PAGE 1
Exhibit 10.15
Supplemental Retirement Benefit Plan
of CSX Corporation and Affiliated Corporations
As Amended and Restated Effective January 1, 1995
Section I - INTRODUCTION
1. The purpose of this plan, hereinafter called the "Supplemental
Plan", is to provide benefit payments to individuals who are participants (or
members, as the case may be) in funded, tax-qualified retirement benefit plans
maintained by CSX Corporation (the "Company") and certain of its affiliated
corporations (whose participation in the Supplemental Plan as a participating
employer is approved by the Board of Directors of any such affiliated
corporation and by the Compensation Committee of the Board of Directors of CSX
Corporation ("Compensation Committee")) and whose benefits would otherwise be
reduced by Section 415 of the Internal Revenue Code ("Code") of 1986, as
amended ("Code") which imposes limitations on benefits ("Code Limitations").
2. Notwithstanding the limitations on benefits imposed by Code
Limitations, supplemental benefits shall be provided under this Supplemental
Plan equal to the reduction of benefits which shall occur as a result of the
application of limitations included in a defined contribution plan or in a
defined benefit plan in accordance with Code Limitations.
3. This Supplemental Plan preserves and continues in effect all
provisions for accruals based upon limitations of benefits imposed by Code
Limitations, heretofore credited to Participants under Section V, paragraph
(subsection) 5, of the Special Retirement Plan of CSX Corporation and
Affiliated Corporations ("Special Plan"), the Supplemental Benefits Plan of
Sea-Land Corporation and Participating Companies, and the American Commercial
Lines Benefit Restoration Plan ("Predecessor Plans").
Section II - DEFINITIONS
1. Supplemental Benefit means the benefit described in Section IV of
this Supplemental Plan.
2. The Supplemental Plan shall, where appropriate, refer to and have
meanings consistent with all of the relevant terms of the CSX Pension Plan and
any other regularly maintained funded, tax-qualified pension plan of any other
corporation affiliated with the Company whose participation in the
Supplemental Plan as a participating employer is approved by the Board of
Directors of any such affiliated corporation and by the Compensation
Committee. Such existing regularly maintained pension plans which provided
benefits for employees of the Company or its affiliates prior to the Effective
Date of this Supplemental Plan document, or those which may be established
hereafter, as amended from time to time, shall be referred to herein as the
"Pension Plan."
- 1 -
PAGE 2
3. Regardless of formal differences which may exist between the
Supplemental Plan and the Pension Plan or the Predecessor Plans in the use of
terminology, the definitions and principles which are set forth in the Pension
Plan or the Predecessor Plans with respect to compensation, average
compensation, credited service and similar terms shall be construed and
applied hereunder in a manner consistent with the purposes of this
Supplemental Plan and the Pension Plan or the Predecessor Plans. In any
instance in which the male gender is used herein, it shall also include
persons of the female gender in appropriate circumstances.
Section III - MEMBERSHIP
1. Every person who was a Participant in the Predecessor Plans for
the purpose of accruals of supplemental benefits heretofore notwithstanding
limitations of benefits imposed by Code Limitations, shall be a Participant in
this Supplemental Plan on and after the Effective Date.
2. Each employee who is a Participant in a Pension Plan on or after
the Effective Date shall participate in this Supplemental Plan to the extent
of the benefits provided herein.
3. A Participant's participation in this Supplemental Plan shall
terminate coincident with the termination of such individual's participation
in one of the Pension Plans; provided, however, in the event that the
Participant shall be reassigned or transferred into the employ of the Company
or any of its affiliates which also is a participating employer in this
Supplemental Plan, the Participant's participation shall be continued to the
extent of the benefits provided herein.
Section IV - SUPPLEMENTAL BENEFITS
1. All of the provisions, conditions and requirements set forth in
the Pension Plan with respect to the granting and payment of retirement
benefits thereunder shall be equally applicable to the payment of supplemental
benefits hereunder to Participants in the Supplemental Plan and to the payment
thereof from the employer's general assets. Whenever an individual
Participant's rights under the Supplemental Plan are to be determined,
appropriate reference shall be made to the particular Pension Plan in which
such person is also a participant. Notwithstanding the preceding sentence, if
a supplemental benefit under this Supplemental Plan shall be paid to a
surviving spouse or other surviving designated beneficiary in conformance with
the provisions of the Pension Plans, the final installment payment hereunder
shall be made to the estate of the surviving spouse or other surviving
designated beneficiary.
