PLAN OVERVIEW

The Directors Charitable Gift Program provides an opportunity for CSX Corporation and the Directors to jointly participate in a program of charitable giving. Under the plan, with certain limitations, each Director has the ability to designate large contributions to various charities of his or her choice.

The plan is designed such that there is no current tax cost to the Directors and no long-term cost to CSX Corporation. In addition, the plan generates a positive public relations image for the Company and public recognition to the Directors for their personal achievement through their own philanthropy.

HOW THE PLAN WORKS

The Directors Charitable Gift Program works as follows:

- Upon the death of a Director who is a participant in the plan, CSX makes tax-deductible charitable contributions totaling $1,000,000 on the Director's behalf to the charity or charities selected by the Director.

- $100,000 will be paid upon the Director's retirement. The balance of $900,000 will be paid in annual increments of $100,000 commencing on the Director's death.

- The charitable donations will be funded by corporate-owned life insurance on the Director's life. CSX is the owner and beneficiary of the policy.

- CSX pays the premiums. At the death of the Director, CSX receives tax-free benefits.

ADMINISTRATION OF THE PLAN

The plan shall be administered by the Organization and Corporate Responsibility Committee of the Board (the "Committee") in consultation with the Chairman of the Board and the Chief Executive Officer.

The Committee shall have full power and authority to adopt, alter and repeal any administrative rules, regulations and practices governing the operation of the plan as it shall deem advisable and to interpret the terms and provisions of the plan. All decisions, interpretations or resolutions of the Committee shall be conclusive and binding on all interested parties.

ELIGIBILITY

Participation in the plan is discretionary and determined by the Committee. No Director shall be a participant in the plan until he or she has completed five years of service as a Director.

BENEFITS

Upon the death of a Director currently serving on the CSX Board or retired from the Board who is a plan participant, CSX will make contributions to the designated charity or charities totaling $1,000,000.

DESIGNATION OF CHARITABLE ORGANIZATION

- Each Director may designate up to five charities as donees of the $1,000,000 contribution to be made by CSX for filing with the Corporate Secretary of CSX a written designation in a form approved by the Committee. The Director's designation shall be confirmed in writing by the Corporate Secretary after approval by the Committee.

- In addition to the designation, the Director shall make a determination as to the amount awarded to each charity. The minimum single award amount is $100,000.

- $100,000 will be paid upon the Director's retirement. The balance of $900,000 will be paid in annual increments of $100,000 commencing on the Director's death.

- Each such charity designated as a donee must be a tax-exempt organization qualified as such under Section 501(c)(3) of the Internal Revenue Code, as amended consistent with CSX Corporation guidelines for charitable gifts.

- CSX shall send each designated charity a written notification of such designation on a form approved by the Committee unless directed otherwise by the donor Director.

- Prior to death, the designation of a charity or an award amount may be revoked or changed by the Director at any time by filing a new written designation form with the Corporate Secretary, who will confirm the new designation in writing after approval by the Committee.

AMENDMENT AND DISCONTINUANCE

CSX may at any time amend, suspend or discontinue the plan.

CHANGE IN CONTROL

In the event of a Change in Control as defined herein, donations to charities or other non-profit organizations contemplated hereby may be made as the Committee may determine as of the date of such Change In Control and then paid on such basis and in such form as the Committee may prescribe.

"Change of Control" shall mean any of the following:

(i) The acquisition, other than from CSX Corporation, 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")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of common stock of CSX or the combined voting power of the then outstanding voting securities of CSX entitled to vote generally in the election of directors, but excluding for this purpose, any such acquisition by CSX or any of its subsidiaries, or any employee benefit plan (or related trust) of CSX or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the common stock and voting securities of CSX immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of common stock of CSX or the combined voting power of the then outstanding voting securities of CSX entitled to vote generally in the election of directors, as the case may be; or

(ii) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election by CSX Corporation'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 individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of CSX (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(iii) Approval by the stockholders of CSX of a reorganization, merger or consolidation, in each case, with respect to which the individuals and entities who were the respective beneficial owners of the common stock and voting securities of CSX immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation 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 reorganization, merger or consolidation, or a complete liquidation or dissolution of CSX or of its sale or other disposition of all or substantially all of the assets of CSX.

EFFECTIVE DATE

The effective date of the plan, as amended, is December 9, 1992.

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.

- -        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.

The Corporate Secretary reserves the right to determine eligibility of an institution to receive matching funds under this program.

- -        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

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

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

Mr. Jerry R. Davis
6501 Stonesthrough Drive
Omaha, Nebraska 68152

Dear Jerry:

This letter will confirm the details of your employment as chief operating officer of CSX Rail Transport. We are very excited about your joining CSXT and are confident that you will make a very significant contribution to CSXT.

Salary and Annual Incentive

Your initial salary will be $300,000 per annum with a guaranteed bonus during 1989 and 1990 of $200,000. CSX's annual incentives are paid in February following completion of the year. You will be in CSX salary grade 31 with an annual incentive opportunity of 69%.

Long Term Incentives

As the chief operating officer of CSX Rail Transport, annually you will receive a contingent grant of 5,005 performance shares and 13,125 non- qualified stock options in tandem with 6,910 stock appreciation rights (20,235 total) exercisable over ten years.

Performance shares (unrestricted shares of CSX Common stock) are paid at the completion of three year cycles. The number of shares paid is determined by the extent to which CSXT achieves its financial and strategic goals. This plan was introduced in 1987 and has had two interim payouts of 90% and 80% of maximum awards. Assuming you joined CSXT this July, you would be eligible for pro-rata awards for cycles beginning in 1987 (1/6), 1988 (1/2) and 1989 (5/6). The schedule below depicts the hypothetical value of this plan based upon payouts of 85% and annual growth in CSX stock of 7% per annum (five year average).

Payment Date                 # Shares                Value
- ------------                 --------               -------
February 1990                  708 (1/6)            $25,665
         1991                2,125 (1/2)             82,408
         1992                3,541 (5/6)            146,951
         1993                4,250                  188,700
         1994                4,250                  201,909
         1995                4,250                  216,043

Grant                          Exercise
Year          Grant Size         Year              Gain
-----         ----------       --------          --------
1990            20,235           1995            $295,229
1991            20,235           1996             315,895
1992            20,235           1997             338,007
1993            20,235           1998             361,668
1994            20,235           1999             386,984
1995            20,235           2000             414,074

As a special incentive to improve CSXT's results and thereby improve CSX's stock price, upon employment you will receive a special performance stock option grant of 50,000 shares. This grant will expire in November 1993 and can be exercised in increments of 25% (12,500 shares) when CSX stock reaches $40 and $45 and the final 50% (25,000 shares) when CSX stock reaches $50 per share. CSX's stock price at close of business today was $33 7/8.

Retirement

You will participate in both the CSX Pension Plan and Special Retirement Plan. The latter plan provides an additional year of credited service ("2 for 1") for each year of actual service with a maximum of 44 years of service. For example, if you worked five years at CSX, you would receive ten years of credited service in the calculation of your pension. In addition, upon completing ten years at CSX, we would include all of your UP service in the CSX pension calculation, less the amount of your UP pension. Your maximum creditable service can not exceed 44 years (versus 40 years in the UP Pension Plan).

The table below depicts your annual pension under both the CSX and UP plans assuming retirement at age 61 with average final compensation of $500,000 and total UP and CSX railroad service of 41.8 years. The CSX pension is greater because of the "2 for 1" crediting and a substantially lower reduction factor for retirement before age 65.

                            CSX                     UP
                       Annual Pension          Annual Pension
Avg. Comp.                 Age 61                  Age 61
- ----------             --------------         ---------------
 $500,000                 $313,860                $247,904

Mr. Jerry R. Davis
June 21, 1989

Deferred Compensation

CSX offers its executives several plans to defer receipt of salary and bonus income until retirement. Deferrals are not taxed until receipt and build up tax-free in various investment funds of your choice. As an inducement for you to join CSXT, we will permit you to defer $200,000 of bonus into a plan (otherwise closed to new members) that credits 16% per annum. The attached schedule indicates that a $200,000 deferral in February 1990 would generate additional annual income of $153,276 at age 62 payable for 15 years.

Life Insurance

Until age 55, CSX will provide you with term life coverage of $1,500,000 (three times salary and bonus). At age 55 this coverage is reduced to 2 times salary and bonus. There is a further reduction at ages 60, 65 and
70. You may also purchase optional term life coverage up to $900,000 (three times salary).

Perquisites

You will be entitled to the following additional benefits:

- tax preparation service by Ernst & Whinney
- city club and country club memberships
- monthly car allowance of $575
- 50% discount while vacationing at The Greenbrier
- annual physical exam at Greenbrier Clinic

We trust this information is helpful to you in understanding the terms of your employment. We have based our projections on what we believe to be reasonable assumptions and current plan provisions.

If I can be of any assistance to you in understanding this letter, please call me at (804) 782-1535 (O) or (804) 379-3022 (H).

Sincerely,

/s/ DONALD D. DAVIS
-------------------
Donald D. Davis
Senior Vice Present-
Human Resources

THIS AGREEMENT is made this 9th day of February, 1994 by and between CSX Corporation, a Virginia corporation ("CSX"), and John W. Snow (the "Executive").

Recitals

WHEREAS, the Executive has served as Chairman of the Board, President and Chief Executive Officer of CSX since February 1991;

WHEREAS, during the time the Executive has served as Chairman of the Board, President and Chief Executive Officer of CSX, there has been a substantial improvement in the financial performance of CSX and a substantial increase in the per share price of Common Stock of CSX;

WHEREAS, the Compensation and Pension Committee (the "Committee") of the Board of Directors (the "Board") of CSX have determined that it is important for the continued success of CSX that its chief executive officer maintain a substantial stock ownership interest so that he will have a more direct and proprietary interest in the future success and financial performance of CSX;

WHEREAS, the Committee and the Board have determined that it is important for the continued improvement of the financial performance of CSX and its effect on the per share price of Common Stock of CSX that the Executive's employment by CSX be continued;

WHEREAS, the Committee and the Board have determined that it is in the best interests of CSX and its stockholders to provide an incentive to the Executive to continue his employment with CSX, both for the reasons set forth hereinabove and so as to afford CSX the opportunity to continue to identify and develop potential candidates to succeed the Executive as the chief executive officer of the Company;

WHEREAS, CSX has adopted the 1987 Long-Term Performance Stock Plan, as amended from time to time (the "Plan"), a copy of which is attached hereto as Appendix A and made a part hereof, to enable officers and key employees of CSX and its subsidiaries who are responsible for contributing to the financial success and growth of CSX to acquire or increase their stock ownership in CSX, thus providing them with a more direct and proprietary interest in CSX;

WHEREAS, the Committee has approved a grant, effective as of the date of this Agreement, to the Executive of options to purchase shares of Common Stock of CSX upon the terms and conditions set forth hereinbelow;

WHEREAS, the Committee and the Board have approved the terms and conditions of this Agreement for the purposes set forth hereinabove.

NOW, THEREFORE, in consideration of the above premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant of Options. As of the date of this Agreement, CSX hereby grants, and the Executive hereby accepts, 500,000 Non-Qualified Stock Options (as that term is defined in the Plan), each to purchase one (1) share of the Common Stock of CSX at $89.875 per share under the terms and conditions set forth in the Plan (the "Options"), with the Options to be exercisable as follows:

(a) Provided that the Executive has been continuously employed by CSX for the period from the date of this Agreement until the third anniversary of the date of this Agreement, 100,000 Options will become exercisable in full at the later to occur of (i) the third anniversary of the date of this Agreement or (ii) that day which is the first business day after the occurrence of ten (10) consecutive business days on which the Fair Market Value of the Common Stock of CSX for each such day was equal to or greater than $100.00 per share. Notwithstanding the foregoing, in the event of the Separation From Employment of the Executive on account of his death or Disability prior to the third anniversary of this Agreement, the Executive (or his Fiduciary) shall be entitled to exercise the Options granted pursuant to this subsection (a) as to that number of shares of Common Stock determined by multiplying 100,000 by a fraction, the numerator of which shall be the number of Completed Months after the date of this Agreement and prior to the date of such death or Disability and the denominator of which shall be 36. The Executive (or his Fiduciary) may only exercise such Options described in the previous sentence if one (1) year has elapsed from the date of grant and condition (ii) has been satisfied. The remainder of the Options granted pursuant to this subsection (a) shall become null and void and of no further force or effect.

(b) Provided that the Executive has been continuously employed by CSX for the period from the date of this Agreement until the fourth anniversary of the date of this Agreement, an additional 150,000 Options shall become exercisable in full at the later to occur of (i) the fourth anniversary of the date of this Agreement or (ii) that day which is the first business day after the occurrence of ten (10) consecutive business days on which the Fair Market Value of the Common Stock of CSX for each such day was equal to or greater than $110.00 per share. Notwithstanding the foregoing, in the event of the Separation From Employment of the Executive on account of his death or Disability prior to the fourth anniversary of this Agreement, the Executive (or his Fiduciary) shall be entitled to exercise the Options granted pursuant to this subsection (b) as to that number of shares of Common Stock determined by multiplying 150,000 by a fraction, the numerator of which shall be the number of Completed Months after the date of this Agreement and prior to the date of such death or Disability and the denominator of which shall be 48. The Executive (or his Fiduciary) may only exercise such Options described in the previous sentence if one (1) year has elapsed from the date of grant and condition (ii) has been satisfied. The remainder of the Options granted pursuant to this subsection (b) shall become null and void and of no further force or effect.

(c) Provided that the Executive has been continuously employed by CSX for the period from the date of this Agreement until the fifth anniversary of the date of this Agreement, an additional 250,000 Options shall become exercisable in full at the later to occur of (i) the fifth anniversary of the date of this Agreement or (ii) that day which is the first business day

after the occurrence of ten (10) consecutive business days on which the Fair Market Value of the Common Stock of CSX for each such day was equal to or greater than $120.00 per share. Notwithstanding the foregoing, in the event of the Separation From Employment of the Executive on account of his death or Disability prior to the fifth anniversary of this Agreement, the Executive (or his Fiduciary) shall be entitled to exercise the Options granted pursuant to this subsection (c) as to that number of shares of Common Stock determined by multiplying 250,000 by a fraction, the numerator of which shall be the number of Completed Months after the date of this Agreement and prior to the date of such death or Disability and the denominator of which shall be 60. The Executive (or his Fiduciary) may only exercise such Options described in the previous sentence if one (1) year has elapsed from the date of grant and condition (ii) has been satisfied. The remainder of the Options granted pursuant to this subsection (c) shall become null and void and of no further force or effect.

Notwithstanding the foregoing, the Options shall not be exercisable after February 8, 2004. Options may be exercised simultaneously or at different times.

2. Exercise of Options. Notice of an exercise of Options shall be given by the Executive in writing to the Corporate Secretary of CSX stating the number of shares with respect to which the Options are exercised. As provided in the Plan, the full purchase price of the shares being purchased through exercise of Options shall be tendered at the time of and shall accompany such notice.

Further, as provided in the Plan, income and payroll withholding taxes for federal, state or local jurisdictions must be paid to CSX at the time payment is made for shares purchased through exercise of Options. Notwithstanding any other provision of this Agreement, as permitted by law, the Executive may tender shares of CSX Common Stock as payment for options exercised and may cause withholding tax obligations to be satisfied using CSX Common Stock realized as a result of the option exercise, or, at the Company's discretion, by an adjustment equal in value to the amount of such obligations, in the number of shares transferred to the Executive.

3. Section 16 Compliance. If the Executive has been notified by CSX that he is an "officer," within the meaning of Regulation 16a-1(f) of the Securities and Exchange Commission (17 C.F.R. 240.16a-1(f)) (hereinafter called "Statutory Insider"), the Executive shall comply with all laws and regulations applicable to such Statutory Insiders. If the Executive is not a Statutory Insider, then the Executive will be deemed to be a "Contractual Insider" and, as a Contractual Insider, the Executive shall comply with and be bound by all requirements of regulations promulgated by the Securities and Exchange Commission pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, except insofar as such regulations require the filing of reports or forms with the Securities and Exchange Commission. CSX may, for good reason shown and in its sole discretion, excuse any failure of a Contractual Insider to comply with the aforesaid rules of the Securities and Exchange Commission, and no penalty or forfeiture shall be assessed against the Executive upon such excuse from performance. Further, the Executive, whether a Statutory Insider or Contractual Insider, shall provide such information as CSX may request regarding securities which are issued by CSX

and which the Executive owns (whether directly or beneficially, and regardless of whether held by the Executive in the Executive's name, in a brokerage account, in an individual retirement account, or in a program in which the Executive participates that has been established for employees of CSX or its affiliates or otherwise), or which the Executive has sold or otherwise transferred.

4. Limitations on Sales. In consideration of the grant of the Options set forth hereinabove, the Executive agrees to the following restrictions on his ability to sell or otherwise dispose of any shares of Common Stock of CSX acquired upon exercise of any of the Options (the "Option Shares"):

(a) During the Executive's employment with CSX and during the one (1) year period following the Executive's Separation From Employment with CSX for any reason other than Disability, the Executive shall not sell or otherwise dispose of any of the Option Shares.

(b) During the one (1) year period following the first anniversary of the Executive's Separation From Employment with CSX for any reason other than Disability, the Executive shall not sell or otherwise dispose of in excess of one-third of the aggregate number of Option Shares.

(c) During the two (2) year period following the first anniversary of the Executive's Separation From Employment with CSX for any reason other than Disability, the Executive shall not sell or otherwise dispose of in excess of two-thirds of the Option Shares.

The foregoing restrictions shall immediately terminate and be of no further force or effect in the event of the Executive's death, his Separation From Employment due to Disability or due to a Change in Control as described in the Plan.

5. Provisions of the Plan and the Agreement. The Options are accepted subject to all of the terms and provisions of the Plan, as amended from time to time, and of this Agreement, except that no amendment to the Plan may, without the written consent of the Executive, terminate the Options or materially and adversely affect his rights under the Options or this Agreement. Capitalized terms, not otherwise defined in this Agreement, which are used in this Agreement and which are defined in the Plan shall have the meanings ascribed to them in the Plan. The Executive represents that he has read and is familiar with the terms and provisions of the Plan. All interpretations and decisions by the Committee referred to in the Administration Section of the Plan on any questions under the Plan or this Agreement shall be binding, conclusive and final.

6. Definitions. The following terms shall have the following meanings when utilized in this Agreement:

(a) "Completed Month": The term Completed Month shall mean a period beginning on the monthly anniversary date of this Agreement and ending on the day before the next monthly anniversary.

(b) "Disability": The term Disability shall mean long-term disability as determined under CSX's Salary Continuance and Long-Term Disability Plan.

(c) "Fiduciary": The term Fiduciary shall mean any guardian, committee, trustee, executor, administrator or conservator legally appointed to handle the affairs of the Executive or his estate.

(d) "Retirement": The term Retirement shall mean termination of employment with immediate commencement of retirement benefits under CSX's pension plan.

(e) "Separation From Employment": The term Separation From Employment shall mean an employee's separation from employment with CSX as a result of Retirement, death, Disability, or termination of employment (voluntary or involuntary).

7. Entire Agreement; Modifications; Waiver. This Agreement and the Plan constitute the entire agreement between the parties concerning the terms and conditions of the Options. Neither this Agreement nor any provision hereof may be changed, modified, amended, discharged, terminated or waived orally or by any course of dealing or purported course of dealing, except by an agreement in writing signed by the Executive and CSX. The waiver of or the failure to enforce any breach of this Agreement shall not be deemed to be a waiver of any other breach hereof.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal as of the day and year first above written.

WITNESS:                           CSX CORPORATION

                                   By: /s/ ALAN A. RUDNICK         (SEAL)
- --------------------------------   -------------------------------
                                   Name: Alan A. Rudnick

                                   Title: Vice President-General
                                   Counsel and Corporate Secretary


                                   /s/ JOHN W. SNOW
- --------------------------------   -------------------------------
                                   John W. Snow

Appendix A

CSX CORPORATION

1987 Long-Term Performance Stock Plan as Amended and Restated May 3, 1994

1. Purpose

The purpose of the CSX Corporation Long-Term Performance Stock Plan is to attract and retain outstanding individuals as officers and key employees of CSX Corporation and its subsidiaries, to furnish motivation for the achievement of long-term performance objectives by providing such persons opportunities to acquire ownership of common shares of the Company, monetary payments based on the value of such shares or the financial performance of the Company, or both, on terms as herein provided. It is intended that the Incentives provided under this Plan will be treated as qualified performance- based compensation within the meaning of section 162(m) of the Code.

