<PAGE>

                                                                    EXHIBIT 4.14


                  FORM OF AMENDED AND RESTATED TRUST AGREEMENT

                             OF CSX CAPITAL TRUST I

                                  By and Among

                                CSX CORPORATION
                                  as Sponsor,

                            THE CHASE MANHATTAN BANK
                              as Property Trustee,

                Chase Manhattan Bank USA, National Association,
                              as Delaware Trustee,

                                      and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                              Dated as of ________

<PAGE>

                             CROSS REFERENCE TABLE*

 SECTION OF TRUST
 INDENTURE ACT OF                                          SECTION OF
 1939, AS AMENDED                                          AGREEMENT
 ----------------                                          ---------

      310(A)..........................................  6.3
      310(B)..........................................  6.3(c); 6.3(d)
      310(C)..........................................  INAPPLICABLE
      311(A)..........................................  2.2(b)
      311(B)..........................................  2.2(b)
      311(C)..........................................  INAPPLICABLE
      312(A)..........................................  2.2(a)
      312(B)..........................................  2.2(b)
      312(C)..........................................  INAPPLICABLE
      313(A)..........................................  2.3
      313(B)..........................................  2.3
      313(C)..........................................  2.3
      313(D)..........................................  2.3
      314(A)..........................................  2.4
      314(B)..........................................  INAPPLICABLE
      314(C)..........................................  2.5
      314(D)..........................................  INAPPLICABLE
      314(E)..........................................  2.5
      314(F)..........................................  INAPPLICABLE
      315(A)..........................................  3.9(b); 3.10(a)
      315(B)..........................................  2.7(a)
      315(C)..........................................  3.9(a)
      315(D)..........................................  3.9(b)
      316(A)..........................................  2.6; 7.5(b); 7.6(c)
      316(B)..........................................  INAPPLICABLE
      316(C)..........................................  INAPPLICABLE
      317(A)..........................................  3.16
      317(B)..........................................  INAPPLICABLE
      318(A)..........................................  2.1(c)
_________

     * THIS CROSS-REFERENCE TABLE DOES NOT CONSTITUTE PART OF THE AGREEMENT AND
SHALL NOT HAVE ANY BEARING UPON THE INTERPRETATION OF ANY OF ITS TERMS OR
PROVISIONS.

                                       i
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<C>            <S>                                                                      <C>
ARTICLE 1 INTERPRETATION AND DEFINITIONS................................................   1
 Section 1.1   Interpretation and Definitions...........................................   1
ARTICLE 2 TRUST INDENTURE ACT...........................................................   9
 Section 2.1   Trust Indenture Act; Application.........................................   9
 Section 2.2   Lists of Holders of Securities...........................................   9
 Section 2.3   Reports by the Property Trustee..........................................  10
 Section 2.4   Periodic Reports to the Property Trustee.................................  10
 Section 2.5   Evidence of Compliance with Conditions Precedent.........................  10
 Section 2.6   Trust Enforcement Events; Waiver.........................................  10
 Section 2.7   Trust Enforcement Event; Notice..........................................  12
ARTICLE 3 ORGANIZATION..................................................................  13
 Section 3.1   Name and Organization....................................................  13
 Section 3.2   Office...................................................................  13
 Section 3.3   Purpose..................................................................  13
 Section 3.4   Authority................................................................  13
 Section 3.5   Title to Property of the Trust...........................................  14
 Section 3.6   Powers and Duties of the Administrative Trustees.........................  14
 Section 3.7   Prohibition of Actions by the Trust and the Trustees.....................  16
 Section 3.8   Powers and Duties of the Property Trustee................................  17
 Section 3.9   Certain Duties and Responsibilities of the Property Trustee..............  19
 Section 3.10  Certain Rights of Property Trustee.......................................  21
 Section 3.11  Delaware Trustee.........................................................  23
 Section 3.12  Execution of Documents...................................................  24
 Section 3.13  Not Responsible for Recitals or Issuance of Securities...................  24
 Section 3.14  Duration of Trust........................................................  24
 Section 3.15  Mergers..................................................................  24
 Section 3.16  Property Trustee May File Proofs of Claim................................  26
ARTICLE 4 SPONSOR.......................................................................  27
 Section 4.1   Responsibilities of the Sponsor..........................................  27
 Section 4.2   Fees and Expenses of the Trustees........................................  28
ARTICLE 5 TRUST COMMON SECURITIES HOLDER................................................  28
 Section 5.1   Debenture Issuer's Purchase of Common Securities.........................  28
 Section 5.2   Covenants of the Common Securities Holder................................  28
ARTICLE 6 TRUSTEES......................................................................  29
 Section 6.1   Number of Trustees.......................................................  29
 Section 6.2   Delaware Trustee; Eligibility............................................  29
 Section 6.3   Property Trustee; Eligibility............................................  29
 Section 6.4   Qualifications of Administrative Trustees and Delaware Trustee Generally.  30
 Section 6.5   Initial Administrative Trustees..........................................  30
 Section 6.6   Appointment, Removal and Resignation of Trustees.........................  30
 Section 6.7   Vacancies among Trustees.................................................  32
 Section 6.8   Effect of Vacancies......................................................  32
 Section 6.9   Meetings.................................................................  33
 Section 6.10  Delegation of Power......................................................  33
</TABLE>
                                      ii
<PAGE>

<TABLE>
<C>             <S>                                                                      <C>
 Section 6.11  Merger, Conversion, Consolidation or Succession to Business...............  33
ARTICLE 7 TERMS OF SECURITIES............................................................  34
 Section 7.1   General Provisions Regarding Securities...................................  34
 Section 7.2   Distributions.............................................................  36
 Section 7.3   Redemption of Securities..................................................  38
 Section 7.4   Redemption Procedures.....................................................  38
 Section 7.5   Voting Rights of Trust Preferred Securities...............................  40
 Section 7.6   Voting Rights of Common Securities........................................  42
 Section 7.7   Paying Agent..............................................................  43
 Section 7.8   [INTENTIONALLY OMITTED]...................................................  43
 Section 7.9   Transfer of Securities....................................................  44
 Section 7.10  Mutilated, Destroyed, Lost or Stolen Certificates.........................  45
 Section 7.11  Deemed Security Holders...................................................  45
 Section 7.12  Global Securities.........................................................  45
 Section 7.13  [INTENTIONALLY OMITTED]...................................................  47
 Section 7.14  Cancellation..............................................................  47
ARTICLE 8 DISSOLUTION AND TERMINATION OF TRUST...........................................  48
 Section 8.1   Dissolution and Termination of Trust......................................  48
 Section 8.2   Liquidation Distribution Upon Dissolution of the Trust....................  49
ARTICLE 9 LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS..  49
 Section 9.1   Liability.................................................................  49
 Section 9.2   Exculpation...............................................................  50
 Section 9.3   Fiduciary Duty............................................................  50
 Section 9.4   Indemnification...........................................................  51
 Section 9.5   Outside Businesses........................................................  53
ARTICLE 10 ACCOUNTING....................................................................  54
 Section 10.1  Fiscal Year...............................................................  54
 Section 10.2  Certain Accounting Matters................................................  54
 Section 10.3  Banking...................................................................  55
 Section 10.4  Withholding...............................................................  55
ARTICLE 11 AMENDMENTS AND MEETINGS.......................................................  55
 Section 11.1  Amendments................................................................  55
 Section 11.2  Meetings of the Holders of Securities; Action by Written Consent..........  57
ARTICLE 12 REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE......................  59
 Section 12.1  Representations and Warranties of the Property Trustee....................  59
 Section 12.2  Representations and Warranties of the Delaware Trustee....................  59
ARTICLE 13 MISCELLANEOUS.................................................................  60
 Section 13.1  Notices...................................................................  60
 Section 13.2  Governing Law.............................................................  61
 Section 13.3  Intention of the Parties..................................................  61
 Section 13.4  Headings..................................................................  61
 Section 13.5  Successors and Assigns....................................................  61
 Section 13.6  Partial Enforceability....................................................  61
 Section 13.7  Counterparts..............................................................  61
</TABLE>
                                     iii

<PAGE>

EXHIBITS
--------

EXHIBIT A   FORM OF TRUST PREFERRED SECURITY CERTIFICATE
EXHIBIT B   FORM OF COMMON SECURITY CERTIFICATE


                                      iv
<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

     This AMENDED AND RESTATED TRUST AGREEMENT OF CSX CAPITAL TRUST I (the
"Trust Agreement"), dated as of ________, is entered into by and among (i) CSX
Corporation, a Virginia corporation, as sponsor (the "Sponsor"), (ii)(a) The
Chase Manhattan Bank, a New York banking corporation, as initial Property
Trustee, (b) Chase Manhattan Bank USA, National Association, as initial Delaware
Trustee, and (c) __________, an individual, and _________, an individual, each
of whose address is One James Center, 901 East Cary, Richmond Virginia 23219
(each an "Administrative Trustee" and, collectively, the "Administrative
Trustees" and, together with the Property Trustee and the Delaware Trustee, the
"Trustees", all not in their individual capacities, but solely as Trustees) and
(iii) the several Holders as hereinafter defined.


                                    RECITALS

     WHEREAS, the Delaware Trustee and the Sponsor established CSX Capital Trust
I (the "Trust"), a business trust under the Business Trust Act (as defined,
together with other capitalized terms, herein) pursuant to a Trust Agreement
dated as of May 1, 2001, (the "Original Trust Agreement") and a Certificate of
Trust (the "Certificate of Trust") filed with the Secretary of State of the
State of Delaware on May 1, 2001;

     WHEREAS, the sole purpose of the Trust shall be to issue and sell certain
securities representing undivided beneficial ownership interests in the assets
of the Trust, to invest the proceeds from such sales in the Debentures issued by
the Debenture Issuer and to engage in only those activities necessary or
incidental thereto; and

     WHEREAS, the parties hereto, by this Trust Agreement, amend and restate
each and every term and provision of the Original Trust Agreement;

     NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a business trust under the Business Trust Act and that this Trust
Agreement constitute the governing instrument of such business trust, the
Trustees hereby declare that all assets contributed to the Trust be held in
trust for the benefit of the Holders, from time to time, of the Securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Trust Agreement.


                                   ARTICLE 1
                         INTERPRETATION AND DEFINITIONS

     Section 1.1  Interpretation and Definitions.  Unless the context otherwise
                  ------------------------------
requires:

     (a)  capitalized terms used in this Trust Agreement but not defined in the
preamble above have the meanings assigned to them in this Section 1.1;

                                       1
<PAGE>

     (b)  a term defined anywhere in this Trust Agreement has the same meaning
throughout;

     (c) all references to "the Trust Agreement" or "this Trust Agreement" are
to this Trust Agreement as modified, supplemented or amended from time to time;

     (d) all references in this Trust Agreement to Articles, Sections, Recitals
and Exhibits are to Articles and Sections of, or Recitals and Exhibits to, this
Trust Agreement unless otherwise specified;

     (e) unless otherwise defined in this Trust Agreement, a term defined in the
Trust Indenture Act has the same meaning when used in this Trust Agreement; and

     (f) a reference to the singular includes the plural and vice versa and a
reference to any masculine form of a term shall include the feminine form of a
term, as applicable.

     (g) the following terms have the following meanings:

     "Additional Tax Sums" has the meaning specified in Section 1006 of the
Indenture.

     "Administrative Trustee" means any Trustee other than the Property Trustee
and the Delaware Trustee.

     "Affiliate" of any specified Person shall mean any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person shall mean the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" shall have meanings correlative to
the foregoing.

     "Authorized Officer" of a Person means any Person who is authorized to bind
such Person.

     "Bankruptcy Event" means, with respect to any Person:

          (a) the entry of a decree or order by a court having jurisdiction in
     the premises judging such Person a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjudication
     or composition of or in respect of such Person under any applicable Federal
     or State bankruptcy, insolvency, reorganization or other similar law, or
     appointing a receiver, liquidator, assignee, trustee, sequestrator (or
     other similar official) of such Person or of any substantial part of its
     property or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order unstayed and in effect for a period
     of 60 consecutive days; or

          (b) the institution by such Person of proceedings to be adjudicated
     bankrupt or insolvent, or the consent by it to the institution of
     bankruptcy or insolvency proceedings against it, or the filing by it of a
     petition or answer or consent seeking reorganization or

                                       2
<PAGE>

     relief under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law, or the consent by it to the filing of
     any such petition or to the appointment of a receiver, liquidator,
     assignee, trustee, sequestrator (or other similar official) of such Person
     or of any substantial part of its property, or the making by it of an
     assignment for the benefit of creditors, or the admission by it in writing
     of its inability to pay its debts generally as they become due and its
     willingness to be adjudicated a bankrupt, or the taking of corporate action
     by such Person in furtherance of any such action.

     "Beneficial Owners" means, for Trust Preferred Securities represented by a
Global Security, the Person who acquires an interest in the Trust Preferred
Securities which is reflected on the records of the Depositary through the
Depositary Participants.

     "Business Day" means any day, other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the Borough of Manhattan, The City of New
York, or Richmond, Virginia are authorized or required by law, regulation or
executive order to close, or (iii) a day on which the Corporate Trust Office or
the Indenture Trustee's principal corporate office is closed for business.

     "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Section 3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "Certificate" means a Common Security Certificate or a Trust Preferred
Security Certificate.

     "Certificate of Trust" has the meaning specified in the Recitals hereto.

     "Closing Date" means the date or dates on which the Trust Preferred
Securities are issued and sold.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation. A reference to a specific section of the
Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Trust
Agreement, as such specific section or corresponding provision is in effect on
the date of application of the provisions of this Trust Agreement containing
such reference.

     "Commission" means the Securities and Exchange Commission or any successor
thereto.

     "Common Security" has the meaning specified in Section 7.1.

     "Common Security Certificate" means a definitive certificate in fully
registered form representing one or more Common Securities, substantially in the
form of Exhibit B hereto.

     "Common Securities Holder" means CSX Corporation, in its capacity as
purchaser and holder of all of the Common Securities issued by the Trust.

                                       3
<PAGE>

     "Corporate Trust Office" means the office of the Property Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Trust Agreement is
located at 450 West 33rd Street, 15th Floor, New York, NY 10001, Attention:
Institutional Trust Services.

     "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder.

     "Debentures" shall mean the __% Subordinated Debentures due ________ to be
issued, from time to time, by the Debenture Issuer under the Indenture.

     "Debenture Issuer" shall mean CSX Corporation, a Virginia corporation, in
its capacity as issuer of the Debentures under the Indenture.

     "Debenture Issuer Indemnified Person" shall mean (A) any Administrative
Trustee, (B) any Affiliate of any Administrative Trustee, (C) any officers,
directors, shareholders, members, partners, employees, representatives or agents
of any Administrative Trustee or any Affiliate thereof or (D) any officer,
employee or agent of the Trust or its Affiliates.

     "Delaware Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 6.2.

     "Depositary" means, with respect to Securities issuable in whole or in part
in the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities.

     "Depositary Participant" means a member of, or participant in, the
Depositary.

     "Direct Action" has the meaning specified in Section 3.8(e).

     "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 7.2.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "Fiduciary Indemnified Person" has the meaning set forth in Section 9.4(b).

     "Fiscal Year" has the meaning specified in Section 10.1.

     "Global Security" means a fully registered, global Trust Preferred Security
Certificate.

     "Guarantee" means the Trust Preferred Securities Guarantee Agreement, dated
as of [           ], of the Sponsor in respect of the Securities.

                                       4
<PAGE>

     "Holder" means any holder of Securities, as registered on the books and
records of the Trust; provided, however, that in determining whether the Holders
of the requisite Liquidation Amount of Trust Preferred Securities have voted on
any matter provided for in this Trust Agreement, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Trust
Preferred Securities remain in the form of one or more Global Securities and if
the Depositary which is the holder of such Global Securities has sent an omnibus
proxy to the Trust assigning voting rights to Depositary Participants to whose
accounts the Trust Preferred Securities are credited on the record date, the
term "Holders" shall mean such Depositary Participants acting at the direction
of the Beneficial Owners.

     "Indemnified Person" means a Debenture Issuer Indemnified Person or a
Fiduciary Indemnified Person.

     "Indenture" means the Subordinated Indenture, dated as of _____ __, 200_ as
[previously supplemented and amended and as further] supplemented and amended by
the ______ Supplemental Indenture dated as of ________ (the "______ Supplemental
Indenture"), between the Debenture Issuer and The Chase Manhattan Bank, as
Trustee, pursuant to which the Debentures are to be issued.

     "Indenture Event of Default" has the meaning given to the term "Event of
Default" in the Indenture.

     "Indenture Trustee" means The Chase Manhattan Bank, in its capacity as
trustee under the Indenture until a successor is appointed thereunder, and
thereafter means such successor trustee.

     "Investment Company" means an investment company as defined in the
Investment Company Act and the regulations promulgated thereunder.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "Investment Company Event" means the receipt by the Trust of an opinion of
a nationally recognized independent counsel (an "Investment Company Act
Opinion"), to the effect that, as a result of the occurrence of a change in law
or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is more than an insubstantial risk
that the Trust is or will be considered an "investment company" that is required
to be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the Closing Date.

     "Legal Action" has the meaning specified in Section 3.6(g).

     "Liquidation Amount" means the stated amount of $1,000 per Trust Preferred
Security.

     "List of Holders" has the meaning specified in Section 2.2(a).

                                       5
<PAGE>

     "Majority in Liquidation Amount" means, except as provided in the terms of
the Trust Preferred Securities or by the Trust Indenture Act, Holder(s) of
outstanding Securities, voting together as a single class, or, as the context
may require, Holders of outstanding Trust Preferred Securities or Holders of
outstanding Common Securities, voting separately as a class, who are the record
owners of more than 50% of the aggregate Liquidation Amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accumulated and unpaid Distributions to the date upon which the voting
percentages are determined) of all outstanding Securities of the relevant class.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed on behalf of such Person by two Authorized Officers of such Person. To
the extent applicable, such certificate will also specify procedures, acceptable
to the Property Trustee, regarding the issuance of a Tranche of Securities.  Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include:

          (a) a statement that each officer signing the Officers' Certificate
     has read the covenant or condition and the definitions relating thereto;

          (b) a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer on behalf of such Person in
     rendering the Officers' Certificate;

          (c) a statement that each such officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer on behalf of such Person to express an informed opinion as to
     whether or not such covenant or condition has been complied with; and

          (d) a statement as to whether, in the opinion of each such officer
     acting on behalf of such Person, such condition or covenant has been
     complied with; provided, that the term "Officers' Certificate", when used
     with reference to Administrative Trustees who are natural persons shall
     mean a certificate signed by two or more of the Administrative Trustees
     which otherwise satisfies the foregoing requirements.