2. Each Participant shall receive a Supplemental Benefit under this
Supplemental Plan in an amount equal to the difference, if any, between (i)
the Participant's monthly retirement income benefit under the provisions of
the particular Pension Plan in which such person is also a participant
calculated before the application of any Code Limitations and (ii) the
Participant's monthly retirement income benefit determined after application
of the Code Limitations.
- 2 -
PAGE 3
3. Notwithstanding any other provision of this Supplemental Plan to
the contrary, a Supplemental Benefit shall not be determined or paid which
would duplicate a payment of benefit provided to a Participant under the
Pension Plan, the Predecessor Plans or any other unfunded or funded retirement
plan of the Company or any of its affiliated corporations.
4. A Supplemental Benefit payable under the provisions of this
Supplemental Plan shall be paid in such forms and at such times as shall be
consistent with the payment of the Participant's retirement income benefit
under the particular Pension Plan in which such person is also a participant.
Notwithstanding the foregoing, the Company may delay payment of a Supplemental
Benefit under the Supplemental Plan to any Participant who is determined to be
among the top five most highly paid executives for the year that the
Supplemental Benefit payment would otherwise be paid; provided, however, if a
Participant's payment is delayed, that will not decrease the total
Supplemental Benefit to which he is entitled.
Section V - FUNDING METHOD
1. The Supplemental Benefit shall be paid exclusively from the
general assets of the employers participating in the Supplemental Plan or from
the CSX Corporation Nonqualified Plan Trust or such other trust which will
substantially conform to the terms of the model trust as described in Revenue
Procedure 92-64, 1992-2 C.B.422, established by CSX Corporation to secure the
obligations created herein ("Trust"). No Participant or other person shall
have any rights or claims against the assets of the employers or against the
Trust which are superior to or different from the right or claim of a general,
unsecured creditor of any participating employer.
2. The Supplemental Plan is intended to be unfunded for tax purposes
and for purposes of Title I of ERISA, and constitutes a mere promise by the
participating employer to make benefit payments in the future.
3. The employers participating in the Supplemental Plan shall provide
all funds required for the administrative expenses of the Supplemental Plan.
Section VI - ADMINISTRATION OF PLAN
1. The Plan Administrator of the CSX Pension Plan shall be the "Plan
Administrator" of this Supplemental Plan and shall be responsible for the
general administration of the Supplemental Plan and for carrying out its
provisions. Administration of this Supplemental Plan shall be carried out
consistent with the terms and conditions of the Pension Plan and the
Supplemental Plan and the decision of the Plan Administrator shall be binding
and conclusive on Participants, their beneficiaries, heirs and assigns.
Section VII - CERTAIN RIGHTS AND OBLIGATIONS
1. The Compensation Committee may terminate the Supplemental Plan
only upon the occurrence of conditions which require the termination of one or
more of the Pension Plans. The Board of Directors of CSX Corporation may
terminate an affiliated corporation from participation as a participating
employer for any reason at any time. The Board of Directors of any affiliated
corporation may terminate that corporation's participation as a participating
employer for any reason at any time.
- 3 -
PAGE 4
2. The participating employers agree in the event that the
Supplemental Plan is terminated:
(a) Each retired Participant, surviving spouse of a retired
Participant or surviving designated beneficiary of a retired
Participant shall be entitled to receive for life the
Supplemental Benefit they would have received had the
Supplemental Plan not been terminated, and each surviving
spouse or surviving designated beneficiary of a deceased
Participant shall become entitled to receive for life the
Supplemental Benefit that such surviving spouse or surviving
designated beneficiary would have received had the
Supplemental Plan not been terminated; and
(b) Each active Participant shall be entitled to receive for
life the Supplemental Benefit he or she would have received
had the Supplemental Plan not been terminated, calculated on
the basis of the Supplemental Benefit which had accrued at
the time of termination; provided, however, that the
Participant shall become entitled to such Supplemental
Benefit only at the time and in accordance with the
provisions of the Supplemental Plan had it continued in
effect.
(c) In lieu of paying a Supplemental Benefit in accordance with
the foregoing provisions, the Plan Administrator, at its
election, may direct the discharge of all obligations to
retired Participants, surviving spouses or surviving
designated beneficiaries of deceased Participants, and
active Participants by cash payment of equivalent actuarial
value or through the provision of immediate or deferred
annuities or such other periodic payments of equivalent
actuarial value, as it shall in its sole discretion
determine.