2. Definitions

Whenever the following words are capitalized and used in the Plan, they shall have the respective meanings set forth below, unless a different meaning is expressly provided. Unless the context clearly indicates to the contrary, in reading this document the singular shall include the plural and the masculine shall include the feminine.

a. Beneficiary: The term Beneficiary shall mean the person designated by the Participant, on a form provided by the Company, to exercise the Participant's rights in accordance with section 14 of the Plan in the event of his death.

b. Board of Directors: The term Board of Directors or Board means the Board of Directors of CSX Corporation.

c. Cause: The term Cause means (i) an act or acts of personal dishonesty of a Participant intended to result in substantial personal enrichment of the Participant at the expense of the Company or any of its subsidiaries, (ii) violation of the management responsibilities by the Participant which is demonstrably willful and deliberate on the Participant's part and which is not remedied in a reasonable period of time after receipt of written notice from the Company or a subsidiary, or (iii) the conviction of the Participant of a felony involving moral turpitude.

d. Change in Control: The term Change in Control is defined in section 19.

e. Code: The term Code means the Internal Revenue Code of 1986, as amended.

f. Committee: The term Committee means a committee appointed from time to time by the Board of Directors to administer the Plan.

g. Company: The term Company means CSX Corporation and/or its subsidiary companies.

h. Completed Month: The term Completed Month shall mean a period beginning on the monthly anniversary date of a grant of an Incentive and ending on the day before the next monthly anniversary.

i. Covered Employee: The term Covered Employee shall mean the chief executive officer of the Company or any other individual who is among the four
(4) highest compensated officers or who is otherwise a covered employee within the meaning of section 162(m) of the Code, as determined by the Committee.

j. Disability: The term Disability means long-term disability as determined under the Company's Salary Continuance and Long-Term Disability Plan.

k. Exchange Act: The term Exchange Act means the Securities Exchange Act of 1934, as amended.

l. Exercisability Requirements: The term Exercisability Requirements used with respect to any grant of options means such restrictions or conditions on the exercise of such options that the Committee may, in its discretion, add to the one-year holding requirement contained in Sections 7 and 8.

m. Fair Market Value: The term Fair Market Value shall be deemed to be the mean between the highest and lowest quoted selling prices of the stock per share as reported under New York Stock Exchange-Composite Transactions on the day of reference to any event to which the term is pertinent, or, if there is no sale that day, on the last previous day on which any such sale occurred.

n. Incentive: The term Incentive means any incentive under the Plan described in section 6.

o. Objective Standard: The term Objective Standard means a formula or standard by which a third party, having knowledge of the relevant performance results, could calculate the amount to be paid to a Participant. Such formula or standard shall specify the individual employees or class of employees to which it applies, and shall preclude discretion to increase the amount payable that would otherwise be due upon attainment of the objective.

p. Participant: The term Participant means an individual designated by the Committee as a Participant pursuant to section 5.

q. Performance Objective: The term Performance Objective shall mean a performance objective established in writing by the Committee prior to the commencement of the Performance Period to which the performance objective relates and at a time when the outcome of such objective is substantially uncertain. Each Performance Objective shall be established in such a way that a third party having knowledge of the relevant facts could determine whether the objective is met. A Performance Objective may be based on one or more business criteria that apply to the individual Participant, a business unit or the Company as a whole, and shall state, in terms of an Objective Standard, the method of computing the amount payable to the Participant if the

Performance Objective is attained. With respect to Incentives granted to Covered Employees, the material terms of the Performance Objective shall be disclosed to, and must be subsequently approved by, a vote of the shareholders of the Company, consistent with the requirements of section 162(m) of the Code and the regulations thereunder. The Performance Objectives are disclosed in Addendum I.

r. Performance Period: The term Performance Period means a fixed period of time, established by the Committee, during which a Participant performs service for the Company and during which Performance Objectives may be achieved.

s. Plan: The term Plan means this CSX Corporation 1987 Long-Term Performance Stock Plan as amended or restated from time to time.

t. Retirement: The term Retirement means termination of employment with immediate commencement of retirement benefits under the Company's defined benefit pension plan.

u. Separation From Employment: The term Separation From Employment means an employee's separation from employment with the Company as a result of Retirement, death, Disability, or termination of employment (voluntarily or involuntarily). A Participant in receipt of periodic severance payments shall be considered separated from employment on the day preceding the day such severance payments commenced.

3. Number of Shares

Subject to the provisions of section 16 of this Plan, the maximum number of shares which may be issued pursuant to the Incentives shall be 16,000,000 shares of the Company's common stock, par value $1.00 per share. Such shares shall be authorized and unissued shares of the Company's common stock. Subject to the provisions of section 16, if any Incentive granted under the Plan shall terminate or expire for any reason without having been exercised in full, the unissued shares subject thereto shall again be available for the purposes of the Plan. Similarly, shares which have been issued, but which the Company retains or which the Participant tenders to the Company in satisfaction of income and payroll tax withholding obligations or in satisfaction of the exercise price of any option shall remain authorized and shall again be available for the purposes of the Plan, provided, however, that any such previously issued shares shall not be the subject of any grant under the Plan to any officer of the Company who, at the time of such grant, is subject to the short-swing trading provisions of section 16 of the Exchange Act.

4. Administration

The Plan shall be administered by the Committee. The Committee shall consist of three or more members of the Board of Directors. No member of the Committee shall be eligible to receive any Incentives under the Plan while a member of the Committee. A majority of the Committee shall constitute a quorum. The Committee shall recommend to the Board individuals to receive Incentives, including the type and amount thereof, unless the Board shall have delegated to the Committee the authority and power to select persons to whom

Incentives may be granted, to establish the type and amount thereof, and to make such grants.

Subject to the express provisions of the Plan, the Committee shall have authority to construe any agreements entered into with any person in respect of any Incentive or Incentives, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of any such agreements and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any agreement under the Plan in the manner and to the extent it shall deem expedient to carry it into effect, and it shall be the sole and final judge of such expedience. Any determination of the Committee under the Plan may be made without notice of meeting of the Committee by a writing signed by a majority of the Committee members. The determinations of the Committee on the matters referred to in this section 4 shall be conclusive.

5. Eligibility and Participation

Incentives may be granted only to officers and key employees of the Company and of its subsidiaries at the time of such grant as the Committee in its sole discretion may designate from time to time to receive an Incentive or Incentives. An officer or key employee who is so designated shall become a Participant. A director of the Company or of a subsidiary who is not also an officer or employee of the Company or of such subsidiary will not be eligible to receive an Incentive.

The Committee's designation of an individual to receive an Incentive at any time shall not require the Committee to designate such person to receive an Incentive at any other time. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Incentives, including without limitation
(a) the financial condition of the Company, (b) anticipated financial results for the current or future years, including return on invested capital, (c) the contribution by the Participant to the profitability and development of the Company through achievement of established strategic objectives, and (d) other compensation provided to Participants.

6. Incentives

Incentives may be granted in any one or a combination of (a) Incentive Stock Options; (b) Non-Qualified Stock Options; (c) Stock Appreciation Rights; (d) Performance Shares; (e) Performance Units; and (f) Restricted Stock, all as described below and pursuant to the terms set forth in sections 7-11 hereof. With respect to Items (a)-(c), the maximum number of shares of common stock of the Company with respect to which these Incentives may be granted any Plan Year to any Participant will be 750,000. With respect to Items (d)-(f), the maximum number of shares of common stock of the Company with respect to which these Incentives may be granted during any Plan Year to any Participant will be 150,000.

7. Incentive Stock Options

Incentive Stock Options (ISOs) will consist of options to purchase shares of the Company's common stock at purchase prices not less than 100 percent of the Fair Market Value of such common stock on the date of grant. ISOs will be exercisable upon the date or dates specified in an option agreement entered into with a Participant but not earlier than one year after the date of grant of the options and not later than 10 years after the date of grant of the options; provided, however, that whether or not the one-year holding requirement is satisfied, any Exercisability Requirements must be satisfied. For options granted after December 31, 1986, the aggregate Fair Market Value, determined at the date of grant, of shares for which ISOs are exercisable for the first time by a Participant during any calendar year shall not exceed $100,000.

Notwithstanding the provisions of section 5 of this Plan, no individual will be eligible for or granted an ISO if that individual owns stock of the Company possessing more than 10 percent of the total combined voting power of all classes of the stock of the Company or its subsidiaries.

Any Participant who is an option holder may exercise his option to purchase stock in whole or in part upon the date or dates specified in the option agreement offered to him. In no case may an option be exercised for a fraction of a share. Except as set forth in this section 7 and in sections 12 through 15, no option holder may exercise an option unless at the time of exercise he has been in the continuous employ of the Company or one of its subsidiaries since the grant of such option. An option holder under this Plan shall have no rights as a shareholder with respect to any shares subject to such option until such shares have been issued.

For purposes of this section 7, written notice of exercise must be received by the Corporate Secretary of the Company not less than one year nor more than 10 years after the option is granted. Such notice must state the number of shares being exercised and must be accompanied by payment of the full purchase price of such shares. Payment for the shares for which an option is exercised may be made by (1) a personal check or money order payable to CSX Corporation; (2) a tender by the employee (in accordance with procedures established by the Company) of shares of the Company's common stock having a Fair Market Value on the date of tender equaling the purchase price of the shares for which the option is being exercised; or (3) any combination of (1) and (2).

8. Non-Qualified Stock Options

Non-Qualified Stock Options (NQSOs) will consist of options to purchase shares of the Company's common stock at purchase prices not less than 100 percent of the Fair Market Value of such common stock on the date of grant. NQSOs will be exercisable upon the date or dates specified in an option agreement entered into with a Participant but not earlier than one year after the date of grant of the options and not later than 10 years after the date of grant of the options; provided, however, that whether or not the one- year holding requirement is satisfied, any Exercisability Requirements must be satisfied.

Any Participant may exercise an option to purchase stock upon the date or dates specified in the option agreement offered to him. In no case may an option be exercised for a fraction of a share. Except as set forth in this section 8 and in sections 12 through 15, no option holder may exercise an option unless at the time of exercise he has been in the continuous employ of the Company or one of its subsidiaries since the grant of his option. An option holder under this Plan shall have no rights as a shareholder with respect to any shares subject to such option until such shares have been issued.

For purposes of this section 8, written notice of exercise must be received by the Corporate Secretary of the Company, not less than one year nor more than 10 years after the option is granted. Such notice must state the number of shares being exercised and must be accompanied by payment of the full purchase price of such shares. Payment for the shares for which an option is exercised may be made by (1) a personal check or money order payable to CSX Corporation; (2) a tender by the employee (in accordance with procedures established by the Company) of shares of the Company's common stock having a Fair Market Value on the date of tender equaling the purchase price of the shares for which the option is being exercised; (3) the delivery of a properly executed exercise notice, together with irrevocable instructions to a broker to promptly deliver to the Company either sale proceeds of shares sold to pay the purchase price or the amount loaned by the broker to pay the purchase price; or (4) any combination of (1), (2) and (3).

9. Stock Appreciation Rights

Any option granted under the Plan may include a stock appreciation right (SAR) by which the participant may surrender to the Company all or a portion of the option to the extent exercisable at the time of surrender and receive in exchange a payment equal to the excess of the Fair Market Value of the shares covered by the option portion surrendered over the aggregate option price of such shares. Such payment shall be made in shares of Company common stock, in cash, or partly in shares and partly in cash, as the Committee in its sole discretion shall determine, but in no event shall the number of shares of common stock delivered upon a surrender exceed the number the option holder could then purchase upon exercise of the option. Such rights may be granted by the Committee concurrently with the option or thereafter by amendment upon such terms and conditions as the Committee may determine.

The Committee may also grant, in addition to, or in lieu of options to purchase stock, SARs which will entitle the Participant to receive a payment upon surrender of that right, or portion of that right in accordance with the provisions of the Plan equaling the difference between the Fair Market Value of a stated number of shares of Company common stock on the date of the grant and the Fair Market Value of a comparable number of shares of Company common stock on the day of surrender, adjusted for stock dividends declared between the time of the grant of the SAR and its surrender. The Committee shall have the right to limit the amount of appreciation with respect to any or all of the SARs granted. Payment made upon the exercise of the SARs may be in cash or shares of Company common stock, or partly in shares and partly in cash, as the Committee in its sole discretion shall determine.

For purposes of this section 9, written notice must be received by the Corporate Secretary of the Company between the beginning of the second year and the end of the tenth year after the SAR is granted. Such notice must state the number of SARs being surrendered and the method of settlement desired within the guidelines established from time to time by the Committee. The SAR holder will receive settlement based on the Fair Market Value on the day the written request is received by the Corporate Secretary of the Company.

In certain situations as determined by the Committee, for purposes of this section 9, written notice must be received by the Corporate Secretary of the Company between the third and twelfth business days after the public release of the Company's Quarterly Earnings Report, or between such other, different period as may hereinafter be established by the Securities and Exchange Commission. For such settlements, a Participant subject to a restricted exercise period shall receive settlement based on the highest Fair Market Value during the period described in the foregoing sentence.

The Committee may not grant an SAR or other rights under this section 9 in connection with an incentive stock option if such grant would cause the option or the Plan not to qualify under section 422A of the Code or if it is prohibited by such section or Treasury regulations issued thereunder. Any grant of an SAR or other rights which would disqualify either the option as an ISO or the Plan, or which is prohibited by section 422A of the Code or Treasury regulations issued thereunder, is and will be considered as void and vesting no rights in the grantee. It is a condition for eligibility for the benefits of the option and of the Plan that the Participant agree that in the event an SAR or other right granted should be determined to be void as provided by the foregoing, the Participant has no right or cause of action against the Company.

10. Performance Unit Awards and Performance Share Awards.

The Committee may grant Performance Unit Awards (PUAs) and Performance Share Awards (PSAs) under which payment shall be made in shares of the Company's common stock, in cash, or partly in shares and partly in cash, as the Committee in its sole discretion shall determine. The Committee shall establish in writing and communicate to Participants at the time of grant of each PUA or PSA, Performance Objectives to be achieved during the Performance Period. Awards of PUAs and PSAs may be determined by the average level of attainment of Performance Objectives over multiple Performance periods.

Prior to the payment of PUAs and PSAs, the Committee shall determine the extent to which Performance Objectives have been attained during the Performance Period or Performance Periods in order to determine the level of payment to be made, if any, and shall record such results in the minutes of the meeting of the Committee. In no instance will payment be made if the Performance Objectives are not attained.

Payment, if any, shall be made in a lump sum or in installments, in cash or shares of Company common stock, as determined by the Committee, commencing as promptly as feasible following the end of the Performance Period, except that (a) payments to be made in cash may be deferred subject to such terms and conditions as may be prescribed by the Committee, and (b) payments to be made in Company common stock may be deferred pursuant to an

election filed on forms prescribed and provided by and filed with the Committee. A Participant may elect annually to defer to a date certain, or the occurrence of an event, as provided in the form, the receipt of all or any part of shares of Company common stock he may subsequently become entitled to receive. On forms provided by and filed with the Committee, the Participant shall also specify whether, when the deferral period expires or the restrictions specified below lapse, payment will be in a lump sum or installments over a period not exceeding twenty years. The Committee shall prescribe the time periods during which the election must be filed in order to be effective. Elections to defer are irrevocable. Changes to the date of payment, the period over which payments are to be made and the method of payment are subject to substantial penalties. Shares of Company common stock with respect to which a Participant has made an effective election shall be transferred to a trust and shall remain subject to the claims of the Company's creditors and restricted and may not be sold, hypothecated or transferred (including, without limitation, transfer by gift or donation), except that such shares shall be distributed to Participants and such restrictions shall lapse upon:

a. the death of the Participant;

b. the Disability of the Participant

c. the Participant's termination of employment with the Company or a subsidiary of the Company, subject to the Participant's deferral election; or

d. a Change in Control.

11. Restricted Stock

A Restricted Stock Award (RSA) shall entitle the Participant, subject to his continued employment during the restriction period determined by the Committee and his complete satisfaction of any other conditions, restrictions and limitations imposed in accordance with the Plan, to the unconditional ownership of the shares of the Company's common stock covered by the grant without payment therefor.

The Committee may grant RSAs at any time or from time to time to a Participant selected by the Committee in its sole discretion. The Committee shall establish at the time of grant of each RSA a Performance Period and Performance Objectives to be achieved during the Performance Period.

At the time of grant, the Performance Period and Performance Objectives shall be set forth either in agreements or in guidelines communicated to the Participant in such form consistent with this Plan as the Committee shall approve from time to time.

Following the conclusion of each Performance Period and prior to payment, the Committee shall determine the extent to which Performance Objectives have been attained or a degree of achievement between maximum and minimum Performance Objectives during the Performance Period in order to determine the level of payment to be made, if any, and shall record such results in the minutes of the meeting of the Committee. In no instance will payment be made if the Performance Objectives are not attained.

At the time that an RSA is granted, the Committee shall establish in the written agreement a restriction period applicable to all shares covered by such grant. Subject to the provisions of the next following paragraph, the Participant shall have all of the rights of a stockholder of record with respect to the shares covered by the grant to receive dividends or other distributions in respect of such shares (provided, however, that any shares of stock of the Company distributed with respect to such shares shall be subject to all of the restrictions applicable to such shares) and to vote such shares on all matters submitted to the stockholders of the Company, but such shares shall not be sold, exchanged, pledged, hypothecated or otherwise disposed of at any time prior to the expiration of the restriction period, including by operation of law, and any purported disposition, including by operation of law, shall result in automatic forfeiture of any such shares.

Except as hereinafter provided, if, during the restriction period applicable to such grant, a Separation From Employment of a Participant occurs for any reason other than death, Disability or Retirement, all shares covered by such grant shall be forfeited to the Company automatically. If the Participant's Separation From Employment is because of Retirement or death, or in the event of Disability, the Participant or his successor in interest shall be entitled to unconditional ownership of a fraction of the total number of shares covered by such grant of which the numerator is the number of whole calendar months in the period commencing with the first whole calendar month following the date of grant and ending with the whole calendar month including the date of death, Disability or Retirement, and of which the denominator is the number of whole calendar months in the applicable restriction period. Any fractional shares shall be disregarded.

The Committee may, at the time of granting any RSA, impose such other conditions, restrictions or limitations upon the rights of the Participants during the restriction period or upon the Participant's right to acquire unconditional ownership of shares as the Committee may, in its discretion, determine and set forth in the written agreement.

At the time of grant of an RSA, the Company shall cause to be issued and registered in the name of the Participant a stock certificate representing the full number of shares covered thereby, which certificate shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such grant, and the grantee shall execute and deliver to the Company a stock power endorsed in blank covering such shares. Such stock certificate and stock power shall be held by the Company or its designee until the expiration of the restriction period, at which time the same shall be delivered to the Participant or his designee if all of the conditions and restrictions of the grant have been satisfied, or until the forfeiture of such shares, at which time the same shall be cancelled and the shares shall be returned to the status of unissued shares.

12. Separation From Employment

If the Participant's Separation From Employment is because of Disability or death, the right of the Participant or his successor in interest to exercise an ISO, NQSO or SAR shall terminate not later than five years after the date of such Disability or death, but in no event later than 10 years from the date of grant; provided, however, that if such Participant is

eligible to retire with the ability to immediately begin receiving retirement benefits under the Company's pension plan, his or his successor in interest's right to exercise any ISOs, NQSOs or SARs shall be determined as if his Separation From Employment was because of Retirement.

If the Participant's Separation From Employment is because of his Retirement, the right of the Participant or his successor in interest to exercise an ISO, NQSO or SAR shall terminate not later than 10 years from the date of grant.

Unless the Committee deems it necessary in individual cases (except with respect to Covered Employees) to extend a Participant's exercise period, if a Participant's Separation From Employment is for any reason other than Retirement, Disability or death, the right of the Participant to exercise an ISO, NQSO or SAR shall terminate not later than one year from the date of Separation From Employment, but in no event later than 10 years after the date of grant.