     "Paying Agent" has the meaning specified in Section 7.7.

     "Payment Amount" has the meaning specified in Section 7.2(c).

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Property Account" has the meaning specified in Section 3.8(c).

                                       6
<PAGE>

     "Property Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 6.3.

     "Pro Rata" means pro rata to each Holder of Securities according to the
aggregate Liquidation Amount of the Securities held by the relevant Holder in
relation to the aggregate Liquidation Amount of all Securities outstanding.

     "Quorum" means a majority of the Administrative Trustees or, if there are
only two Administrative Trustees, both of them.

     "Redemption/Distribution Notice" has the meaning specified in Section
7.4(a) hereto.

     "Redemption Price" means the Liquidation Amount of the Securities to be
redeemed, which amount will equal (i) the redemption price paid by the Debenture
Issuer to repay or redeem, in whole or in part, the Debentures held by the Trust
plus an amount equal to accumulated and unpaid Distributions on such Securities
through the date of their redemption or (ii) such lesser amount as will be
received by the Trust in respect of the Debentures so repaid or redeemed.

     "Responsible Officer" means, with respect to the Property Trustee, any
officer with direct responsibility for the administration of this Trust
Agreement and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

     "Securities" means the Common Securities and the Trust Preferred
Securities.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "Special Event" means a Tax Event or an Investment Company Event.

     "Sponsor" means CSX Corporation, a Virginia corporation, or any successor
entity in a transaction involving the Sponsor that is permitted by Article Eight
of the Indenture and pursuant to which the successor agrees in writing to
perform the Sponsor's obligations hereunder.

     "Successor Delaware Trustee" has the meaning specified in Section 6.6(b).

     "Successor Entity" has the meaning specified in Section 3.15(b)(i).

     "Successor Property Trustee" has the meaning specified in Section 6.6(b).

     "Successor Security" has the meaning specified in Section 3.15(b)(i)(B).

                                       7
<PAGE>

     "Super Majority" has the meaning specified in Section 2.6(a)(ii).

     "Tax Event" means the receipt by the Trust of an opinion of independent tax
counsel experienced in such matters ("Tax Event Opinion"), to the effect that,
as a result of (a) any amendment to, change in or announced prospective change
in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or (b) any
official administrative written decision, pronouncement or action, or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which proposed change, pronouncement, decision or action
is announced on or after the Closing Date, there is more than an insubstantial
risk that (i) the Trust is, or will be within 90 days of the date of such
opinion, subject to United States federal income tax with respect to income
received or accrued on the Debentures, (ii) interest payable to the Trust by the
Debenture Issuer on the Debentures is not, or within 90 days of the date of such
opinion will not be, deductible, in whole or in part, by the Debenture Issuer
for United States federal income tax purposes, or (iii) the Trust is, or will be
within 90 days of the date of such opinion, subject to a material amount of
other taxes, duties or other governmental charges.

     "10% in Liquidation Amount" means, except as provided in the terms of the
Trust Preferred Securities or by the Trust Indenture Act, Holder(s) of
outstanding Securities, voting together as a single class, or, as the context
may require, Holders of outstanding Trust Preferred Securities or Holders of
outstanding Common Securities, voting separately as a class, who are the record
owners of 10% or more of the aggregate Liquidation Amount (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.

     "Tranche" means Securities issued after the initial Closing Date which are
of the same series as the Securities and have identical terms as the Securities,
except for aggregate amount, the price at which such Securities are sold to the
public and the date of issuance.

     "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     "Trustee" or "Trustees" means each Person who has signed this Trust
Agreement as a trustee, so long as such Person shall continue as a trustee in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

     "Trust Enforcement Event" in respect of the Securities means (i) an
Indenture Event of Default has occurred and is continuing in respect of the
Debentures or (ii) the voluntary or involuntary dissolution, winding up or
termination of the Trust, except in connection with (A) the distribution of the
Debentures to the holders of the Securities, (B) the redemption of all of the

                                       8
<PAGE>

Securities and (C) mergers, consolidations or amalgamations of the Trust
permitted by this Trust Agreement.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

     "Trust Preferred Security" has the meaning specified in Section 7.1.

     "Trust Preferred Security Certificate" means a definitive certificate in
fully registered form representing one or more Trust Preferred Securities,
substantially in the form of Exhibit A.

     "Trust Property" means (i) the Debentures, (ii) any cash on deposit in, or
owing to the Property Account (as defined in Section 3.8(c)(i) herein) and (iii)
all proceeds and rights in respect of the foregoing and any other property and
assets for the time being held or deemed to be held by the Property Trustee
pursuant to this Agreement.


                                   ARTICLE 2
                              TRUST INDENTURE ACT

     Section 2.1  Trust Indenture Act; Application.
                  --------------------------------
     (a)  This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

     (b)  The Property Trustee shall be the only Trustee that is a Trustee for
the purposes of the Trust Indenture Act.

     (c)  If and to the extent that any provision of this Trust Agreement
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.

     (d)  The application of the Trust Indenture Act to this Trust Agreement
shall not affect the Trust's classification as a grantor trust for United States
federal income tax purposes and shall not affect the nature of the Securities as
representing undivided beneficial ownership interests in the assets of the
Trust.

     Section 2.2  Lists of Holders of Securities.
                  ------------------------------
     (a)  Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide the Property Trustee at any time when the Property Trustee
is not also acting as Security Registrar for the Securities (i) except while the
Trust Preferred Securities are represented by one or more Global Securities, at
least five Business Days prior to the date for payment of Distributions, a list,
in such form as the Property Trustee may reasonably require, of the names and
addresses of the Holders of the Securities ("List of Holders") as of the record
date relating to the payment of such Distributions, and (ii) at any other time,
within 30 days of receipt by the

                                       9
<PAGE>

Trust of a written request from the Property Trustee for a List of Holders, as
of a date no more than 15 days before such List of Holders is given to the
Property Trustee; provided that neither the Sponsor nor the Administrative
Trustees on behalf of the Trust shall be obligated to provide such List of
Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Property Trustee by the Sponsor and the
Administrative Trustees on behalf of the Trust. The Property Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity), provided that the Property Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

     (b)  The Property Trustee shall comply with its obligations under, and
shall be entitled to the benefits of, Sections 311(a), 311(b) and 312(b) of the
Trust Indenture Act.

     Section 2.3  Reports by the Property Trustee.  Within 60 days after
                  -------------------------------
September 15 of each year (commencing with the year of the initial issuance of
the Trust Preferred Securities), the Property Trustee shall provide to the
Holders of the Trust Preferred Securities such reports as are required by
Section 313(a) of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Property Trustee shall
also comply with the other requirements of Section 313 of the Trust Indenture
Act. The Sponsor shall promptly notify the Property Trustee when the Trust
Preferred Securities are listed on any stock exchange or national automated
quotation system.

     Section 2.4  Periodic Reports to the Property Trustee.  Each of the Sponsor
                  ----------------------------------------
and the Administrative Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as required by Section
314 of the Trust Indenture Act (if any) and the compliance certificate required
by Section 314(a)(4) of the Trust Indenture Act in the form, in the manner and
at the times required by Section 314 of the Trust Indenture Act, provided that
such compliance certificate shall be delivered on or before 120 days after the
end of each calendar year of the Sponsor.

     Section 2.5  Evidence of Compliance with Conditions Precedent.  Each of the
                  ------------------------------------------------
Sponsor and the Administrative Trustees on behalf of the Trust shall provide to
the Property Trustee such evidence of compliance with any conditions precedent,
if any, provided for in this Trust Agreement that relate to any of the matters
set forth in Section 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given by an officer pursuant to Section 314(c)(1) may be
given in the form of an Officers' Certificate.

     Section 2.6  Trust Enforcement Events; Waiver.
                  --------------------------------
     (a)  The Holders of a Majority in Liquidation Amount of the Trust Preferred
Securities may, by vote or written consent, on behalf of the Holders of all of
the Trust Preferred Securities, waive any past Trust Enforcement Event in
respect of the Trust Preferred Securities and its consequences, provided that,
if the underlying Indenture Event of Default:

          (i) is not waivable under the Indenture, the Trust Enforcement Event
     under the Trust Agreement shall also not be waivable; or

                                       10
<PAGE>

             (ii) requires the consent or vote of the Holders of greater than a
          majority in principal amount of the Debentures (a "Super Majority") to
          be waived under the Indenture, the related Trust Enforcement Event
          under the Trust Agreement may only be waived by the vote or written
          consent of the Holders of at least the proportion in Liquidation
          Amount of the Trust Preferred Securities that the relevant Super
          Majority represents of the aggregate principal amount of the
          Debentures outstanding.

     The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Trust Agreement and
the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
such default shall cease to exist, and any Trust Enforcement Event with respect
to the Trust Preferred Securities arising therefrom shall be deemed to have been
cured, for every purpose of this Trust Agreement and the Trust Preferred
Securities, but no such waiver shall extend to any subsequent or other Trust
Enforcement Event with respect to the Trust Preferred Securities or impair any
right consequent thereon. Any waiver by the Holders of the Trust Preferred
Securities of a Trust Enforcement Event with respect to the Trust Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Trust Enforcement Event with respect to the Common
Securities for all purposes of this Trust Agreement without any further act,
vote, or consent of the Holders of the Common Securities.

     (b)  The Holders of a Majority in Liquidation Amount of the Common
Securities may, by vote or written consent, on behalf of the Holders of all of
the Common Securities, waive any past Trust Enforcement Event in respect of the
Common Securities and its consequences, provided that, if the underlying
Indenture Event of Default:

             (i)  is not waivable under the Indenture, except where the Holders
          of the Common Securities are deemed to have waived such Trust
          Enforcement Event under the Trust Agreement as provided below in this
          Section 2.6(b), the Trust Enforcement Event under the Trust Agreement
          shall also not be waivable; or

             (ii) requires the consent or vote of a Super Majority to be waived
          under the Indenture, except where the Holders of the Common Securities
          are deemed to have waived such Trust Enforcement Event under the Trust
          Agreement as provided below in this Section 2.6(b), the Trust
          Enforcement Event under the Trust Agreement may only be waived by the
          vote or written consent of the Holders of at least the proportion in
          Liquidation Amount of the Common Securities that the relevant Super
          Majority represents of the aggregate principal amount of the
          Debentures outstanding; provided further, each Holder of Common
          Securities will be deemed to have waived any Trust Enforcement Event
          and all Trust Enforcement Events with respect to the Common Securities
          and the consequences thereof until all Trust Enforcement Events with
          respect to the Trust Preferred Securities have been cured, waived or
          otherwise eliminated, and until such Trust Enforcement Events with
          respect to the Trust Preferred Securities have been so cured, waived
          or otherwise eliminated, the Property Trustee will be deemed to be
          acting solely on behalf of the Holders of the Trust Preferred

                                       11
<PAGE>

          Securities and only the Holders of the Trust Preferred Securities will
          have the right to direct the Property Trustee in accordance with the
          terms of the Securities. The foregoing provisions of this Section
          2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of
          the Trust Indenture Act and such Sections 316(a)(1)(A) and
          316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded
          from this Trust Agreement and the Securities, as permitted by the
          Trust Indenture Act. Subject to the foregoing provisions of this
          Section 2.6(b), upon such cure, waiver or other elimination, any such
          default shall cease to exist and any Trust Enforcement Event with
          respect to the Common Securities arising therefrom shall be deemed to
          have been cured for every purpose of this Trust Agreement, but no such
          waiver shall extend to any subsequent or other Trust Enforcement Event
          with respect to the Common Securities or impair any right consequent
          thereon.

     (c)  A waiver of an Indenture Event of Default by the Property Trustee at
the direction of the Holders of the Trust Preferred Securities constitutes a
waiver of the corresponding Trust Enforcement Event with respect to the Trust
Preferred Securities under this Trust Agreement. The foregoing provisions of
this Section 2.6(c) shall be in lieu of Section 316(a)(1)(B) of the Trust
Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Trust Agreement and the Securities, as permitted by
the Trust Indenture Act.

     Section 2.7  Trust Enforcement Event; Notice.
                  -------------------------------
     (a)  The Property Trustee shall, within 90 days after the occurrence of a
Trust Enforcement Event actually known to a Responsible Officer of the Property
Trustee, transmit by mail, first class postage prepaid, to the Holders of the
Securities, notices of all such defaults with respect to the Securities, unless
such defaults have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section 2.7(a) and (b) being hereby defined
to be an Indenture Event of Default, not including any periods of grace provided
for therein and irrespective of the giving of any notice provided therein);
provided that, except for a default in the payment of principal of (or premium,
if any) or interest on any of the Debentures, the Property Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.

     (b)  The Property Trustee shall not be deemed to have knowledge of any
default except:

             (i)  a default under Sections 501(1) and (2) of the Indenture; or

             (ii) any default as to which the Property Trustee shall have
          received written notice pursuant to Section 3.10(a)(xiv) or of which a
          Responsible Officer of the Property Trustee charged with the
          administration of this Trust Agreement shall have actual knowledge.

                                       12
<PAGE>

                                   ARTICLE 3
                                 ORGANIZATION

     Section 3.1    Name and Organization. The Trust hereby continued is named
                    ---------------------
"CSX Capital Trust I" as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Securities,
the Property Trustee and the Delaware Trustee. The Trust's activities may be
conducted under the name of the Trust or any other name deemed advisable by the
Administrative Trustees.

     Section 3.2    Office. The address of the principal office of the Trust
                    ------
is c/o CSX Corporation, One James Center, 901 East Cary Street Richmond,
Virginia 23219. On 10 Business Days' written notice to the Holders of
Securities, the Property Trustee and the Delaware Trustee, the Administrative
Trustees may designate another principal office.

     Section 3.3    Purpose. The exclusive purposes and functions of the Trust
                    -------
are (a) to issue and sell Securities, including, from time to time, Tranches
thereof, and use the gross proceeds from such sales to acquire the Debentures,
and (b) except as otherwise limited herein, to engage in only those other
activities necessary or incidental thereto. The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, pledge any of its
assets or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified as a grantor trust for United States
federal income tax purposes.

     By the acceptance of this Trust, none of the Trustees, the Sponsor, the
Holders of the Trust Preferred Securities or Common Securities or the Beneficial
Owners will take any position for United States federal income tax purposes
which is contrary to the classification of the Trust as a grantor trust.

     Section 3.4    Authority. Subject to the limitations provided in this Trust
                    ---------
Agreement and to the specific duties of the Property Trustee, the Administrative
Trustees shall have exclusive authority to carry out the purposes of the Trust.
An action taken by the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Trust Agreement.

     (a)  Except as expressly set forth in this Trust Agreement and except if a
meeting of the Administrative Trustees is called with respect to any matter over
which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

     (b)  Unless otherwise determined by the Administrative Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Administrative Trustee is authorized to execute on behalf of the Trust any
documents which the Administrative Trustees have the power and authority to
cause the Trust to execute pursuant to Section 3.6(b), provided,

                                       13
<PAGE>

that the registration statements referred to in Section 3.6(b)(ii), including
any amendments thereto, shall be signed by or on behalf of a majority of the
Administrative Trustees; and

     (c)  Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6.

     Section 3.5  Title to Property of the Trust. Except as provided in Section
                  ------------------------------
3.8 with respect to the Debentures and the Property Account or as otherwise
provided in this Trust Agreement, legal title to the Trust Property shall be
vested in the Trust. The Holders shall not have legal title to any part of the
assets of the Trust, but shall have an undivided beneficial ownership interest
in the assets of the Trust. The Property Trustee hereby declares that it will
hold the Trust Property in trust upon and subject to the conditions set forth
herein for the benefit of the Trust and the holders of the Securities.

     Section 3.6  Powers and Duties of the Administrative Trustees. The
                  ------------------------------------------------
Administrative Trustees shall have the exclusive power, duty and authority to
cause the Trust to engage in the following activities:

     (a)  issue and sell the Trust Preferred Securities (including, from time to
time, Tranches thereof) and the Common Securities (including, from time to time,
Tranches thereof) in accordance with this Trust Agreement; provided, however,
that the Trust may issue no more than one series of Trust Preferred Securities
and no more than one series of Common Securities, and, provided further, that
there shall be no interests in the Trust other than the Securities; and the
issuance of Securities (including Tranches) shall be limited to simultaneous
issuances of both Trust Preferred Securities and Common Securities on each
Closing Date.

