ARTICLES OF AMENDMENT
1. Name. The name of the corporation is CSX Corporation.
2. The Amendment. The Amendment amends and restates Article X of the
corporation's Amended and Restated Articles of Incorporation in the form
attached hereto. The Amendment did not require shareholder approval.
3. Board Action. The Board of Directors adopted the Amendment at a
meeting held on June 27, 2000.
4. Certificate Required by Law. These Articles of Amendment contain all
of the information required by Section 13.1-710 of the Code of Virginia and
this paragraph constitutes the Certificate required by that Section.
Dated: June 27, 2000
CSX CORPORATION
By: /s/ Alan Rudnick
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Name: Alan Rudnick
Title: Vice President - General Counsel
& Secretary
ARTICLES OF AMENDMENT
Article X
SERIAL PREFERRED STOCK, SERIES B
Pursuant to resolutions adopted by the Board of Directors of the
Corporation on April 29, 1986 and June 27, 2000, 3,000,000 shares of Serial
Preferred Stock constitute a series of Serial Preferred Stock designated as the
Junior Participating Preferred Stock, Series B (the "Series B Stock"), the
shares of which have the following rights and preferences;
10.1. Designation and Amount. The shares of such series shall be
designated as "Junior Participating Preferred Stock, Series B" and the number of
shares constituting such series shall be 3,000,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of the Series B Stock to a number
less than that of the shares then outstanding.
10.2. Dividends and Distributions.
(a) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of the Series B Stock with respect to dividends, the holders of shares of
the Series B Stock, in preference to the holders of Common Stock of the
Corporation and of any other junior stock, shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash on the fifteenth day (or, if
not a business day, the preceding business day) of March, June, September and
December in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of the Series B
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in shares of Common Stock,
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
the Series B Stock. In the event the Corporation shall at any time after May 29,
1998 declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of
shares of the Series B Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
(b) The Corporation shall declare a dividend or distribution
on the Series B Stock as provided in paragraph (a) of this Section immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series B
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(c) Dividends shall begin to accrue and be cumulative on
outstanding shares of the Series B Stock from the Quarterly Dividend Payment
Date next preceding the date of issue of such shares of the Series B Stock,
unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the date
of issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of the Series B Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of the Series B Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of the Series B Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be not more than 60 days prior to the date fixed for the
payment thereof.
10.3. Voting Rights. The holders of shares of the Series B Stock
shall have the following voting rights:
(a) Subject to the provision for adjustment hereinafter set
forth, each share of the Series B Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the shareholders of the Corporation.
In the event the Corporation shall at any time after May 29, 1998 declare or pay
any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes per share to which holders of shares of
the Series B Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(b) Except as otherwise provided herein or by law, the holders
of Shares of the Series B Stock and the holders of shares of Common Stock shall
vote together as one class on all matters submitted to a vote of shareholders of
the Corporation.
(c) Except as set forth herein, holders of the Series B Stock
shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.
10.4. Certain Restrictions.
(a) Whenever quarterly dividends or other dividends or
distributions payable on the Series B Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of the Series B Stock
outstanding shall have been paid in full, the Corporation shall not:
(i) declare, set apart or pay dividends on or make any
other distributions on the Common Stock or any shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series B Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series B Stock, except
dividends paid ratably on the Series B Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled; or
(iii) redeem or purchase or otherwise acquire for
consideration shares of the Series B Stock, any such parity stock or any stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) with the Series B Stock, or set aside for or pay to any sinking fund
therefore.
(b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 4 purchase or otherwise acquire such shares at such time and in
such manner.
10.5. Reacquired Shares. Any shares of the Series B Stock purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.
10.6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of Common Stock or of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to the Series B
Stock unless, prior thereto, the holders of shares of the Series B Stock shall
have received $100 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, provided that the holders of shares of the Series B Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of Common Stock, or (2) to the holders of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series B Stock, except distributions made ratably on the
Series B Stock and all other such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time
after May 29, 1998 declare or pay any dividend on Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of the Series B Stock were entitled
immediately prior to such event under the provision of clause (1) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
10.7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transition in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
the Series B Stock shall at the same time be similarly exchanged or changed in
an amount per share (subject to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time after May 29, 1998 declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of the Series B Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
10.8. No Redemption. The shares of the Series B Stock shall not be
redeemable.
10.9. Rank. The Series B Stock shall rank junior to all other series
of the Corporation's preferred stock outstanding as of April 29, 1986, as to the
payment of dividends and the distribution of assets.
10.10. Amendment. The Articles of Incorporation shall not be amended
in any manner which would materially alter or change the power, preferences or
special rights of the Series B Stock so as to affect them adversely without the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of the Series B Stock, voting together as a single voting group.