exhibit_1029.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    Exhibit 10.29

    
 

    AMENDED AND
RESTATED

    SPECIAL EMPLOYMENT
AGREEMENT

    FOR DAVID
BROWN

    


    AGREEMENT by and between CSX
Transportation, Inc., a Virginia corporation (the “Company”), and David
A. Brown (the “Executive”),
originally entered into as of May 15th 2006
and hereby restated effective as of the 1st day of January, 2010 (the
“Agreement”).

    


    WHEREAS, the Company and the Executive
had entered into a Special Employment Agreement originally dated as of May
15th,
2006 whereby the Company retained the services of Executive to serve as Vice
President – Transportation commencing May 16th,
2006 (the “Employment Date”); and

    


    WHEREAS,
effective January 1, 2010, Executive has been promoted to the position of
Executive Vice President and Chief Operating Officer; and

    


    WHEREAS, in accordance with the
Executive’s promotion, the Company and the Executive wish to restate the terms
and conditions of the Executive’s employment with the Company effective January
1, 2010.

    


    NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     

    1. Term of this
Agreement.  The Company shall employ the Executive, and the
Executive shall serve the Company, on the terms and conditions set forth in this
Agreement, for the period beginning January 1, 2010 and ending on May 15,
2011, provided
that, on such date and on each anniversary thereof, such period shall
automatically be extended for an additional one year, unless either party hereto
shall have given at least 60 days prior written notice to the other party that
such period shall not be so extended, provided, however, that such
period may be earlier terminated as provided below (as so extended or
terminated, the “Term
of this Agreement”).

     

    
      	
              2. 
      

            	
              Position and
      Duties.

            


    

     

    (a). During
the Term of Agreement, the Executive shall serve as Executive Vice President and
Chief Operating Officer of the Company (“COO”), reporting
directly to the Chief Executive Officer of the Company (“CEO”), with the
duties and responsibilities normally associated with that position.

     

    (b). During
the Term of Agreement, and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to devote full attention
and time during normal business hours to the business and affairs of the Company
and, to the extent necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive’s reasonable best efforts to perform
faithfully and efficiently such responsibilities.  During the Term of
Agreement, it shall not be a violation of this Agreement for the Executive to
(A) serve on civic or charitable boards or committees, (B) deliver lectures,
fulfill speaking engagements or teach at educational institutions, (C) manage
personal investments, so long as such activities do not, individually or in the
aggregate, interfere with the performance of the Executive’s responsibilities as
an employee of the Company in accordance with this Agreement or (D) attend and
participate in educational programs approved by the Company for the purpose of
development related to the Executive’s responsibilities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.  

            	
              Compensation.

            


    

     

    (a). Base
Salary.  During the Term of this Agreement, the Executive shall
receive an annual base salary equal to $525,000 (the “Base Salary”),
payable in accordance with the Company’s customary payroll
practices.  During the Term of this Agreement, the Base Salary shall
be reviewed for possible increase periodically.  Any increase in the
Base Salary shall not limit or reduce any other obligation of the Company under
this Agreement.  The Base Salary shall not be reduced after any such
increase, and the term “Base Salary” shall thereafter refer to the Base Salary
as so increased.

     

    (b). Annual
Bonus.  In addition to the Base Salary, the Executive shall
have the opportunity to earn, for each fiscal year that is included in the Term
of this Agreement, an annual bonus at the level set for the COO position on the
same terms and conditions established thereunder for the Executive and the other
executive officers.

     

    (c). Relocation.  In
connection with entering into this Agreement originally effective of May 15th,
2006, the Executive participated in the Company’s home relocation program on the
same basis as other senior executives.

     

    (d). Restricted
Stock.  In connection with his promotion to COO, Executive is
granted 10,522 shares of restricted stock in accordance with a Restricted Stock
Award Agreement dated December 8, 2009.  Executive was also granted
8,200 shares of restricted stock in accordance with a Restricted Stock Award
Agreement dated May 15, 2006 (both grants referred to collectively as the “Restricted
Stock”).  