     (b)  in connection with each issue and sale of the Trust Preferred
Securities, at the direction of the Sponsor, to:

             (i)  execute and file an application, prepared by the Sponsor, to
     the New York Stock Exchange or any other national stock exchange or
     automated quotation system for listing (if necessary) of any Trust
     Preferred Securities, the Guarantee and the Debentures;

            (ii)  execute and file with the Commission one or more registration
     statements on the applicable forms prepared by the Sponsor, including any
     amendments thereto, pertaining to the Trust Preferred Securities, the
     Guarantee and the Debentures; and

             (iii) execute and file any documents prepared by the Sponsor, or
     take any acts as determined by the Sponsor to be necessary, in order to
     qualify or register all or part of the Trust Preferred Securities in any
     State in which the Sponsor has determined to qualify or register such Trust
     Preferred Securities for sale;

                                       14
<PAGE>

     (c)  to acquire the Debentures with the proceeds of each sale of the Trust
Preferred Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders of the
Trust Preferred Securities and the Holders of the Common Securities;

     (d)  to give the Sponsor and the Property Trustee prompt written notice
of the occurrence of a Special Event; provided that the Administrative Trustees
shall consult with the Sponsor before taking or refraining from taking any
action in relation to any such Special Event;

     (e)  to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Trust Preferred Securities and Holders of Common
Securities as to such actions and applicable record dates;

     (f)  to take all actions and perform such duties as may be required of the
Administrative Trustees pursuant to the terms of this Trust Agreement and
the Securities;

     (g)  to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless, pursuant to Section 3.8(e), the Property Trustee has
the exclusive power to bring such Legal Action;

     (h)  to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants to conduct only those services that the Administrative Trustees have
authority to conduct directly, and to and pay reasonable compensation for such
services;

     (i)  to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

     (j)  to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by
any Administrative Trustee;

     (k)  to incur expenses that are necessary or incidental to carry out any
of the purposes of the Trust;

     (l)  to act as, or appoint another Person to act as, registrar and transfer
agent for the Securities;

     (m)  to give prompt written notice to the Holders of the Securities of any
notice received from the Debenture Issuer of its election to defer payments of
interest on the Debentures by extending the interest payment period under the
Debentures as authorized by the Indenture;

     (n)  to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which

                                       15
<PAGE>

such existence is necessary to protect the limited liability of the Holders of
the Trust Preferred Securities and the Holders of the Common Securities or to
enable the Trust to effect the purposes for which the Trust was created;

     (o)  to take any action, not inconsistent with applicable law, that the
Administrative Trustees determine in their discretion to be necessary or
desirable in carrying out the purposes and functions of the Trust as set out in
Section 3.3 or the activities of the Trust as set out in this Section 3.6,
including, but not limited to:

             (i)   causing the Trust not to be deemed to be an Investment
          Company required to be registered under the Investment Company Act;

             (ii)  causing the Trust to be classified as a grantor trust for
          United States federal income tax purposes; and

             (iii) cooperating with the Debenture Issuer to ensure that the
          Debentures will be treated as indebtedness of the Debenture Issuer
          for United States federal income tax purposes.

     (p)  to take all action necessary to cause all applicable tax returns and
tax information reports that are required to be filed with respect to the Trust
to be duly prepared and filed by the Administrative Trustees, on behalf of the
Trust;

     (q)  to execute and deliver all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing; and

     (r)  to cause to be delivered to the Property Trustee an Officers'
Certificate with respect to each issuance of a Tranche of Securities.

     The Administrative Trustees shall exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall have no
power to, and shall not, take any action that is inconsistent with the purposes
and functions of the Trust set forth in Section 3.3.

     Subject to this Section 3.6, the Administrative Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.8.

     Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

     Section 3.7  Prohibition of Actions by the Trust and the Trustees.
                  ----------------------------------------------------
     (a)  The Trust shall not, and none of the Trustees (including the Property
Trustee) shall cause the Trust to, engage in any activity other than as required
or authorized by this Trust Agreement. In particular, the Trust shall not and
none of the Trustees (including the Property Trustee) shall cause the Trust to:

                                       16
<PAGE>

             (i)    invest any proceeds received by the Trust from holding the
          Debentures, but shall distribute all such proceeds to Holders of
          Securities pursuant to the terms of this Trust Agreement and of the
          Securities;

             (ii)   acquire any assets other than as expressly provided herein;

             (iii)  possess Trust Property for other than a Trust purpose;

             (iv)   make any loans other than loans represented by the
          Debentures or incur any indebtedness;

             (v)    possess any power or otherwise act in such a way as to vary
          the Trust Property;

             (vi)   possess any power or otherwise act in such a way as to vary
          the terms of the Securities in any way whatsoever (except to the
          extent expressly authorized in this Trust Agreement or by the terms of
          the Securities);

             (vii)  issue any securities or other evidences of beneficial
          ownership of, or beneficial interest in, the Trust other than the
          Securities;

             (viii) other than as provided in this Trust Agreement or by the
          terms of the Securities, (A) direct the time, method and place of
          exercising any trust or power conferred upon the Indenture Trustee
          with respect to the Debentures, (B) waive any past default that is
          waivable under the Indenture, (C) exercise any right to rescind or
          annul any declaration that the principal of all the Debentures shall
          be due and payable, or (D) consent to any amendment, modification or
          termination of the Indenture or the Debentures where such consent
          shall be required unless the Trust shall have received an opinion of
          counsel to the effect that such amendment or modification will not
          cause more than an insubstantial risk that the Trust will be deemed an
          Investment Company required to be registered under the Investment
          Company Act, or the Trust will not be classified as a grantor trust
          for United States federal income tax purposes;

             (ix)   take any action inconsistent with the status of the Trust as
          a grantor trust for United States federal income tax purposes; or

             (x)    revoke any action previously authorized or approved by
          vote of the Holders of the Trust Preferred Securities except pursuant
          to a subsequent vote of the Holders of the Trust Preferred Securities.

     Section 3.8    Powers and Duties of the Property Trustee.
                    -----------------------------------------
     (a)  The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee for the benefit of the Trust and the
Holders of the Securities. The right, title and interest of the Property Trustee
to the Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 6.6. Such

                                       17
<PAGE>

vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

     (b)  The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

     (c)  The Property Trustee shall:

             (i)    establish and maintain a segregated non-interest bearing
          trust account (the "Property Account") in the name of and under the
          exclusive control of the Property Trustee on behalf of the Holders of
          the Securities and, upon the receipt of payments of funds made in
          respect of the Debentures held by the Property Trustee, deposit such
          funds into the Property Account and make payments to the Holders of
          the Trust Preferred Securities and Holders of the Common Securities
          from the Property Account in accordance with Section 7.2. Funds in the
          Property Account shall be held uninvested until disbursed in
          accordance with this Trust Agreement. The Property Account shall be an
          account that is maintained with a banking institution the rating on
          whose long-term unsecured indebtedness is at least equal to the rating
          assigned to the Trust Preferred Securities by a "nationally recognized
          statistical rating organization", within the meaning of Rule 436(g)(2)
          under the Securities Act;

             (ii)   engage in such ministerial activities as shall be necessary
          or appropriate to effect the redemption of the Trust Preferred
          Securities and the Common Securities to the extent the Debentures are
          redeemed or mature; and

             (iii)  upon written notice of distribution issued by the
          Administrative Trustees in accordance with the terms of the
          Securities, engage in such ministerial activities as so directed and
          as shall be necessary or appropriate to effect the distribution of the
          Debentures to Holders of Securities upon the occurrence of a Special
          Event.

     (d)  The Property Trustee shall take all actions and perform such duties
as may be specifically required of the Property Trustee pursuant to the terms of
this Trust Agreement and the Securities.

     (e)  Subject to Section 3.9(a) the Property Trustee may take any Legal
Action which arises out of or in connection with a Trust Enforcement Event of
which a Responsible Officer of the Property Trustee has actual knowledge or the
Property Trustee's duties and obligations under this Trust Agreement or the
Trust Indenture Act; provided, however, if the Property Trustee fails to enforce
its rights under this Trust Agreement or the Indenture to the fullest extent
permitted by law and subject to the terms of this Trust Agreement and the
Indenture, then a Holder of Trust Preferred Securities may directly institute a
proceeding against the Debenture Issuer to enforce the Property Trustee's rights
under this Trust Agreement or the Indenture without first instituting a legal
proceeding against the Property Trustee or any other person; provided, further,
that if a Trust Enforcement Event has occurred and is continuing and such event
is attributable to the

                                       18
<PAGE>

failure of the Debenture Issuer to pay interest, principal or other required
payments on the Debentures on the date such interest, principal or other
required payments are otherwise payable (or in the case of redemption, on the
redemption date), then a Holder of Trust Preferred Securities may directly
institute a proceeding against the Debenture Issuer for enforcement of payment
to such Holder of the principal of or interest on Debentures having a principal
amount equal to the aggregate Liquidation Amount of the Trust Preferred
Securities of such Holder (a "Direct Action") on or after the respective due
date specified in the Debentures. Notwithstanding anything to the contrary in
this Trust Agreement or the Indenture, the Debenture Issuer shall have the right
to set-off any payment it is otherwise required to make under the Indenture in
respect of any Trust Preferred Security to the extent the Debenture Issuer has
heretofore made, or is currently on the date of such payment making, a payment
under the Guarantee relating to such Trust Preferred Security or under Section
503 of the Indenture.

     (f)  The Property Trustee shall continue to serve as a Trustee until
either:

             (i)    the Trust has been completely liquidated and the proceeds of
          the liquidation distributed to the Holders of Securities pursuant to
          the terms of the Securities; or

             (ii)   a Successor Property Trustee has been appointed and has
          accepted that appointment in accordance with Section 6.6.

     (g)  The Property Trustee shall have the legal power to exercise all of the
rights, powers and privileges of a holder of Debentures under the Indenture and,
if a Trust Enforcement Event actually known to a Responsible Officer of the
Property Trustee occurs and is continuing, the Property Trustee may, for the
benefit of Holders of the Securities, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to this Trust Agreement
and the terms of the Securities.

     (h)  Subject to this Section 3.8, the Property Trustee shall have none of
the duties, liabilities, powers or the authority of the Administrative Trustees
set forth in Section 3.6.

     The Property Trustee shall exercise the powers set forth in this Section
3.8 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3, and the Property Trustee shall have no power to, and
shall not, take any action that is inconsistent with the purposes and functions
of the Trust set out in Section 3.3.

     Section 3.9  Certain Duties and Responsibilities of the Property Trustee.
                  -----------------------------------------------------------

     (a)  The Property Trustee, before the occurrence of any Trust Enforcement
Event and after the curing of all Trust Enforcement Events that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Trust Agreement and no implied covenants shall be read into this
Trust Agreement against the Property Trustee. In case a Trust Enforcement Event
has occurred (that has not been cured or waived pursuant to Section 2.6) of
which a Responsible Officer of the Property Trustee has actual knowledge, the
Property Trustee shall exercise such of the rights and powers vested in it by
this Trust Agreement, and use the

                                       19
<PAGE>

same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

     (b)  No provision of this Trust Agreement shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

             (i)    prior to the occurrence of a Trust Enforcement Event and
          after the curing or waiving of all such Trust Enforcement Events that
          may have occurred:

                    (A)  the duties and obligations of the Property Trustee
             shall be determined solely by the express provisions of this Trust
             Agreement and the Property Trustee shall not be liable except for
             the performance of such duties and obligations as are specifically
             set forth in this Trust Agreement, and no implied covenants or
             obligations shall be read into this Trust Agreement against the
             Property Trustee; and

                    (B)  in the absence of bad faith on the part of the
             Property Trustee, the Property Trustee may conclusively rely, as to
             the truth of the statements and the correctness of the opinions
             expressed therein, upon any certificates or opinions furnished to
             the Property Trustee and conforming to the requirements of this
             Trust Agreement; but in the case of any such certificates or
             opinions that by any provision hereof are specifically required to
             be furnished to the Property Trustee, the Property Trustee shall be
             under a duty to examine the same to determine whether or not they
             conform to the requirements of this Trust Agreement;

             (ii)   the Property Trustee shall not be liable for any error of
          judgment made in good faith by a Responsible Officer of the Property
          Trustee, unless it shall be proved that the Property Trustee was
          negligent in ascertaining the pertinent facts;

             (iii)  the Property Trustee shall not be liable with respect to any
          action taken or omitted to be taken by it, in good faith in accordance
          with the direction of the Holders of not less than a Majority in
          Liquidation Amount of the Securities relating to the time, method and
          place of conducting any proceeding for any remedy available to the
          Property Trustee, or exercising any trust or power conferred upon the
          Property Trustee under this Trust Agreement;

             (iv)   no provision of this Trust Agreement shall require the
          Property Trustee to expend or risk its own funds or otherwise incur
          personal financial liability in the performance of any of its duties
          or in the exercise of any of its rights or powers, if it shall have
          reasonable grounds for believing that the repayment of such funds or
          liability is not reasonably assured to it under the terms of this
          Trust Agreement or indemnity reasonably satisfactory to the Property
          Trustee against such risk or liability is not reasonably assured to
          it;

                                       20
<PAGE>

                   (v)    the Property Trustee's sole duty with respect to the
          custody, safe-keeping and physical preservation of the Debentures and
          the Property Account shall be to deal with such property in a similar
          manner as the Property Trustee deals with similar property for its own
          account, subject to the protections and limitations on liability
          afforded to the Property Trustee under this Trust Agreement and the
          Trust Indenture Act;

                   (vi)   the Property Trustee shall have no duty or liability
          for or with respect to the value, genuineness, existence or
          sufficiency of the Debentures or the payment of any taxes or
          assessments levied thereon or in connection therewith;

                   (vii)  the Property Trustee shall not be liable for any
          interest on any money received by it except as it may otherwise agree
          with the Sponsor. Money held by the Property Trustee need not be
          segregated from other funds held by it except in relation to the
          Property Account maintained by the Property Trustee pursuant to
          Section 3.8(c)(i) and except to the extent otherwise required by law;
          and

                   (viii) the Property Trustee shall not be responsible for
          monitoring the compliance by the Administrative Trustees or the
          Sponsor with their respective duties under this Trust Agreement, nor
          shall the Property Trustee be liable for any default or misconduct of
          the Administrative Trustees or the Sponsor.

     Section 3.10  Certain Rights of Property Trustee.
                   ----------------------------------

     (a)  Subject to the provisions of Section 3.9:

                   (i)    the Property Trustee may conclusively rely and shall
          be fully protected in acting or refraining from acting upon any
          resolution, certificate, statement, instrument, opinion, report,
          notice, request, direction, consent, order, bond, debenture, note,
          other evidence of indebtedness or other paper or document believed by
          it to be genuine and to have been signed, sent or presented by the
          proper party or parties;

                   (ii)   any direction or act of the Sponsor or the
          Administrative Trustees contemplated by this Trust Agreement shall be
          sufficiently evidenced by an Officers' Certificate;

                   (iii)  whenever in the administration of this Trust
          Agreement, the Property Trustee shall deem it desirable that a matter
          be proved or established before taking, suffering or omitting any
          action hereunder, the Property Trustee (unless other evidence is
          herein specifically prescribed) may, in the absence of bad faith on
          its part, request and conclusively rely upon an Officers' Certificate
          which, upon receipt of such request, shall be promptly delivered by
          the Sponsor or the Administrative Trustees;

                                       21
<PAGE>

                   (iv)   the Property Trustee shall have no duty to see to any
          recording, filing or registration of any instrument (including any
          financing or continuation statement or any filing under tax or
          securities laws) or any re-recording, refiling or registration
          thereof;

                   (v)    the Property Trustee may consult with counsel of its
          choice or other experts and the advice or opinion of such counsel and
          experts with respect to legal matters or advice within the scope of
          such experts' area of expertise shall be full and complete
          authorization and protection in respect of any action taken, suffered
          or omitted by it hereunder in good faith and in accordance with such
          advice or opinion, such counsel may be counsel to the Property Trustee
          or the Sponsor or any of its Affiliates, and may include any of its
          employees. The Property Trustee shall have the right at any time to
          seek instructions concerning the administration of this Trust
          Agreement from any court of competent jurisdiction;

                   (vi)   the Property Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Trust
          Agreement at the request or direction of any Holder, unless such
          Holder shall have provided to the Property Trustee security and
          indemnity, reasonably satisfactory to the Property Trustee, against
          the costs, expenses (including reasonable attorneys' fees and expenses
          and the expenses of the Property Trustee's agents, nominees or
          custodians) and liabilities that might be incurred by it in complying
          with such request or direction, including such reasonable advances as
          may be requested by the Property Trustee;

                   (vii)  the Property Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, other evidence of
          indebtedness or other paper or document, but the Property Trustee, in
          its discretion, may make such further inquiry or investigation into
          such facts or matters as it may see fit;

                   (viii) the Property Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or through agents, custodians, nominees or attorneys and the Property
          Trustee shall not be responsible for any misconduct or negligence on
          the part of any agent or attorney appointed with due care by it
          hereunder;

                   (ix)   any action taken by the Property Trustee or its
          agents hereunder shall bind the Trust and the Holders of the
          Securities, and the signature of the Property Trustee or its agents
          alone shall be sufficient and effective to perform any such action and
          no third party shall be required to inquire as to the authority of the
          Property Trustee to so act or as to its compliance with any of the
          terms and provisions of this Trust Agreement, both of which shall be
          conclusively evidenced by the Property Trustee's or its agent's taking
          such action;

                                       22
<PAGE>

                   (x)    whenever in the administration of this Trust
          Agreement the Property Trustee shall deem it desirable to receive
          instructions with respect to enforcing any remedy or right or taking
          any other action hereunder, the Property Trustee (i) may request
          instructions from the Holders of the Securities which instructions may
          only be given by the Holders of the same proportion in Liquidation
          Amount of the Securities as would been entitled to direct the Property
          Trustee under the terms of the Securities in respect of such remedy,
          right or action, (ii) may refrain from enforcing such remedy or right
          or taking such other action until such instructions are received, and
          (iii) shall be protected in conclusively relying on or acting in or
          accordance with such instructions;

                   (xi)   except as otherwise expressly provided by this Trust
          Agreement, the Property Trustee shall not be under any obligation to
          take any action that is discretionary under the provisions of this
          Trust Agreement;

                   (xii)  the Property Trustee shall not be personally liable
          for the payment of any indebtedness or expenses of the Trust or be
          liable for the breach or failure of any obligation, representation,
          warranty or covenant made or undertaken by the Trust under this Trust
          Agreement, except if such breach or failure is due to any gross
          negligence or willful misconduct of the Property Trustee.;

                   (xiii) without prejudice to any other rights available to
          the Property Trustee under applicable law, when the Property Trustee
          incurs expenses or renders services in connection with a bankruptcy,
          such expenses (including the reasonable fees and expenses of its
          counsel) and the compensation for such services are intended to
          constitute expenses of administration under any bankruptcy law or law
          relating to creditors rights generally;

                   (xiv)  the Property Trustee shall not be charged with
          knowledge of a Trust Enforcement Event unless a Responsible Officer of
          the Property Trustee obtains actual knowledge of such event or the
          Property Trustee receives written notice of such event from Holders
          holding more than a Majority in Liquidation Amount of the Trust
          Preferred Securities; and

     (b)  No provision of this Trust Agreement shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

     Section 3.11  Delaware Trustee.  Notwithstanding any other provision of
                   ----------------
this Trust Agreement other than Section 6.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Administrative Trustees or the Property
Trustee described in this Trust Agreement. Except as set forth in Section 6.2,
the Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807(a) of the Business Trust Act. In the
event the

                                       23
<PAGE>

Delaware Trustee shall at any time be required to take any action or perform any
duty hereunder with respect to the Trust, the Delaware Trustee shall be entitled
to all of the same rights as the Property Trustee listed in Section 3.9(b) and
Section 3.10. No implied covenants or obligations shall be read into this Trust
Agreement against the Delaware Trustee. It is expressly understood and agreed by
the parties hereto that in fulfilling its obligations as Delaware Trustee
hereunder on behalf of the Trust (i) any agreements or instruments executed and
delivered by Chase Manhattan Bank USA, National Association, or any Successor
Delaware Trustee, are executed and delivered not in its individual capacity but
solely as Delaware Trustee under this Trust Agreement in the exercise of the
powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements herein made on the part of the
Trust is made and intended not as representations, warranties, covenants,
undertakings and agreements by Chase Manhattan Bank USA, National Association,
or any Successor Delaware Trustee, in its individual capacity but is made and
intended for the purpose of binding only the Trust, and (iii) under no
circumstances shall Chase Manhattan Bank USA, National Association, or any
Successor Delaware Trustee, in its individual capacity be personally liable for
the payment of any indebtedness or expenses of the Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Trust under this Trust Agreement, except if such breach or
failure is due to any gross negligence or willful misconduct of the Delaware
Trustee.

