Gift Program folder and Director’s personal check, to the
      qualifying organization.

            


    

     

    
      	
              X

            	
              The
      organization completes the second part of the application and returns the
      entire packet with a completed W-9 to the Contributions Administrator,
      Corporate Citizenship Department at the address on the
    form.

            


    

     

    
      	
              X

            	
              Applications
      must be received from the qualifying organization by December 15th of the
      current year to become effective during the current calendar
      year.