     

    (e). Long Term Incentive
Program.  The Executive shall be eligible for the Company’s
long term incentive program which currently includes performance grants and
restricted stock units at the level set for the COO
position.  Further, consistent with Executive’s promotion to COO, the
Executive is entitled to a pro rata adjustment on any performance grants
outstanding at the time of such promotion.  The pro rata adjustment
shall be made in accordance with the applicable CSX Long Term Incentive
Plan.

     

    (f). Other
Benefits.  During the Term of Agreement: (i) the Executive
shall be entitled to participate in all incentive, savings and retirement plans,
practices, policies and programs of the Company to the same extent as the other
executive officers; (ii) the Executive and the Executive’s family, as the case
may be, shall be eligible for participation in, and shall receive all benefits
under, all welfare benefit plans, practices, policies and programs provided by
the Company (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life insurance, group life insurance,
accidental death and travel accident insurance plans and programs) to the same
extent as the other executive officers; and (iii) the Executive shall be
entitled to perquisite programs and fringe benefits to the same extent and on
the same basis as the other executive officers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Termination of
Employment:

     

    (a). Death or
Disability.  The Executive’s employment hereunder and the Term
of this Agreement shall terminate automatically upon the Executive’s death
during the Term of this Agreement.  If the Company determines in good
faith that the Disability of the Executive has occurred during the Term of
Agreement (pursuant to the definition of Disability set forth below), it may
give to the Executive written notice in accordance with Section 12(b) of this
Agreement of its intention to terminate the Executive’s
employment.  In such event, the Executive’s employment with the
Company and the Term of this Agreement shall terminate effective on the 30th day
after receipt of such notice by the Executive (the “Disability Effective
Date”), unless the Executive shall have returned to full-time performance
of the Executive’s duties prior to such 30th
day.  For purposes of this Agreement “Disability” shall
mean the Executive’s becoming disabled within the meaning of the long-term
disability plan of the Company covering the Executive.

     

    (b). By the
Company.  The Company may terminate the Executive’s employment
hereunder and the Term of this Agreement for Cause or without
Cause.  For purposes of this Agreement, “Cause” means: (i) the
willful and continued failure of the Executive to perform substantially the
Executive’s duties as an employee of the Company (other than as a result of
physical or mental illness or injury) after a written demand for substantial
performance has been delivered to the Executive by the Company; (ii) the
Executive’s willful engagement in illegal conduct or gross misconduct which is
materially and demonstrably injurious to the Company, provided that for
purposes of this provision, no act or failure to act shall be considered
“willful” unless it is done or omitted to be done by the Executive in bad faith
or without reasonable belief that the Executive’s action or omission was in the
best interests of the Company; or (iii) the determination by the Board of
Directors of the Company that the Executive has violated the Company Code of
Ethics or the Executive’s obligations under Section 9, after the Executive has
had the opportunity to present any documents or other evidence that the
Executive deems necessary at a hearing at which the Executive and the
Executive’s counsel may be present.

     

    (c). Good
Reason.  The Executive may terminate his employment hereunder
and the Term of this Agreement for Good Reason or without Good
Reason.  For purpose of this Agreement, termination for “Good Reason” means
termination by the Executive no more than 60 days after, and as a result
of:

     

    (i). a
material diminution of the Executive’s duties or responsibilities as COO,
including the Executive’s ceasing to report to the CEO, but excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company promptly after receipt of written notice
thereof given by the Executive; or

     

    (ii). the
failure by the Company to comply with the provisions of this Agreement with
respect to the amount of the Executive’s Base Salary, or incentive compensation
under the Company’s incentive programs applicable to other executive officers of
the Company, unless such failure is remedied by the Company promptly after
receipt of written notice thereof given by the Executive or such failure arises
in connection with a comparable reduction in the compensation of the other
executive officers.