     Section 3.12  Execution of Documents.  Unless otherwise determined by the
                   ----------------------
Administrative Trustees, and except as otherwise required by the Business Trust
Act or applicable law, any Administrative Trustee is authorized to execute on
behalf of the Trust any documents that the Administrative Trustees have the
power and authority to execute pursuant to Section 3.6; provided that, the
registration statements referred to in Section 3.6(b)(ii), including any
amendments thereto, shall be signed by or on behalf of a majority of the
Administrative Trustees.

     Section 3.13  Not Responsible for Recitals or Issuance of Securities.  The
                   ------------------------------------------------------
recitals contained in this Trust Agreement and the Securities shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Trust Agreement, the
Securities, the Debentures or the Indenture.

     Section 3.14  Duration of Trust.  The Trust shall exist until terminated
                   -----------------
pursuant to the provisions of Article 8 hereof.

     Section 3.15  Mergers.
                   -------

     (a)  The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.15(b) and (c) or Section 8.2.

     (b)  The Trust may, at the request of the Sponsor and with the consent of
the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders of the
Securities, the Delaware Trustee or the Property

                                       24
<PAGE>

Trustee, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties substantially as an entirety to a trust
organized as such under the laws of any State; provided, that:

                   (i)    if the Trust is not the successor, such successor
          entity (the "Successor Entity") either:

                          (A)  expressly assumes all of the obligations of the
                   Trust with respect to the Securities; or

                          (B)  substitutes for the Trust Preferred Securities
                   other securities having substantially the same terms as the
                   Trust Preferred Securities (the "Successor Securities"), as
                   determined by the Sponsor, so long as the Successor
                   Securities rank the same as the Trust Preferred Securities
                   rank in priority with respect to Distributions and payments
                   upon liquidation, redemption and otherwise;

                   (ii)   if the Trust is not the successor Entity, the Sponsor
          expressly appoints a trustee of such Successor Entity that possesses
          the same powers and duties as the Property Trustee as the holder of
          the Debentures;

                   (iii)  the Trust Preferred Securities or any Successor
          Securities are listed, or any Successor Securities will be listed upon
          notification of issuance, on any national securities exchange or with
          any other organization on which the Trust Preferred Securities are
          then listed or quoted;

                   (iv)   such merger, consolidation, amalgamation,
          replacement, conveyance, transfer or lease does not cause the Trust
          Preferred Securities (including any Successor Securities) to be
          downgraded by any nationally recognized statistical rating
          organization;

                   (v)    such merger, consolidation, amalgamation,
          replacement, conveyance, transfer or lease does not adversely affect
          the rights, preferences and privileges of the Holders of the Trust
          Preferred Securities (including any Successor Securities) in any
          material respect; other than with respect to any dilution of the
          Holders' interest in the new entity;

                   (vi)   such Successor Entity has a purpose substantially
          identical to that of the Trust;

                   (vii)  prior to such merger, consolidation, amalgamation,
          replacement, conveyance, transfer or lease the Sponsor has received an
          opinion of independent counsel to the Trust experienced in such
          matters to the effect that:

                          (A)  such merger, consolidation, amalgamation,
                   replacement, conveyance, transfer or lease does not
                   adversely affect the rights, preferences and privileges of
                   the Holders of the Trust Preferred Securities

                                       25
<PAGE>

                   (including any Successor Securities) in any material
                   respect; other than with respect to any dilution of the
                   Holders' interest in the new entity;

                          (B)  following such merger, consolidation,
                   amalgamation, replacement, conveyance, transfer or lease
                   neither the Trust nor the Successor Entity will be required
                   to register as an Investment Company; and

                          (C)  following such merger, consolidation,
                   amalgamation or replacement, the Trust (or the Successor
                   Entity) will continue to be classified as a grantor trust
                   for United States federal income tax purposes;

                   (viii) the Sponsor or any permitted successor or assignee
          owns all of the common securities and guarantees the obligations of
          such Successor Entity under the Successor Securities at least to the
          extent provided by the Guarantee;

                   (ix)   such Successor Entity expressly assumes all of the
          obligations of the Trust with respect to the Trustees; and

                   (x)    the obligations of the Trust assumed by such
          Successor Entity or the Successor Securities, as the case may be,
          shall be the legal, valid and binding obligations of such Successor
          Entity enforceable against it in accordance with its terms, subject to
          applicable bankruptcy, reorganization, moratorium, insolvency and
          other similar laws affecting creditors' rights generally and to
          general principles of equity and the discretion of the court
          (regardless of whether the enforcement of such remedies is considered
          in a proceeding in equity or at law).

     (c)  Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in aggregate Liquidation Amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to, any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it, if, in the opinion of a nationally recognized tax
counsel experienced in such matters, such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Trust or Successor
Entity to be classified as other than a grantor trust for United States federal
income tax purposes and each Holder of the Securities not to be treated as
owning an undivided interest in the Debentures.

     Section 3.16  Property Trustee May File Proofs of Claim.  In case of the
                   -----------------------------------------
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Trust or any other obligor upon the Securities or the
property of the Trust or of such other obligor or their creditors, the Property
Trustee (irrespective of whether any Distributions on the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Property Trustee shall have made any demand on the
Trust for the payment of any past due Distributions) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

                                       26
<PAGE>

     (a)  to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Securities (or, if the Securities are
original issue discount Securities, such portion of the Liquidation Amount as
may be specified in the terms of such Securities) and to file such other papers
or documents as may be necessary or advisable in order to have the claims of the
Property Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and

     (b)  to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.


                                   ARTICLE 4
                                    SPONSOR

     Section 4.1   Responsibilities of the Sponsor.  In connection with the
                   -------------------------------
issue and sale of the Trust Preferred Securities (including, from time to time,
Tranches thereof), the Sponsor shall have the exclusive right and responsibility
to engage in the following activities:

     (a)  to prepare for filing by the Trust with the Commission under the
Securities Act or the Exchange Act one or more registration statements on the
applicable forms, including any amendments thereto, pertaining to the Trust
Preferred Securities, the Guarantee and the Debentures;

     (b)  to determine the States in which to take appropriate action to qualify
or register for sale all or part of the Trust Preferred Securities and to do any
and all such acts, other than actions which must be taken by the Trust, and
advise the Trust of actions it must take, and prepare for execution and filing
any documents to be executed and filed by the Trust, as the Sponsor deems
necessary or advisable in order to comply with the applicable laws of any such
States;

     (c)  if deemed necessary by the underwriter of the Trust Preferred
Securities, to prepare for filing by the Trust an application to The New York
Stock Exchange, Inc. or any other

                                       27
<PAGE>

national stock exchange or the Nasdaq Stock Market for listing upon notice of
issuance of any Trust Preferred Securities, the Guarantee and the Debentures;
and

     (d)  to negotiate the terms of and to execute on behalf of the Trust an
underwriting agreement and other related agreements providing for each sale of
the Trust Preferred Securities.

     Section 4.2   Fees and Expenses of the Trustees.  The Sponsor, in its
                   ---------------------------------
capacity as Debenture Issuer, agrees

     (a)  to pay to the Property Trustee and the Delaware Trustee from time to
time such compensation as shall be agreed in writing with the Sponsor for all
services rendered by them hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust); and

     (b)  to reimburse the Property Trustee and the Delaware Trustee upon
request for all reasonable expenses, disbursements and advances incurred or made
by such Trustee in accordance with any provision of this Trust Agreement
(including the reasonable compensation and the reasonable expenses and
disbursements of their duly authorized agents and counsel), except any such
expense, disbursement or advance as may be attributable to their gross
negligence or bad faith.

     The provisions of this Section 4.2 shall survive the resignation or removal
of the Delaware Trustee or the Property Trustee or the termination of this Trust
Agreement.


                                   ARTICLE 5
                        TRUST COMMON SECURITIES HOLDER

     Section 5.1   Debenture Issuer's Purchase of Common Securities.  In
                   ------------------------------------------------
accordance with Section 7.1(a), on each Closing Date, the Debenture Issuer
will purchase all of the Common Securities issued by the Trust on such Closing
Date, for an amount at least equal to 3% of the capital of the Trust at such
time, at the same time as Trust Preferred Securities issued on such Closing Date
are sold.

     The aggregate stated Liquidation Amount of Common Securities outstanding at
any time shall not be less than 3% of the capital of the Trust.

     Section 5.2   Covenants of the Common Securities Holder.  For so long as
                   -----------------------------------------
the Trust Preferred Securities remain outstanding, the Common Securities Holder
will covenant (i) to maintain, directly or indirectly, 100% ownership of the
Common Securities, (ii) to cause the Trust to remain a statutory business trust
and not to voluntarily dissolve, wind up, liquidate or be terminated, except as
permitted by this Trust Agreement, (iii) to use its commercially reasonable
efforts to ensure that the Trust will not be an investment company for purposes
of the Investment Company Act, and (iv) to take no action which would be
reasonably likely to cause the Trust to be classified as an association or a
publicly traded partnership taxable as a corporation for United States federal
income tax purposes.

                                       28
<PAGE>

                                   ARTICLE 6
                                   TRUSTEES

     Section 6.1   Number of Trustees.  The number of Trustees initially shall
                   ------------------
be four, and:

     (a)  at any time before the initial issuance of Securities, the Sponsor
may, by written instrument, increase or decrease the number of Trustees; and

     (b)  after the initial issuance of Securities, the number of Trustees may
be increased or decreased by vote of the Holders of a Majority in Liquidation
Amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities or by written consent in lieu of such meeting; provided
that the number of Trustees shall be at least three; and provided further that
(i) the Delaware Trustee, in the case of a natural person, shall be a person who
is a resident of the State of Delaware or that, if not a natural person, is an
entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable law; (ii) at least one
Administrative Trustee is an employee or officer of, or is affiliated with, the
Sponsor; and (iii) one Trustee shall be the Property Trustee for so long as this
Trust Agreement is required to qualify as an indenture under the Trust Indenture
Act, and such Trustee may also serve as Delaware Trustee if it meets the
applicable requirements.

     Section 6.2   Delaware Trustee; Eligibility.  If required by the Business
                   -----------------------------
Trust Act, one Trustee (which may be the Property Trustee) (the "Delaware
Trustee") shall be:

     (a)  a natural person who is a resident of the State of Delaware; or

     (b)  if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law, provided that, if the Property Trustee has its principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware Trustee and
Section 3.11 shall have no application.

     Section 6.3   Property Trustee; Eligibility.
                   -----------------------------

     (a)  There shall at all times be one Trustee (which may be the Delaware
Trustee) which shall act as Property Trustee which shall:

                   (i)   not be an Affiliate of the Sponsor; and

                   (ii)  be a corporation organized and doing business under
          the laws of the United States of America or any State or Territory
          thereof or of the District of Columbia, or a corporation or other
          Person permitted by the Commission to act as an institutional trustee
          under the Trust Indenture Act, authorized under such laws to exercise
          corporate trust owners, having a combined capital and surplus of at
          least 50 million U.S. dollars ($50,000,000), and subject to
          supervision or examination by federal, State, Territorial or District
          of Columbia authority. If such corporation publishes reports of
          condition at least annually, pursuant to law or to the requirements of
          the supervising or examining authority referred to above,

                                       29
<PAGE>

          then for the purposes of this Section 6.3(a)(ii), the combined capital
          and surplus of such corporation shall be deemed to be its combined
          capital and surplus as set forth in its most recent report of
          condition so published.

     (b)  If at any time the Property Trustee shall cease to be eligible to so
act under Section 6.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 6.6(c).

     (c)  If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act, subject to the penultimate paragraph thereof.

     (d)  [INTENTIONALLY OMITTED][The Amended and Restated Trust Agreements of
CSX Capital Trust I _____ __, 2001, among the Sponsor, The Chase Manhattan Bank,
as Property Trustee, Chase Manhattan Bank USA, National Association, as Delaware
Trustee, and the Administrators named therein, and the Trust Preferred
Securities Guarantee Agreements dated as of _____ __, 2001, between the Sponsor
and The Chase Manhattan Bank, as Guarantee Trustee shall be deemed to be
specifically described in this Trust Agreement for purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.]

     Section 6.4   Qualifications of Administrative Trustees and Delaware
                   ------------------------------------------------------
Trustee Generally.  Each Administrative Trustee and the Delaware Trustee
-----------------
(unless the Property Trustee also acts as Delaware Trustee) shall be either a
natural person who is at least 21 years of age or a legal entity that shall act
through one or more Authorized Officers.

     Section 6.5   Initial Administrative Trustees.  The initial Administrative
                   -------------------------------
Trustees shall be: ___________ and __________, the business address of each of
whom is c/o CSX Corporation, One James Center, 901 East Cary Street, Richmond,
Virginia 23219.

     Section 6.6   Appointment, Removal and Resignation of Trustees.
                   ------------------------------------------------

     (a)  Subject to Section 6.6(b), Trustees may be appointed or removed with
or without cause at any time:

                   (i)    until the initial issuance of Securities, by written
          instrument executed by the Sponsor;

                   (ii)   after the initial issuance of Securities (but prior to
          the occurrence of an Indenture Event of Default), by vote of the
          Holders of a Majority in Liquidation Amount of the Common Securities
          voting as a class at a meeting of the Holders of the Common Securities
          or by written consent in lieu of such meeting; and;

                   (iii)  after the initial issuance of the Trust Preferred
          Securities and the occurrence of an Indenture Event of Default, by
          vote of the Holders of a Majority in Liquidation Amount of the Trust
          Preferred Securities; provided, however, that

                                       30
<PAGE>

          the Administrative Trustees may still be appointed or removed with or
          without cause in such circumstance, by vote of the Holders of a
          Majority in Liquidation Amount of the Common Securities voting as a
          class at a meeting of the Holders of the Common Securities or by
          written consent in lieu of such meeting; and;

     (b)  The Trustee that acts as Property Trustee shall not be removed in
accordance with Section 6.6(a) until a successor Trustee possessing the
qualifications to act as Property Trustee under Section 6.3(a) (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Administrative Trustees and the Sponsor. The Trustee that acts as Delaware
Trustee shall not be removed in accordance with Section 6.6(a) until a successor
Trustee possessing the qualifications to act as Delaware Trustee under Sections
6.2 and 6.4 (a "Successor Delaware Trustee") has been appointed and has accepted
such appointment by written instrument executed by such Successor Delaware
Trustee and delivered to the Administrative Trustees and the Sponsor.

     (c)  A Trustee appointed to office shall hold office until his or its
successor shall have been appointed, until his death or its dissolution or until
his or its removal or resignation. Any Trustee may resign from office (without
need for prior or subsequent accounting) by an instrument in writing signed by
the Trustee and delivered to the Sponsor and the Trust, which resignation shall
take effect upon such delivery or upon such later date as is specified therein;
provided, however, that:

          (i)  No such resignation of the Trustee that acts as the Property
     Trustee shall be effective:

               (A)  until a Successor Property Trustee has been appointed and
          has accepted such appointment by instrument executed by such Successor
          Property Trustee and delivered to the Trust, the Sponsor and the
          resigning Property Trustee; or

               (B)  until the assets of the Trust have been completely
          liquidated and the proceeds thereof distributed to the holders of the
          Securities; and

          (ii)  no such resignation of the Trustee that acts as the Delaware
     Trustee shall be effective until a Successor Delaware Trustee has been
     appointed and has accepted such appointment by instrument executed by such
     Successor Delaware Trustee and delivered to the Trust, the Sponsor and the
     resigning Delaware Trustee.

     (d)  The Holders of the Common Securities shall use their best efforts to
promptly appoint a Successor Delaware Trustee or Successor Property Trustee, as
the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 6.6.

     (e)  If no Successor Property Trustee or Successor Delaware Trustee, as the
case may be, shall have been appointed and accepted appointment as provided in
this Section 6.6 within 60 days after delivery to the Sponsor and the Trust of
an instrument of resignation or removal, the

                                       31
<PAGE>

resigning or removed Property Trustee or Delaware Trustee, as applicable, may
petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee, as applicable. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Property Trustee or Successor Delaware Trustee, as the case may be.

     (f)  No Property Trustee or Delaware Trustee shall be liable for the acts
or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

     Section 6.7  Vacancies among Trustees. If a Trustee ceases to hold office
                  ------------------------
for any reason and the number of Trustees is not reduced pursuant to Section
6.1, or if the number of Trustees is increased pursuant to Section 6.1, a
vacancy shall occur. A resolution certifying the existence of such vacancy by
the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance with
Section 6.6.