At the time of his Separation From Employment for any reason other than Cause, a Participant shall vest in a portion of any Incentives granted under sections 7 (ISOs), 8 (NQSOs) or 9 (SARs) that he has held for less than one year from the date of the grant. The portion of such Incentives in which the Participants shall vest shall be determined by multiplying all shares subject to such incentives by a fraction, the numerator of which shall be the number of Completed Months of employment following the date of grant and the denominator of which shall be twelve.

A Participant who vests in any Incentives under the preceding paragraph may not exercise such Incentives prior to the satisfaction of the one-year holding requirement and the Exercisability Requirements pertaining to such Incentives. Any Incentives vested under the preceding paragraph must be exercised within one year from the date of the Participant's Separation From Employment.

As to PUAs or PSAs, in the event of a Participant's Separation From Employment by Retirement, Disability or death prior to the end of the applicable Performance Period, payment, if any, to the extent earned under the applicable Performance Objectives and awarded by the Committee, shall be payable at the end of the Performance Period in proportion to the active service of the Participant during the Performance Period, as determined by the Committee. If the Separation From Employment is for any other reason, the Participant's participation in Section 10 of the Plan shall immediately terminate, his agreement shall become void and the PUA or PSA shall be cancelled.

13. Incentives Non-assignable and Non-transferable

Any Incentive granted under this Plan shall be non-assignable and non-transferable other than as provided in section 14 and shall be exercisable
(including any action of surrender and exercise of rights under section 9)
during the Participant's lifetime only by the Participant who is the holder of the Incentive or his guardian or legal representative.

14. Death of Option Holder

In the event of the death of a Participant who is an Incentive holder under the Plan while employed by the Company or one of its subsidiaries or prior to exercise of all rights under an Incentive, the Incentive theretofore granted may be exercised (including any action of surrender and exercise of rights under section 9) by the Participant's Beneficiary or, if no Beneficiary is designated, by the executor or executrix of the Participant's estate or by the person or persons to whom rights under the Incentive shall pass by will or the laws of descent and distribution in accordance with the provisions of the Plan and of the option and to the same extent as though the Participant were then living.

15. No Right to Continued Employment

Notwithstanding any other provisions of this Plan to the contrary, it is a condition for eligibility for any benefit or right under this Plan that each individual agrees that his or her designation as a Participant and any grant made under the Plan may be rescinded and determined to be void and forfeited entirely in the absolute and sole discretion of the Committee in the event that such individual is discharged for Cause.

Incentives granted under the Plan shall not be affected by any change of employment so long as the Incentive holder has not suffered a Separation From Employment. A leave of absence granted by the Company or one of its subsidiaries shall not constitute Separation From Employment unless so determined by the Committee. Nothing in the Plan or in any Incentive granted pursuant to the Plan shall confer on any individual any right to continue in the employ of the Company or one of its subsidiaries or interfere in any way with the right of the Company or such subsidiary to terminate employment at any time.

16. Adjustment of Shares

In the event of any change (through recapitalization, merger, consolidation, stock dividend, split-up, combination or exchanges of shares or otherwise) in the character or amount of the Company's common stock prior to exercise of any Incentive granted under this Plan, the Incentives, to the extent not exercised, shall entitle the Participant who is the holder to such number and kind of securities as he would have been entitled to had he actually owned the stock subject to the Incentives at the time of the occurrence of such change. If any such event should occur, prior to exercise of an Incentive granted hereunder, which shall increase or decrease the amount of common stock outstanding and which the Committee, in its sole discretion, shall determine equitably requires an adjustment in the number of shares which the Incentive holder should be permitted to acquire, such adjustment as the Committee shall determine may be made, and when so made shall be effective and binding for all purposes of the Plan.

Incentives may also be granted having terms and provisions which vary from those specified in the Plan provided that any Incentives granted pursuant to this paragraph are granted in substitution for, or in connection with the assumption of, then existing Incentives granted by another corporation and assumed or otherwise agreed to be provided for by the Company pursuant to or

by reason of a transaction involving a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation to which the Company or a subsidiary corporation is a party.

17. Loans to Option Holders

The Committee may adopt programs and procedures pursuant to which the Company may lend money to any Participant who is an Incentive holder for the purpose of assisting the Participant to acquire or carry shares of common stock issued upon the exercise of Incentives granted under the Plan.

18. Termination and Amendment of Plan

Unless the Plan shall have been previously terminated as hereinafter provided, the Plan shall terminate on May 2, 1999, and no Incentives under it shall be granted thereafter. The Board of Directors, without further approval of the Company's shareholders, may at any time prior to that date terminate the Plan, and thereafter no further Incentives may be granted under the Plan. However, Incentives previously granted thereunder may continue to be exercised in accordance with the terms thereof.

The Board of Directors, without further approval of the shareholders, may amend the Plan from time to time in such respects as the Board may deem advisable; provided, however, that no amendment shall become effective without prior approval of the shareholders which would: (i) increase (except in accordance with section 16) the maximum number of shares for which Incentives may be granted under the Plan; (ii) reduce (except in accordance with section 16) the Incentive price below the Fair Market Value of the Company's common stock on the date of grant of the Incentive; (iii) extend the term of the Plan beyond May 2, 1999; (iv) change the standards of eligibility prescribed by section 5; or (v) increase the maximum awards identified in Sections 7, 8, 9, 10 and 11.

No termination or amendment of the Plan may, without the consent of a Participant who is a holder of an Incentive then existing, terminate his or her Incentive or materially and adversely affect his or her rights under the Incentive.

19. Change in Control

a. Notwithstanding any provision of this Plan to the contrary, upon the occurrence of a Change in Control as set forth in subsection b., below:
(i) all stock options then outstanding under this Plan shall become fully exercisable as of the date of the Change in Control, whether or not then otherwise exercisable; (ii) all SARs which have been outstanding for at least six months shall become fully exercisable as of the date of the Change in Control, whether or not then otherwise exercisable: (iii) all terms and conditions of RSAs then outstanding shall be deemed satisfied as of the date of the Change in Control; and (iv) all PUAs and PSAs then outstanding shall be deemed to have been fully earned and to be immediately payable in cash as of the date of the Change in Control.

b. A Change in Control shall be deemed to have occurred on the earliest of the following dates: (i) the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50 percent of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the common stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or

(ii) Individuals who, as of this date hereof, constitute the Board (as of the date hereof the Incumbent Board) cease for any reason to constitute at least a majority of the Board, provided 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 individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(iii) Approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which the individuals and entities who were the respective beneficial owners of the common stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, 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 reorganization, merger or consolidation, or a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.

20. Compliance with Regulatory Authorities

Any shares purchased or distributed pursuant to any Incentives granted under this Plan must be held for investment and not with a view to the distribution or resale thereof. Each person who shall exercise an Incentive granted under this Plan may be required to give satisfactory assurances to such effect to the Company as a condition to the issuance to him or to her of shares pursuant to such exercise; provided, however, that the Company may waive such condition if it shall determine that such resale or distribution may be otherwise lawfully made without registration under the Securities Act of 1933, or if satisfactory arrangements for such registration are made. Each Incentive granted under this Plan is further subject to the condition that if at any time the Board shall in its sole discretion determine that the listing, registration or qualification of the shares covered by such Incentive upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with the granting of such Incentives or the purchase or transfer of shares thereunder, the delivery of any or all shares of stock pursuant to exercise of the Incentive may be withheld unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

21. Withholding Tax

Whenever the Company proposes or is required to issue or transfer shares of common stock under the Plan, a Participant shall remit to the Company an amount sufficient to satisfy any federal, state or local income and payroll tax withholding liability prior to the delivery of any certificate or certificates for such shares. Alternatively, in the sole discretion of the Company, to the extent permitted by applicable laws including regulations promulgated under the Exchange Act, such federal, state or local income and payroll tax withholding liability may be satisfied prior to the delivery of any certificate or certificates for the shares by an adjustment, equal in value to such liability, in the number of shares to be transferred to the Participant. Whenever under the Plan payments are to be made in cash, such payments shall be net of an amount sufficient to satisfy any federal, state or local income and payroll tax withholding liability.

22. Non-Uniform Determinations

Determinations by the Committee under the Plan, including, without limitation, determinations of the persons to receive Incentives and the form, amount and timing of such Incentives, and the terms and provisions of such Incentives and the agreements evidencing the same need not be uniform, and may be made by the Committee selectively among persons who receive, or are eligible to receive, Incentives under the Plan, whether or not such persons are similarly situated.

Without amending the Plan, Incentives may be granted to eligible employees who are foreign nationals or who are employed outside the United States or both, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to further the purposes of the Plan. Such different terms and conditions may be reflected in Addenda to the Plan.

Addendum I

The Performance Objectives for any Performance Period shall be based on one or more of the following measures, as determined by the Committee in writing prior to the beginning of the Performance Period:

1. The achievement by the Company or business unit of specific levels of Return on Invested Capital ("ROIC"). ROIC for the Company or business unit means its results of operations divided by its capital.

2. The generation by the Company or business unit of free cash flow.

3. The creation by the Company or business unit of specific levels of Economic Value Added ("EVA"). EVA for the Company or business unit means its ROIC less its cost of capital multiplied by its capital.

1. Purpose The purpose of this Program is to provide eligible executives with an opportunity to supplement their retirement income.

2. Definitions

2.1 "Affiliated Company" shall mean the Corporation and any company or corporation directly or indirectly controlled by the Corporation which the Committee designates for participation in this Program in accordance with Section 13.2.

2.2 "Award" shall mean, for any year, the amount awarded to an employee of an Affiliated Company for that year and, in the absence of a Deferral Agreement with respect to such amount, payable to him in the succeeding year under the MICP, including any special incentive award.

2.3 "Board" shall mean the Board of Directors of the Corporation.

2.4 "Committee" shall mean the committee appointed pursuant to
Section 13.1 to administer the Program.

2.5 "Corporation" shall mean CSX Corporation, a Virginia corporation, and any successor thereto by merger, purchase, or otherwise.

2.6 "Deferral Agreement" shall mean a completed agreement, including any attachments and appendices thereto, in the form determined by the Committee, between an Eligible Executive and the Affiliated Company of which he is an employee, under which the Eligible Executive agrees to defer all or a portion of his Award in accordance with the provisions of Section 3.

2.7 "Deferral Date" shall mean, with respect to any Deferral Agreement entered into by an Eligible Executive, the first day of the month in which the Award subject to the Deferral Agreement would be payable to the Eligible Executive in the absence of such Deferral Agreement.

2.8 "Eligible Executive" shall mean, for any year, an employee of an Affiliated Company who is in MICP grades 1 through 6 as of (a) December 30th of such year, or (b) for calendar years beginning on or after January 1, 1986, the date in such year he retired from the Affiliated Companies or terminated on account of disability, as determined by the Committee, provided, however, that the Committee, in its sole discretion, may designate any other employee of an Affiliated Company as an Eligible Executive for such year.

2.9 "Equivalent" shall mean of equal present or accumulated value based on the interest rates set forth in the applicable Deferral Agreements. In determining Equivalent values, only the value of benefits for which the eligibility requirements have been met shall be included.

2.10 "MICP" shall mean the Affiliated Companies' Management Incentive Compensation Plans, as from time to time in effect.

2.11 "Normal Retirement Date" for a Participant shall mean the later of:

(a) the last day of the month in which his 62nd birthday occurs or

(b) the earlier of (i) the last day of the month preceding the 2nd anniversary of the Participant's earliest Deferral Date or (ii) the last day of the month in which his 65th birthday occurs.

2.12 "Participant" shall mean an Eligible Executive who elects to defer a portion of his Award i accordance with the provisions of Section 3.

2.13 "Program" shall mean this Deferred Compensation Program for Executives of CSX Corporation and Affiliated Companies.

2.14 "Service" shall mean an employee's months of continuous employment with the Affiliated Companies. In the event the employee has a break in his continuous employment, his period of employment prior to the break shall be credited to the employee in accordance with the rules governing breaks in service under the CSX Corporation Pension Plan.

3. Deferral of Awards

3.1 At any time prior to the close of business on December 30 in any calendar year an Eligible Executive may elect to defer all or a portion of his Award, if any, for that year. Such election shall be made by filing a Deferral Agreement with the Committee on or before the close of business no December 30 of the calendar year for which the Award is made. In the event that December 30 does not fall on a weekday, such filing must be made by the close of business on the last prior business day.

3.2 Subject to the provisions of Sections 3.3 and 3.4:

(a) an Eligible Executive in 1985 may elect to defer up to 100% of his 1985 Award; and

(b) an Eligible Executive in 1986 may elect to defer up to 100% of his 1986 Award but not more than the sum of any special

incentive award he may receive and the excess of (i) 50% of the sum of the Awards he could have received for 1985 and 1986 [excluding any special incentive award(s)] if his individual performance and the performance of his employer had resulted in the maximum Awards possible under the MICP (Level IV A), over (ii) the amount, if any, of the 1985 Award (excluding any special incentive award) the Eligible Executive deferred under a Deferral Agreement. For purpose of clause (ii), no portion of any special incentive award shall be considered as having been deferred unless the Eligible Executive had deferred the maximum amount permitted without such special incentive award.

3.3 The minimum amount which an Eligible Executive may defer in any year shall be the lesser of $5,000 or the maximum amount determined under Section 3.2. If an Eligible Executive elects to defer less than this amount, his election shall not be effective.

3.4 In its sole discretion, the Committee may, at any time, impose additional limits on the maximum amount which an Eligible Executive may elect to defer under this Program in any year or may impose additional requirements on the Eligible Executive's right to defer the maximum amount under this Program in any year.

3.5 An Eligible Executive's election to defer all or a portion of his Award shall be effective on the last day such deferral may be elected, under Section 3.1, for the year for which the Award is made. An Eligible Executive may revoke or change his election to defer all or a portion of his Award at any time prior to the date the election becomes effective. Any such revocation or change shall be made in a form and manner determined by the Committee.

4. Normal Retirement Benefit

A Participant who retires from employment with the Affiliated Companies on his Normal Retirement Date shall receive a benefit Equivalent to the sum of the amounts set forth in the Participant's Deferral Agreement(s) plus accrued interest. The benefit shall be paid in 180 equal monthly installments commencing on the first day of the month next following the Participant's retirement date, but in no event prior to the first day of the month next following the Participant's last Deferral Date, unless the Participant elects to receive his benefit in accordance with Section 9 of this Program.

5. Delayed Retirement Benefit

A Participant who retires or otherwise terminates his employment with the Affiliated Companies after his Normal Retirement Date shall receive a benefit equal to the benefit he would have received under
Section 4 had his benefit commenced on his Normal Retirement Date, increased by 5/6 of 1% for each complete calendar month between his

Normal Retirement Date and the date his benefit commences. The benefit shall be paid in 180 equal monthly installments commencing on the first day of the month next following the Participant's termination of employment, but in no event prior to the first day of the month next following the Participant's last Deferral Date, unless the Participant elects to receive his benefit in accordance with
Section 9 of this Program.

6. Early Retirement Benefit

A Participant who has attained age 55, has completed 120 months of Service and terminates his employment with the Affiliated Companies prior to his Normal Retirement Date shall receive a benefit commencing on the first day of the month following his Normal Retirement Date but in no event prior to the first day of the month following the Participant's last Deferral Date. The Participant's benefit shall be equal to the benefit the Participant would have received under Section 4 had he terminated his employment on his Normal Retirement date. However, the Participant may elect a lump sum under Section 9 or may elect, in a time and manner determined by the Committee, to have payment of his benefit commence no the first day of any month preceding his Normal Retirement Date, and following the latest of (i) his termination of employment, (ii) 24 months after his earliest Deferral Date and (iii) the first of the month following his last Deferral Date, in which event the amount of his benefit shall be reduced by 5/6 of 1% for each complete calendar month between the date his benefit commences and the first day of the month next following his Normal Retirement Date. However, in no event shall the monthly benefit be less than an amount Equivalent to the Participant's deferrals with accrued interest. Benefits under this
Section 6 shall be paid in 180 equal monthly installments, unless the Participant elects to receive his benefit in accordance with Section 9 of this Program.

7. Separation Benefit

7.1 A Participant who terminates his employment with the Affiliated Companies prior to being eligible for a benefit under Sections 4 or 6, but after having completed 120 months of Service, shall receive a monthly benefit commencing on the first day of the month next following his Normal Retirement Date. The benefit shall be equal to the monthly benefit the Participant would have received under Section 4 had he terminated employment on his Normal Retirement Date. However, the Participant may elect a lump sum pursuant to
Section 9, or may elect, in a time and manner determined by the Committee, to have monthly benefits commence no the first day of any month, prior to his Normal Retirement Date, and following the latest of (i) his termination of employment with the Affiliated Companies, (ii) his 55th birthday or (iii) the last day of the month prior to the 2nd anniversary of his earliest Deferral Date, in which event the amount of his benefit shall be reduced by 5/6 of 1% for each complete calendar month between the date his benefit

commences and the first day of the month next following his Normal Retirement Date. However, in no event shall the monthly benefit be less than an amount Equivalent to the Participant's deferred amounts with accrued interest. Monthly benefits under this Section 7.1 shall be paid in 180 equal monthly installments.

7.2 A Participant who terminates his employment with the Affiliated Companies, other than on account of death, and is not eligible for a benefit under Section 7.1 shall receive a single sum payment equal to the sum of the amounts the Participant deferred under his Deferral Agreements plus accrued interest. However, if the Participant terminates his employment with the Affiliated Companies on account of a disability within the meaning of Section 8.1, he shall receive a benefit under this Section 7.2 only if the Participant elects, in a time and manner determined by the Committee, to receive such benefit and to cease accruing Service under Section 8.1. The single sum payment shall be made on the first day of the month next following the Participant's termination of employment, or as soon as practicable thereafter. The Participant shall not receive any other benefits under this Program.

8. Disability

8.1 A Participant who, in the sole judgment of the Committee, becomes totally and permanently disabled prior to his termination of employment with the Affiliated Companies, and does not make an election under Section 7.2 to receive a benefit under such Section, shall continue to accrue Service during his period of disability as if he remained an active employee. Such a Participant shall be eligible to receive a benefit under Sections 4, 6 or 7.1 when he meets the age and Service requirements for such a benefit.

8.2 The Committee may, in its sole discretion, require a Participant to submit to a medical examination by a physician approved by the Committee, or present other evidence satisfactory to the Committee, to establish the existence or continuance of his disability. The Committee may require such medical examination or other evidence not more than once per year. A Participant who refuses to submit to any required medical examination or to present any other required evidence under this Section 8.2 shall not be disabled for purposes of this Program and shall only be eligible to receive the benefit he would have received under the Program had he terminated his employment with the Affiliated Companies immediately prior to the date of such request.

9. Single Sum Payments

A Participant who is eligible to receive a benefit under Sections 4, 5, 6, 7.1 or 8.1 of the program but whose benefits hereunder have not yet commenced may elect, in a time and manner determined by the Committee, to receive his benefit in the form of a single sum. The single sum shall be in the amount of the Participant's deferred amounts plus accrued interest, provided that, in the case of a Participant then eligible for immediate commencement of monthly benefits, such single sum shall not be less than an amount Equivalent to the value of such monthly benefits. Such single sum shall be paid on the first day of the fourth month following the later of (i) the Participant's termination of employment with the Affiliated Companies, or (ii) the date such election is received by the Committee. Notwithstanding any other provision hereof, such amount shall be determined as of a date three months prior to the date of payment and shall not accrue interest beyond such earlier date.

10. Hardship Withdrawals

10.1 While employed by the Affiliated Companies, a Participant may, in the event of a severe financial hardship, request a withdrawal of an amount which does not exceed the single sum amount determined in Section 9. The request shall be made in a time and manner determined by the Committee, and shall not be for a greater amount than the amount required to meet the financial hardship, and shall be subject to approval by the Committee.