     

    (d). Notice of
Termination.  Any termination of the Executive’s employment by
the Company or by the Executive shall be communicated by Notice of Termination
to the other party hereto given in accordance with Section 12(b) of this
Agreement.  For purposes of this Agreement, a “Notice of
Termination” means a written notice that: (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive’s employment under the
provision so indicated, and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than thirty days after the giving of such
notice).  The failure by the Executive or the Company to set forth in
the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive or
the Company, respectively, hereunder or preclude the Executive or the Company,
respectively, from asserting such fact or circumstance in enforcing the
Executive’s or the Company’s rights hereunder.

     

    (e). Date of
Termination.  For purposes of this Agreement, the “Date of Termination”
means: (i) if the Executive’s employment is terminated by the Company for Cause,
or by the Executive for Good Reason, the date on which the Notice of Termination
is given or any later date specified therein, as the case may be; (ii) if the
Executive’s employment is terminated by the Company other than for Cause or
Disability or by the Executive without Good Reason, the Date of Termination
shall be the date on which the Notice of Termination is given; (iii) if the
Executive’s employment is terminated by reason of the Executive’s death or
Disability, the Date of Termination shall be the date of death or the Disability
Effective Date, as the case may be.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              5.  

            	
              Obligations of the
      Company upon Termination.

            


    

     

    (a). Other Than for Cause, Death
or Disability; Good Reason.  Subject to Section 6, if, during
the Term of this Agreement, the Company terminates the Executive’s employment,
other than for Cause or Disability or the Executive terminates employment for
Good Reason, the Company shall pay the Executive the Accrued Obligations (as
defined below) and the amounts described in Sections 5(a)(i)-(ii), as
applicable.  The payments provided pursuant to this Section 5(a) are
intended as liquidated damages for a termination of the Executive’s employment
by the Company and of the Term of this Agreement other than for Cause or
Disability or for the actions of the Company leading to a termination of the
Executive’s employment by the Executive for Good Reason, and shall be the sole
and exclusive remedy therefore, and shall be paid only upon receipt by the
Company from the Executive of an executed release and waiver, satisfactory in
form and in substance to the Company, of all claims of the Executive against the
Company (the ”Release”), provided, however,
that the Release shall be consistent with the Company’s general practices and
shall contain no language that directly or  indirectly limits or
reduces the Executive’s entitlement to indemnity or insurance with respect to
his actions as an employee or officer of the Company or its
affiliates.

     

    (i). Severance.  If
a termination described in Section 5(a) occurs within two (2) years of the
Employment Date, the Company shall pay the Executive a lump sum cash severance
payment within thirty (30) days after the date that the Release becomes
effective and irrevocable (the “Release Effective
Date”), equal to two times the sum of (1) the Executive’s Base Salary on
the Date of Termination and (2) the higher of (A) the highest actual annual
bonus paid to the Executive in the three years prior to such termination and (B)
the Executive’s target Annual Bonus.  If a termination described in
Section 5(a) occurs after the date of the two (2) years after the Employment
Date, the Company shall pay the Executive a lump sum cash severance payment,
within thirty (30) days after the Release Effective Date, equal to two times the
Executive’s Base Salary on the Date of Termination.  At the time of
any termination described in Section 5(a), to the extent any of the Restricted
Stock has not vested, such shares will vest immediately on the Release Effective
Date.

     

    (ii). Pension
Credit.  The Company acknowledges that the Executive has
significant credited service under the pension plan of the Norfolk Southern
Corporation (the ”Prior
Employer”).  To offset the lost benefits of such credited
service in connection with Executive’s leaving the employ of the Prior Employer
and commencing employment with the Company, the Company will provide the
Executive with credit under its pension plan under its traditional formula for
Executive’s credited service with the Prior Employer, as described
herein.  In the event of a termination by the Company other than for
Cause, the Executive shall receive a nonqualified pension benefit under the
Special Retirement Plan of the Company (the “Special Retirement
Plan”) to be calculated as follows:

     

    1. Credited
service for purposes of eligibility and benefit accrual (but not for purposes of
determining average compensation) shall include all months of service with the
Prior Employer and the Company.  The Executive shall obtain written
confirmation of the Executive’s months of service with the Prior Employer as
soon as reasonably practicable after the Employment Date.