     Section 6.8  Effect of Vacancies.  The death, resignation, retirement,
                  -------------------
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul, dissolve or
terminate the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 6.6, the Administrative
Trustees in office, regardless of their number, shall have all the powers
granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

                                       32
<PAGE>

     Section 6.9  Meetings.  If there is more than one Administrative Trustee,
                  --------
meetings of the Administrative Trustees shall be held from time to time upon the
call of any Administrative Trustee. Regular meetings of the Administrative
Trustees may be held at a time and place fixed by resolution of the
Administrative Trustees. Notice of any in-person meetings of the Administrative
Trustees shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 48 hours before
such meeting. Notice of any telephonic meetings of the Administrative Trustees
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Trust Agreement, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter, provided that a Quorum is present, or without a meeting
by the unanimous written consent of the Administrative Trustees. In the event
there is only one Administrative Trustee, any and all action of such
Administrative Trustee shall be evidenced by a written consent of such
Administrative Trustee.

     Section 6.10  Delegation of Power.
                   -------------------
     (a)  Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any natural person over the age of 21 his, her or
its power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing.

     (b)  The Administrative Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

     Section 6.11  Merger, Conversion, Consolidation or Succession to Business.
                   -----------------------------------------------------------
Any corporation into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee that is not a natural person may be merged or converted
or with such Trustee may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of such Trustee shall be the successor of such Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                       33
<PAGE>

                                   ARTICLE 7
                              TERMS OF SECURITIES

     Section 7.1  General Provisions Regarding Securities.
                  ---------------------------------------
     (a)  The Administrative Trustees shall on behalf of the Trust issue one
class of Trust Preferred Securities representing undivided beneficial interests
in the assets of the Trust and one class of Common Securities representing
undivided beneficial interests in the assets of the Trust.

          (i) Trust Preferred Securities. On the initial Closing Date, an
     Administrative Trustee, on behalf of the Trust, shall execute and deliver
     to the underwriters named in the underwriting agreement relating to such
     Trust Preferred Securities, a Trust Preferred Securities Certificate or
     Certificates, registered in the name of the initial Depositary or its
     nominee, in an initial aggregate amount of ______ Trust Preferred
     Securities against receipt of the purchase price specified in the
     underwriting agreement. The Trust Preferred Securities issued on the
     initial Closing Date shall have an aggregate Liquidation Amount with
     respect to the assets of the Trust of _________ dollars ($_________).
     Pursuant to the procedures established in an Officers' Certificate, the
     Trust may subsequently issue from time to time Tranches of Trust Preferred
     Securities. The Trust Preferred Securities and any subsequent Tranches
     thereof are hereby designated for identification purposes only as "CSX
     Capital Trust I __% Trust Preferred Securities" (the "Trust Preferred
     Securities"). The Trust Preferred Security Certificates evidencing the
     Trust Preferred Securities shall be substantially in the form of Exhibit A
     to this Trust Agreement, with such changes and additions thereto or
     deletions therefrom as may be required by ordinary usage, custom or
     practice or to conform to the rules of any stock exchange or quotation
     system on which the Trust Preferred Securities are listed or quoted.

          (ii)  Common Securities. On the initial Closing Date, an
     Administrative Trustee, on behalf of the Trust, shall execute and deliver
     to the Sponsor Common Securities Certificates, registered in the name of
     the Sponsor, in an initial aggregate amount of _____ Common Securities
     against payment by the Sponsor of ________ dollars ($________). The Common
     Securities issued on the initial Closing Date shall have an initial
     aggregate Liquidation Amount with respect to the assets of the Trust of
     ___________ dollars ($_______). Pursuant to the procedures established in
     an Officers' Certificate, the Trust may subsequently issue from time to
     time Tranches of Common Securities. The Common Securities and any
     subsequent Tranches thereof are hereby designated for identification
     purposes only as "CSX Capital Trust I __% Common Securities" (the "Common
     Securities" and, together with the Trust Preferred Securities, the
     "Securities"). The Common Security Certificates evidencing the Common
     Securities shall be substantially in the form of Exhibit B to this Trust
     Agreement, with such changes and additions thereto or deletions therefrom
     as may be required by ordinary usage, custom or practice.

                                       34
<PAGE>

          (iii)  On the initial Closing Date, an Administrative Trustee, on
     behalf of the Trust, shall subscribe for and purchase from the Sponsor
     Debentures, registered in the name of the Property Trustee, on behalf of
     the Trust and the Holders and having an initial aggregate principal amount
     equal to __________ dollars ($_________). To the extent subsequent Tranches
     of Securities are issued, an Administrative Trustee, on behalf of the
     Trust, shall subscribe to and purchase from the Sponsor on subsequent
     Closing Dates additional Debentures, registered in the name of the Property
     Trustee, on behalf of the Trust and the Holders having an aggregate
     principal amount equal to the aggregate Liquidation Amount of such Tranches
     of Securities.

     (b) Payment of Distributions on, and payment of the Redemption Price upon a
redemption of, the Trust Preferred Securities and the Common Securities, as
applicable, shall be made Pro Rata based on the Liquidation Amount of such Trust
Preferred Securities and Common Securities; provided, however, that if on any
date on which amounts payable on distribution or redemption, an Indenture Event
of Default shall have occurred and be continuing, no payment of any Distribution
on, or Redemption Price of, any of the Common Securities, and no other payment
on account of the redemption, liquidation or other acquisition of such Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions on all of the outstanding Trust Preferred Securities for
all Distribution periods terminating on or prior thereto, or, in the case of
amounts payable on redemption, the full amount of the Redemption Price for all
of the outstanding Trust Preferred Securities then called for redemption, shall
have been made or provided for, and all funds available to the Property Trustee
shall first be applied to the payment in full in cash of all Distributions on,
or the Redemption Price of, the Trust Preferred Securities then due and payable.
The Trust shall issue no securities or other interests in the assets of the
Trust other than the Trust Preferred Securities and the Common Securities.

     (c) The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Administrative Trustee. In case an
Administrative Trustee of the Trust who shall have signed any of the
Certificates shall cease to be such an Administrative Trustee before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such Certificates
had not ceased to be such an Administrative Trustee; and any Certificate may be
signed on behalf of the Trust by any person who, at the actual date of execution
of such Certificate, shall be an Administrative Trustee of the Trust, although
at the date of the execution and delivery of the Trust Agreement such person was
not such an Administrative Trustee. Certificates shall be printed, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to the Administrative Trustees, as evidenced by an Administrative Trustee's
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the
Administrative Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation of any stock exchange or quotation
system on which Securities may be listed or quoted, or to conform to usage.

                                       35
<PAGE>

     A Certificate representing Trust Preferred Securities shall not be valid
until authenticated by the manual signature of an authorized officer of the
Property Trustee. Such signature shall be conclusive evidence that such
Certificate has been authenticated under this Trust Agreement.

     The Trust Preferred Security Certificates shall be dated their date of
authentication.

     Upon a written order of the Trust signed by one Administrative Trustee, the
Property Trustee shall (i) concurrently with the initial issuance of the
Securities, authenticate the Certificates representing Trust Preferred
Securities for original issue to be issued at that time and (ii) concurrently
with each periodic issuance of Tranches, evidence the current number of
outstanding Trust Preferred Securities by endorsing Schedule A to each
Certificate therefor.

     The Property Trustee may appoint an authenticating agent acceptable to the
Trust to authenticate Certificates. An authenticating agent may authenticate
Certificates whenever the Property Trustee may do so. Each reference in this
Trust Agreement to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee to deal with the Sponsor or an Affiliate of the Sponsor.

     (d)  The consideration received by the Trust for each issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

     (e)  Except to the extent set forth in Section 9.1(b), upon each issuance
of the Securities as provided in this Trust Agreement, the Securities so issued
shall be deemed to be validly issued, fully paid and non-assessable undivided
beneficial ownership interests in the assets of the Trust.

     (f)  Every Person, by virtue of having become a Holder or a Trust Preferred
Security Beneficial Owner in accordance with the terms of this Trust Agreement,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Trust Agreement and the terms of the Securities, the
Guarantee, the Indenture and the Debentures.

     (g)  The holders of the Securities shall have no preemptive or similar
rights.

     (h)  To the extent the Trust issues additional Tranches, (A) the Property
Trustee shall (i) increase the number of Trust Preferred Securities evidenced by
each Certificate therefor by adjusting its books and records to reflect the
increase in the aggregate outstanding amount and (ii) instruct the Depositary to
credit the account of the purchaser of the Tranche of Trust Preferred Securities
and (B) an Administrative Trustee shall increase the number of Common Securities
evidenced by each Certificate therefor by [appropriate endorsement on Schedule A
to each such Certificate][adjusting its books and records to reflect the
increase in the aggregate outstanding amount].

     Section 7.2  Distributions.
                  -------------

     (a)  Holders of Securities shall be entitled to receive cumulative cash
Distributions at the rate per annum of __% of the stated Liquidation Amount of
$1,000 per Security. The amount of Distributions payable for any period shall be
computed on the basis of a [360-day year of

                                       36
<PAGE>

twelve 30-day months]. The amount of Distributions payable for any period
shorter than a full semi-annual distribution period shall be computed on the
basis of a [30-day month and for periods of less than a month, the actual number
of days elapsed per 30-day month]. Subject to Section 7.1(b), Distributions
shall be made on the Trust Preferred Securities and the Common Securities on a
Pro Rata basis. Except in the event that the Sponsor exercises its right to
extend the interest payment period for the Debentures pursuant to Article IV of
the _________ Supplemental Indenture (an "Exclusion Period"), Distributions on
the Securities shall, from the date of original issue, accrue and be cumulative
and shall be payable semi-annually, in arrears, on the ___ day of each _____ and
_____, commencing ________, when, as and if available for payment, by the
Property Trustee, except as otherwise described below. Distributions are payable
only to the extent that payments are made in respect of the Debentures held by
the Property Trustee and to the extent that the Trust has funds available for
the payment of such Distributions in the Property Account.

     (b)  Distributions not paid on the scheduled payment date will accumulate
and compound (including interest payable on unpaid interest at the percentage
rate per annum set forth above, to the extent permitted by applicable law) semi-
annually at the rate of __% per annum ("Compounded Distributions").
"Distributions" shall mean ordinary cumulative distributions together with any
Compounded Distributions or any payment of Additional Tax Sums.

     (c)  If and to the extent that the Debenture Issuer makes a payment of
interest, premium and/or principal on the Debentures held by the Property
Trustee or any payment of Additional Tax Sums (the amount of any such payments
being a "Payment Amount"), the Property Trustee shall and is directed, to the
extent funds are available for that purpose, to make a Pro Rata distribution of
the Payment Amount to Holders, subject to Section 7.1(b).

     (d)  Distributions on the Securities shall be payable to the Holders
thereof as they appear on the register of the Trust as of the close of business
on the relevant record dates. While the Trust Preferred Securities are
represented by one or more Global Securities, the relevant record dates shall be
the close of business on the Business Day next preceding such Distribution
payment date, unless a different regular record date is established or provided
for the corresponding interest payment date on the Debentures. The relevant
record dates for the Common Securities shall be the same as for the Trust
Preferred Securities. If the Trust Preferred Securities shall not continue to
remain represented by one or more Global Securities, the relevant record dates
for the Trust Preferred Securities shall be selected by the Administrative
Trustees and shall be more than 14 days but no less than 60 days prior to the
relevant payment dates. At all times, the Distribution payment dates shall
correspond to the interest payment dates on the Debentures. Distributions
payable on any Securities that are not punctually paid on any Distribution
payment date, as a result of the Debenture Issuer having failed to make a
payment under the Debentures, shall cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined with respect to the related interest payment date pursuant to the
Indenture. If any date on which Distributions are payable on the Securities is
not a Business Day, then payment of the Distribution payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay),

                                       37
<PAGE>

except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding day which is a Business Day,
in each case with the same force and effect as if made on such payment date.

     (e)  In the event that there is any money or other property held by or for
the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata among the Holders of the Securities.

     Section 7.3  Redemption of Securities.
                  ------------------------

     (a)  Upon the repayment or redemption, in whole or in part, of the
Debentures held by the Trust, whether at the stated maturity of the Debentures
or upon earlier redemption or acceleration as provided in the Indenture, the
proceeds from such repayment or redemption shall be simultaneously applied Pro
Rata (subject to Section 7.1(b)) to redeem Securities having an aggregate
Liquidation Amount equal to the aggregate principal amount of the Debentures so
repaid or redeemed at the Redemption Price. Holders shall be given not less than
20 nor more than 60 days notice of such redemption in accordance with Section
7.4.

     (b)  On the date fixed for any distribution of Debentures, upon dissolution
of the Trust, (i) the Securities will no longer be deemed to be outstanding and
(ii) certificates representing Securities will be deemed to represent the
Debentures having an aggregate principal amount equal to the stated Liquidation
Amount of, and bearing accrued and unpaid interest equal to accrued and unpaid
distributions on, such Securities until such certificates are presented to the
Sponsor or its agent for transfer or reissuance.

     (c)  Certificates called for redemption in whole must be surrendered to the
Paying Agent in order to receive payment of the Redemption Price.

     Section 7.4  Redemption Procedures.
                  ---------------------

     (a)  Notice of any redemption of, or notice of distribution of Debentures
in exchange for, the Securities (a "Redemption/Distribution Notice"), which
notice shall be irrevocable, will be given by the Trust by mail to each Holder
of Securities to be redeemed or exchanged not fewer than 20 nor more than 60
days before the date fixed for redemption or exchange thereof which, in the case
of a redemption, will be the date fixed for redemption of or the date of final
maturity of the Debentures. For purposes of the calculation of the date of
redemption or exchange and the dates on which notices are given pursuant to this
Section 7.4(a), a Redemption/Distribution Notice shall be deemed to be given on
the day such notice is first mailed by first-class mail, postage prepaid, to
Holders of Securities. Each Redemption/Distribution Notice shall be addressed to
the Holders of Securities at the address of each such Holder appearing in the
register of the Trust. No defect in the Redemption/ Distribution Notice or in
the mailing of either thereof with respect to any Holder shall affect the
validity of the redemption or exchange proceedings with respect to any other
Holder.

     (b)  If fewer than all the outstanding Securities are to be so redeemed,
the Common Securities and the Trust Preferred Securities will be redeemed Pro
Rata (subject to Section 7.1(b)) and the Trust Preferred Securities to be
redeemed will be redeemed as described in Section 7.4(c) below. The Trust may
not redeem the Securities in part unless all accumulated and

                                       38
<PAGE>

unpaid Distributions to the date of redemption have been paid in full on all
Securities then outstanding. For all purposes of this Trust Agreement, unless
the context otherwise requires, all provisions relating to the redemption of
Trust Preferred Securities shall relate, in the case of any Trust Preferred
Security redeemed or to be redeemed only in part, to the portion of the
aggregate Liquidation Amount of Trust Preferred Securities which has been or is
to be redeemed.

     (c)  Subject to the Trust's fulfillment of the notice requirements set
forth in Section 7.4(a) above, if Securities are to be redeemed, then (i) with
respect to Trust Preferred Securities represented by one or more Global
Securities, by 2:00 p.m., New York City time, on the redemption date (provided
that the Debenture Issuer has paid the Property Trustee a sufficient amount of
immediately available funds in connection with the related redemption or
maturity of the Debentures), the Property Trustee will deposit irrevocably with
the Depositary or its nominee (or successor Clearing Agency or its nominee)
funds sufficient to pay the applicable Redemption Price with respect to the
Trust Preferred Securities and will give the Depositary irrevocable instructions
and authority to pay the Redemption Price to the Holders of the Trust Preferred
Securities and (ii) with respect to Securities not represented by one or more
Global Securities (provided that the Debenture Issuer has paid the Property
Trustee a sufficient amount of immediately available funds in connection with
the related redemption or maturity of the Debentures), the Paying Agent will pay
the relevant Redemption Price to the Holders of such Securities by check mailed
to the address of the relevant Holder appearing on the register of the Trust on
the redemption date. If any date fixed for redemption of Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay) except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date fixed for redemption. If payment of the Redemption Price
in respect of any Securities is improperly withheld or refused and not paid
either by the Property Trustee or by the Sponsor as guarantor pursuant to the
Guarantee, Distributions on such Securities will continue to accrue at the then
applicable rate from the original redemption date to the actual date of payment,
in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price. For these purposes,
the applicable Redemption Price shall not include Distributions which are being
paid to Holders who were Holders on a relevant record date. If a
Redemption/Distribution Notice shall have been given and funds deposited or paid
as required, then immediately prior to the close of business on the date of such
deposit or payment, Distributions will cease to accrue on the Securities called
for redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders to receive the Redemption
Price, but without interest on such Redemption Price, and from and after the
date fixed for redemption, such Securities will cease to be outstanding.

     Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have been
called for redemption, except in the case of any Securities being redeemed in
part, any portion thereof not to be redeemed.

     (d)  Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), the Debenture Issuer or its
subsidiaries may at any time and from

                                       39
<PAGE>

time to time purchase outstanding Trust Preferred Securities by tender, in the
open market or by private agreement.

     Section 7.5  Voting Rights of Trust Preferred Securities.
                  -------------------------------------------
     (a)  Except as provided under Section 11.1 and this Article 7 and as
otherwise required by the Business Trust Act, the Trust Indenture Act and other
applicable law, the Holders of the Trust Preferred Securities shall have no
voting rights.