10.2 For purposes of this Section 10, financial hardship shall include:

(a) Education of a dependent child where the Participant can show that without the withdrawal under this
Section 10 the education would be unavailable to the child;

(b) Illness of the Participant or his dependents, resulting in severe financial hardship to the Participant;

(c) the loss of the Participant's home or its contents, to the extent not reimbursable by insurance or otherwise, if such loss results in a severe financial hardship to the Participant; and

(d) any other extraordinary circumstances of the Participant approved by the Committee if such circumstances would result in a present or impending critical financial need which the Participant is unable to satisfy with funds reasonably available from other sources.

10.3 If a Participant makes a withdrawal under this Section 10, any other benefit which he may be entitled to under this Program on his termination of employment shall be appropriately adjusted to take into account the amount the Participant received under this Section 10.

11. Death Benefits

11.1 Except as provided in Section 11.10(b), if a Participant dies while employed by an Affiliated Company, his beneficiary shall be eligible to receive a single sum benefit equal to the greatest of:

(a) three times the sum of the amount(s) the Participant deferred under his Deferral Agreement(s);

(b) the amounts the Participant deferred under his Deferral Agreement(s) plus accrued interest; or

(c) an amount Equivalent to the monthly benefit the Participant could have received under the Program, if any, had he terminated his employment with the Affiliated Companies on the day immediately preceding his death and elected to begin receiving the benefit on the first day of the following month.

The benefit is payable on the first day of the month next following date of the Participant's death, and shall be in lieu of all other benefits payable under this Program, other than any benefit payable under Section 11.6.

11.2 If a Participant who has terminated his employment with the Affiliated Companies after becoming eligible for a benefit under Sections 4, 5 or 6, dies prior to the commencement of any benefit under this Program, his beneficiary shall receive a benefit under Section 11.1.

11.3 If a Participant who is totally and permanently disabled under Section 8.1 dies prior to receiving a benefit under this Program, his beneficiary shall receive a benefit under
Section 11.1.

11.4 If a Participant who is eligible for a benefit under Section 7.1 dies prior to receiving a benefit, his beneficiary will receive a benefit based on the greater of the amounts determined under Sections 11.1(b) and 11.1(c).

11.5 If a Participant dies after commencing to receive a benefit, other than a benefit under Section 7.2, but prior to receiving all remaining benefits due, the remaining benefits shall be paid to the Participant's beneficiary or contingent beneficiary, whichever is applicable.

11.6 In addition to any other benefit payable under this Section 11, in the case of a Participant (i) who dies while employed by an Affiliated Company after becoming eligible for benefits under Sections 4, 5, or 6 hereof, or (ii) who terminates employment terminates while eligible for a benefit under Section 4, 5, or 6 of the Program and then dies, his beneficiary shall be eligible to receive a benefit of $10,000, payable in a single sum. This benefit shall be payable as soon as practicable following the presentation to the Committee, and the Committee's examination and approval of, any information or material, including proof of death of the Participant, the Committee may request. Notwithstanding anything to the contrary, a benefit shall not be payable on account of the death of a Participant who received a single sum benefit under Sections 12 or 14 of the Program.

11.7 A Participant may, in a time and manner determined by the Committee, designate a beneficiary and one or more contingent beneficiaries (which may include the Participant's estate) to receive any benefits which may be payable under this Section 11. If the Participant fails to designate a beneficiary or contingent beneficiary, or if the beneficiary and the contingent beneficiaries fail to survive the Participant, such benefits shall be paid to the Participant's estate. The Participant may also designate a remainder beneficiary to receive any benefits which may be payable under Section 11.9.

11.8 A Participant may revoke or change any designation made under Section 11.7 in a time and manner determined by the Committee.

11.9 If, pursuant to Section 11.7, payments commence to a beneficiary or contingent beneficiary and if such beneficiary or contingent beneficiary dies prior to receiving all payments due under this Plan, any remaining payments shall be made to the Participant's remainder beneficiary. If, at the date of such death, there is no surviving remainder beneficiary, the remaining benefits hereunder shall be paid to the estate of the beneficiary or contingent beneficiary previously in receipt of benefits hereunder.

11.10   (a)   If any benefits are payable under this Section 11 to
              an individual other than the Participant's spouse,
              child under age 21 (or child under age 25 who is a
              full-time student at an accredited institute of higher
              education), the benefit shall be paid in the form of a
              single sum.
                           - 8 -

(b) If benefits become payable to the Participant's spouse, his child under age 21 (or his child under age 25 who is a full-time student at an accredited institute of higher education) such benefits (other than benefits under Section 11.6) shall be payable in 180 monthly installments Equivalent to the single sum amount determined under Sections 11.1 through 11.5 hereof, as applicable. Monthly benefits shall commence on the first day of the month following the Participant's death. The Participant may elect, in a time and manner determined by the Committee to have any amounts which may be payable under the Program paid in accordance with Section 11.10(a).

(c) Notwithstanding anything to the contrary in this Program, if a Participant's child under age 21 (or child under age 25 who is a full-time student at an accredited institute of higher education) is receiving a benefit under this Program in the form of installment payments, upon his attaining age 21 (or age 25 or ceasing to be a full-time student at an accredited institute of higher education) he shall receive a single sum Equivalent to his remaining installments in lieu of receiving such remaining installments.

12. Special Distribution Rules

Notwithstanding anything to the contrary in this Program, if a Participant becomes the owner, director or employee of a competitor of the Affiliated Companies, or if his employment is terminated by an Affiliated Company on account of actions by the Participant which are detrimental to the interests of an Affiliated Company, the Committee may, in its sole discretion, pay the Participant a single sum payment equal to the sum of the amounts the Participant deferred under his Deferral Agreements plus accrued interest, reduced by an amount Equivalent to any payments the Participant may already have received under this Program. However, if the Participant is receiving a benefit under the Program, or could be receiving an immediate benefit under the Program, the single sum shall not be less than an amount Equivalent to the remaining monthly benefit the Participant is, or could be, receiving. The single sum payment shall be made as soon as practicable following the Participant's becoming an owner, director or employee of a competitor or his termination of employment, as the case may be, and shall be in lieu of all other benefits which may be payable to the Participant under this Program.

13. Administration

13.1 This Program shall be administered by the Compensation and Pension Committee of the Board. The Committee shall interpret the Program, establish regulations to further the purposes of the Program and take any other action necessary to the proper operation of the Program.

13.2 The Board, in its sole discretion and upon such terms as it may prescribe, may permit any company or corporation directly or indirectly controlled by the Corporation to participate in the Program for such periods as the Committee may determine.

13.3 The Committee shall provide adequate notice in writing to any Participant, beneficiary, contingent beneficiary or remainder beneficiary whose claim for benefits under this Program has been denied, setting forth the specific reasons for such denial. A reasonable opportunity shall be afforded to any such Participant, beneficiary, contingent beneficiary or remainder beneficiary for a full and fair review by the Committee of its decision denying the claim. The Committee's decision on any such review shall be final and binding on the Participant, beneficiary, contingent beneficiary, remainder beneficiary and all other interested persons.

13.4 All acts and decisions of the Committee shall be final and binding upon all Participants and employees of the Affiliated Companies.

14. Termination and Amendment of the Program

14.1 The Board may, in its sole discretion, terminate this Program and the related Deferral Agreement(s) at any time. In the event the Program and related Deferral Agreement(s) are terminated, Participants shall receive a single sum payment equal to the sum of the amounts they deferred under their Deferral Agreements plus accrued interest, reduced by an amount Equivalent to any payments the Participant may already have received under this Program. However, if the Participant is receiving a benefit under the Program, or could be receiving an immediate benefit under the Program, the single sum shall not be less than an amount Equivalent to the monthly benefit the Participant is, or could be, receiving. The single sum payment shall be made as soon as practicable following the date the Program is terminated and shall be in lieu of any other benefit which may be payable to the Participant under this Program.

14.2 The Board, in its sole discretion, may amend this Program and the related Deferral Agreements in any way on 30 days prior notice to the Participants. If any amendment to this Program or to the Deferral Agreements shall adversely affect the rights of a Participant, the Participant must consent in writing to such amendment prior to its effective date. If the Participant does not consent to the amendment, the Program shall be deemed to be terminated with respect to the Participant and he shall receive a single sum payment in accordance with Section 14.1.

14.3 Notwithstanding anything to the contrary in this Section 14, the Board must act to terminate or amend the Program or the Deferral Agreements in a uniform and nondiscriminatory manner.

15. Miscellaneous

15.1 The existence of this Program or of a Deferral Agreement does not constitute a contract for continued employment between an Eligible Executive or a Participant and an Affiliated company. The Affiliated Companies reserve the right to modify an Eligible Executive's or Participant's compensation and to terminate an Eligible Executive or a Participant for any reason and at any time, notwithstanding the existence of this Program or of a Deferral Agreement. The Affiliated Companies reserve the right not to grant Awards to Eligible Executives and Participants for any reason.

15.2 The right to receive any benefit under this Program may not be transferred, assigned or subject to garnishment, attachment or other legal or equitable process without the prior written consent of the Affiliated Companies.

15.3 Nothing contained in this Program or in a Deferral Agreement shall require the Affiliated Companies to segregate any monies from their general funds, or to create any trusts, or to make any special deposits for any amounts to be paid to any Participant, beneficiary, contingent beneficiary or remainder beneficiary. Neither the Participant, his beneficiary, contingent beneficiaries, remainder beneficiary, heirs or personal representatives shall have any right, title or interest in or to any funds of the Affiliated Companies on account of this Program or on account of having completed a Deferral Agreement.

15.4 All payments under this Program shall be net of an amount sufficient to satisfy any federal, state or local withholding tax requirements.

15.5 Prior to paying any benefit under this Program, the Committee may require the Participant, beneficiary, contingent beneficiary or remainder beneficiary to provide such information or material as the Committee, in its sole discretion, shall deem necessary for it to make any determination it may be required to make under this Program. The Committee may withhold payment of any benefit under this Program until it receives all such information and material and is reasonably satisfied of its correctness and genuineness.

15.6 The masculine pronoun shall mean the feminine pronoun and the singular shall include the plural wherever appropriate.

15.7 The terms of this Program and any Deferral Agreement shall be governed by the laws of the Commonwealth of Virginia.

15.8 The invalidity or unenforceability of any provision of this Program or of a Deferral Agreement shall in no way affect the validity or enforceability of any other provision.

AGREEMENT effective this 30th day of December, 1985, by and between__________ __________________________________ , a ______________________________________ corporation (the "Company"), participating in the Deferred Compensation Program for executives of CSX Corporation and Affiliated Companies (the "Program") and ________________________________, an employee of the Company residing at_______________________________________________________________(the "Employee").

WHEREAS, the Employee is employed by the Company in an executive capacity and has discharged his duties in a capable and efficient manner; and

WHEREAS, the Employee is an Eligible Executive under the Program, has received and read a copy of the Program, understands the terms and conditions of the Program and desires to participate in the Program;

NOW, THEREFORE, the Company and the Employee agree as follows:

1. The Employee hereby elects to defer either [complete either A or B and cross out the one which does not apply]:

A. _____% of his 1985 Award; provided, however, that such amount may not be less than the amount provided in Section 3.3 of the Program.

B. $_____ of his 1985 Award, but not less than the amount provided in
Section 3.3 of the Program.

2. Except as otherwise provided under the terms of the Program, including but not limited to Sections 11, 12 and 14 of the Program, the total benefit payable by the Company to or no behalf of the Employee under Section 4 of the Program if he terminates his employment with the Affiliated Companies on his Normal Retirement Date shall be $_________ for each $1,000 of the Award deferred, payable in 180 equal monthly installments of $__________ each.

3. Subject to Section 14 of the Program, the interest rate used to determine "Equivalent' under Section 2.9 of the Program shall be 16%, compounded annually. The interest rate used to determine accrued interest for purposes of Sections 4, 6, 7.2, 9, 11.1(b), 12 and 14 of the Program shall be 16%, compounded annually, except that for Participants whose benefits commence after their Normal Retirement Date pursuant to Sections 4 or 5 of the Program, the interest rate shall be 10% simple interest per annum (i) for the Participant's period of employment after his Normal Retirement Date, and (ii) for any other period of delayed benefit commencement after the Participant's Normal Retirement Date and preceding the first of the month following his last Deferral Date. Interest shall accrue from February 1, 1986 until the date the last payment is made hereunder.

4. The terms and conditions of the Program are incorporated in this Deferral Agreement by reference and are binding on the Company and the Employee in all cases. Defined terms in this Deferral Agreement shall have the same meaning as the same defined terms in the Program.

5. Subject to the provisions of Section 14 of the Program, the Board may amend or terminate the Program or this Deferral Agreement at any time and for any reason.

6. The Employee's Social Security number is ____________________ and his date of birth is _________________________.

IN WITNESS WHEREOF, the Company and the Employee have signed this Deferral Agreement on the date first above written.

DESIGNATION OF BENEFICIARY

Under Section 11.7 of the Deferred Compensation Program for Executives of CSX Corporation and Affiliated Companies (the "Program") I may designate a beneficiary and contingent beneficiaries to receive any benefits which may be payable on my behalf under Section 11 of the Program. I understand that if no beneficiary is named or if the beneficiary and contingent beneficiaries predecease me, my estate will be deemed to be my beneficiary. I further understand that I may designate a remainder beneficiary to receive any benefits which may be payable under Section 11 of the Program in the event of the subsequent death of my beneficiary or contingent beneficiary after benefits have commenced to such beneficiary or contingent beneficiary. I understand that if no remainder beneficiary survives such beneficiary or contingent beneficiary any remaining benefits will be payable to the estate of the beneficiary or contingent beneficiary who was previously receiving benefits hereunder. This designation shall supersede all prior designations made by me under the Program, if any.

Beneficiary(ies):

Name(s) Address

Contingent Beneficiary(ies)

Remainder Beneficiaries

If my beneficiary, contingent beneficiary or remainder beneficiary is my spouse, my child under the age of 21 or my child under the age of 25 who is a full-time student at an accredited institute of higher education, I want ( ) do not want ( ) any benefit to which they may be entitled under this Program paid in a single sum.

1. Separation Benefit

RESOLVED, that the first sentence of Section 7.1 is amended, effective January 1, 1992, to read as follows:

"7.1 A Participant who terminates his employment with the Affiliated Companies prior to being eligible for a benefit under Sections 4 or 6, but after having completed 120 months of Service, shall receive a monthly benefit commencing on the first day of the month next following his Normal Retirement Date; provided, however, that effective January 1, 1992, a Participant shall not be eligible for a benefit under this Section 7.1 if the Participant terminates employment without the consent of the Affiliated Companies."

WHEREAS, the Board of Directors of CSX Corporation may amend the Deferred Compensation Program for Executives of CSX Corporation and Affiliated Companies (the "Program") at any time pursuant to Section 14.2 of the Program;

NOW, THEREFORE, the Board of Directors hereby amends the Program, effective as of January 1, 1987, as follows:

1. Section 2.8 of the Program is hereby amended by deleting the words "MICP grades 1 through 6" and substituting therefor the words "salary grades 22 through 40".

2. Section 3.2 of the Program is hereby amended in its entirety to read as follows:

"3.2 Subject to the provisions of Sections 3.3 and 3.4:

(a) an Eligible Executive in 1985 may elect to defer up to 100% of his 1985 Award; and

(b) An Eligible Executive in 1986 may elect to defer up to 100% of his 1986 Award."

3. Section 9 of the Program is hereby amended in its entirety to read as follows:

"9. Single Sum Payments

A Participant who is eligible to receive a benefit under Sections 4, 5, 6, 7.1 or 8.1 of the Program but whose benefits hereunder have not yet commenced may, with the consent of the Committee, elect, in a time and manner determined by the Committee, to receive his benefit in the form of a single sum. The single sum shall be in the amount of the Participant's deferred amounts plus accrued interest, provided that, in the case of a Participant then eligible for immediate commencement of monthly benefits, such single sum shall not be less than an amount Equivalent to the value of such monthly benefits. Such single sum shall be paid on the first day of the fourth month following the later of (i) the Participant's termination of employment with the Affiliated Companies, or (ii) the date such election is received by the Committee. Notwithstanding any other provision hereof, such amount shall be determined as of a date three months prior to the date of payment and shall not accrue interest beyond such earlier date."

WHEREAS, the Board of Directors of CSX Corporation may amend the Deferred Compensation Program for Executives of CSX Corporation and Affiliated companies (the "Program") at any time pursuant to Section 14.2 of the Program:

NOW, THEREFORE, the Board of Directors hereby amends the Program, effective as of June 30, 1992, as follows:

Section 12 of the Program is hereby amended in its entirety to read as follows:

"12. Special Distribution Rules

Notwithstanding anything to the contrary in this Program, if
(a) a Participant becomes the owner, director or employee of a competitor of the Affiliated Companies, (b) his employment is terminated by an Affiliated Company on account of actions by the Participant which are detrimental to the interests of an Affiliated Company, or (c) he engages in conduct subsequent to the termination of his employment with the Affiliated Companies which the Committee determines to be detrimental to the interests of an Affiliated Company, then the Committee may, in its sole discretion, pay a Participant a single sum payment equal to the sum of the amounts the Participant deferred under his Deferral Agreements plus accrued interest, reduced by an amount Equivalent to any payments the Participant may already have received under this Program. However, if the Participant is receiving a benefit under the Program or could be receiving an immediate benefit under the Program, the single sum shall not be less than an amount Equivalent to the remaining monthly benefit the Participant is, or could be, receiving. The single sum payment shall be made as soon as practicable following the Participant's becoming an owner, director or employee of a competitor, his termination of employment or the Committee's determination of detrimental conduct, as the case may be, and shall be in lieu of all other benefits which may be payable to the Participant under this Program.

COLI REFERENCE MANUAL NOVEMBER 1990

CSX CORPORATION

CORPORATE DIRECTOR DEFERRED COMPENSATION PLAN
EFFECTIVE NOVEMBER 1, 1980

As Amended September 11, 1985

1. Purpose

The purpose of this Plan is to permit members of the Board of Directors of CSX Corporation to elect deferred receipt of director's fees. This Plan is intended to constitute a deferred compensation plan for corporate director's fees in accordance with Revenue Ruling 71-419, Cumulative Bulletin 1971-2, page 220.

2. Definitions

The following words or terms used herein shall have the following meanings:

(a) "Plant" -- Corporate Director Deferred Compensation Plan

(b) "CSX" -- CSX Corporation.

(c) "Board" -- Board of Directors of CSX.

(d) "Member" -- any person duly elected to the Board.

(e) "Participant" -- any Member who elects to participate in the Plan.

(f) "Secretary" -- the Corporate Secretary of CSX.

(g) "Director's Fees" -- any compensation, whether for Board meetings for Committee meetings or otherwise, earned by a Member for services rendered as a Member during a particular calendar year in which he has elected to be a Participant.

(h) In any instance in which the male gender is used herein, it shall also include persons of the female gender in appropriate circumstances.

3. Merger Provisions

Any person who was a Participant under the Chessie System, Inc. Corporate Director Deferred Compensation Plan or who was a director and had made an election under the Seaboard Coast Line Industries, Inc. Nonfunded Deferred Compensation Plan for Directors shall automatically become a

Participant under this Plan effective upon the merger of Chessie System, Inc. and Seaboard Coast Line Industries, Inc. into the Corporation, provided that such a person shall be a Member as defined in this Plan.

Director's Fees deferred previously under the terms of the aforesaid director deferred compensation plans of Chessie System, Inc. and Seaboard Coast Line Industries, Inc. shall remain subject to the terms and conditions respectively provided therein, and the terms of this Plan shall only govern as to Director's Fees earned on and after the date of merger into the Corporation.

4. Participation

A Member may become a Participant for any calendar year by filing a written Election to Participate in the Plan with the Secretary not later than December 31 immediately prior to the year in which Director's Fees are to be earned.

An Election to Participate may be made with respect to all or any part of Director's Fees to be earned for any year or years to which such Election to Participate may elate.

An Election to Participate, once filed, shall apply to Director's Fees earned in subsequent years in which a Participant shall serve as a Member, unless amended or revoked by written request to the Secretary.

Any person who becomes a Member and who was not a Member on the preceding December 31 may file an Election to Participate before his term as a Member begins.