     

    2. The
Special Retirement Plan benefit shall be calculated pursuant to Article IV of
the Company Pension Plan.  The Executive may defer commencement of the
Executive’s benefit payments until the Executive attains age 60, at which time,
in accordance with the terms of the Special Retirement Plan, there shall be no
reduction for early commencement.

     

    3. For
purposes of determining the accrued benefit under the Special Retirement Plan,
“compensation” shall be determined in accordance with Section 1.15 of the
Company Pension Plan and “average compensation” shall be determined in
accordance with Section 1.10 of the Company Pension Plan.

     

    4. The
Executive’s monthly benefit under the Special Retirement Plan shall be reduced
by (A) the amount of monthly pension benefit (both qualified and nonqualified)
that the Executive receives from the Prior Employer determined as an actuarial
equivalent based on the payment form and commencement date as the benefit
received under the Special Retirement Plan; (B) the benefit payable from the
Company pension plan (both qualified and nonqualified under the cash balance
formula), determined as an actuarial equivalent based on the payment form and
commencement date as the benefit received under the Special Retirement Plan
(traditional formula),  and (C) a portion of any monthly benefits the
Executive receives under the Federal Railroad Retirement Act or the Social
Security Act when the Executive becomes eligible for them in accordance with the
provisions of Article IV of the Company Pension Plan.

     

    5. The
Executive represents that the Executive shall elect to commence the Executive’s
pension benefits (both qualified and nonqualified) from the Prior Employer’s
plans either prior to or at the same time that the Executive elects to commence
such benefits under the Company’s plans.

     

    (iii). Accrued
Obligations.  For purposes of this Agreement, “Accrued Obligations”
means any Base Salary and any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereof), in each case, that
have not been paid to the Executive as of the Date of Termination.

     

    (b). Death or
Disability.  If the Executive’s employment is terminated by
reason of the Executive’s death of Disability during the Term of this Agreement,
the Company shall pay the Accrued Obligations to the Executive or the Executive
or the Executive’s estate or legal representative, as applicable, in a lump sum
in cash within 30 days after the Date of Termination, and the Company shall have
no further obligations under this Agreement.

     

    (c). Cause; Other than for Good
Reason.  If the Executive’s employment is terminated by the
Company for Cause during the Term of this Agreement, the Company shall pay the
Executive the Accrued Obligations, and the Company shall have no further
obligations under this Agreement.  If the Executive voluntarily
terminates employment during the Term of this Agreement, other than for Good
Reason, the Company shall pay the Executive the Accrued Obligations, and the
Company shall have no further obligations under this Agreement.

     

    (d). Section
409A.  The Company and the Executive agree that the provisions
of this Agreement (including, without limitation, Section 5) are intended to
comply with Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), and
any regulations, rules or other authorities promulgated thereunder, and that all
provisions of this Agreement shall be construed, interpreted and applied in a
manner consistent with Section 409A of the Code and any such
authorities.  To the extent the Company shall determine it necessary
to avoid imposition of any additional tax or interest penalties under Section
409A of the Code, notwithstanding the timing of payment provided in this
Agreement, the timing of any payment, distribution or benefit provided pursuant
to this Agreement shall be subject to a six-month delay in a manner consistent
with Section 409A(a)(2)(B)(i) of the Code.  Notwithstanding anything
in this Agreement to the contrary, the Executive shall not be entitled to
receive, and the Company shall not be obligated to pay, any gross-up or
additional payment or compensation in the event that the Executive is subject to
any additional tax or interest penalties under Section 409A of the Code or in
respect of any other tax liability or penalty for which, in each case the
Executive shall have sole responsibility.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6. Effect of Change of
Control.  If the effective date as defined in the Executive’s
separate change in control agreement dated May 15, 2006 (“Change in Control
Agreement”) occurs during the Term of this Agreement, then notwithstanding any
other provision of this Agreement (i) the Change of Control agreement shall
supersede this Agreement for the duration of the employment period (as defined
in the Change of Control Agreement) and (ii) if the Term of this Agreement ends
after the end of such employment period, and the Executive remains employed by
the Company immediately following the end of such employment period, this
Agreement shall be reinstated as of the end of such employment period and shall
govern the Executive’s employment for the remainder of the Term of this
Agreement.