     (b)  Subject to the requirement of the Property Trustee obtaining a tax
opinion in certain circumstances set forth in Section 7.5(d) below, the Holders
of a Majority in Liquidation Amount of the Trust Preferred Securities voting
separately as a class have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
to direct the exercise of any trust or power conferred upon the Property Trustee
under the Trust Agreement, including the right to direct the Property Trustee,
as Holder of the Debentures, to (i) exercise the remedies available to it under
the Indenture as a Holder of the Debentures; (ii) consent to any amendment or
modification of the Indenture or the Debentures where such consent shall be
required (iii) waive any past default and its consequences that is waivable
under Section 512 of the Indenture or (iv) cancel an acceleration of the
principal of the Debentures; provided, however, that if an Indenture Event of
Default has occurred and is continuing, then the Holders of 25% of the aggregate
Liquidation Amount of the Trust Preferred Securities may direct the Property
Trustee to declare the principal of and interest on the Debentures due and
payable; provided, further, that where a consent or action under the Indenture
would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated Liquidation Amount of the Trust Preferred
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to give such consent to take such
action; provided, further, that (subject to the provisions of Section 3.9) the
Property Trustee shall have the right to decline to follow any such direction if
the Property Trustee shall determine that the action so directed would be
unjustly prejudicial to the Holders of Trust Preferred Securities not taking
part in such direction or if the Property Trustee, being advised by counsel,
determines that the action or proceeding so directed may not lawfully be taken
or if the Property Trustee, in good faith, by its board of directors or
trustees, executive committee, or a trust committee of directors or trustees,
and/or Responsible Officers, shall determine that the action or proceeding so
directed would involve the Property Trustee in personal liability.

     (c)  If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Trust Preferred Securities has made a written
request, such Holder of Trust Preferred Securities may, to the extent permitted
by applicable law, institute a legal proceeding directly against the Debenture
Issuer to enforce the Property Trustee's rights under the Indenture without
first instituting any legal proceeding against the Property Trustee or any other
Person. In addition, if a Trust Enforcement Event has occurred and is continuing
and such event is attributable to the failure of the Debenture Issuer to make
any interest, principal or other required payments when due under the Indenture,
then a Holder of Trust Preferred Securities may directly institute a Direct
Action against the Debenture Issuer on or after the respective due date
specified in the Debentures.

                                       40
<PAGE>

     (d)  Subject to Section 2.7, the Property Trustee shall notify all Holders
of the Trust Preferred Securities of any notice of any Indenture Event of
Default received from the Debenture Issuer with respect to the Debentures. Such
notice shall state that such Indenture Event of Default also constitutes a Trust
Enforcement Event. Except with respect to directing the time, method, and place
of conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clauses 7.5(b)(i) and (ii)
above unless the Property Trustee has obtained an opinion of independent tax
counsel to the effect that the Trust will not fail to be classified as a grantor
trust for United States federal income tax purposes as a result of such action,
and each Holder will be treated as owning an undivided beneficial ownership
interest in the Debentures.

     (e)  In the event the consent of the Property Trustee, as the Holder of the
Debentures, is required under the Indenture with respect to any amendment or
modification of the Indenture, the Property Trustee shall request the direction
of the Holders of the Securities with respect to such amendment or modification
and shall vote with respect to such amendment or modification as directed by not
less than a Majority in Liquidation Amount of the Securities voting together as
a single class; provided, however, that where a consent under the Indenture
would require the consent of the Holders of more than a majority of the
aggregate principal amount of the Debentures, the Property Trustee may only give
such consent at the direction of the Holders of at least the same proportion in
aggregate stated Liquidation Amount of the Securities. The Property Trustee
shall not take any such action in accordance with the directions of the Holders
of the Securities unless the Property Trustee has obtained an opinion of
independent tax counsel to the effect that the Trust will not be classified as
other than a grantor trust for United States federal income tax purposes as a
result of such action, and each Holder will be treated as owning an undivided
beneficial ownership interest in the Debentures.

     (f)  A waiver of an Indenture Event of Default with respect to the
Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

     (g) Any required approval or direction of Holders of Trust Preferred
Securities may be given at a separate meeting of Holders of Trust Preferred
Securities convened for such purpose, at a meeting of both the Holders of Common
Securities and the Holders of Trust Preferred Securities or pursuant to written
consent. The Administrative Trustees will cause a notice of any meeting at which
Holders of Trust Preferred Securities are entitled to vote to be mailed to each
Holder of record of Trust Preferred Securities. Each such notice will include a
statement setting forth (i) the date of such meeting, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote and (iii) instructions for the delivery of proxies.

     (h)  No vote or consent of the Holders of Trust Preferred Securities shall
be required for the Trust to redeem and cancel Trust Preferred Securities or
distribute Debentures in accordance with this Trust Agreement and the terms of
the Securities.

     (i)  Notwithstanding that Holders of Trust Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Securities that are owned at such time by the Debenture Issuer, any
Administrative Trustee or any entity directly or indirectly controlled by, or
under direct or indirect common control with, the Debenture Issuer or any
Administrative Trustee, shall not be entitled to vote or consent and shall, for
purposes of such

                                       41
<PAGE>

vote or consent, be treated as if such Securities were not outstanding;
provided, however, that persons otherwise eligible to vote to whom the Debenture
Issuer or any of its subsidiaries have pledged Trust Preferred Securities may
vote or consent with respect to such pledged Trust Preferred Securities under
any of the circumstances described herein.

     (j)  Subject to Sections 6.6(a) and 7.5(k), Holders of the Trust Preferred
Securities shall have no rights to appoint or remove the Trustees, who may be
appointed, removed or replaced solely by the Common Securities Holder.

     (k)  Subject to the rights of the Holders of a Majority in Liquidation
Amount of the Common Securities to appoint or remove Administrative Trustees as
provided in Section 6.6(a)(iii), if an Indenture Event of Default has occurred
and is continuing, the Trustees may be removed at such time only by a Majority
in Liquidation Amount of the Trust Preferred Securities.

     Section 7.6  Voting Rights of Common Securities.
                  ----------------------------------

     (a)  Except as provided under Section 6.1(b), this Section 7.6 or Section
11.1 or as otherwise required by the Business Trust Act, the Trust Indenture Act
or other applicable law or provided by the Trust Agreement, the Holders of the
Common Securities will have no voting rights.

     (b)  Subject to Sections 6.6(a) and 7.5(k), the Holders of the Common
Securities shall be entitled, in accordance with Article 6 of this Trust
Agreement, to vote to appoint, remove or replace any Trustee or to increase or
decrease the number of Trustees.

     (c)  Subject to Section 2.6 and only after all Trust Enforcement Events
with respect to the Trust Preferred Securities have been cured, waived, or
otherwise eliminated and subject to the requirement of the Property Trustee
obtaining a tax opinion in certain circumstances set forth in this paragraph
(c), the Holders of a Majority in Liquidation Amount of the Common Securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Property Trustee, or direct the exercise of any
trust or power conferred upon the Property Trustee under this Trust Agreement,
including the right to direct the Property Trustee, as Holder of the Debentures,
to (i) exercise the remedies available to it under the Indenture as a Holder of
the Debentures, (ii) consent to any amendment or modification of the Indenture
or the Debentures where such consent shall be required or (iii) waive any past
default and its consequences that is waivable under Section 513 of the
Indenture; provided, however, that where a consent or action under the Indenture
would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated Liquidation Amount of the Common
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to have such consent or take such
action; provided, further, that (subject to the provisions of Section 3.9) the
Property Trustee shall have the right to decline to follow any such direction if
the Property Trustee shall determine that the action so directed would be
unjustly prejudicial to the Holders of Common Securities not taking part in such
direction or if the Property Trustee, being advised by counsel, determines that
the action or proceeding so directed may not lawfully be taken or if the
Property Trustee, in good faith, by its board of directors or trustees,
executive

                                       42
<PAGE>

committee, or a trust committee of directors or trustees, and/or Responsible
officers, shall determine that the action or proceeding so directed would
involve the Property Trustee in personal liability. Except with respect to
directing the time, method, and place of conducting a proceeding for a remedy,
the Property Trustee shall be under no obligation to take any of the actions
described in clauses 7.6(c)(i) and (ii) above unless the Property Trustee has
obtained an opinion of independent tax counsel to the effect that, as a result
of such action, for United States federal income tax purposes the Trust will not
fail to be classified as a grantor trust and each Holder will be treated as
owning an undivided beneficial ownership interest in the Debentures.

     (d)  If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Common Securities has made a written request, such
Holder of Common Securities may, to the extent permitted by applicable law,
directly institute a legal proceeding directly against the Debenture Issuer to
enforce the Property Trustee's rights under the Debentures without first
instituting any legal proceeding against the Property Trustee or any other
Person.

     (e)  A waiver of an Indenture Event of Default with respect to the
Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

     (f)  Any required approval or direction of Holders of Common Securities may
be given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities or pursuant to written
consent. The Administrative Trustees will cause a notice of any meeting at which
Holders of Common Securities are entitled to vote to be mailed to each Holder of
record of Common Securities. Each such notice will include a statement setting
forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
and (iii) instructions for the delivery of proxies.

     (g)  No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
Debentures in accordance with the Trust Agreement and the terms of the
Securities.

     Section 7.7  Paying Agent. The Trust shall maintain in the Borough of
                  ------------
Manhattan, City of New York, State of New York, an office or agency where the
Trust Preferred Securities may be presented for payment ("Paying Agent"). The
Trust may appoint the Paying Agent and may appoint one or more additional Paying
Agents in such other locations as it shall determine. The term "Paying Agent"
includes any additional Paying Agent. The Trust may change any Paying Agent
without prior notice to the Holders. The Trust shall notify the Property Trustee
of the name and address of any Paying Agent not a party to this Trust Agreement.
If the Trust fails to appoint or maintain another entity as Paying Agent, the
Property Trustee shall act as such. The Trust or any of its Affiliates may act
as Paying Agent. The Property Trustee shall initially act as Paying Agent for
the Securities. In the event the Property Trustee shall no longer be the Paying
Agent, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company acceptable to the Debenture Issuer) to act as Paying
Agent. The Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Property Trustee and the Debenture Issuer.

     Section 7.8  [INTENTIONALLY OMITTED]
                  -----------------------

                                       43
<PAGE>

     Section 7.9  Transfer of Securities.
                  ----------------------

     (a)  Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Trust Agreement and in the terms
of the Securities. To the fullest extent permitted by law, any transfer or
purported transfer of any Security not made in accordance with this Trust
Agreement shall be null and void.

     (b)  (i)  Subject to this Article 7, Trust Preferred Securities shall be
          freely transferable.

          (ii) The Holder of the Common Securities may not transfer the Common
     Securities except (A) in compliance with a consolidation, merger, sale,
     conveyance or lease of the Sponsor in compliance with Article Eight of the
     Indenture or (B) to the Sponsor or an Affiliate thereof in compliance with
     applicable law, including the Securities Act and applicable state
     securities and blue sky laws. To the fullest extent permitted by law, any
     attempted transfer of the Common Securities other than as set forth in the
     immediately preceding sentence shall be null and void.

     (c)  The Trust shall cause to be kept at the Corporate Trust Office of the
Property Trustee a register (the register maintained in such office being herein
sometimes referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Trust shall provide for the
registration of Trust Preferred Securities and of transfers of Trust Preferred
Securities. The Property Trustee is hereby appointed "Security Registrar" for
the purpose of registering Trust Preferred Securities and transfers of Trust
Preferred Securities as herein provided.

     (d)  Upon surrender for registration of transfer of any Security at an
office or agency of the Trust designated for such purpose, the Trust shall
execute, and in the case of Trust Preferred Securities the Property Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denominations and of a
like aggregate principal amount.

     (e)  At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Trust shall
execute, and in the case of Trust Preferred Securities the Property Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

     (f)  Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Trust or the Property Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Trust and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

     (g)  No service charge shall be made for any registration of transfer or
exchange of Securities, but the Trust may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities.

                                       44
<PAGE>

     (h)  If the Securities are to be redeemed in part, the Trust shall not be
required (A) to issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for
redemption under Section 7.4 and ending at the close of business on the day of
such mailing, or (B) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

     Section 7.10  Mutilated, Destroyed, Lost or Stolen Certificates. If:
                   -------------------------------------------------

     (a)  any mutilated Certificates should be surrendered to the Administrative
Trustees or the Property Trustee, or if the Administrative Trustees and the
Property Trustee shall receive evidence to their satisfaction of the
destruction, loss or theft of any Certificate; and

     (b)  there shall be delivered to the Administrative Trustees and the
Property Trustee such security or indemnity as may be required by them to keep
each of the Trustees, the Sponsor and the Trust harmless, then, in the absence
of notice that such Certificate shall have been acquired by a protected
purchaser, any Administrative Trustee on behalf of the Trust shall execute and
deliver and, with respect to Trust Preferred Securities Certificates, the
Property Trustee shall authenticate, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
denomination.

     In connection with the issuance of any new Certificate under this Section
7.10, the Administrative Trustees may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time. The provisions of this Section
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, destroyed, lost or stolen
Certificates.

     Section 7.11  Deemed Security Holders. The Trustees may treat the Person in
                   -----------------------
whose name any Certificate shall be registered on the register of the Trust as
the sole holder of such Certificate and of the Securities represented by such
Certificate for purposes of receiving Distributions (subject to Section 7.2(d))
and for all other purposes whatsoever and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such Certificate or in
the Securities represented by such Certificate on the part of any Person,
whether or not the Trust shall have actual or other notice thereof.

     Section 7.12  Global Securities. The Trust Preferred Securities may be
                   -----------------
issued in the form of one or more Global Securities. If the Trust Preferred
Securities are to be issued in the form of one or more Global Securities, then
an Administrative Trustee on behalf of the Trust shall execute and the Property
Trustee shall authenticate and deliver one or more Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate
Liquidation Amount of all of the Trust Preferred Securities to be issued in the
form of Global Securities and not yet cancelled, (ii) shall be registered in the
name of the Depositary for such Global Security or the nominee of such
Depositary, and (iii) shall be delivered by the Property

                                       45
<PAGE>

Trustee to such Depositary or pursuant to such Depositary's instructions. Global
Securities shall bear a legend substantially to the following effect:

          "This Trust Preferred Security is a Global Security within the meaning
     of the Trust Agreement hereinafter referred to and is registered in the
     name of The Depository Trust Company, a New York corporation (the
     "Depositary"), or a nominee of the Depositary. This Trust Preferred
     Security is exchangeable for Trust Preferred Securities registered in the
     name of a person other than the Depositary or its nominee only in the
     limited circumstances described in the Trust Agreement and no transfer of
     this Trust Preferred Security (other than a transfer of this Trust
     Preferred Security as a whole by the Depositary to a nominee of the
     Depositary or by a nominee of the Depositary to the Depositary or another
     nominee of the Depositary) may be registered except in limited
     circumstances.

          Unless this Trust Preferred Security Certificate is presented by an
     authorized representative of the Depositary to CSX Capital Trust I or its
     agent for registration of transfer, exchange or payment, and any Trust
     Preferred Security Certificate issued is registered in the name of Cede &
     Co. or such other name as requested by an authorized representative of the
     Depositary (and any payment hereon is made to Cede & Co. or to such other
     entity as is requested by an authorized representative of the Depositary),
     ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
     ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
     has an interest herein."

     Trust Preferred Securities not represented by a Global Security issued in
exchange for all or a part of a Global Security pursuant to this Section 7.12
shall be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Property Trustee. Upon execution and
authentication, the Property Trustee shall deliver such Trust Preferred
Securities not represented by a Global Security to the Persons in whose names
such definitive Trust Preferred Securities are so registered.

     At such time as all interests in Global Securities have been redeemed,
repurchased or cancelled, such Global Securities shall be, upon receipt thereof,
cancelled by the Property Trustee in accordance with standing procedures of the
Depositary. At any time prior to such cancellation, if any interest in Global
Securities is exchanged for Trust Preferred Securities not represented by a
Global Security, redeemed, cancelled or transferred to a transferee who receives
Trust Preferred Securities not represented by a Global Security therefor or any
Trust Preferred Security not represented by a Global Security is exchanged or
transferred for part of Global Securities, the principal amount of such Global
Securities shall, in accordance with the standing procedures of the Depositary,
be reduced or increased, as the case may be, and an endorsement shall be made on
such Global Securities by the Property Trustee to reflect such reduction or
increase.

     The Trust and the Property Trustee may for all purposes, including the
making of payments due on the Trust Preferred Securities, deal with the
Depositary as the authorized representative of the Holders for the purposes of
exercising the rights of Holders hereunder. The

                                       46
<PAGE>

rights of the owner of any beneficial interest in a Global Security shall be
limited to those established by law and agreements between such owners and
depository participants provided, that no such agreement shall give any rights
to any Person against the Trust or the Property Trustee without the written
consent of the parties so affected. Multiple requests and directions from and
votes of the Depositary as holder of Trust Preferred Securities in global form
with respect to any particular matter shall not be deemed inconsistent to the
extent they do not represent an amount of Trust Preferred Securities in excess
of those held in the name of the Depositary or its nominee.

     If at any time the Depositary for any Trust Preferred Securities
represented by one or more Global Securities notifies the Trust that it is
unwilling or unable to continue as Depositary for such Trust Preferred
Securities or if at any time the Depositary for such Trust Preferred Securities
shall no longer be eligible to act as such under the Exchange Act, the Trust
shall appoint a successor Depositary with respect to such Trust Preferred
Securities. If a successor Depositary for such Trust Preferred Securities is not
appointed by the Trust within 90 days after the Trust receives such notice or
becomes aware of such ineligibility, the Trust's election that such Trust
Preferred Securities be represented by one or more Global Securities shall no
longer be effective and the Trust shall execute, and the Property Trustee will
authenticate and deliver, Trust Preferred Securities in definitive registered
form, in any authorized denominations, in an aggregate Liquidation Amount equal
to the principal amount of the Global Security representing such Trust Preferred
Securities in exchange for such Global Security.

     The Trust may at any time and in its sole discretion determine that the
Trust Preferred Securities issued in the form of one or more Global Securities
shall no longer be represented by a Global Security. In such event the Trust
shall execute, and the Property Trustee, shall authenticate and deliver, Trust
Preferred Securities in definitive registered form, in any authorized
denominations, in an aggregate Liquidation Amount equal to the principal amount
of the Global Security representing such Trust Preferred Securities, in exchange
for such Global Security.

