Exhibit 10.5 o DIRECTORS' MATCHING GIFT PROGRAM CSX Corporation Directors' Matching Gift Program ("Program") reflects CSX's commitment to the communities in which the Company and its subsidiaries operate. As part of its program of corporate philanthropy, the Company contributes through the Program to education, civic, cultural, and health and human service programs. o FOR CURRENT DIRECTORS OF THE COMPANY CSX will match Director contributions from a minimum of $25 to an aggregate maximum of $25,000 annually to civic, cultural, educational, and health and human services institutions on a two-for-one basis subject to certain restrictions. The contributions to be matched must be personal gifts from the Director's own funds, paid in cash or securities. Pledges do not qualify for matches. The Program is available to all active Directors of the Company. Individuals who have retired from service as Directors of the Company may participate in this program through the sixth anniversary of their retirement. Gifts by participants may be made jointly with their spouses. o ELIGIBLE ORGANIZATIONS Gifts are eligible for match only if they fall within the guidelines for CSX Corporation's charitable contributions. To be eligible to receive a match, an organization or institution must qualify as exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code. Certain restrictions apply to organizations which qualify for matching gifts. The following do not fall within the CSX Corporation guidelines for charitable contributions: o Gifts to organizations which discriminate in violation of law in provision of benefits on the basis of race, religion, national origin, gender, or physical disability. o Gifts to schools below college level. o Gifts to educational institutions principally for the support of sports and other non-academic activities. o Gifts to organizations whose principal purpose is sectarian in nature or whose beneficiaries are determined on sectarian considerations. o Political contributions of any nature. o Activities forbidden by law. CSX Corporation reserves the right to determine whether gifts to organizations fall within guidelines for CSX Corporation's charitable contributions. PROGRAM ADMINISTRATION The Program is administered by the CSX Corporation Corporate Secretary and the Board of Directors of CSX Corporation and may be suspended, revoked, terminated or amended at any time. Determination of eligibility of any organization or institution to receive matching funds under this program will be made by CSX Corporation under authority of the Board of Directors. Questions as to interpretation, application, administration or other aspects of the program, including eligibility, should be addressed to Mr. Alan A. Rudnick, Vice President-General Counsel and Corporate Secretary, CSX Corporation, 901 East Cary Street, Richmond VA 23219, phone (804) 782-1525, fax (804) 783-1356. 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 organization or institution. The qualifying organization or institution, upon receipt of the gift and this folder, should complete Part B of the Application and return the entire original folder to the Administrator of Corporate Contributions at the address below. Upon request, the beneficiary organization or 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 Matching Gift forms may be secured from the Administrator of Corporate Contributions. Requests for information and all correspondence relating to the Directors' Matching Gift Program should be addressed to: Ms. Anita H. Hill Administrator - Corporate Contributions CSX Corporation P. O. Box 85629 Richmond, Virginia 23285-5629 Part A -- Director's Section (To be completed by Director, who is to send this entire pamphlet, together with gift, to charitable institution) Date _____________________ Enclosed is my personal donation of $_________________ to ____________________________________________________ Name of Charitable Institution ______________________________________________________________________________________________________________ Address of Charitable Institution I hereby authorize the institution named above to report this gift to the Administrator - Corporate Contributions of CSX Corporation, for the purpose of qualifying for a contribution in accordance with the provisions of the Company's Matching Gift Program. Name _______________________________________________ Social Security No. ______________________________ Street Address _____________________________________ City ______________________ State ________ Zip _______ Director's Signature __________________________________________________________________ Part B -- Beneficiary's Section (To be completed by an appropriate financial officer of the charitable institution, and returned to the Administrator - Corporate Contributions; 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 Charitable Institution Signature _____________________________________________________ ___________________________________________ Address of Charitable Institution (Name (print or type in full) ____________________________________________________ Title _______________________________________ ____________________________________________________ Date _______________________________________