5. Deferral of Director's Fees

CSX shall, during any year in which a Participant has an Election to Participate on file with the Secretary, withhold and defer payment of all or any specified part of Participant's Director's Fees in accordance with his Election to Participate. Prior to the beginning of any year a Participant can elect to have all or any portion of the amounts withheld, including all earnings thereon, or to be withheld, credited to an interest-accruing account ("Interest Account") and/or to an enhanced interest-accruing account ("Enhanced Interest Account"), and/or to a CSX phantom stock account ("Stock Account"). Such deferral election can be made or changed before the beginning of any year.

Interest shall accrue on the Interest Account from the date the deferred Director's Fee would otherwise have been paid to the Participant until it is actually paid, such interest to be credited to the Participant's account and compounded quarterly at the end of each calendar quarter. The rate of interest will be reviewed periodically.

Interest shall accrue on the Enhanced Interest Account from the first day of the month following the deferral and shall compound thereafter at an annual rate of 16% until all amounts are finally paid to the Participant.

Credits t the Stock Account shall be in full and fractional units based on the closing price for CSX common stock as reported on the New York stock Exchange - Composite Listing ("NYSE") on the date the fees would otherwise have been paid to the Participant. Dividends shall be credited in full and fractional units to the account based on the number of units in the account on the record date and calculated based on the closing price for CSX common stock on the dividend payment date.

A Participant, while a Member, may elect prior to the beginning of any year to transfer all or any portion of amounts deferred, including all earnings thereon, to an Enhanced Interest account, and Interest Account and/or a Stock Account, provided, however, that no transfer may be made out of an Enhanced Interest account.

6. Distribution of Deferred Director's Fees

Amounts deferred under the Plan and credited to an Interest Account or Stock Account shall be distributed to a Participant from the account(s) maintained in respect of his account in a lump sum at the beginning of the year following the year in which a Participant ceases to be a Member, unless he shall elect installments as provided below. Amounts deferred and credited to an Enhanced Interest Account shall be distributed over an installment period elected by the Participant.

The value of a Participant's Interest Account shall be the sum of amounts deferred and all interest accrued thereon. The value of an Enhanced Interest Account shall be the sum of amounts deferred and all interest accrued thereon. The value of a Stock Account shall be the value of the units in a Participant's account based on the closing price for CSX common stock as reported on the NYSE no the last business day of the year in which a Participant ceases to be a Member, unless he shall elect annual or quarterly installments as provided below. The value of a Stock Account will fluctuate in value in line with the fluctuation in the price of CSX common stock. There can be no assurance on the market value of the phantom units either at the time of acquisition or at any time during the distribution period, nor can there be any assurance as to the continuation of dividends.

Distribution of Deferred amounts shall begin with either the first day of the calendar year immediately following the year in which a Participant shall cease to be a Member for any reason other than death, or the first day of the calendar year immediately following the year in which a Participant shall cease to be a Member and shall have attained aged 65, as the Member may elect.

If installment payments are elected for Interest or Stock Accounts, payments shall be made, as the Participant may elect, for either (a) five years, (b) ten years, or (c) any other designated period which shall be not less than the period he was a Participant nor exceed ten years. For Enhanced Interest Accounts, the Participant may elect to receive payments over (a) five years, (b) ten years, or (c) fifteen years.

For Interest Accounts and Stock Accounts, installments shall be on an annual or quarterly basis as the member may elect. The amount of each installment shall be determined by multiplying the value of the Participant's

account at the end of the calendar quarter immediately preceding the installment date by a fraction, the numerator of which shall be one (1) and the denominator of which shall be the number of installment payments over which payment of such amount is to be made, less the number of installment payments theretofore made.

For Enhanced Interest Accounts, payments shall be in level installments on a monthly basis over the number of years (five, ten, or fifteen) as elected by the Member.

The elections provided in this Section 6 shall be made in writing in a Participant's Election to Participate and shall be subject to all other provisions of the Plan relating thereto and to the deferral of receipt of Director's Fees.

In the event a Participant shall die while he is a Member, the amount appearing as the credit balance of his account, or the value of the units in his Stock Account, shall be paid in either a lump sum or installments (consistent with the election made by the Participant as described in this
Section 6) to his Designated Beneficiary. Each Participant may file with the Secretary a Designation of Beneficiary for this purpose.

In the event a Participant shall die after he ceases to be a Member and before he has received complete distribution from his account, any credit balance of his account, including interest, or the value of the units in his Stock Account, shall be paid to his Designated Beneficiary consistent with the election made by the Participant as described in this Section 6.

In the event a Participant shall not file a Designation of Beneficiary, or his Designated Beneficiary is not living at the Participant's death, the balance credited to his account, including interest, shall be paid in full to his estate not later than the tenth day of the calendar year following his date of death.

7. Death Benefit

For Participants electing to have deferred Director's Fees credited to an Enhanced Interest Account who die while a Member, a death benefit equal to the greater of three times the amount o Director's Fees deferred or the amount of Director's Fees deferred plus accumulated interest will be paid to the Member's Designated Beneficiary. For Participants in an Enhanced Interest Account who die after ceasing to be a Member, a lump sum death benefit of $10,000 will be paid to the Designated Beneficiary. This death benefit shall apply only to Director's Fees deferred after December 31, 1985 and which have been credited to an Enhanced Interest Account. This death benefit shall not apply to any amounts credited to an Enhanced Interest account by reason of transfer from an Interest Account and/or a Stock Account.

In the event a Participant shall not file a Designation of Beneficiary, or the Designated Beneficiary is not living at the Participant's death, the death benefit shall be paid to the Participant's estate.

8. Amendment or Termination of Election to Participate

A Participant may amend or terminate his Election to Participate by written request to the Secretary, which shall become effective for the calendar year following the year in which his request is made; provided, however, that no amendment shall be made to contravene the deferral of Director's fees previously made under the provisions of this Plan.

In the event a Participant amends or terminates his Election to Participate and remains a Member, he shall not be entitled to receive any distribution from his account until he ceases to be a Member, and distributions shall be made only as provided in Section 6 of this Plan.

9. Obligation of CSX

This Plan shall be unfunded and credits to the memorandum account(s) of each Participant shall not be set apart for him nor otherwise made available so that he may draw upon it at any time, except as provided in this Plan. Neither any Participant nor his Designated Beneficiary shall have any right, title, or interest in such credits or any claim against them. Payments may only be made at such times and in the manner expressly provided in this Plan. CSX's contractual obligation is to make the payments when due. No notes or security for the payment of any Participant's account shall be issued by CSX.

10. Claims Against Participant's Account

No credits to the account of any Participant under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. Nor shall any credit be subject to attachment or legal process for debts or other obligations. Nothing contained in this Plan shall give any Participant any interest, lien, or claim against any specific asset of CSX. no Participant or his Designated Beneficiary shall have any rights other than as a general creditor of CSX.

11. Competition by Participant

In the event a Participant ceases to be a Member and becomes a proprietor, officer, partner, employee, director, or otherwise becomes affiliated with any business that is in competition with the Corporation, the entire balance credited to his account, including interest, or the value of the credits in his Stock Account, may, if directed by the Board i its sole discretion, be paid immediately to him in a lump sum.

12. Payment of Credit Balance to Participant's Account

Notwithstanding anything herein to he contrary, the Board may, in its sole discretion, direct payment in a lump sum, of any or all of the credit balance appearing at the time in the account of a Participant, and/or of the value of the units in his Stock Account.

13. Amendment or Termination

This Plan may be altered, amended, suspended, or terminated at any time by the Board; provided, however, that no alteration, amendment, suspension, or termination shall be made to this Plan which would result in the distribution of amounts credited to the Accounts of all Participants in any manner other than is provided in this Plan without the consent of all Participants.

ELECTION TO PARTICIPATE

I. In accordance with Section 4 of CSX's Corporate Director Deferred Compensation Plan, as amended September 11, 1985, (the "Plan"), I hereby elect:

A. To participate in the Plan beginning January 1, 1986 for so long as I continue to be a Director or until this election is amended or revoked by written request to the Secretary of the Corporation, and

B. To have the Corporation withhold and defer the payment of my Director's Fees as follows (please complete one):

____ All Director's fees, including annual retainer and Board and Committee meeting fees.

____ Only the annual retainers, including any retainers paid for committee chairmanships.

____ Retainers and fees as follows:

II. The amounts to be deferred, including interest or dividends accrued thereon, should be credited as follows:

From my present Interest Account-  From my present Phantom Stock Account-

____ No change.                    ____ No change.

___% to an Enhanced Interest       ___% to an Enhanced Interest Account.
         Account

___% to a CSX Phantom Stock        ___% to a CSX Phantom Stock Account.
         Account

IV. It is understood that I may change my election prior to the beginning of any calendar year, so long as I continue to be a Member, except that no transfers may be made out of an Enhanced Interest Account.

______________________________     ______________________________________
         Date                                 Signature
                                   - 25 -

DISTRIBUTION OF DEFERRED DIRECTOR'S FEES

I. For Enhanced Interest Accounts:

Monthly payments on a level installment basis should begin in January of the calendar year following the year in which I cease to be a Director and continue for a period of:

five years________,

ten years_________, or

fifteen years__________. (Select one)

II. For Interest Accounts and Phantom Stock Accounts:

Payment should begin in January of the calendar year following the year in which I cease to be a Director and be:

______ in a lump sum

______ in installment payments over

five years _______, or

ten years ________.

If installment payments are elected, such payments should be made

annually _______, or

quarterly _______.

DESIGNATION OF BENEFICIARY

Under Section 6 of the Plan, I may file with the Corporate Secretary f Designation of Beneficiary. Further, the Designation may be changed by me in writing at any time. I understand that if no Beneficiary is named or if such Beneficiary pre-deceases me, all payments will be made to my estate. This Designation shall apply to all balances credited to my account and to any death benefit that may be payable under Section 7 of the Plan.

         Primary Beneficiary(ies):

                 Name(s)                      Address


__________________________________      ___________________________________

__________________________________      ____________________________________

__________________________________      ____________________________________

COLI REFERENCE MANUAL MARCH 1992

AMENDMENT TO CORPORATE DIRECTOR DEFERRED COMPENSATION PLAN

1. Lump Sum Payment on Account of Financial Hardship

RESOLVED, that Section 13 is amended, effective December 1, 1990, by adding the following sentence at the end thereof:

"Any such lump sum distribution must be approved without regard to the vote of the participant whose account is under consideration. Such distributions shall only be permitted in cases of financial emergency or severe hardship beyond the control of the participant or beneficiary. Such distributions are limited to the amount necessary to satisfy the financial emergency."

SUPPLEMENTARY SAVINGS AND INCENTIVE AWARD DEFERRAL PLAN
FOR ELIGIBLE EXECUTIVES OF
CSX CORPORATION AND AFFILIATED COMPANIES
As Amended and Restated
January 1, 1993

                     TABLE OF CONTENTS
                                                                 Page
ARTICLE 1.DEFINITIONS.........................................   1
        1.1  Account..........................................   1
        1.2  Affiliated Company...............................   1
        1.3  Award............................................   1
        1.4  Award Deferral Agreement.........................   1
        1.5  Board of Directors...............................   1
        1.6  Change of Control................................   1
        1.7  Code.............................................   3
        1.8  Committee........................................   3
        1.9  Compensation.....................................   3
        1.10 Corporation......................................   3
        1.11 Deferral Agreement...............................   4
        1.12 Effective Date...................................   4
        1.13 Eligible Executive...............................   4
        1.14 Matching Credits.................................   5
        1.15 Member...........................................   5
        1.16 MICP.............................................   5
        1.17 Participating Company............................   5
        1.18 Plan.............................................   5
        1.19 Salary Deferrals.................................   5
        1.20 Salary Deferral Agreement........................   5
        1.21 Salary Deferral Package..........................   5
        1.22 Tax Savings Thrift Plan..........................   6
        1.23 Valuation Date...................................   6

ARTICLE 2. MEMBERSHIP.........................................   7
        2.1  In General.......................................   7
        2.2  Modification of Initial Deferral Agreement.......   7
        2.3  Termination of Membership; Re-employment.........   8
        2.4  Change in Status.................................   9

ARTICLE 3. AWARD DEFERRAL PROGRAM.............................  10
        3.1  Filing Requirements..............................  10
        3.2  Amount of Deferral...............................  11
        3.3  Crediting to Account.............................  11

ARTICLE 4. SALARY DEFERRAL PROGRAM............................  13
        4.1  Filing Requirements..............................  13
        4.2  Salary Deferral Agreement........................  13
        4.3  Amount of Salary Deferrals.......................  14
        4.4  Changing Salary Deferrals........................  15
        4.5  Certain Additional Credits.......................  16




                           - 1 -



PAGE 2

ARTICLE 5. MAINTENANCE OF ACCOUNTS............................  17
        5.1  Adjustment of Account............................  17
        5.2  Investment Performance Elections.................  18
        5.3  Changing Investment Elections....................  19
        5.4  Vesting of Account...............................  19
        5.5  Individual Accounts..............................  19

ARTICLE 6. PAYMENT OF BENEFITS................................  20
        6.1  Commencement of Payment..........................  20
        6.2  Method of Payment................................  21
        6.3  Applicability....................................  23
        6.4  Hardship.........................................  23
        6.5  Designation of Beneficiary.......................  24
        6.6  Special Distribution Rules.......................  24
        6.7  Status of Account Pending Distribution...........  25
        6.8  Installments and Withdrawals Pro-Rata............  25
        6.9  Acceleration of Payments.........................  25

ARTICLE 7. AMENDMENT OR TERMINATION...........................  27
        7.1  Right to Terminate...............................  27
        7.2  Right to Amend...................................  27
        7.3  Uniform Action...................................  27

ARTICLE 8. GENERAL PROVISIONS.................................  28
        8.1  No Funding.......................................  28
        8.2  No Contract of Employment........................  28
        8.3  Withholding Taxes................................  28
        8.4  Nonalienation....................................  28
        8.5  Administration...................................  29
        8.6  Construction.....................................  30

ARTICLE 9. POST-SECONDARY EDUCATION SUB-ACCOUNTS..............  31
        9.1  Post-Secondary Education Sub-Accounts............  31
        9.2  Distribution of Post-Secondary Education
             Sub-Accounts.....................................  32
        9.3  Construction.....................................  34

INTRODUCTION

This Supplemental Savings and Incentive Award Deferral Plan for Eligible Executives of CSX Corporation and Affiliated Companies (the "Plan") is effective October 1, 1987. This plan is generally intended to provide certain executives eligible to participate in the Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies (the "Savings Plan") with an opportunity to defer a portion of their salary, and/or award(s) under the Management Incentive Compensation Plan until their retirement or other termination of employment and to restore employer matching contributions lost under the Plan because of the application of Sections 401(a)(17),401(k),401(m) and 415 of the Internal Revenue Code. Commencing with respect to MICP awards paid and salary earned after 1990, eligible executives may, if they so elect, designate all or a portion of such deferrals to be used for payment of post- secondary education expenses for one or more members of their families. The Plan is unfunded and is maintained by CSX Corporation and Affiliated Companies primarily for the purpose of providing deferred compensation for a select group of management who are highly-compensated employees. The Plan reads as hereinafter set forth.

ARTICLE 1. DEFINITIONS

1.1 Account shall mean the book-keeping account maintained for each Member to record his Salary Deferrals, Matching Credits and the amount of Awards he has elected to defer, as adjusted pursuant to Article 5. The Account shall consist of the sub-accounts, if any, established pursuant to Article 9 (hereinafter referred to as the "Post Secondary Education Sub- account") and all amounts not in those accounts shall be allocated to a sub- account hereinafter referred to as the "Retirement Sub-account". The Committee may establish such other sub-accounts within a Member's Account as it deems necessary to implement the provisions of the Plan.

1.2 Affiliated Company shall mean the Corporation and any company or corporation directly or indirectly controlled by the Corporation.

1.3 Award shall mean, for any year, the amount awarded to an employee of an Affiliated Company for that year (including any special incentive award) and, in the absence of an Award Deferral Agreement with respect to such amount, payable to him in the succeeding year under the MICP.

1.4 Award Deferral Agreement shall mean a Deferral Agreement filed in accordance with the award deferral program as described in Article 3.

1.5 Board of Directors or "Board" shall mean the Board of Directors of the Corporation.

1.6 Change of Control shall mean any of the following:

(a) The acquisition, other than from the Corporation, 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") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding

shares of common stock of the Corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, but excluding for this purpose, any such acquisition by the Corporation or any of its subsidiaries, or any employee benefit plan (or related trust) of the Corporation or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the common stock and voting securities of the Corporation immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of common stock of the Corporation or the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors, as the case may be; or

(b) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Corporation'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 individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Corporation (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(c) Approval by the stockholders of the Corporation of a reorganization, merger or consolidation, in each case, with respect to which the individuals and entities who were the respective beneficial owners of the common stock and voting securities of the Corporation immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 50% or, 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 reorganization, merger or consolidation, or a complete liquidation or dissolution of the Corporation or of its sale or other disposition of all or substantially all of the assets of the Corporation.

1.7 Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.8 Committee shall mean the committee appointed pursuant to Section to 8.5 administer the Plan.

1.9 Compensation shall mean the "Base Compensation" of an Eligible Executive as defined in the Tax Savings Thrift Plan, determined prior to (a) any Salary Deferrals under Article 4, and (b) any limit on compensation imposed by Section 401(a)(17) of the Code.

1.10 Corporation shall mean CSX Corporation, a Virginia corporation, and any successor thereto by merger, purchase or otherwise.

1.11 Deferral Agreement shall mean either an Award Deferral Agreement or a Salary Deferral Agreement, or both if the context so requires. A Deferral Agreement shall be a completed agreement between an Eligible Executive and a Participating Company of which he is an employee under which the Eligible Executive agrees to defer an Award or make Salary Deferrals under the Plan, as the case may be. The Deferral Agreement shall be on a form prescribed by the Committee and shall include any amendments, attachments or appendices.

1.12 Effective Date shall mean October 1, 1987 or with respect to the Eligible Executives of a company which adopts the Plan, the date such company becomes a Participating Company.

1.13 Eligible Executive shall mean an employee of a Participating Company, provided that:

(a) for purposes of the award deferral program in Article 3, such employee (i) is employed by a Participating Company in the salary grades of 21 through 40 inclusive, as of December 30 of the calendar year in question or (ii) retired from the Participating Companies or terminated employment with the Participating Companies on account of disability, as determined by the Committee, and was in salary grades 21 through 40 inclusive at the time of such retirement or termination or

(b) for purposes of the salary deferral program described in Article 4, such employee is eligible for membership in the Tax Savings Thrift Plan and is employed in salary grades 21 through 40 inclusive. The Committee may, in its sole discretion, designate any other employee of an Affiliated Company an Eligible Executive.

1.14 Matching Credits shall mean amounts credited to the Account of a Member pursuant to Section 4.5.

1.15 Member shall mean, except as otherwise provided in Article 2, each Eligible Executive who has executed an initial Deferral Agreement as described in Section 2.1.

1.16 MICP shall mean the Participating Companies' Management Incentive Compensation Program.

1.17 Participating Company shall mean the Corporation any company or corporation directly or indirectly controlled by the Corporation, which the Board designates for participation in the Plan in accordance with Section 8.5(b).

1.18 Plan shall mean this Supplementary Savings and Incentive Award Deferral Plan for Eligible Executives of CSX Corporation and Affiliated Companies, as amended from time to time.

1.19 Salary Deferrals shall mean the amounts credited to a Member's Account under Section 4.3.

1.20 Salary Deferral Agreement shall mean a Deferral Agreement filed in accordance with the salary deferral program described in Article 4.

1.21 Salary Deferral Package shall mean a percentage of an Eligible Executive's Base Compensation elected in a Salary Deferral Agreement, pursuant to Section 4.1 hereof, and shall be an integral percentage not in excess of thirty (30) percent.

1.22 Tax Savings Thrift Plan shall mean the Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies, as amended from time to time.

1.23 Valuation Date shall mean the last business day of each calendar month following the Effective Date.

ARTICLE 2. MEMBERSHIP

2.1 In General:

(a) An Eligible Executive shall become a Member as of the date he files his initial Deferral Agreement with the Committee. However, such Deferral Agreement shall be effective for purposes or deferring an Award or making Salary Deferrals only as provided in Articles 3 and 4.