     Notwithstanding any other provisions of this Trust Agreement (other than
the provisions set forth in Section 7.9), Global Securities may not be
transferred as a whole except by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

     Subject to the limitations set forth in the three preceding paragraphs,
interests of beneficial owners in a Global Security may be transferred or
exchanged for Trust Preferred Securities not represented by a Global Security
and Trust Preferred Securities not represented by a Global Security may be
transferred or exchange for Global Securities in accordance with rules of the
Depositary and the provisions of Section 7.9.

     Section 7.13  [INTENTIONALLY OMITTED]
                   -----------------------

     Section 7.14  Cancellation. All Certificates surrendered for payment,
                   ------------
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Property Trustee, be delivered to the Property Trustee and
shall be promptly cancelled by it. No

                                       47
<PAGE>

Certificates shall be executed or authenticated in lieu of or in exchange for
any Certificates cancelled as provided in this Section, except as permitted by
this Trust Agreement. All cancelled Certificates held by the Property Trustee
shall be disposed of by it in accordance with its customary procedures.


                                   ARTICLE 8
                      DISSOLUTION AND TERMINATION OF TRUST

     Section 8.1  Dissolution and Termination of Trust.
                  ------------------------------------

     (a)  The Trust shall dissolve upon the earliest of:

               (i)   a Bankruptcy Event of the Holder of the Common Securities
          or the Sponsor;

               (ii)  the filing of a certificate of dissolution or its
          equivalent with respect to the Sponsor; the dissolution of the Trust
          after obtaining the consent of the Holders of at least a Majority in
          Liquidation Amount of the Securities to dissolve the Trust; or the
          revocation of the Sponsor's charter and the expiration of 90 days
          after the date of revocation without a reinstatement thereof;

               (iii) the entry of a decree of judicial dissolution of the
          Sponsor or the Trust;

               (iv)  the time when all of the Securities shall have been called
          for redemption and the amounts then due shall have been paid to the
          Holders in accordance with the terms of the Securities;

               (v)   at the Sponsor's election by notice and direction to the
          Property Trustee to distribute the Debentures to the Holders of the
          Securities in exchange for all of the Securities; provided that the
          Sponsor will be required to obtain an opinion of an independent tax
          counsel that the distribution of the Debentures would not result in
          the recognition of gain or loss for United States federal income tax
          purposes by the Holders of the Trust Preferred Securities; or

               (vi)  the time when all of the Administrative Trustees and the
          Sponsor shall have consented to dissolution of the Trust provided such
          action is taken before the issuance of any Securities.

     (b)  As soon as is practicable after the occurrence of an event referred to
in Section 8.1(a) and upon completion of the winding up and liquidation of the
Trust, the Trustees shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware.

     (c)  The provisions of Section 4.2 and Article 9 shall survive the
termination of the Trust.

                                       48
<PAGE>

     Section 8.2  Liquidation Distribution Upon Dissolution of the Trust.
                  ------------------------------------------------------

     (a)  In the event of any voluntary or involuntary liquidation, dissolution,
or winding-up of the Trust (each a "Liquidation"), the Holders of the Securities
on the date of the Liquidation will be entitled to receive, out of the assets of
the Trust available for distribution to Holders of Securities after satisfaction
of the Trusts' liabilities to creditors, if any, distributions in cash or other
immediately available funds in an amount equal to the aggregate of the stated
Liquidation Amount of $1,000 per Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless, in connection with such Liquidation, the Debentures
shall be distributed on a Pro Rata basis to the Holders of the Securities in
exchange for such Securities.

     (b)  If, upon any such Liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by the Trust on the Securities shall be paid on a Pro Rata basis. The Holders of
the Common Securities will be entitled to receive distributions upon any such
Liquidation Pro Rata with the Holders of the Trust Preferred Securities except
that if an Indenture Event of Default has occurred and is continuing, the Trust
Preferred Securities shall have a preference over the Common Securities with
regard to such distributions.


                                   ARTICLE 9
                          LIMITATION OF LIABILITY OF
              HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS

     Section 9.1  Liability.
                  ---------

     (a)  Except as expressly set forth in this Trust Agreement, the Guarantee
and the terms of the Securities, the Sponsor:

              (i)  shall not be personally liable for the return of any portion
          of the capital contributions (or any return thereon) of the Holders of
          the Securities which shall be made solely from assets of the Trust;
          and

              (ii) shall not be required to pay to the Trust or to any Holder of
          Securities any deficit upon dissolution of the Trust or otherwise.

     (b)  Pursuant to Section 3803(a) of the Business Trust Act, the Holders of
the Common Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware; provided, however,
the Holders of the Common Securities shall be liable for all of the debts and
obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust's assets.

     (c)  Pursuant to Section 3803(a) of the Business Trust Act, the Holders of
the Trust Preferred Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

                                       49
<PAGE>

     Section 9.2  Exculpation.
                  -----------

     (a)  No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Trust Agreement or by law, except
that an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (or ordinary
negligence in the case of the Property Trustee) or willful misconduct with
respect to such acts or omissions.

     (b)  An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has, if selected by such Indemnified Person, been selected by
such Indemnified Person with reasonable care on behalf of the Trust, including
information, opinions, reports or statements as to the value and amount of the
assets, liabilities, profits, losses or any other facts pertinent to the
existence and amount of assets from which Distributions to Holders of Securities
might properly be paid.

     Section 9.3  Fiduciary Duty.
                  --------------

     (a)  To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Trust Agreement shall not be liable to the Trust or to another Covered Person
for its good faith reliance on the provisions of this Trust Agreement. The
provisions of this Trust Agreement, to the extent that they restrict the duties
and liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Property Trustee under the Trust Indenture
Act), are agreed by the parties hereto to replace such other duties and
liabilities of such Indemnified Person.

     (b)  Unless otherwise expressly provided herein:

              (i)  whenever a conflict of interest exists or arises between any
          Covered Person and any Indemnified Person; or

              (ii) whenever this Trust Agreement or any other agreement
          contemplated herein or therein provides that an Indemnified Person
          shall act in a manner that is, or provides terms that are, fair and
          reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not

                                       50
<PAGE>

constitute a breach of this Trust Agreement or any other agreement contemplated
herein or of any duty or obligation of the Indemnified Person at law or in
equity or otherwise.

     (c)  Whenever in this Trust Agreement an Indemnified Person is permitted or
required to make a decision:

               (i) in its "discretion" or under a grant of similar authority,
          the Indemnified Person shall be entitled to consider such interests
          and factors as it desires, including its own interests, and shall have
          no duty or obligation to give any consideration to any interest of or
          factors affecting the Trust or any other Person; or

               (ii) in its "good faith" or under another express standard, the
          Indemnified Person shall act under such express standard and shall not
          be subject to any other or different standard imposed by this Trust
          Agreement or by applicable law.

     Section 9.4  Indemnification.
                  ---------------

     (a)  (i)   The Debenture Issuer shall indemnify, to the full extent
     permitted by law, any Debenture Issuer Indemnified Person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the Trust) by reason of the fact that he is or was a Debenture Issuer
     Indemnified Person against expenses (including attorney fees), judgments,
     fines and amounts paid in settlement actually and reasonably incurred by
     him in connection with such action, suit or proceeding if he acted in good
     faith and in a manner he reasonably believed to be in or not opposed to the
     best interests of the Trust, and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his conduct was unlawful.
     The termination of any action, suit or proceeding by judgment, order,
     settlement, conviction or upon a plea of nolo contendere or its equivalent,
     shall not, of itself, create a presumption that the Debenture Issuer
     Indemnified Person did not act in good faith and in a manner which he
     reasonably believed to be in or not opposed to the best interests of the
     Trust, and, with respect to any criminal action or proceeding, had
     reasonable cause to believe that his conduct was unlawful.

          (ii)  The Debenture Issuer shall indemnify, to the full extent
     permitted by law, any Debenture Issuer Indemnified Person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action or suit by or in the right of the Trust to procure a
     judgment in its favor by reason of the fact that he is or was a Debenture
     Issuer Indemnified Person against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection with the defense or
     settlement of such action or suit if he acted in good faith and in a manner
     he reasonably believed to be in or not opposed to the best interests of the
     Trust and except that no such indemnification shall be made in respect of
     any claim, issue or matter as to which such Debenture Issuer Indemnified
     Person shall have been adjudged to be liable to the Trust unless and only
     to the extent that the Court of Chancery of Delaware or the court in

                                       51
<PAGE>

     which such action or suit was brought shall determine upon application
     that, despite the adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and reasonably entitled to
     indemnity for such expenses which such Court of Chancery or such other
     court shall deem proper.

          (iii) Any indemnification under paragraphs (i) and (ii) of this
     Section 9.4(a) (unless ordered by a court) shall be made by the Debenture
     Issuer only as authorized in the specific case upon a determination that
     indemnification of the Debenture Issuer Indemnified Person is proper in the
     circumstances because he has met the applicable standard of conduct set
     forth in paragraphs (i) and (ii). Such determination shall be made (1) by
     the Administrative Trustees by a majority vote of a Quorum consisting of
     such Administrative Trustees who were not parties to such action, suit or
     proceeding, (2) if such a Quorum is not obtainable, or, even if obtainable,
     if a Quorum of disinterested Administrative Trustees so directs, by
     independent legal counsel in a written opinion, or (3) by the Holders of
     the Common Securities of the Trust.

          (iv)  Expenses (including attorneys' fees) incurred by a Debenture
     Issuer Indemnified Person in defending a civil, criminal, administrative or
     investigative action, suit or proceeding referred to in paragraphs (i) and
     (ii) of this Section 9.4(a) shall be paid by the Debenture Issuer in
     advance of the final disposition of such action, suit or proceeding upon
     receipt of an undertaking by or on behalf of such Debenture Issuer
     Indemnified Person to repay such amount if it shall ultimately be
     determined that he is not entitled to be indemnified by the Debenture
     Issuer as authorized in this Section 9.4(a). Notwithstanding the foregoing,
     no advance shall be made by the Debenture Issuer if a determination is
     reasonably and promptly made (i) by the Administrative Trustees by a
     majority vote of a Quorum of disinterested Administrative Trustees, (ii) if
     such a Quorum is not obtainable, or, even if obtainable, if a Quorum of
     disinterested Administrative Trustees so directs, by independent legal
     counsel in a written opinion or (iii) the Common Security Holder of the
     Trust, that, based upon the facts known to the Administrative Trustees,
     counsel or the Common Security Holder at the time such determination is
     made, such Debenture Issuer Indemnified Person acted in bad faith or in a
     manner that such person did not believe to be in or not opposed to the best
     interests of the Trust, or, with respect to any criminal proceeding, that
     such Debenture Issuer Indemnified Person believed or had reasonable cause
     to believe his conduct was unlawful. In no event shall any advance be made
     in instances where the Administrative Trustees, independent legal counsel
     or Common Security Holders reasonably determine that such person
     deliberately breached his duty to the Trust or its Common or Trust
     Preferred Security Holders.

          (v)   The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other paragraphs of this Section 9.4(a) shall not
     be deemed exclusive of any other rights to which those seeking
     indemnification and advancement of expenses may be entitled under any
     agreement, vote of stockholders or disinterested directors of the Debenture
     Issuer or Trust Preferred Security Holders of the Trust or otherwise, both
     as to action in his official capacity and as to action in another capacity
     while holding such office. All rights to indemnification under this Section
     9.4(a) shall be deemed to be provided by a contract between the Debenture
     Issuer and each Debenture Issuer Indemnified Person who serves in such
     capacity at any time while this Section 9.4(a) is in

                                       52
<PAGE>

     effect. Any repeal or modification of this Section 9.4(a) shall not affect
     any rights or obligations then existing.

          (vi)  The Debenture Issuer or the Trust may purchase and maintain
     insurance on behalf of any person who is or was a Debenture Issuer
     Indemnified Person against any liability asserted against him and incurred
     by him in any such capacity, or arising out of his status as such, whether
     or not the Debenture Issuer would have the power to indemnify him against
     such liability under the provisions of this Section 9.4(a).

          (vii)  For purposes of this Section 9.4(a), references to "the Trust"
     shall include, in addition to the resulting or surviving entity, any
     constituent entity (including any constituent of a constituent) absorbed in
     a consolidation or merger, so that any person who is or was a director,
     trustee, officer or employee of such constituent entity, or is or was
     serving at the request of such constituent entity as a director, trustee,
     officer, employee or agent of another entity, shall stand in the same
     position under the provisions of this Section 9.4(a) with respect to the
     resulting or surviving entity as he would have with respect to such
     constituent entity if its separate existence had continued.

          (viii) The indemnification and advancement of expenses provided by,
     or granted pursuant to, this Section 9.4(a) shall, unless otherwise
     provided when authorized or ratified, continue as to a person who has
     ceased to be a Debenture Issuer Indemnified Person and shall inure to the
     benefit of the heirs, executors and administrators of such a person. The
     obligation to indemnify as set forth in this Section 9.4(a) shall survive
     the resignation or removal of the Delaware Trustee or the Property Trustee
     or the termination of this Trust Agreement.


     (b)  The Debenture Issuer agrees to indemnify the (i) Property Trustee,
(ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee or the
Delaware Trustee, and (iv) any officers, directors, shareholders, members,
partners, employees, representatives, custodians, nominees or agents of the
Property Trustee or the Delaware Trustee (each of the Persons in (i) through
(iv) being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any loss, liability or
expense incurred without gross negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligation to indemnify as set forth in this
Section 9.4(b) shall survive the resignation and removal of the Delaware Trustee
or the Property Trustee and the dissolution of the Trust and the termination of
this Trust Agreement. In addition, the Debenture Issuer has agreed to pay the
fees and expenses of the Delaware Trustee and the Property Trustee. The
obligations of the Debenture Issuer under this Section 9.4(b) shall be treated
as additional amounts owing under the Trust Agreement and shall be secured by
the Guarantee.

     Section 9.5  Outside Businesses.  Subject to the provisions of Section 6.3,
                  ------------------
any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee
may engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the
activities of the Trust, and the Trust and the Holders of Securities shall have
no rights by virtue of this Trust Agreement in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive

                                       53
<PAGE>

with the activities of the Trust, shall not be deemed wrongful or improper. No
Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall
be obligated to present any particular investment or other opportunity to the
Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the
Delaware Trustee and the Property Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Covered Person,
the Delaware Trustee and the Property Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the Sponsor,
or may act as depositary for, trustee or agent for, or act on any committee or
body of holders of, securities or other obligations of the Sponsor or its
Affiliates.


                                  ARTICLE 10
                                  ACCOUNTING

     Section 10.1  Fiscal Year.  The fiscal year ("Fiscal Year") of the Trust
                   -----------
shall be the [same as the fiscal][calendar] year [of the Sponsor], or such other
year as is required by the Code.

     Section 10.2  Certain Accounting Matters.
                   --------------------------

     (a)  At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Administrative Trustees.

     (b)  [The Administrative Trustees shall cause to be prepared and delivered
to each of the Holders of Securities, within 90 days after the end of each
Fiscal Year of the Trust, annual financial statements of the Trust, including a
balance sheet of the Trust as of the end of such Fiscal Year, and the related
statements of income or loss.]

     (c)  The Administrative Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, an annual United States federal
income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrative Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.

     (d)  The Administrative Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, an annual United States federal income
tax return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Administrative Trustees on behalf of the Trust with any state or local
taxing authority.

                                       54
<PAGE>

     Section 10.3  Banking.  The Trust shall maintain one or more bank accounts
                   -------
in the name and for the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Debentures held by the Property Trustee
shall be made directly to the Property Account and no other funds of the Trust
shall be deposited in the Property Account. The sole signatories for such
accounts shall be designated by the Administrative Trustees; provided, however,
that the Property Trustee shall designate the signatories for the Property
Account.

     Section 10.4  Withholding.  The Trust and the Administrative Trustees shall
                   -----------
comply with all withholding requirements under United States federal, state and
local law. The Trust shall request, and the Holders shall provide to the Trust,
such forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations and forms as
shall reasonably be requested by the Trust to assist it in determining the
extent of, and in fulfilling, its withholding obligations. The Administrative
Trustees shall file required forms with applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Holder, the amount
withheld shall be deemed to be a distribution in the amount of the withholding
to the Holder. In the event of any claimed over withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.


                                  ARTICLE 11
                            AMENDMENTS AND MEETINGS

     Section 11.1  Amendments.
                   ----------
     (a)  Except as otherwise provided in this Trust Agreement or by any
applicable terms of the Securities, this Trust Agreement may only be amended by
a written instrument approved and executed by the Sponsor and (i) the
Administrative Trustees (or, if there are more than two Administrative Trustees,
a majority of the Administrative Trustees), (ii) the Property Trustee; and (iii)
the Delaware Trustee if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee.

     (b)  No amendment shall be made, and any such purported amendment shall be
void and ineffective:

               (i)  unless, the Property Trustee shall have first received:

                    (A)  an Officers' Certificate from each of the Trust and the
               Sponsor that such amendment is permitted by, and conforms to, the
               terms of this Trust Agreement (including the terms of the
               Securities) and that all conditions precedent to the execution
               and delivery of such amendment have been satisfied; and

                                       55
<PAGE>

                    (B)  an opinion of counsel (who may be counsel to the
               Sponsor or the Trust) that such amendment is permitted by, and
               conforms to, the terms of this Trust Agreement (including the
               terms of the Securities) and that all conditions precedent to the
               execution and delivery of such amendment have been satisfied; and

               (ii)  to the extent the result of such amendment would be to:

                     (A)  cause the Trust to be classified other than as a
               grantor trust for United States federal income tax purposes;

                     (B)  reduce or otherwise adversely affect the powers of the
               Property Trustee in contravention of the Trust Indenture Act; or

                     (C)  cause the Trust to be deemed to be an Investment
               Company required to be registered under the Investment Company
               Act.