     

    7. Non-exclusivity of
Rights.  Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any plan, program, policy or
practice provided by the Company or any other company controlled by,
controlling, or under common control with, the Company (such other companies,
collectively, the “Affiliated
Companies”) for which the Executive may qualify, nor, subject to Section
12(f), shall anything herein limit or otherwise affect such rights as the
Executive may have under any contract or agreement with the Company or any
Affiliated Company.  Amounts that are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of, or any contract or agreement with, the Company or any of its
Affiliated Companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy practice or program or contract or
agreement except as explicitly modified by this
Agreement.  Norwithstanding the foregoing, if the Executive receives
payments and benefits pursuant to Section 5(a) of this Agreement, the Executive
shall not be entitled to any severance pay or benefits under any severance plan,
program and policy of the Company and the Affiliated Companies (other than the
Change in Control Agreement), unless otherwise specifically provided therein in
a specific reference to this Agreement.

     

    8. Full
Settlement.  The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others.  In no event shall the Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and such amounts shall not be reduced whether or not the Executive obtains other
employment.

     

    
      	
              9.  

            	
              Confidential
      Information, No-Raid, Noncompetition,
  Inventions.

            


    

     

    (a). The
Executive shall hold in a fiduciary capacity, for the benefit of the Company and
the Affiliated Companies, all secret or confidential information, knowledge or
data relating to the Company or any Affiliated Company and their respective
businesses (including, without limitation, any proprietary and not publicly
available information concerning any processes, methods, trade secrets,
research, secret data, costs or names of users or purchases of their respective
products or services, business methods, operating procedures or programs or
methods of promotion and sale) that the Executive obtains during the Executive’s
employment by the Company or any Affiliated Company and that is not public
knowledge (other than as a result of the Executive’s violation of this Section
9(a)) (“Confidential
Information”).  For purposes of this Section 9(a), information
shall not be deemed to be publicly available merely because it is embraced by
general disclosures or because individual features or combinations thereof are
publicly available.  The Executive shall not communicate, divulge or
disseminate Confidential Information at any time during or after the Executive’s
employment with the Company or any Affiliated Company, except with the prior
written consent of the Company, or such Affiliated Company, as applicable, or as
otherwise required by law or legal process.  All records, files,
memoranda, reports, customer lists, drawings, plans, documents and the like that
the Executive uses, prepares or comes into contact with during the course of the
Executive’s employment shall remain the sole property of the Company and/or one
or more Affiliated Company, as applicable, and shall be turned over to the
Company or such Affiliated Company, as applicable, upon termination of the
Executive’s employment.  The Executive also agrees that until the
second anniversary of the Date of Termination, he shall advise any prospective
employer or client that meets any of the following criteria of the
confidentiality restrictions set forth in this Agreement and state in writing to
such prospective employer or client that this employment or provision of
services shall not violate these provisions, and shall deliver a copy of such
statement to the Company.

     

    (b). The
Executive agrees that he shall not, at any time during the Noncompetition Period
(as defined in Section 9(c) below), without the prior written consent of the
Company’s CEO, directly or indirectly (whichever as an employee, officer, agent,
consultant or independent contractor or otherwise), hire, employ, solicit the
employment of or cause to be hired, employed or solicited any person who is or
was at any time during the previous twelve (12) months an employee,
representative, officer or director of the Company or any Affiliated Company;
provided,
however, that a public advertisement not specifically targeted at the
employees of the Company or any Affiliated Company shall not be deemed to be a
solicitation for purposes of this provision.