(b) A Member's Initial Deferral Agreement shall be in writing and properly completed upon a form approved by the Committee, which shall be the sole judge of the proper completion thereof. Except as provided in Section 4.1(d), such Agreement shall provide for the deferral of an Award or for Salary Deferrals, shall specify the date of distribution and form of payment, and may include such other provisions as the Committee deems appropriate. An initial Deferral Agreement shall not be revoked or modified except pursuant to the establishment of a Post-Secondary Education Sub- account as provided in Article 9 or as otherwise provided in this Article 2.

(c) As a condition for membership, the Committee may require such other information as it deems appropriate.

2.2 Modification of Initial Deferral Agreement

(a) A Member may elect to change, modify or revoke his initial Deferral Agreement as follows:

(i) A Member may change the amount or Award he elects to defer on his initial Award Deferral Agreement prior to the Agreement's effective date as provided in Article 3.

(ii) A Member may changed the rate of his Salary Deferrals, or suspend his Salary Deferrals on account of severe financial hardship, as provided in Article 4.

(iii)A Member may change the event entitling him to distribution which he designated on his initial Deferral Agreement, subject to the five percent (5%) penalty described in
Section 6.1(b).

(iv) A Member may change the form of payment which he designated on his initial Deferral Agreement, subject to the five percent (5%) penalty described in Section 6.2(b). Notwithstanding any provision in this Section 2.2(a) to the contrary, the establishment of a Post-Secondary Education Sub-account with respect to future Salary Deferrals and Awards as provided in Article 9 shall not be deemed a change for the purposes of this Section 2.2(a).

(b) A Member who files an Award Deferral Agreement specifying the amount of Award he is deferring for a calendar year shall not, in this respect, be deemed to have changed or revoked his initial Deferral Agreement.

2.3 Termination of Membership; Re-employment

(a) Membership shall cease, subject to Section 2.4, upon a Member's termination of employment; provided that if a former Eligible Executive is receiving severance payments under a Participating Company's severance pay program or is eligible to defer an Award under Article 3, he shall not be deemed to have terminated employment until the later time of the date the severance payments cease or the date the Award would have been paid. Membership shall be continued during a leave of absence approved by the Participating Companies.

(b) Upon re-employment as an Eligible Executive, a former member may become a Member again as follows:

(i) in the case of a former Member who prior to re-employment received the balance in his Account, by executing a Deferral Agreement under Section 2.1 as though for all purposes of

the Plan the Affiliated Companies had never employed the former Member;

(ii) in the case of a former Member who prior to re-employment did not received the balance in his Account, by executing a Deferral Agreement under Section 2.1; provided his previous elections of the event entitling him to distribution, form or payment and beneficiary shall remain in effect.

2.4 Change in Status

a. In the event that a Member ceases to be an Eligible Executive with respect to Salary Deferrals but continues to be employed by an Affiliated Company his Salary Deferrals and Matching Credits shall thereupon be suspended until such time as he shall once again become an Eligible Executive. All other provisions os his Salary Deferral Agreement shall remain in force and he shall continue to be a Member of the Plan.

b. In the event that a Member ceases to be an Eligible Executive with respect to the deferral of Awards hereunder but continues to be employed by an Affiliated Company, he shall continue to be a Member of the Plan but shall not be eligible to defer any portion of future awards until such time as he shall once again become an Eligible Executive.

ARTICLE 3. AWARD DEFERRAL PROGRAM

3.1 Filing Requirements:

(a) At such time as the Committee may prescribe prior to the close of business on December 30 in any calendar year an Eligible Executive may elect to defer all or a portion of his Award, if any, for that year. Such election shall be made by filing an Award Deferral Agreement with the Committee on or before the close of business on December 30 of the calendar year for which the Award is made. In the event that December 30 does not fall on a weekday, such filing must be made by the close of business on the last prior business day.

(b) Notwithstanding paragraph 3.1(a) above, an individual who becomes an Eligible Executive after the calendar year for which an Award is made, but prior to the first day of the month in which such Award is determined including required action by the Board, may elect to defer all or a portion of that Award in accordance with this paragraph 3.1(b). Such election shall be made by filing an Award Deferral Agreement during the 30 day or shorter period beginning on the date the individual becomes an Eligible Executive and ending no later than the last day of the month preceding the month in which the Award is determined.

(c) An Eligible Executive's election to defer all or a portion of his Award shall be effective on the last day that such deferral may be elected under paragraph 3.1(a) or 3.1(b) and shall be effective only for the Award in question. An Eligible Executive may revoke or change his election to defer all or a portion of his Award at any time prior to the date the election becomes effective. Any such revocation or change shall be made in a form and manner determined by the Committee.

(d) An Eligible Executive shall not be entitled to defer an Award on or after attaining the age, if any, which he has designated under Section 6.1(b) or 6.1(c) for the purpose of commencing distribution of his Account (or, if applicable, his Retirement Sub-account). In the event a Member establishes a Post-Secondary Education Sub-account pursuant to Article 9, he shall not be entitled to defer all or any portion of an award into such a Sub-account after attaining the age which he has designated for the purpose of commencing distribution from the Sub-account.

(e) An Eligible Executive shall not be entitled to defer an Award if his is eligible to defer his award under another nonqualified program of deferred compensation maintained by an Affiliated Company.

3.2 Amount of Deferral:

(a) In its sole discretion, the Committee may establish such maximum limit on the amount of Award an Eligible Executive may defer for a calendar year as the Committee deems appropriate. Such maximum limit shall appear on the Eligible Executive's Deferral Agreement for the year.

(b) The minimum amount which an Eligible Executive may defer in any year shall be the lesser of $5,000 or the maximum amount determined under paragraph 3.2(a) above. If an Eligible Executive elects to defer less than this amount, his election shall not be effective.

3.3 Crediting to Account:

(a) The amount of Award which an Eligible Executive has elected to defer for a calendar year shall be credited to his Account as of the Valuation Date consistent with or next following the date the Award would have been paid to the Eligible Executive.

(b) An additional credit shall be made to the Account as of the Valuation Date described in paragraph 3.3(a) above, determined as if the amount of Award deferred had earned the same rate of return as the CSX Cash Pool Earnings Rate from the date the Award would have been paid until the Valuation Date is it credited to the Eligible Executive's Account. In

lieu of the CSX Corporation Cash Pool Earnings Rate, the Committee may designate, from time to time, such other indices of investment performance or investment funds as the measure of investment performance under this paragraph 3.3(b).

ARTICLE 4. SALARY DEFERRAL PROGRAM

4.1 Filing Requirements:

(a) An individual who is an Eligible Executive immediately prior to the Effective Date may file a Salary Deferral Agreement with the Committee, within such period prior to the Effective Date an in such manner as the Committee may prescribe.

(b) An individual who becomes an Eligible Executive on or after the Effective Date may file a Salary Deferral Agreement with the Committee during the calendar month he becomes an Eligible Executive, in such manner as the Committee may prescribe.

(c) An Eligible Executive who fails to file a Salary Deferral Agreement with the Committee as provided in paragraphs 4.1(a) and 4.1(b) above may file a Salary Deferral Agreement in any subsequent month of December.

(d) An Eligible Executive who has not otherwise filed a Deferral Agreement shall file a Salary Deferral Agreement under paragraph 4.1(a) or 4.1(b) above, whichever applies, in order to receive the Matching Credits described in Section 4.5, provided that such agreement need not provide for Salary Deferrals.

4.2 Salary Deferral Agreement: An Eligible Executive's Salary Deferral Agreement shall authorize a reduction in his base pay with respect to his Salary Deferrals under the Plan. The Agreement shall be effective for payroll periods beginning on or after the later of (a) the Effective Date or
(b) the first day of the month following the date the Salary Deferral Agreement is filed with the Committee in accordance with Section 4.1. Paychecks applicable to said payroll periods shall be reduced accordingly.

4.3 Amount of Salary Deferrals

(a) On each Valuation Date following the effective date of an Eligible Executive's Salary Deferral Agreement, his Account (or, if applicable, his Sub-accounts) shall be credited with an amount of Salary Deferral, if any, for the monthly payroll period ending thereon, as he elects in his Salary Deferral Agreement. Such Salary Deferral for any month shall be determined as the sum of his Basic Salary Deferral

for such month determined under subparagraph (i) and his Additional Salary Deferral for such month, determined under subparagraph (ii) as follows:
(i) An Eligible Executive's Basic Salary Deferral shall be determined by multiply his monthly Compensation by the excess of his Salary Deferral Percentage over the percentage determined in subparagraph (ii) below
(ii) An Eligible Executive's Additional Salary Deferral shall be determined by multiplying his monthly Compensation by a percentage determined a (a) the excess of his Salary Deferral Percentage over 15%, divided by (B) .85. provided, however, that no Basic Salary Deferral shall be made under this Plan for any month unless the Eligible Executive is prevented from making elective deferrals under the Tax Savings Thrift Plan for such month as a result of Section 402(g) of the Code, and provided further that, for the month in which such Basic Salary Deferral is first made, it shall be limited to the excess of the amount otherwise determined for such month under subparagraph 4.3(a)(i) above over the Eligible Executive's elective deferrals under the Tax Savings Thrift Plan for such month. If applicable, additional Deferrals shall be made for each month of the year to which the Salary Deferral Agreement applies, without regard to whether the Eligible Executive makes elective deferrals under the Tax Savings Thrift Plan and without regard to any Basic Deferrals under this Plan.

(b) An Eligible Executive shall not be entitled to make Salary Deferrals on or after attaining the age, if any, which he has designated under Section 6.1(b) or 6.1(c) for the purpose of commencing distribution of his Account (or, if applicable, his Retirement Sub-account). In the event a Member establishes a Post-Secondary Education Sub-account pursuant to Article 9, he shall not be entitled to make Salary Deferrals into such Sub-account after attaining the age which he has designated for the purpose of commencing distribution from that Sub-account.

4.4 Changing Salary Deferrals:

(a) An Eligible Executive's election on his Salary Deferral Agreement of the rate at which he authorizes Salary Deferrals under the Plan shall remain in effect in subsequent calendar years unless he filed with the Committee an amendment to his Salary Deferral Agreement modifying or revoking such election. The amendment shall be filed in the month of December and shall be effective for payroll periods beginning on or after the following January 1.

(b) Notwithstanding paragraph 4.4(a) above, an Eligible Executive may, in the event of severe financial hardship,

request a suspension of his Salary Deferrals under the Plan. The request shall be made in a time and manner determined by the Committee, and shall be effective as of such date as the Committee prescribes. The Committee shall apply standards, to the extent applicable, identical to those described in
Section 6.3 in making its determination. The Eligible Executive may apply to the Committee to resume his Salary Deferrals with respect to payroll periods beginning on or after the January 1 following the date of suspension, in a time and manner determined by the Committee; provided, that the Committee shall approve such resumption only if the Committee determines that the Eligible Executive is no longer incurring such hardship.

4.5 Certain Additional Credits: On each Valuation Date, there shall be credited Matching Credits to the Account (or if applicable, Retirement Sub- account of an Eligible Executive determined as follows:

(a) For months prior to the inception of Basic Salary Deferrals hereunder, the greater of (i) or (ii)
(b) For months during which Basic Salary Deferrals are effective, the greater of (i) or (iii), minus (iv), where '(i)' is the employer matching contributions the Eligible Executive would have received under the Tax Savings Thrift Plan if the provisions of Sections 401(k)(3),

           401(m)(9) and 415 of the Code had not applied to the
           Tax Savings Thrift Plan; and
'(ii)'     is an amount determined as 3% of the Eligible
           Executive's additional Salary Deferrals; and
'(iii)'    is the employer matching contributions the Eligible
           Executive would have received under the Tax Savings
           Thrift Plan if his deferrals under this Plan had been
           contributed to the Tax Savings Thrift Plan (in
           addition to those amounts actually contributed to that
           Plan), based on "Compensation" as defined in this Plan
           and as if the provisions of Sections 401(a)(17),
           401(k)(3), 401(m)(9) and 415 of the Code had not
           applied to the Tax Savings Thrift Plan; and
'(iv)'     is the employer matching contributions made on his
           behalf for the applicable period to the Tax Savings
           Thrift Plan; and

No Matching Credits shall be credited to a Member's Post-Secondary Education Sub-account.

ARTICLE 5. MAINTENANCE OF ACCOUNTS

5.1 Adjustment of Account:

(a) As of each Validation Date each Account (and, if applicable, each Sub-account) shall be credited or debited with the amount of earnings or losses which such Account (or, if

applicable, each Sub-account) would have been credited or debited, assuming it had been invested in one or more investment funds, or earned the rate of return of one or more indices of investment performance, designated by the Committee and, if applicable, elected by the Member or former Member, for purposes of measuring the investment performance of his Account (or, if applicable, each Sub- account).

(b) The Committee shall designate at least one investment fund or index of investment performance and may designate other investment funds or investment indices to be used to measure the investment performance of Accounts. The designation of any such investment funds or indices shall not required the Affiliated Companies to invest or earmark their general assets in any specific manner. The Committee may change the designation of investment funds or indices from time to time, in its sole discretion, and any such change shall not be deemed to be an amendment affecting Member's or former Member's rights under Section 7.2.

(c) For purposes of paragraph 5.1(a), the portion of a Member's Retirement Sub-account attributable to Matching Credits shall be credited or debited with earnings or losses based upon the performance of "Fund E" (CSX Stock Fund) under the Tax Savings Thrift Plan.

5.2 Investment Performance Elections

(a) In the event the Committee designates more than one investment fund or index of investment performance under
Section 5.1, each Member and, if applicable, former Member, shall file an initial investment election with the Committee with respect to the investment of his Salary Deferrals within such time period and on such form as the Committee may prescribe. The election shall designate the investment fund or funds or index or indices of investment performance which shall be used to measure the investment performance of the Member's Salary Deferrals. The election shall be effective as of the beginning of the payroll period next following the date the election is fled. The election shall be in increments of 10%.

(b) In the event the Committee designates more than one investment fund or index under Section 5.1, each Member shall file an initial investment election each calendar year in which he defers an Award with respect to the amount deferred. The election shall be made within such time period and on such form as the Committee prescribes and shall be in increments of 10% of the amount deferred. The election shall be effective on the Valuation Date on which the amount determined is credited to the Member's Account.

(c) A Member may not elect separate investment funds or indices of investment performance with respect to each Sub-account.

5.3 Changing Investment Elections:

(a) A Member may change his election in Section 5.2(a) with respect to his future Salary Deferrals, no more than four times in any calendar year, by filing an appropriate written notice with the Committee The notice shall be effective as of the beginning of the first payroll period following the date the notice is filed with the Committee.

(b) A Member or, if applicable, former Member may change his election of the investment fund or funds or index or indices of investment performance used to measure the future investment performance of his existing Account balance, by filing an appropriate written notice with the Committee. Any change in the investment fund or funds or index or indices of investment performance shall apply pro-rata to all Sub-accounts. The election shall be effective as of the last business day of the calendar quarter following the month in which the notice is filed. No election under this paragraph 5.3(b) shall apply to the portion of a Member's Account attributable to Matching Credits.

5.4 Vesting of Account: Each Member shall be fully vested in his Account.

5.5 Individual Accounts: The Committee shall maintain, or cause to be maintained, records showing the individual balances of each Account and, if applicable, each Sub-account. At least once a year, each Member and, if applicable, former Member shall be furnished with a statement setting forth the value of his Account and, if applicable, his Sub-accounts.

ARTICLE 6. PAYMENT OF BENEFITS

6.1 Commencement of Payment:

(a) The distribution of the Member's or former Member's Account shall commence, pursuant to Section 6.2, on or after the occurrence of (i), (ii), (iii) or (iv) below, as designated by the Member on his initial Deferral Agreement executed following his employment by the Participating Companies:

(i) the Member's termination of employment with the Affiliated Companies;

(ii) attainment of a designated age not earlier than age 59-1/2 nor later than age 70-1/2,

(iii)the earlier of (i) or (ii) above, or

(iv) the later of (i) or (ii) above.

In the event a Member elects either (ii) or (iii) above, he may not elect an age less than three (3) years subsequent to his current age. A Member or former Member shall not change his designation of the event which entitles him to distribution of this Account, except as provided in paragraph 6.1(b) below.

(b) A Member or former Member may change his designation of the event which entitles him to distribution of his Account under paragraph 6.1(a) above, no more than once in any calendar year, by filing with the Committee an amendment to his initial Deferral Agreement on or before December 30 (or the last preceding business day if December 30 is not a weekday). The change shall be limited to those events entitling a Member to distribution that are described in paragraph 6.1(a) above, shall be subject to approval of the Committee and shall be effective as of the last Valuation Date of the calendar year in which the change is filed. An election under this paragraph 6.1(b) shall result in the forfeiture of five percent (5%) of the Member's or former Member's Account, unless the provisions of Section 6.1(d) apply, determined as of the Valuation Date upon which the election is effective. A forfeiture under this Section 6.1(b) shall be in addition to a forfeiture incurred by the Member, if any, under Section 6.2(b).

(c) Notwithstanding anything in this Section 6.1 or Article 9 to the contrary, a Member's Account shall be distributed upon his death.

(d) A Member may not change the designation of the event which entitles him to distribution of one or more Post-Secondary Education Sub-accounts, except that a Member may transfer the entire amount in any Post-Secondary Education Sub- account to one or more other Post-Secondary Education Sub- accounts and his Retirement Sub-account, or any combination thereof, subject to forfeiture of five percent (5%) of the Sub-account so transferred, as provided in Article 9.

6.2 Method of Payment:

(a) A Member's or former Member's Account (or, if applicable, Retirement Sub-account) shall be distributed to him, or in the event of his death to his Beneficiary, in a cash single sum payment s soon as administratively practicable following the January 1 coincident with or next following the date the Member incurs the distributable event elected under Section 6.1 or his date of death, as the case may be. Matching Credits earned in respect to periods following the date of

such distributable event shall be paid directly to the Member in cash as soon as practical. Notwithstanding the foregoing, a Member or former Member may elect to receive distribution of his Account in installments over a period not to exceed fifteen (15) years. Installments shall be determined s of each June 30 and December 31 and shall be paid as soon as administratively practicable thereafter. Installments shall commence as of the June 30 or December 31 coincident with or next following the date the Member incurs the distributable event elected under Section 6.1, or as soon as administratively practicable thereafter. The amount of each installment shall equal the balance in the Account as of the Valuation Date of determination, divided by the number of remaining installments (including the installment being determined). The election shall be made on his initial Deferral Agreement and shall be irrevocable except as provided in paragraph 6.2(b) below. If a Member or former Member dies before payment of the entire balance of his Account, the remaining balance shall be paid in a single sum to his Beneficiary as soon as administratively practicable following the January 1 coincident with or next following his date of death.

(b) Notwithstanding paragraph 6.2(a) above, a Member or former Member may change the form in which his Account is distributed, no more than once in any calendar year, by filing with the Committee an amendment to his initial Deferral Agreement on or before December 30 (or the last preceding business day if December 30 is not a weekday). The change shall be limited to those forms of distribution described in paragraph 6.2(a) above, shall be subject to approval of the Committee and shall be effective as of the last Valuation Date of the calendar year in which it is filed. An election under this paragraph 6.2(b) shall result in the forfeiture of five percent (5%) of the Member's or former Member's Account, unless the provisions of Section 6.2(c) apply, determined as of the Valuation Date upon which the election is effective. A forfeiture under this Section 6.2(b) shall be in addition to a forfeiture incurred by the Member, if any, under Section 6.1(b).

(c) In the event the Member's Account consists of a Retirement Sub-account and ne or more Post-Secondary Education Sub- accounts, the provisions of this Section 6.2 shall apply exclusively to the Member's Retirement Sub-account. A Member may not change the form in which his Post-Secondary Education Sub-accounts are distributed, except that a Member may transfer the entire amount in any Post-Secondary Education Sub-account to one or more other Post-Secondary Education Sub-accounts and his Retirement Sub-account, or any combination thereof, subject to forfeiture of five percent (5%) of the Sub-account so transferred, as provided in Article 9.

6.3 Applicability: In the event the Member's Account consists of a Retirement sub-account and one or more Post-Secondary Education Sub-accounts, the provisions of Sections 6.1(a) and 6.1(b) and 6.2 shall apply exclusively to the Member's Retirement Sub-account.