3. Anything in the Supplemental Plan to the contrary notwithstanding,
if the Plan Administrator finds that any Participant, retired Participant or
spouse is engaged in acts detrimental to the Company or any of its affiliated
corporations, and if after due notice such Participant, the retired
Participant or spouse continues to be so engaged or employed, the Plan
Administrator shall suspend the Supplemental Benefit of such person, which
suspension shall continue until removed by notice from the Plan Administrator;
provided, however, that if such suspension has continued for one year, the
Plan Administrator shall forthwith cancel such Participant's or spouse's
Supplemental Benefit. Furthermore, if the Plan Administrator finds that any
Participant had been discharged for having performed acts detrimental to the
Company or any of its affiliated corporations, then regardless of any other
provision in the Pension Plan or the Supplemental Plan, no benefit shall be
payable to or on account of any such Participant's coverage under this
Supplemental Plan.
- 4 -
PAGE 5
4. The establishment of the Supplemental Plan shall not be construed
as conferring any legal rights upon any employee for a continuation of
employment, nor shall it interfere with the rights of an employing corporation
to discharge any employee and to treat him without regard to the effect which
such treatment might have upon him as a Participant in the Supplemental Plan.
Section VIII - NON-ALIENATION OF BENEFITS
To the extent permitted by applicable law, no benefit under the
Supplemental Plan shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt so
to do shall be void, except as specifically provided in the Supplemental Plan,
nor shall any benefit be in any manner liable for or subject to the debts,
contracts, liabilities, engagements, or torts of the person entitled to such
benefits; and in the event that the Plan Administrator shall find that any
active or retired Participant, surviving spouse or surviving designated
beneficiary under the Supplemental Plan has become bankrupt or that any
attempt has been made to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge any of his benefits under the Supplemental Plan, expect as
specifically provided in the Supplemental Plan, then such benefits shall
cease, and in that event, the Plan Administrator shall hold or apply the same
to or for the benefit of such active or retired Participant, surviving spouse
or surviving designated beneficiary, in such manner as the Plan Administrator
may deem proper.
Section IX - AMENDMENTS
The Supplemental Plan represents a contractual obligation entered
into by a participating employer in consideration of services rendered and to
be rendered by Participants covered under the Supplemental Plan, and
1. Any Participant in this Supplemental Plan who remains in the
active service of a participating employer shall not be deprived of his or her
participation or benefit which shall accrue under the Supplemental Plan except
as provided hereunder.
2. No modification or amendment may be made which shall deprive any
Participant, the surviving spouse of a Participant or the surviving designated
beneficiary of a Participant, without the consent of such Participant,
surviving spouse of a Participant or the surviving designated beneficiary of a
Participant, of any Supplemental Benefit under the Supplemental Plan to which
he or she would otherwise be entitled by reason of the Supplemental Benefit
standing to his or her credit to the date of such modification or amendment,
and in the event of any modification or amendment which adversely affects such
Supplemental Benefit, the amount of all reserves required to be accrued on the
books of a participating employer shall thereupon be determined and accrued,
if the same has not already been done, and such Supplemental Benefit shall
become and remain a fixed liability of the participating employers for the
payment of such benefits accrued to the date of such modification or
amendments.
3. Subject to the foregoing, the Compensation Committee reserves the
right at any time and from time to time to modify or amend in whole or in part
any or all of the provisions of this Plan.
- 5 -
PAGE 6
Section X - CHANGE OF CONTROL
1. If a Change of Control has occurred, the Compensation Committee
shall cause the Company to contribute to the Trust within 7 days of such
Change of Control, a lump sum contribution equal to the greater of:
(a) the aggregate value of the amount each Participant would be
eligible to receive, under Subsection (2), below; or
(b) the present value of accumulated Plan benefits based on the
assumptions the Company's independent actuary deems
reasonable for this purpose, as of the Valuation Date, as
defined in subsection (6), below, coinciding with or next
preceding the date of Change of Control, to the extent such
amounts are not already in the Trust; provided, however,
amounts relating to those Participants who receive a lump
sum payment under subsection (2), below, shall be excluded
from the aggregate value determination under (a) or (b).
The aggregate value of the amount of the lump sum to be
contributed to the Trust pursuant to this Section X shall be
determined by the Company's independent actuaries.
Thereafter, the Company's independent actuaries shall
annually determine as of a Valuation Date for each
Participant not receiving a lump sum payment pursuant to
subsection (2), below, the greater of:
(i) the amount such Participant would have received under
subsection (2) had such Participant not made the election
under subsection (3), below, if applicable; and
(ii) the present value of accumulated benefits based on
8assumptions the actuary deems reasonable for this purpose.