     

    (c). During
the Noncompetition Period, the Executive shall not, without the prior written
consent of the CEO, engage in or become associated with a Competitive
Activity.  For purposes of this Agreement: (i) the “Noncompetition
Period” means the period beginning on the date of this Agreement and
ending on the second anniversary of the Date of Termination; (ii) a “Competitive Activity”
means any business or other endeavor of a Class I railroad operating in North
America that is the same or similar to any business or other endeavor in which
the Company or any Affiliated Company is engaged as of the Date of Termination,
and which is conducted in any county of any state of the United States or a
comparable jurisdiction in Canada or any other country in which the Company or
any Affiliated Company conducts or proposes to conduct business as of the Date
of Termination; and (iii) the Executive shall be considered to have become
“associated with a Competitive Activity” if the Executive becomes directly or
indirectly involved as an owner, investor, principal, employee, officer,
director, independent contractor, consultant, representative, stockholder,
financial backer, agent, partner, advisor, lender, or in any other individual or
representative capacity with any individual, partnership, corporation or other
organization that is engaged in a Competitive
Activity.  Notwithstanding the foregoing, the Executive may make and
retain investments during the Term of this Agreement in less than 0.5% of the
equity of any entity engaged in a Competitive Activity, if such equity is listed
on a national securities exchange or regularly traded in an over-the-counter
market.

     

    (d). All
plans, discoveries and improvements, whether patentable or unpatentable, made or
devised by the Executive, whether alone or jointly with others, from the date of
this Agreement and continuing until the end of the Term of this Agreement and
any subsequent period when the Executive is employed by the Company or any
Affiliated Company, relating or pertaining in any way to the Executive’s
employment with, or the business of, the Company or any Affiliated Company, are
hereby transferred to and shall redound to the benefit of the Company, and shall
become and remain its sole and exclusive property.  The Executive
agrees to execute any assignments to the Company or its nominee of the
Executive’s entire right, title and interest in and to any such discoveries and
improvements and to execute any other instruments and documents requisite or
desirable in applying for and obtaining patents or copyrights, at the expense of
the Company, with respect thereto in the United States and in all foreign
countries, that may be required by the Company.  The Executive further
agrees, during and after the Term of Agreement, to cooperate to the extent and
in the manner required by the Company in the prosecution or defense of any
patent or copyright claims or any litigation or other proceeding involving any
trade secrets, processes, discoveries or improvements covered by this Agreement,
but all necessary expenses thereof shall be paid by the Company.

     

    (e). The
Executive acknowledges and agrees that: (i) the purpose of the foregoing
covenants, including, without limitation, the noncompetition covenant of Section
9(c), is to protect the goodwill, trade secrets and other Confidential
Information of the Company, (ii) because of the nature of the business in which
the Company and the Affiliated Companies are engaged and because of the nature
of the Confidential Information to which the Executive has access, it would be
impractical and excessively difficult to determine the actual damages of the
Company and any Affiliated Company in the event the Executive breached any of
the covenants of this Section 9; and (iii) remedies at law (such as monetary
damages) for any breach of the Executive’s obligations under this Section 9
might be inadequate.  The Executive therefore agrees and consents that
if he commits any breach of a covenant under this Section 9 or threatens to
commit any such breach, the Company shall have the right (in addition to, and
not in lieu of, any other right or remedy that may be available to it) to
temporary and permanent injunctive relief from a court of competent
jurisdiction, without posting any bond or other security and without the
necessity of proof of actual damage.  With respect to any provision of
this Section 9 finally determined by a court of competent jurisdiction to be
unenforceable , the Executive and the Company hereby agree that such court shall
have jurisdiction to reform this Agreement or any provision hereof so that it is
enforceable to the maximum extent permitted by law, and the parties agree to
abide by such court’s determination.  If any of the covenants of this
Section 9 are determined to be wholly or partially unenforceable in any
jurisdiction, such determination shall not be a bar to or in any way diminish
the Company’s right to enforce any such covenant in any other
jurisdiction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              10.  

            	
              Executive
      Representations; Certain
Expenses.