6.4 Hardship

(a) While employed by the Participating Companies, a Member or former Member may, in the event of a severe financial hardship, request a withdrawal from his Account. The request shall be made in a time and manner determined by the Committee, shall not be for a greater amount than the amount required to meet the financial hardship, and shall be subject to approval by the Committee.

(b) For purposes of this Section 6.3 financial hardship shall include:

(i) education of a dependent child where the Member or former Member shows that without the withdrawal under this Section the education would be unavailable to the child;

(i) illness of the Member or former or his dependents, resulting in severe financial hardship to the member or former Member

(iii)the loss of the Member's or former Member's home or its contents, to the extent not reimbursable by insurance or otherwise, if such loss results in a severe financial hardship to the Member or former Member;

(iv) any other extraordinary circumstances of the Member or former Member approved by the Committee if such circumstances would result in a present or impending critical financial need which the Member or former Member is unable to satisfy with funds reasonably available from other sources.

6.5 Designation of Beneficiary: A Member or former Member may, in a time and manner determined by the Committee, designate a beneficiary and one or more contingent beneficiaries (which may include the Member's or former Member's estate) to receive any benefits which may be payable under this Plan upon his death. If the Member or former Member fails to designate a beneficiary or contingent beneficiary, or if the beneficiary and the contingent beneficiaries fail to survive the Member or former Member, such benefits shall be paid to the Member's or former Member's estate. A Member or former Member may revoke or change any designation made under this Section 6.4 in a time and manner determined by the Committee.

6.6 Special Distribution Rules: Notwithstanding anything to the contrary in this Plan, if (a) a Member or former Member becomes the owner, director or employee of a competitor of the Affiliated Companies, (b) his

employment is terminated by an Affiliated Company on account of actions by the Member which are detrimental to the interests of the Affiliated Company, or
(c) he engages in conduct subsequent to the termination of his employment with the Affiliated Companies which the Committee determines to be detrimental to the interests of an Affiliated Company, then the Committee may, in its sole discretion, pay the Member or former Member a single sum payment equal to the balance in his Account. The single sum payment shall be made as soon as practicable following the date the Member or former Member becomes an owner, director or employee of a competitor, his termination of employment or the Committee's determination of detrimental conduct, as the case may be, and shall be in lieu of all other benefits which may be payable to the Member or former Member under this Plan.

6.7 Status of Account Pending Distribution: Pending distribution, a former Member's Account (and, if applicable, a former Member's Sub-accounts) shall continue to be credited with earnings and losses as provided in Section
5.1. The former Member shall be entitled to change his investment elections under Section 5.3 or apply for Hardship withdrawals under Section 6.3 to the same extent as if he were a Member of the Plan. In the event of the death of a Member or former Member, his Account (and, if applicable, his Sub-accounts) shall be credited with earnings and losses as if the Account had earned the same rate of return as the CSX Corporation Cash Pool Earnings Rate or, in the sole discretion of the Committee, the rate of return of such other index of investment performance or investment fund which may be designated by the Committee as a measure for investment performance of Members' or former Members' Accounts (and, if applicable, their Sub-accounts), commencing with the Valuation Date coincident with or next following the Member's or former Member's date of death.

6.8 Installments and Withdrawals Pro-Rata: In the event of an installment payment or hardship withdrawal, such payment or withdrawal shall be made on a pro-rate basis from the portions of the Member's or former Member's existing Account balance which are subject to different measures of investment performance In the event of a hardship withdrawal, the withdrawal shall be made on a pro-rata basis from the Member's or former Member's Sub- accounts.

6.9 Acceleration of Payments: If the Committee determines that a Change of Control has occurred, each Participant (whether or not then receiving payments under the Plan) shall be entitled to receive, and the Committee shall cause the Corporation to pay within 7 days of such determination, a lump sum payment equal to the value of each Member or former Member's Accounts (determined under Article 5) as of the Valuation Date coinciding with or next preceding the date of Change of Control. The value of each Member or former Member's Accounts and the amount of the lump sum to be paid pursuant to this Section 6.9 shall be determined by the Corporation's accountants after consultation with the entity then maintaining the Plan records for each Member's Account. Upon payment of the lump sum, all further Deferrals under the Plan shall terminate.

ARTICLE 7. AMENDMENT OR TERMINATION

7.1 Right to Terminate: The Board may, in its sole discretion, terminate this Plan and the related Deferral Agreements at any time. In the event the Plan and related Deferral Agreements are terminated, each Member, former Member and Beneficiary shall receive a single sum payment equal to the balance in his Account. The single sum payment shall be made as soon as practicable following the date the Plan is terminated and shall be in lieu of any other benefit which may be payable to the Member, former Member or Beneficiary under this Plan.

7.2 Right to Amend: The Board may, in its sole discretion, amend this Plan and the related Deferral Agreements in any way on 30 days prior notice to the Members and, where applicable, former Members. If any amendment to this Plan or to the Deferral Agreements shall adversely affect the rights of a Member or former Member, such individual must consent in writing to such amendment prior to its effective date. if such individual does not consent to the amendment, the Plan and related Deferral Agreements shall be deemed to be terminated with respect to such individual and he shall receive a single sum payment of his Account as soon thereafter as is practicable. Notwithstanding the foregoing, the Committee's change in any investment funds or investment index under Section 5.1(b) or the restriction of future deferrals under the salary deferral program or award deferral program shall not be deemed to adversely affect any Member's or former Member's rights.

7.3 Uniform Action: Notwithstanding anything in the Plan to the contrary, any action to amend or terminate the Plan or the Deferral Agreements must be taken in a uniform and nondiscriminatory manner.

ARTICLE 8. GENERAL PROVISIONS

8.1 No Funding: Nothing contained in this Plan or in a Deferral Agreement shall require the Affiliated Companies to segregate any monies from their general funds, or to create any trusts, or to make any special deposits for any amounts to be paid to any Member, former Member, beneficiary or contingent beneficiary. Neither the Member, former Member, his beneficiary, contingent beneficiaries, heirs or personal representatives shall have any right, title or interest in or to any funds of the Affiliated Companies on account of this Plan or on account of having completed a Deferral Agreement.

8.2 No Contract of Employment: The existence of this Plan or of a Deferral Agreement does not constitute a contract for continued employment between an Eligible Executive or a Member and an Affiliated Company. The Affiliated Companies reserve the right to modify an Eligible Executive's or Member's remuneration and to terminate an Eligible Executive or a Member for any reason and at any time, notwithstanding the existence of this Plan or of a Deferral Agreement.

8.3 Withholding Taxes: All payments under this Plan shall be net of an amount sufficient to satisfy any federal, state or local withholding tax requirements.

8.4 Nonalienation: The right to receive any benefit under this Plan may not be transferred, assigned, pledged or encumbered by a Member, former Member, beneficiary or contingent beneficiary in any manner and any attempt to do so shall be void. No such benefit shall be subject to garnishment, attachment or other legal or equitable process without the prior written consent of the Affiliated Companies.

8.5 Administration:

(a) This Plan shall be administered by the Compensation and Pension Committee of the Board. The Committee shall interpret the Plan, establish regulations to further the purposes of the Plan and take any other action necessary to the proper operation of the Plan.

(b) The Board, in its sole discretion and upon such terms as it may prescribe, may permit any company or corporation directly or indirectly controlled by the Corporation to participate in the Plan.

(c) Prior to paying any benefit under this Plan, the Committee may require the Member, former Member, beneficiary or contingent beneficiary to provide such information or material as the Committee, in its sole discretion, shall deem necessary for it to make any determination it may be required to make under this Plan. The Committee may withhold payment of any benefit under this Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness.

(d) The Committee shall provide adequate notice in writing to any Member, former Member, beneficiary or contingent beneficiary whose claim for benefits under this Plan has been denied, setting forth the specific reasons for such denial. A reasonable opportunity shall be afforded to any such Member, former Member, beneficiary or contingent beneficiary for a full and fair review by the Committee of its decision denying the claim. The Committee's decision on any such review shall be final and binding on the Member, former Member, beneficiary or contingent beneficiary and all other interested persons.

(e) All acts and decisions of the Committee shall be final and binding upon all Members, former Members, beneficiaries, contingent beneficiaries and employees of the Affiliated Companies.

8.6 Construction

(a) The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management or highly compensated personnel and all rights hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

(b) The masculine pronoun shall mean the feminine wherever appropriate.

(c) The captions inserted herein are inserted as a matter of convenience and shall not affect the construction of the Plan.

ARTICLE 9. POST-SECONDARY EDUCATION SUB-ACCOUNTS

9.1 Post-Secondary Education Sub-accounts:

(a) Notwithstanding any provision of this Plan to the contrary, with respect to amounts deferred under Salary Deferral Agreements and Award Deferral Agreements effective on or after December 31, 1990, a Member may direct the Committee to establish a separate sub-account in the name of one or more of:

(i) each of the Member's children,

(ii) each of the Member's brothers, sisters, their spouses, the Member's spouse, or

(iii)each of the foregoing's lineal descendants, for the payment of their expenses directly or indirectly arising from enrollment in a college, university, or any other post- secondary institution of higher learning. Each sub-account established pursuant to this paragraph 9.1(a) shall be referred to as a "Post-Secondary Education Sub-account."

(b) The Member may instruct the Committee to allocate all or a portion of any amount deferred under an Award Deferral Agreement in respect to an Award granted after December 31, 1990 to one or more of the Post-Secondary Education Sub- accounts established pursuant to Section 9.1(a).

(c) A Member may instruct the Committee to allocate all or any portion of the amount he defers for periods commencing after December 31, 1990 pursuant to his Salary Deferral Agreement to one or more of the Post-Secondary Education Sub-accounts established pursuant to Section 9.1(a).

(d) Any elections pursuant to paragraphs 9.1(a) and 9.1(b) shall be made in whole percentages.

(e) No Matching Credits shall be allocated to any Post-Secondary Education Sub-account.

9.2 Distribution of Post-Secondary Education Sub-accounts:

(a) Amounts allocated to one or more of a Member's Post- Secondary Education Sub-accounts shall be distributed to the Member upon the attainment of the certain age of the Member, specifically designated by the Member for this purpose with regard to that Sub-account.

(b) A Member or former Member may transfer the entire amount but not less than that amount in any Post-Secondary Education Sub-account to one or more other Post-Secondary Education Sub-accounts, his Retirement Sub-account, or any combination thereof, by filing the appropriate form or forms with the Committee not later than the last business day of the calendar year preceding the year in which distribution of that Post-Secondary Education Sub-account was to begin. A transfer under this paragraph 9.2(b) shall result in the forfeiture of five percent (5%) of the Member's or former Member's Sub-account so transferred, determined as of the Valuation Date upon which the transfer is effective. In no event may a Member transfer all or any portion of the amount in his Retirement Sub-account to his Post-Secondary Education Sub-accounts. Except as provided in this paragraph 9.2(b) or 9.2(c) below, a Member or former Member may not change the time or form of distribution of his Post- Secondary Education Sub-accounts.

(c) In the event that the individual for whom a Post-Secondary Education Sub-account is established dies while funds remain in that Sub-account, a Member or former Member may transfer without penalty the entire amount but not less than that amount in that Sub-account in accordance with the provisions of (i) or (ii) below:

(i) to one or more existing Post-Secondary Education Sub- accounts and/or a new Post-Secondary Education Sub-account established in accordance with the provisions of Section 9.01 hereof; or

(ii) to a Retirement Sub-account.

If a Member or former Member elects to transfer funds in accordance with (ii) and he has not previously established a Retirement Sub-account, such a Sub-account shall be established automatically and the Member or former Member promptly thereafter will be required to execute an amendment to his initial Deferral Agreement which shall specify the option under Section 6.1(a) which will entitle him to distribution of the Retirement Sub-account and the form of distribution under Section 6.2(a).

(d) A Member's or former Member's Post-Secondary Education Sub- accounts shall be distributed to him, or in the event of his death to his Beneficiary, in a cash single sum payment as soon as administratively practicable following the January 1 coincident with or next following the date the Member incurs the distributable event or events elected under paragraph 9.2(a) or his date of death, as the case may be. Notwithstanding the foregoing, a Member or former Member may elect to receive distribution of one or more of his Post- Secondary Education Sub-accounts in installments over a period not to exceed six (6) years. Installments shall be determined as of each June 30 and December 31 and shall be paid as soon as administratively practicable thereafter. installments shall commence s of the June 30 or December 31 coincident with or next following the date the Member incurs the distributable event elected under paragraph 9.2(a) with regard to a Sub-account, or as soon as administratively practicable thereafter. The amount of each installment shall equal the balance in the applicable Post-Secondary Education Sub-account as of the Valuation Date of determination, divided by the number of remaining installments (including the installment being determined). If a Member or former Member dies before payment of the entire balance of all of his Post-Secondary Education Sub- accounts, the remaining balance or balances, as the case may be, shall be paid in a single sum to his Beneficiary as soon as administratively practicable following the January 1 coincident with or next following his date of death.

9.3 Construction: To the extent any provision in this Article 9 is inconsistent with any other provision of this Plan, the provisions in Article 9 shall govern.

                     TABLE OF CONTENTS



Section I -   INTRODUCTION . . . . . . . . . . . . . . . . . .   1

Section II -  MEMBERSHIP . . . . . . . . . . . . . . . . . . .   3

Section III - CREDITABLE SERVICE . . . . . . . . . . . . . . .   4

Section IV -  COMPENSATION AND AVERAGE COMPENSATION. . . . . .   7

Section V -   SPECIAL RETIREMENT ALLOWANCES. . . . . . . . . .   7

Section VI -  FUNDING METHOD . . . . . . . . . . . . . . . . .  15

Section VII - ADMINISTRATION OF SPECIAL PLAN . . . . . . . . .  17

Section VIII -MODIFICATION, AMENDMENT AND TERMINATION. . . . .  17

Section IX -  NON-ALIENATION OF BENEFITS . . . . . . . . . . .  20

Section X -   MISCELLANEOUS PROVISIONS . . . . . . . . . . . .  21

Section XI -  ACCELERATION OF PAYMENTS . . . . . . . . . . . .  22

Section XII - CONSTRUCTION . . . . . . . . . . . . . . . . . .  27

Special Retirement Plan

of CSX Corporation and Affiliated Corporations As Amended and Restated December 1, 1991

Section I - INTRODUCTION

I. The purpose of this retirement plan, hereinafter called the "Special Plan," is to provide an incentive for corporate officers comprising a select group of management or highly compensated personnel to exert maximum efforts for the Company's success and to remain in the service of the Company until retirement.

I. The Special Plan as provided herein shall be effective as of March 1, 1983, and supersedes the Employees' Special Pension Plan of The Chesapeake and Ohio Railway Company and the Plan for Additional Annuities for Qualifying Members under the Supplemental Pension Plan of The Baltimore and Ohio Railroad Company, hereinafter called the "Former Plans."

I. The "Company" as used herein shall refer to CSX Corporation and such other of its affiliated corporations as shall adopt this Special Plan by action of their Boards of Directors for the benefit of corporate officers who are covered or may become covered by the Special Plan. The term "Compensation and Pension Committee" shall refer to the Compensation and Pension Committee of the Board of Directors of CSX Corporation (the "Board of Directors").

I. The incentives under the Special Plan shall consist of special retirement allowances provided by the Company at retirement to certain officers, hereinafter referred to as "Participants," who shall participate as provided herein (eligibility for participation is set forth in Section II).

I. The Special Plan shall, where appropriate, refer to and have meanings consistent with all of the relevant terms of any other regularly maintained pension plan which currently provides or did provide immediately prior to March 1, 1983, retirement benefits for non-contract employees of the Company and is or was maintained by CSX Corporation or any of its affiliated corporations whose officers participate in the Special Plan. Such existing regularly maintained pension plans which provided benefits immediately prior to March 1, 1983 for employees of the Company, and covered periods of service granted in paragraphs 4(a) and 4(b) of Section V, or those which may be established hereafter, as amended from time to time, shall be referred to herein as the "Pension Plans." Accordingly, regardless of formal differences which may exist between the Special Plan and the Pension Plans in the use of terminology, the definitions and principles which are set forth in the Pension Plans with respect to compensation, average compensation, credited service, and similar terms shall be applied and construed hereunder in a manner consistent with the purposes of the Special Plan and the Pension 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 II - MEMBERSHIP

1. Every person who was a Participant in the Former Plans as in effect immediately prior to March 1, 1983, shall continue as a Participant in the Special Plan on and after such date for the purpose of any applicable provisions hereof.

2. On and after March 1, 1983, Participants shall include any employees who participate in the Pension Plans and who are entitled to benefits provided under Section V, Subsection 8 hereof; provided, however, that the only benefit that such employees shall be eligible to receive under this Special Plan shall be the benefit provided in accordance with such Subsection unless they are otherwise entitled to benefits under other provisions of this Special Plan.

3. On and after March 1, 1983, additional persons eligible to be Participants shall be those specified in Section V, Subsection 4(c).

Section III - CREDITABLE SERVICE

1. Creditable service under the Special Plan shall have the same meaning and apply in the same manner as creditable service under the Pension Plans, except that it shall also include any additional creditable service which may have been or which may be granted to a Participant in accordance with the provisions of Section V, Subsections 3 and/or 4 hereof. Provided, however, notwithstanding any provisions of the Pension Plans to the contrary, a Participant in the Special Plan who is in the employ of the Company and who does not receive compensation in any calendar month due to amounts deferred under the Company's Deferred Compensation Program and any other amounts of compensation deferred under any other arrangement approved by the Compensation and Pension Committee nevertheless shall receive creditable service under the Special Plan.

2. Notwithstanding any other provisions of this Special Plan or the Pensions Plans to the contrary, effective January 1, 1989:

(a) Prior to January 1, 1992, a Participant must have been continuously employed by the Company for a period of not less than 10 years to become entitled upon retirement to receive payment of a special retirement allowance from this Special Plan in respect of any additional creditable service, pension supplement, pension or benefit granted under Section V, Subsections 3(a) or 3(b) of this Special Plan. After December 31, 1991, this Subsection (a) shall only apply to Section V, Subsection 3(b); and,

(b) Prior to January 1, 1992, a Participant must have been continuously employed by the Company for a period of not less than 5 years to become entitled to receive payment of a special retirement allowance from this Special Plan in respect of any additional creditable service granted under
Section V, Subsection 4(d), of this Special Plan; provided, however, a person who has already attained age 60 and then first becomes employed by the Company, and who also becomes and continuously remains a Participant from that date of first employment until attainment of age 65, shall become entitled upon retirement to receive payment of a special retirement allowance from this Special Plan in respect of any additional creditable service granted under Section V, Subsection 4(d) of this Special Plan; and

(c) After December 31, 1991, a Participant must have been continuously employed by the Company for a period of not less than 10 years and must have attained age 55 to become entitled to receive a special retirement allowance from this Special Plan in respect to any additional creditable service accrued after December 31, 1991, granted under Section V, Subsection 4(d), of this Special Plan or a pension or benefit granted after December 31, 1991 under Section V, Subsection 3(a) of this Special Plan; provided, however, a Participant who has at least 5 years of continuous service and who dies while actively employed shall be entitled to the additional creditable service accrued after December 31, 1991; and provided, further, a Participant who terminates employment with the consent of the Chief Executive Officer of CSX Corporation ("Chief Executive Officer") prior to age 55 with 10 years of continuous service shall be entitled to the additional creditable service accrued after December 31, 1991.

(d) In no event shall a Participant be eligible to receive a payment in respect of any benefits granted under Section V, Subsections 3(a), 3(b) or 4(d) of this Special Plan before such date as the Participant attains the earliest retirement age specified in the particular Pension Plan in which the Participant also participates, unless an earlier payment from the Special Plan is specifically authorized by the Compensation and Pension Committee. The Compensation and Pension Committee shall have full authority and sole discretion to interpret and administer the foregoing rules, and any decision made by such Committee shall be final and binding.

