PAGE 1
Exhibit 10.5
CSX CORPORATION
DIRECTORS' MATCHING GIFT PROGRAM
DIRECTORS' MATCHING GIFT PROGRAM
CSX Corporation's Matching Gift Program is part of the Company's
commitment to higher education. An educated population benefits the Company
and the communities in which it does business. The Employee Matching Gift
Program provides an opportunity for employees to determine directly the
recipients of some of the Company's charitable donations.
Directors and retired Directors of the company are entitled to
participate in the Matching Gift Program under the "Directors' Matching Gift
Program." Gifts by Directors or retired Directors may be made jointly with a
spouse. The participant need not be an alumnus of the eligible educational
institution receiving the gift.
ELIGIBLE INSTITUTIONS
Colleges, including junior colleges, technical schools or other
educational institutions above the high school level, universities, graduate
and professional schools, or a state association of independent colleges and
universities or other national association, foundation or fund which collects
an distributes donations to independent colleges and universities, which is:
1. Located within the United States or one of its territories:
2. Public or private;
3. Non-profit, non-proprietary;
4. Accredited or approved by a recognized national or regional
accrediting association; and
5. Recognized by the Internal Revenue Service as an organization to
which contributions are tax deductible.
CONTRIBUTIONS/CONDITIONS
- - Individual contributions, with a minimum of $25 and a maximum of
$5,000 per institution, per calendar year, will be matched, with a
maximum annual Company match of $25,000 per Director. The matching
rate is one to one.
- - Contributions must be a personal gift from the Director's own funds,
paid in cash or securities, and not a pledged gift.
- - Funds will not be matched for extra-curricular programs or any other
non-educational purposes such as sports, alumni capital improvement
projects, dues, subscriptions, insurance premiums, or other such non-
direct payments.
PROGRAM ADMINISTRATION
The program is administered by the Corporate Secretary of CSX
Corporation, and may be suspended, revoked, terminated or amended by the
Company at any time.
Questions as to interpretation, application, administration or other
aspects of the program shall be decided by the Corporate Secretary.
- 1 -
PAGE 2
The Corporate Secretary reserves the right to determine eligibility
of an institution to receive matching funds under this program.
INSTRUCTIONS
- - Part A of the Application in this folder should be completed by the
Director and the entire folder should accompany the Director's gift
to an eligible institution.
- - The qualifying institution, upon receipt of the gift and this folder,
should complete Part B of the Application and return the entire
folder to the Contributions Coordinator at the address below.
- - Upon request, the beneficiary institution will provide evidence of
its tax exempt status under Section 501(c)(3) of the Internal Revenue
Code.
- - All applications for matching gifts received during any calendar year
will be paid when administratively convenient but not less than semi-
annually.
- - Additional forms may be secured from the Contributions Coordinator.
Requests for information and all correspondence relating to the
Directors' Matching Gift Program should be addressed to:
Contributions Coordinator
CSX Corporation
P. O. Box 85629
Richmond, VA 23285-5629
- 2 -
PAGE 3
Part A-Director's Section
(To be completed by Director, who is to send this entire pamphlet, together
with gift, to educational institution)
Date.............
Enclosed is my personal donation of $.........
to........................................
Name of Educational Institution
I hereby authorize the institution named above to report this gift to the
Contributions Coordinator of CSX Corporation, for the purpose of qualifying
for a contribution in accordance with the provisions of the Company's Matching
Gift Program.
.................................................................
Director's Name (print in full)
.................................................................
Director's Address
.................................................................
City State Zip
.................................................................
Director's Signature
- 3 -
PAGE 4
Part B-Beneficiary's Section
(To be completed by an appropriate financial officer of the educational
institution, and returned to Matching Gifts Administrator; P.O. Box 85629,
Richmond, VA 23285-5629
I hereby certify that a donation of $..... was received
on......................., 19.., from...........................in favor of
this institution; Name of Donor
And I further certify that this institution meets all the requirements for
eligibility as set forth in CSX Corporation's Matching Gift Program.
Contributions to the beneficiary institution shown are tax deductible by CSX
Corporation pursuant to Section 501(c)(3) of the Internal Revenue Code, and
that the beneficiary institution will provide evidence of this status upon
request.
.................................. ..........................
Name of Educational Institution Signature
.................................. ...........................
Address of Educational Institution Name (print or type in full)
.................................. ............................
Title
.................................. ............................
Date
- 4 -