To the extent that the value of the assets held in the Trust
relating to this Supplemental Plan does not equal the amount
described in the preceding sentence, at the time of the
valuation, the Company shall make a lump sum contribution to
the Trust equal to the difference.
2. In the event a Change of Control has occurred, each Participant
not making an election under subsection (3), below, shall receive, and the
Compensation Committee shall cause the Company to pay within 7 days of such
Change of Control, a lump sum payment equal to the actuarial present value of
the aggregate supplemental benefit each Participant (or any beneficiary of a
Participant) has accrued as of the Valuation Date preceding the date of such
Change of Control. If a Participant's benefit has not commenced as of such
date, such lump sum shall be determined assuming that:
(a) The Participant's benefit would commence at the earliest
date he would qualify for early or normal retirement under
the Plan, were his employment with the Company to continue,
but in no event earlier than the later of age 55 or the date
of such Change of Control.
(b) The Participant would qualify for an early (or normal)
retirement benefit as of the date determined in (a).
- 6 -
PAGE 7
(c) If married, the Participant would receive his benefit under
the 50% Joint and Survivor form of payment with the spouse
as beneficiary; if not married, the benefit would be payable
in the form of a single life annuity.
The actuarial present value shall be determined on the basis of the
UP 1984 Mortality Table, set back one year, and a discount rate equal to the
interest rate promulgated by the Pension Benefit Guaranty Corporation for use
in determining the sufficiency of single employer defined benefit pension
plans terminating on the date of such Change in Control.
3. Each Participant may elect in a time and manner determined by the
Compensation Committee but, for current Participants, in no event later than
September 1, 1995, or the occurrence of a Change of Control, if earlier, to
have amounts and benefits determined and payable under the terms of this
Supplemental Plan as if a Change of Control had not occurred.
4. Notwithstanding anything in this Supplemental Plan to the
contrary, each Participant who has made an election under subsection (3),
above, may elect within 90 days following a Change of Control, in a time and
manner determined by the Compensation Committee, to receive a lump sum payment
calculated under the provisions of subsection (2), above, determined as of the
Valuation Date next preceding such payment, except that such amount shall be
reduced by 5% and such reduction shall be irrevocably forfeited to the Company
by the Participant. Furthermore, as a result of such election, the
Participant shall no longer be eligible to participate or otherwise benefit
under the Supplemental Plan. Payments under this subsection (4) shall be made
not later than 7 days following receipt by the Company of the Participant's
election. The Compensation Committee shall, no later than 7 days after a
Change of Control has occurred, cause written notification to be given to each
Participant eligible to make an election under this subsection (4), that a
Change of Control has occurred and informing such Participant of the
availability of the election.
5. As used in this Section X, a "Change of Control" shall mean:
(a) 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 (i) the then
outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock"), or (ii) the combined
voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a),
the following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from the Company;
(ii) any acquisition by the Company; (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by
the Company; or (iv) any acquisition by any corporation
- 7 -
PAGE 8
pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (c) of this Section X(5); or
(b) 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 Company'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
individuals 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
(c) Business Combination. Approval by the shareholders of the
Company of a reorganization, merger or consolidation, or
sale or other disposition of all or substantially all of the
assets of the Company 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 agency
or regulatory body having jurisdiction over such
transactions (the "Agency") (a "Business Combination"), in
each case, unless, following such Business Combination:
(i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company 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 Company or its principal subsidiary or
all or substantially all of the assets of the Company 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 Company Common Stock and Outstanding Company
Voting Securities, as the case may be;
(ii) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly
or indirectly 20% or more of, respectively, the then
- 8 -
PAGE 9
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
(iii) 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
(d) Regulated Business Combination. Approval by the
shareholders of the Company 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 (i), (ii) and
(iii) of subsection (c) of this Section X(5); or (e)
Liquidation or Dissolution. Approval by the shareholders of
the Company of a complete liquidation or dissolution of the
Company or its principal subsidiary.
6. For purposes of this Section X, the term "Valuation Date" means
the last day of each calendar year and such other dates as the Plan
Administrator deems necessary or appropriate to value the Participants'
benefits under this Special Plan.
Section XI - CONSTRUCTION
The Supplemental Plan and the rights and obligations of the parties
hereunder shall be construed in accordance with the laws of the Commonwealth
of Virginia.
Section XII - EFFECTIVE DATE
The Effective Date of this Supplemental Benefit Plan shall be January
1, 1989.
- 9 -