            


    

     

    (a). The
Executive represents and warrants to the Company that (i) the Executive has the
full right, authority and capacity to enter into this Agreement and perform his
obligations hereunder, (ii) the Executive is not bound by any agreement that
conflicts with or prevents or restricts the full performance of his duties and
obligations to the Company under this Agreement during or after the Term of
Agreement, (iii) the execution and delivery of this Agreement shall not result
in any breach or violation of, or a default under, any existing obligation,
commitment or agreement to which the Executive is subject and (iv) the Executive
has provided true and correct copies of any written agreements and disclosed to
the Company any other agreements with any former employer, including the Prior
Employer, under which the Executive is subject to continuing
obligations.

     

    (b). The
Company shall assist the Executive in the selection of counsel and pay in
advance all the Executive’s expenses (including counsel fees, expert witness
fees, costs of investigation, litigation and appeal and the like), incurred in
defending any civil action by the Prior Employer against the Executive or the
Company or any Affiliated Company which claims a breach of the Executive’s
agreement dated May 12, 2006 with Prior Employer or otherwise attempts to
restrict or prohibit the Executive from providing services to the Company; provided, however,
that if the Executive is adjudicated by a court of competent jurisdiction after
exhaustion of all of the Executive’s appeal rights, to have deliberately and
materially breached such agreement, the Executive shall repay the Company such
expenses.

     

    
      	
              11.  

            	
              Successors

            


    

     

    (a). This
Agreement is personal to the Executive and without the prior written consent of
the Company shall not be assignable by the Executive otherwise then by will or
the laws of descent and distribution.  This Agreement shall inure to
the benefit of and be enforceable by the Executive’s legal
representatives.

     

    (b). This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.

     

    (c). The
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of this business
or assets of the Company to assume expressly and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.  As used in the
Agreement, “Company” shall mean the Company as hereinbefore defined and any
successor to its business or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

     

    
      	
              12.  

            	
              Miscellaneous.

            


    

     

    (a). This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, without reference to principles of conflict of
laws.  The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.  The Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal
representatives.

     

    (b). All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

     

        If to the
Executive:

     

        David A.
Brown

        Executive
Vice President

        Chief
Operations Officer

        CSX
Transportation, Inc.

        500 Water
Street

        Jacksonville,
Florida 32202

     

       If to the Company:

     

        CSX
Transportation, Inc.

        500 Water
Street

        Jacksonville,
Florida 32202

        Attention:
Corporate Secretary

     

    or to
such other address as either party shall have furnished to the other in writing
in accordance herewith.  Notice and communications shall be effective
when actually received by the addresses.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c). The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.
If any provision of this Agreement shall be held invalid or unenforceable in
part, the remaining portion of such provision, together with all other
provisions of this Agreement, shall remain valid and enforceable and continue in
full force and effect to the fullest extent consistent with law.

     

    (d). The
Company may deduct or withhold from any amounts payable under this Agreement
such Federal, state, local or foreign taxes as shall be required to be deducted
or withheld pursuant to any applicable law or regulation.

     

    (e). The
Executive’s or the Company’s failure to insist upon strict compliance with any
provision of this Agreement or the failure to assert any right the Executive or
the Company may have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to Section 4(c) of
this Agreement, shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Agreement.

     

    (f). The
Executive and the Company acknowledge that this Agreement supersedes any other
agreement between them concerning the subject matter hereof, other than the
Change in Control Agreement.  This Agreement shall have no effect on
any agreements between the Executive and the Company or any of its Affiliates
not concerning the subject matter hereof, and any such agreement is ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with its terms.

     

    (g). This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, and said counterparts shall constitute but one and the same
instrument.

     

        IN WITNESS
WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to
due authorization, the Company has caused this Agreement to be executed in its
name on its behalf, all as of the day and year first above written.

     

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ DAVID
      A. BROWN	 
	 	 	David
      A. Brown	 
	 	 	 	 
	 	 	 	 


      

    

     

     

    
      
        	 	 	 
	 	 	 CSX TRANSPORTATION,
      INC.	 
	
                 

              	
                By:
      

              	/s/ LISA 
      MANCINI	 
	 	 	 Lisa 
      Mancini