     (c)  If the Trust has issued any Securities that remain outstanding:

               (i)  any amendment that would (a) change the amount or timing of
          any distribution of the Securities or otherwise adversely affect the
          amount of any distribution required to be made in respect of the
          Securities as of a specified date or (b) restrict the right of a
          Holder of Securities to institute suit for the enforcement of any such
          payment on or after such date, will entitle the Holders of such
          Securities, voting together as a single class, to vote on such
          amendment or proposal and such amendment or proposal shall not be
          effective except with the approval of each of the Holders of the
          Securities affected thereby; and

               (ii)  any amendment that would (a) adversely affect the powers,
          preferences or rights of the Securities, whether by way of amendment
          to this Trust Agreement or otherwise or (b) result in the dissolution,
          winding-up or termination of the Trust other than pursuant to the
          terms of this Trust Agreement, will entitle the holders of the Trust
          Preferred Securities voting together as a single class to vote on such
          amendment or proposal and such amendment or proposal shall not be
          effective except with the approval of a Majority in Liquidation Amount
          of the Trust Preferred Securities affected thereby; provided that, if
          any amendment or proposal referred to in clause (a) above would
          adversely affect only the Trust Preferred Securities or the Common
          Securities, then only the affected class will be entitled to vote on
          such amendment or proposal and such amendment or proposal.

     (d)  This Section 11.1 shall not be amended without the consent of all of
the Holders of the Securities.

     (e)   Article 4 shall not be amended without the consent of the Holders of
a Majority in Liquidation Amount of the Common Securities.

                                       56
<PAGE>

     (f)  The rights of the Holders of the Common Securities under Article 6 to
increase or decrease the number of, and appoint and remove Trustees shall not be
amended without the consent of the Holders of a Majority in Liquidation Amount
of the Common Securities.

     (g)  Notwithstanding Section 11.1(c), this Trust Agreement may be amended
without the consent of the Holders of the Securities, if such amendment does not
adversely affect in any material respect the rights of the holders of the
Securities, to:

               (i)   cure any ambiguity;

               (ii)  correct or supplement any provision in this Trust Agreement
          that may be defective or inconsistent with any other provision of this
          Trust Agreement or to make any other provisions with respect to
          matters or questions arising under this Trust Agreement that shall not
          be inconsistent with the other provisions of this Trust Agreement;

               (iii) add to the covenants, restrictions or obligations of the
          Sponsor;

               (iv)  to conform to any change in Rule 3a-5 of the Investment
          Company Act or written change in interpretation or application of Rule
          3a-5 of the Investment Company Act by any legislative body, court,
          government agency or regulatory authority; or

               (v)   to modify, eliminate and add to any provision of this Trust
          Agreement to ensure that the Trust will be classified as a grantor
          trust for United States federal income tax purposes at all times that
          any Securities are outstanding or to ensure that the Trust will not be
          required to register as an Investment Company under the Investment
          Company Act.

     (h)   Neither the Property Trustee nor the Delaware Trustee shall be
required to sign any amendment that affects its rights, duties, obligations or
immunities under this Trust Agreement or otherwise.

     Section 11.2 Meetings of the Holders of Securities; Action by Written
                  --------------------------------------------------------
Consent.
-------

     (a)  Meetings of the Holders of any class of Securities may be called at
any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Trust Agreement, the
terms of the Securities or the rules of any stock exchange or quotation system
on which the Trust Preferred Securities are listed, quoted or admitted for
trading. The Administrative Trustees shall call a meeting of the Holders of such
class if directed to do so by the Holders of at least 10% in Liquidation Amount
of such class of Securities. Such direction shall be given by delivering to the
Administrative Trustees one or more calls in a writing stating that the signing
Holders of Securities wish to call a meeting and indicating the general or
specific purpose for which the meeting is to be called. Any Holders of
Securities calling a meeting shall specify in writing the Certificates held by
the Holders of Securities exercising the right to call a meeting and only those
Securities specified shall be counted for purposes of determining whether the
required percentage set forth in the second sentence of this paragraph has been
met.

                                       57
<PAGE>

     (b)  Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

               (i)   notice of any such meeting shall be given to all the
          Holders of Securities having a right to vote thereat at least 7 days
          and not more than 60 days before the date of such meeting. Whenever a
          vote, consent or approval of the Holders of Securities is permitted or
          required under this Trust Agreement or the rules of any stock exchange
          or quotation system on which the Trust Preferred Securities are
          listed, quoted or admitted for trading, such vote, consent or approval
          may be given at a meeting of the Holders of Securities. Any action
          that may be taken at a meeting of the Holders of Securities may be
          taken without a meeting and without prior notice if a consent in
          writing setting forth the action so taken is signed by the Holders of
          Securities owning not less than the minimum amount of Securities in
          Liquidation Amount that would be necessary to authorize or take such
          action at a meeting at which all Holders of Securities having a right
          to vote thereon were present and voting. Prompt notice of the taking
          of action without a meeting shall be given to the Holders of
          Securities entitled to vote who have not consented in writing. The
          Administrative Trustees may specify that any written ballot submitted
          to the Security Holders for the purpose of taking any action without a
          meeting shall be returned to the Trust within the time specified by
          the Administrative Trustees;

               (ii)  each Holder of a Security may authorize any Person to act
          for it by proxy on all matters in which a Holder of Securities is
          entitled to participate, including waiving notice of any meeting, or
          voting or participating at a meeting. No proxy shall be valid after
          the expiration of 11 months from the date thereof unless otherwise
          provided in the proxy. Every proxy shall be revocable at the pleasure
          of the Holder of Securities executing such proxy. Except as otherwise
          provided herein, all matters relating to the giving, voting or
          validity of proxies shall be governed by the General Corporation Law
          of the State of Delaware relating to proxies, and judicial
          interpretations thereunder, as if the Trust were a Delaware
          corporation and the Holders of the Securities were stockholders of a
          Delaware corporation;

               (iii) each meeting of the Holders of the Securities shall be
          conducted by the Administrative Trustees or by such other Person that
          the Administrative Trustees may designate; and

               (iv)  unless the Business Trust Act, this Trust Agreement, the
          terms of the Securities, the Trust Indenture Act or the listing rules
          of any stock exchange or quotation system on which the Trust Preferred
          Securities are then listed, quoted or admitted for trading, otherwise
          provides, the Administrative Trustees, in their sole discretion, shall
          establish all other provisions relating to meetings of Holders of
          Securities, including notice of the time, place or purpose of any
          meeting at which any matter is to be voted on by any Holders of
          Securities, waiver of any such notice, action by consent without a
          meeting, the establishment of a record

                                       58
<PAGE>

          date, quorum requirements, voting in person or by proxy or any other
          matter with respect to the exercise of any such right to vote.

                                  ARTICLE 12
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                             AND DELAWARE TRUSTEE

     Section 12.1   Representations and Warranties of the Property Trustee. The
                    ------------------------------------------------------
Trustee that acts as initial Property Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Trust Agreement, and each Successor
Property Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee that:

     (a)  the Property Trustee is a banking corporation, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or
organization, with trust power and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, this Trust Agreement;

     (b)  the Property Trustee satisfies the requirements set forth in Section
6.3(a);

     (c)  the execution, delivery and performance by the Property Trustee of
this Trust Agreement has been duly authorized by all necessary corporate action
on the part of the Property Trustee. This Trust Agreement has been duly executed
and delivered by the Property Trustee, and it constitutes a legal, valid and
binding obligation of the Property Trustee, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

     (d)  the execution, delivery and performance of this Trust Agreement by the
Property Trustee does not conflict with or constitute a breach of the articles
of association or incorporation, as the case may be, or the by-laws (or other
similar organizational documents) of the Property Trustee; and

     (e)  no consent, approval or authorization of, or registration with or
notice to, any State (which term, in the case of the initial Property Trustee,
shall mean the State of New York) or federal banking authority having
jurisdiction over the trust powers of the Property Trustee is required for the
execution, delivery or performance by the Property Trustee of this Trust
Agreement.

     Section 12.2  Representations and Warranties of the Delaware Trustee. The
                   ------------------------------------------------------
Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Trust Agreement, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee that:

     (a)  the Delaware Trustee satisfies the requirements set forth in Section
6.2, satisfies Trust Section 3807 of the Business Trust Act and has the power
and authority to execute and

                                       59
<PAGE>

deliver, and to carry out and perform its obligations under the terms of, this
Trust Agreement and, if it is not a natural person, is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation or organization;

     (b)  the Delaware Trustee has been authorized to perform its obligations
under the Certificate of Trust and this Trust Agreement. This Trust Agreement
under Delaware law constitutes a legal, valid and binding obligation of the
Delaware Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law); and

     (c)  no consent, approval or authorization of, or registration with or
notice to, the State of Delaware or federal banking authority is required for
the execution, delivery or performance by the Delaware Trustee of this Trust
Agreement.

                                  ARTICLE 13
                                 MISCELLANEOUS

     Section 13.1  Notices. All notices provided for in this Trust Agreement
                   -------
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

     (a)  if given to the Trust, in care of the Administrative Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Property Trustee, the Delaware Trustee and the Holders of
the Securities):

                    c/o CSX Corporation
                    One James Center
                    901 East Cary Street
                    Richmond, Virginia 23219

     (b)  if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as the Delaware Trustee may give notice of to the
Administrative Trustees, the Property Trustee and the Holders of the
Securities):

                    Chase Manhattan Bank USA, National Association
                    1201 Market Street
                    Wilmington, Delaware  19801
                    Attention: Corporate Trust Administration

     (c)  if given to the Property Trustee, at its Corporate Trust Office (or
such other address as the Property Trustee may give notice of to the
Administrative Trustees, the Delaware Trustee and the Holders of the
Securities).

                                       60
<PAGE>

     (d) if given to the Holder of the Common Securities, at the mailing address
of the Sponsor set forth below (or such other address as the Holder of the
Common Securities may give notice of to the Property Trustee, the Delaware
Trustee and the Trust):

                    CSX Corporation
                    One James Center
                    901 East Cary Street
                    Richmond, Virginia 23219
                    Fax No.: (804) 783-1346

     (e)  if given to any other Holder, at the address set forth on the Security
Register.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed or mailed by certified or registered
first class mail, postage prepaid except that if a notice or other document is
refused delivery or cannot be delivered because of a changed address of which no
notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.

     Section 13.2  Governing Law.  This Trust Agreement and the rights of the
                   -------------
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware, provided that the immunities and standard of care
of the Property Trustee in connection with the administration of its trusts
hereunder shall be governed by and interpreted in accordance with the laws of
the jurisdiction of its incorporation.

     Section 13.3  Intention of the Parties.  It is the intention of the parties
                   ------------------------
hereto that the Trust be classified for United States federal income tax
purposes as a grantor trust. The provisions of this Trust Agreement shall be
interpreted in a manner consistent with such classification.

     Section 13.4  Headings.  Headings contained in this Trust Agreement are
                   --------
inserted for convenience of reference only and do not affect the interpretation
of this Trust Agreement or any provision hereof.

     Section 13.5  Successors and Assigns.  Whenever in this Trust Agreement any
                   ----------------------
of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Trust Agreement by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.

     Section 13.6  Partial Enforceability.  If any provision of this Trust
                   ----------------------
Agreement, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Trust Agreement, or the application
of such provision to persons or circumstances other than those to which it is
held invalid, shall not be affected thereby.

     Section 13.7  Counterparts.  This Trust Agreement may contain more than one
                   ------------
counterpart of the signature page and this Trust Agreement may be executed by
the affixing of the signature of each of the Trustees and the Sponsor to one of
such counterpart signature pages.

                                       61
<PAGE>

All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

          [THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY;
                         THE SIGNATURE PAGE FOLLOWS.]

                                       62
<PAGE>

     IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

                              CSX CORPORATION,
                              as Sponsor, as Common Securities Holder
                              and as Debenture Issuer


                              By:
                                 -----------------------------------------
                                 Name:
                                 Title:


                              THE CHASE MANHATTAN BANK,
                              as Property Trustee


                              By:
                                 -----------------------------------------
                                 Name:
                                 Title:


                              CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                              as Delaware Trustee


                              By:
                                 -----------------------------------------
                                 Name:
                                 Title:




                              --------------------------------------------
                              Name:
                              Title:  Administrative Trustee



                              --------------------------------------------
                              Name:
                              Title:  Administrative Trustee

                                       63
<PAGE>

                                   EXHIBIT A

     [IF THE TRUST PREFERRED SECURITY IS TO BE A GLOBAL TRUST PREFERRED
SECURITY, INSERT THE FOLLOWING: THIS TRUST PREFERRED SECURITY IS A GLOBAL TRUST
PREFERRED SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS TRUST
PREFERRED SECURITY IS EXCHANGEABLE FOR TRUST PREFERRED SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS
TRUST PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
IN LIMITED CIRCUMSTANCES. UNLESS THIS TRUST PREFERRED SECURITY CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE DEBENTURE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
TRUST PREFERRED SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

CERTIFICATE NO.___________              NUMBER OF TRUST PREFERRED SECURITIES: AS
                                                  SET FORTH ON SCHEDULE A HERETO

                                                      CUSIP NO._________________

             CERTIFICATE EVIDENCING __% TRUST PREFERRED SECURITIES
                                       OF
                              CSX CAPITAL TRUST I

                         __% TRUST PREFERRED SECURITIES
            (LIQUIDATION AMOUNT $1,000 PER TRUST PREFERRED SECURITY)
                           FULLY AND UNCONDITIONALLY
                         GUARANTEED BY CSX CORPORATION

CSX CAPITAL TRUST I, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of the number of Trust Preferred Securities of
the Trust set forth on Schedule A hereto representing undivided beneficial
interests in the assets of the Trust designated the "__% Trust Preferred
Securities" (Liquidation Amount $1,000 per Trust Preferred Security) (the "Trust
Preferred Securities"). The Trust Preferred Securities are transferable on the
register of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly

                                      A-1
<PAGE>

endorsed and in proper form for transfer as provided in the Trust Agreement (as
defined below). The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Trust Preferred Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Trust Agreement of CSX Corporation Capital Trust I, dated
as of ________, as the same may be amended from time to time (the "Trust
Agreement"), by and among CSX CORPORATION, as Sponsor, ________ and __________,
as Administrative Trustees, The Chase Manhattan Bank, as Property Trustee, Chase
Manhattan Bank USA, National Association, as Delaware Trustee and the Holders.
Capitalized terms used herein but not defined shall have the meaning given them
in the Trust Agreement. The Holder is entitled to the benefits of the Guarantee
to the extent described therein. The Sponsor will provide a copy of the Trust
Agreement, the Guarantee and the Indenture to a Holder without charge upon
written request to the Sponsor at its principal place of business. Upon
acceptance of this certificate, the Holder is bound by the Trust Agreement and
is entitled to the benefits thereunder. By acceptance, the Holder agrees to
treat, for United States federal income tax purposes, the Debentures as
indebtedness and the Trust Preferred Securities as evidence of undivided
indirect beneficial ownership interests in the Debentures.

     IN WITNESS WHEREOF, the Trust has executed this certificate this ______ day
of _______, ____.

                              CSX CAPITAL TRUST I


                              By
                                 -----------------------------------------
                              Name:
                              Title:  Administrative Trustee


                         CERTIFICATE OF AUTHENTICATION

     This is one of the Trust Preferred Securities referred to in the within-
mentioned Trust Agreement.


                              THE CHASE MANHATTAN BANK,
                              as Property Trustee


Dated:                        By
      ---------------            -----------------------------------------
                                 Authorized Officer

                                      A-2
<PAGE>

                                   EXHIBIT B

                 TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE
                  CONDITIONS SET FORTH IN THE TRUST AGREEMENT
                               REFERRED TO BELOW.

CERTIFICATE NO.______                            NUMBER OF COMMON SECURITIES: AS
                                                  SET FORTH ON SCHEDULE A HERETO

                  CERTIFICATE EVIDENCING __% COMMON SECURITIES
                                       OF
                              CSX CAPITAL TRUST I

                             __% COMMON SECURITIES
                (LIQUIDATION AMOUNT $1,000 PER COMMON SECURITY)

     CSX CAPITAL TRUST I, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that CSX CORPORATION (the
"Holder") is the registered owner of the number of common securities of the
Trust set forth on Schedule A hereto representing an undivided beneficial
interest in the assets of the Trust designated the "__% Common Securities"
(Liquidation Amount $1,000 per Common Security) (the "Common Securities"). The
Common Securities are not transferable and any attempted transfer thereof shall
be void except as permitted by applicable law and by Section 7.9(b)(ii) of the
Trust Agreement (as defined below). The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Trust Agreement of CSX Corporation
Capital Trust I, dated as of ________ (as the same may be amended from time to
time, the "Trust Agreement"), by and among CSX CORPORATION, as Sponsor,
__________ and _________, as Administrative Trustees, The Chase Manhattan Bank,
as Property Trustee, Chase Manhattan Bank USA, National Association, as Delaware
Trustee, and the Holders. The Holder is entitled to the benefits of the
Guarantee to the extent described therein. Capitalized terms used herein but not
defined shall have the meaning given them in the Trust Agreement. The Sponsor
will provide a copy of the Trust Agreement, the Guarantee and the Indenture to
the Holder without charge upon written request to the Sponsor at its principal
place of business. Upon acceptance of this certificate, the Holder is bound by
the Trust Agreement and is entitled to the benefits thereunder. By acceptance,
the Holder agrees to treat, for United States federal income tax purposes, the
Debentures as indebtedness and the Common Securities as evidence of an undivided
indirect beneficial ownership interest in the Debentures.

                                      B-1
<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this ____ day
of __________, ________.

                              CSX CAPITAL TRUST I


                              By:
                                 -----------------------------------------
                              Name:
                              Title:  Administrative Trustee

                                      B-2
<PAGE>

                                                                      SCHEDULE A

                            SCHEDULE OF ADJUSTMENTS

          The initial number of Common Securities evidenced by the Certificate
to which this Schedule is attached is ___________________.  The notations on the
following table evidence increases in the number of Common Securities evidenced
by such Certificate.


-----------------------------------------------------------------------------
                                       Total Number of
                    Increase in        Common Securities      Notation by
                     Number of         Outstanding After     Administrative
 Closing Date     Common Securities       Increase              Trustee
-----------------------------------------------------------------------------


-----------------------------------------------------------------------------

                                      B-3