Section IV - COMPENSATION AND AVERAGE COMPENSATION

Compensation and average compensation under the Special Plan shall have the same meanings and apply in the same manner as those terms do under the Pension Plans, except as provided in Section V, Subsection 3(b) hereof; provided, however, that amounts deferred under the Company's Deferred Compensation Program and any other amounts of compensation deferred under any other arrangement approved by the Compensation and Pension Committee shall be included in the determination of compensation and average compensation; and further provided, that compensation and average compensation hereunder shall not be limited to the amount of $222,200, or such other amount as adjusted by regulation, as imposed by Sections 401(a)(17) and 415(d) of the Internal Revenue Code.

Section V - SPECIAL RETIREMENT ALLOWANCES

1. All of the provisions, conditions, and requirements set forth in the Pension Plans with respect to the granting and payment of retirement benefits thereunder shall be equally applicable to the granting of the special retirement allowances hereunder to Participants in the Special Plan and to the payment thereof from the Company's general assets. Except as otherwise may be provided in this Special Plan, whenever a Participant's rights under the Special 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 special retirement allowance under the Special Plan shall be paid to a surviving spouse in conformance with the provisions of the Pension Plans, the final installment payment hereunder shall be made only to the estate of such surviving spouse and shall not be otherwise paid, regardless of any different provision for such payment which may be prescribed in the Pension Plans.

2. All special retirement allowances being paid on March 1, 1983, under the Former Plans as they existed immediately prior to such date shall be continued and be paid hereunder, and, persons participating under the Former Plans shall continue to participate hereunder in accordance with the terms and conditions of the Former Plans and any applicable provisions of this Special Plan.

3. The Compensation and Pension Committee, upon the recommendation of the Chief Executive Officer, may grant to an officer of the Company the following benefits under the Special Plan:

(a) Additional creditable service, pensions or benefits hereunder other than as provided in the Pension Plan, in recognition of previous service deemed to be of special value to the Company.

(b) A pension supplement hereunder in a particular instance as determined by the Compensation and Pension Committee, to be calculated on the basis of specific instructions which may depart only for such purpose from any of the terms, conditions or requirements of the Pension Plans, notwithstanding the provisions of Section I, Subsection 5, and Section V, Subsection 1, hereof.

4. The following additional creditable service under the Special Plan shall be granted by the Company at retirement under the Pension Plans:

(a) To those Participants of the "Former Plans," creditable service equal to that accrued under Section V, Subsection 4 of The Employees' Special Plan of The Chesapeake and Ohio Railway Company or under paragraphs 1, 2 and 3 of the Plan for Additional Annuities for Qualifying Members Under the Supplemental Pension Plan of the Baltimore and Ohio Railroad Company, provided that, effective upon a Participant's retirement on or after March 1, 1983, creditable service under the Special Plan and Pension Plans shall not exceed 44 years.

(b) To those Participants in the Special Plan who are listed in Appendix I, and who are also participants in the Pension Plans, additional creditable service under the Special Plan will be granted as indicated for each individual as shown in Appendix I, provided that additional creditable service under the Special Plan and credited service under the Pension Plans at retirement shall not exceed 44 years.

(c) On and after March 1, 1983, new admissions into the class of persons who may become Participants in the Special Plan to receive additional creditable service hereunder shall only include participants in the Pension Plans who are recommended by the Chief Executive Officer and approved under guidelines adopted by the Compensation and Pension Committee.

(d) In addition to the additional creditable service granted to Participants under (a) or (b) above, beginning March 1, 1983, one year of additional creditable service shall be granted for each year of actual service (with allowances for months less than twelve) between ages 45 and 65 during which a person is a Participant. Those who become qualified as provided in (c) above shall have one year of additional credited service granted, beginning no earlier than the date they are both a Participant and at least age 45, for each year of actual service (with allowances made for months less than twelve) during which they remain a Participant, but only up to age 65. Additional creditable service granted under the Special Plan shall be combined with credited service under the Pension Plan (but only if credited service under the Pension Plans does not exceed 44 years), to result in total credited service and additional creditable service under the Pension Plans and the Special Plan which shall not exceed a maximum of 44 years. The position, compensation, and other conditions upon which a non-contract employee's participation herein is based shall be determined from time to time in the absolute discretion of the Compensation and Pension Committee.

(e) Anything to the contrary notwithstanding, any Participant in the Special Plan receiving additional creditable service under this Subsection 4, and whose responsibilities and compensation are reduced, may, in the discretion of the Compensation and Pension Committee or the Chief Executive Officer, cease to receive any further additional creditable service hereunder.

(f) A Participant's accrual of additional creditable service as provided herein shall not be subject to termination except as provided in subparagraph (e) above, or upon retirement or termination of employment.

(g) Prior to January 1, 1992, a Participant who receives benefits under a Salary Continuance and Long-Term Disability Income Plan of the Company shall continue to accrue additional creditable service hereunder subject to the same rules that are applicable in such instances under the Pension Plans.

(h) It is the intent of this Section V that, for the purpose of the Special Plan, the additional creditable service provided hereunder when added to credited service under the Pension Plans or otherwise, shall not in any case exceed 44 years in the aggregate.

(i) To those Participants who become qualified as provided in
(a), (b) or (c) above, a special retirement allowance shall be payable under the Special Plan to such Participants or their surviving spouses equal to any amount due under the Pension Plans which is not paid in full under the Pension Plans.

5. The Company shall accrue and pay under this Special Plan as an additional supplement benefit any annual pension benefits that would have been payable under the Pension Plans as in effect on September 1, 1974, or thereafter, if Sections 415(b) and 401(a)(17) of the Internal Revenue Code, and any other relevant provisions of law that impose limitations or have the effect of limiting the accrual of benefits under the Pension Plans, had not been enacted into law, unless such additional supplemental benefit is provided by the Company through another plan created for that purpose.

6. The Company shall accrue reserves to the credit of the Special Plan in advance to cover the costs of any additional creditable service, pensions or benefits granted under Subsections 3 and 4 hereof, and such pensions or benefits or special retirement allowances reflecting such credit shall be paid under the Special Plan. Where additional creditable service is granted, upon retirement in accordance with the provisions of the Pension Plans, the Participant shall receive a special retirement allowance equal to the difference between the retirement allowance computed under the Pension Plans and the amount which would be payable if the additional credit granted hereunder had been included with the actual credited service in the computation of the retirement allowance payable under the Pension Plans. Where a pension or other benefit is granted to a Participant, such pension or benefit shall be payable as a special retirement allowance from the Special Plan.

7. In the event any Participant in the Special Plan receives as a participant in the Pension Plans, a pension or retirement benefit payable in a form other than a straight life annuity in accordance with the provisions of the Pension Plans, his special retirement allowance under this Section V shall also be payable in a similar form.

8. The Company shall accrue and pay under this Special Plan any annual pension benefit which otherwise would have been payable under the Pension Plans but for the Participant's deferral of compensation under the Company's Deferred Compensation Program or under any other deferred compensation arrangement approved by the Compensation and Pension Committee.

9. If a Participant receives a lump sum distribution pursuant to the provisions of Section XI, the amount of any benefit to which the Participant becomes entitled under Section V hereof shall be reduced by a benefit actuarially equivalent to the lump sum amount distributed. Such actuarial equivalence shall be determined under the same mortality and interest assumptions used to compute the lump sum amount.

Section VI - FUNDING METHOD

1. The benefits provided under the Special Plan shall be financed by the Company and no contribution shall be required of Participants. The Company shall accrue reserves on its books as follows:

(a) As of March 1, 1983, an amount shall be calculated with respect to the Former Plans which shall be the actuarially determined present value as of that date of all special retirement allowances payable under the Former Plans and, under a schedule approved by the Company's independent accountant, the reserve previously accrued will be adjusted.

(b) As of March 1, 1983, the actuarially determined present value as of that date of all special retirement allowances payable under Section V, Subsection 4(b) shall be calculated and, under a schedule approved by the Company's independent accountant, a reserve equal to that amount established.

(c) During the year 1983, there shall be accrued the amount required to allow regular interest on the adjusted reserve provided in (a) and (b) above. Each year thereafter there shall be accrued the amount required to allow regular interest on the average reserves standing to the credit of the Special Plan during the preceding year.

(d) Each year the reserves shall be adjusted to reflect the payment of special retirement allowances during the year.

(e) Such additional reserves shall be accrued from time to time as may be required in accordance with Section V, Subsections 3 and 4, on account of grants thereunder made after March 1, 1983.

(f) There shall be accrued from time to time, as required, additional reserves on account of benefits pursuant to
Section V, Subsection 6.

(g) At such times as the Plan Administrator shall recommend, the reserves accrued to the credit of the Special Plan shall be adjusted on the basis of actuarial valuations to reflect the experience under the Special Plan, or amendments thereto, or changes in the rate of regular interest, or any other actuarial assumptions.

2. The Company shall provide all funds required for the administration expenses of the Special Plan.

Section VII - ADMINISTRATION OF SPECIAL PLAN

The Named Plan Administrators under ERISA for the Pension Plans of CSX Corporation or of any affiliated corporation which shall adopt this Special Plan and whose officers participate in the Special Plan shall be responsible for the general administration of the Special Plan and for carrying out its provisions.

Section VIII - MODIFICATION, AMENDMENT AND TERMINATION

The Special Plan represents a contractual obligation heretofore entered into by the Company in consideration of services rendered and to be rendered by Participants covered under the Special Plan. The Company 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 Special Plan, or to terminate this Special Plan; provided, however, prior to December 1, 1991, no modification or amendment shall be made to this Special Plan unless there have been modifications or amendments to correlative provisions of the Pension Plans, and any modifications or amendments to this Special Plan shall coincide with the modifications or amendments of the Pension Plans (except nonconforming revisions to administrative provisions shall be permitted); and provided, further, that this Special Plan shall only be terminated if the Pension Plans are terminated, subject to the following limitations:

1. In the event any modification or amendment adversely affects the benefits to be received by a retired Participant and the designated surviving spouse of a retired Participant, they shall be entitled to receive for life the special retirement allowance they would have received had not the Special Plan been modified or amended, and each designated surviving spouse of a retired Participant shall become entitled to receive for life the special retirement allowance that such designated surviving spouse would have received had not the Special Plan been modified or amended.

2. In the event of the termination of this Special Plan, each retired Participant and designated surviving spouse of a retired Participant shall be entitled to receive for life the special retirement allowance they would have received had the Special Plan not been terminated, and each designated surviving spouse of a retired Participant shall become entitled to receive for life the special retirement allowance that such designated surviving spouse would have received had the Special Plan not been terminated.

3. In the event any modification or amendment adversely affects the benefit which an active Participant would have been entitled to receive if such amendment or modification had not been made, such active Participant shall, so long as he remains in the active service of the Company, only continue to accrue creditable service and benefits prospectively in accordance with the provisions of the Special Plan as so modified or amended, unless the Participant shall earlier cease to receive any additional creditable service as provided in Section V, Subsection 4, Subparagraph (e).

4. In the event this Special Plan is terminated, each active Participant, in consideration of his continued service to the Company until the date of his termination from active employment by retirement or otherwise, shall be entitled to retain his accrued additional service, or pension or benefits as granted hereunder to such Participant, in accordance with the provisions of this Special Plan in effect on the day prior to the date of termination, unless the Participant shall earlier cease to receive any additional creditable service as provided in Section V, Subsection 4, Subparagraph (e).

5. In lieu of paying special retirement allowances in accordance with the foregoing provisions, the Named Plan Administrator, at its election, may direct the discharge of all obligations to retired Participants, designated spouses of retired Participants, and active Participants by cash payments of equivalent actuarial value or through the provision of immediate or deferred annuities or other periodic payments of equivalent actuarial value, as it shall in its sole discretion determine.

Section IX - NON-ALIENATION OF BENEFITS

To the extent permitted by applicable law, no benefit under the Special Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void, except as specifically provided in the Special Plan, nor shall any benefit be in any manner liable for or subject to the debt, contracts, liabilities, engagements, or torts of the person entitled to such benefit; and in the event that the Named Plan Administrators shall find that any active or retired Participant or designated spouse or spouse under the Special 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 Special Plan, except as specifically provided in the Special Plan, then such benefits shall cease to accrue and shall be determined, and in that event, the Administrators shall hold or apply the same to or for the benefit of such active or retired Participant or spouse, in such manner as the Administrators may deem proper.

Section X - MISCELLANEOUS PROVISIONS

1. Anything in the Special Plan to the contrary notwithstanding, if the Named Plan Administrators find that any retired Participant or spouse is engaged in acts detrimental to the Company or is engaged or employed in any occupation which is in competition with the Company, and if after due notice such retired Participant or spouse continues to be so engaged or employed, the Administrators shall suspend the special retirement allowance of such person, which suspension shall continue until removed by notice from the Named Plan Administrators; provided, however, that if such suspension has continued for one year, the Named Plan Administrators shall forthwith cancel such Participant's or spouse's special retirement allowance. Furthermore, if the Named Plan Administrators find that any Participant has been discharged for having performed acts detrimental to the Company, then regardless of any other provision in the Special Plan, no benefit shall be payable to or on account of any such Participant's coverage under this Special Plan.

2. The establishment of the Special 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 the Company 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 Special Plan.

Section XI - ACCELERATION OF PAYMENTS

If the Compensation and Pension Committee determines that a Change of Control has occurred, each Participant (whether or not then receiving a special retirement allowance) shall be entitled to receive, and the Compensation and Pension Committee shall cause the Company to pay within 7 days of such determination, a lump sum payment equal to the actuarial present value of the special retirement allowance the Participant (or any beneficiary of a Participant) has accrued as of the date of such Change of Control pursuant to the terms of Section V of the Special Retirement Plan. If the Participant's benefit has not commenced as of the date of such Change of Control, 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 on Control.

(b) The Participant would qualify for an early (or normal) retirement benefit as of the date determined in (a).

(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 120% of the applicable Federal rate determined under Section 1274(d) of the Internal Revenue Code compounded semiannually the interest rates 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.

The amount of each Participant's lump sum payment shall be determined by the CSX Corporation's actuaries.

As used in this Section XI the term "Change of Control" means any of the following:

(i) The acquisition, other than from CSX Corporation, 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")] of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of common stock of CSX Corporation or the combined voting power of the then outstanding voting securities of CSX Corporation entitled to vote generally in the election of directors, but excluding for this purpose any such acquisition by CSX Corporation or any of its subsidiaries, or any employee benefit plan (or related trust) of CSX Corporation or its subsidiaries, or any corporation with

respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entitles who were the beneficial owners, respectively, of the common stock and voting securities of CSX Corporation immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of common stock of CSX Corporation or the combined voting power of the then outstanding voting securities of CSX Corporation entitled to vote generally in the election of directors, as the case may be; or

(ii) Individuals who, as of the date hereof, constitute the Board of Directors (as of the date hereof 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 CSX Corporation'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 individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Board of Directors of CSX Corporation (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(iii) Approval by the stockholders of CSX Corporation of a reorganization, merger or consolidation, in each case, with respect to which the individuals and entities who were the respective beneficial owners of the common stock and voting securities of CSX Corporation immediately prior to such reorganization, merger or consolidation, 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 reorganization, merger or consolidation, or a complete liquidation or dissolution of CSX Corporation or of its sale or other disposition of all or substantially all of the assets of CSX Corporation.

Section XII - CONSTRUCTION

The Special Plan and the rights and obligations of the parties hereunder shall be construed in accordance with the laws of Virginia.

Supplemental Retirement Benefit Plan

of CSX Corporation And Affiliated Corporations Effective January 1, 1989

Section 1 - 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 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 and Pension Committee of CSX Corporation) and whose benefits would otherwise be reduced by Sections 415 or 401(a)(17) of the Internal Revenue Code ("Code") which impose limitations on benefits and limit the amount of compensation that can be taken into account in computing 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 - DEFINITION

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 CSX Corporation 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 and Pension Committee of CSX Corporation. Such existing regularly maintained pension plans which provided benefits for employees of CSX Corporation 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."

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 CSX Corporation 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 in conformance with the provisions of the Pension Plans, the final installment payment hereunder shall be made only to the estate of the surviving spouse and shall not be otherwise paid, regardless of any different provisions for such payment which may be prescribed in the Pension Plan.

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.

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, tax

qualified retirement plan of CSX Corporation 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.

Section V - FUNDING METHOD

1. The Supplemental Benefit shall be paid exclusively from the general assets of the employers participating in the Supplemental Plan and no Participant or other person shall have any rights or claims which are superior to or different from the right or claim of a general, unsecured creditor of any participating employer.

2. The employers participating in the Supplemental Plan shall provide all funds required for the administrative expenses of the Supplemental Plan.

Section VI - ADMINISTRATION OF SPECIAL PLAN

The Plan Administrator of the CSX Pension Plan 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 and Pension Committee of CSX Corporation 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.

2. The participating employers agree in the event that the Supplemental Plan is terminated:

(a) Each retired Participant and surviving spouse of a retired Participant shall be entitled to receive for life the Supplemental Benefit they would have received had not the Supplemental Plan been terminated, and each surviving spouse of a deceased Participant shall become entitled to receive for life the Supplemental Benefit that such surviving spouse of a deceased Participant shall become entitled to receive for life the Supplemental Benefit that such surviving spouse would have received had not the Supplemental Plan been terminated; and

(b) Each active Participant shall be entitled to receive for life the Supplemental Benefit he or she would have received had not the Supplemental Plan 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, spouses 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 he Supplemental Plan to the contrary notwithstanding, if the Plan Administrator finds that any Participant, retired Participant or spouse is engaged in acts detrimental to CSX Corporation 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 Administrator shall suspend the Supplemental Benefit of such person, which suspension shall continue until removed by notice from the Administrator; provided, however, that if such suspension has continued for one year, the Administrator shall forthwith cancel such Participant's or spouse's Supplemental Benefit. Furthermore, if the Administrator finds that any Participant had been discharged for having performed acts detrimental to CSX Corporation 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. 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 he extent permitted by applicable law, no benefit under the Supplemental Plan shall be subject in any manner to anticipating, 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 or spouse 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, except as specifically provided in the Supplemental plan, then such benefits shall cease and determine, and in that event, the Administrator shall hold or apply the same to or for the benefit of such active or retired Participant or apply the same to or for the benefit of such active or retired Participant or spouse, in such manner as the 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 active or retired participant, or the spouse of an active or retired Participant, without the consent of such active or retired Participant, or spouse of an active or retired 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 Board of Directors of CSX Corporation 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.

Section X - ACCELERATION OF PAYMENTS UPON CHANGE OF CONTROL

1. If the Compensation Committee determines that a Change of Control has occurred, each Participant (whether or not then receiving a benefit) shall be entitled to receive, and the Compensation Committee shall cause the Company to pay within 7 days of such determination, a lump sum payment equal to the actuarial present value of the Supplemental Benefit the Participant (or any beneficiary of a Participant) has accrued as of the date of such Change of Control pursuant to the terms of Section IV of the Supplemental Plan. If the Participant's benefit has not commenced as of the date of such Change in Control, 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 in Control.

(b) The Participant would qualify for an early (or normal) retirement benefit as of the date determined in (a).

(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 120% of the applicable Federal rate determined under Code Section 1274(d) compounded semiannually the interest rates 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.

2. As used in this Section X the term "Change of Control" means:

(a) The acquisition, other than from the Company, 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")] of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of common stock of the company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding for this purpose, any such acquisition by the Company or any of its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the common stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or

(b) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided 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 individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(c) Approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which the individuals and entities who were the respective beneficial owners of the common stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, 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 reorganization, merger or consolidation, or a complete liquidation or dissolution of the Company or of its sale or other disposition of all or substantially all of the assets of the Company.

3. The computation of the amount of any payment or benefit under this Agreement shall be made at the time by the Company's independent actuaries.

4. If a Participant receives a lump sum distribution pursuant to the provisions of this Section X, the amount of any benefit to which the Participant become entitled under Section IV hereof shall be reduced by a benefit actuarial equivalent to the lump sum amount distributed. Such actuarial equivalence shall be determined under the same mortality and interest assumptions used to compute the lump sum amount.

Section XI - CONSTRUCTION

The Supplemental Plan and the rights and obligations of the parties hereunder shall be construed in accordance with the laws of Virginia.

Section XII - EFFECTIVE DATE

The Effective Date of this Supplemental Benefit Plan shall be January 1, 1989.