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                                                                    Exhibit 10.3

                      RELEASE AND WAIVER OF EMPLOYMENT AND
                        TERMINATION OF EMPLOYMENT CLAIMS

         This Release and Waiver of Employment and Termination of Employment
Claims (hereinafter the "Release") is made and entered into by Michael A. Khouri
(hereinafter the "Khouri"), in favor of American Commercial Barge Line LLC, a
Delaware limited liability company with a business address of 1701 East Market
Street, Jeffersonville, Indiana 47130 and all parent, related, affiliated and
subsidiary companies, and all their predecessors, successors, employees,
officers, directors, interest holders, representatives, assigns, agents,
insurers and employee benefit programs and the trustees, administrators,
fiduciaries and insurers of such benefit programs (collectively, the "Company").

                                    RECITALS

         (1) The Company and Khouri have mutually agreed that Khouri's active
employment with the Company shall end on June 30, 2002

         (2) In recognition of Khouri's service to the Company, and in exchange
for the release and waiver granted by Khouri, as set forth herein, the Company
has agreed to provide certain benefits to Khouri, also as set forth herein.

         NOW THEREFORE, in exchange for the good and valuable consideration
provided herein, the receipt and sufficiency of which is hereby acknowledged,
Khouri and Company hereby agree as follows:

         (1)      CONCLUSION OF EMPLOYMENT

         (a) Khouri's active employment with the Company will end on June 30,
2002 (hereinafter the "Separation Date").

         (b) Beginning on the Separation Date, Khouri agrees not to disparage
the Company in any manner and not to disclose any confidential information,
trade secrets, proprietary information or other business information, which is
not disseminated publicly which Khouri learned while employed by the Company.
Khouri further agrees for a period of one (1) year following the Retirement Date
not to solicit any employees of the Company to cease their employment with the
Company, nor to offer a job to or hire any employee from the Company, nor to
solicit or help anyone to solicit any customers, vendors, or suppliers of the
Company to cease dealing with the Company.


      Release and Waiver of Employment and Termination of Employment Claims
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         (2)      PAYMENTS TO KHOURI

         (a) In exchange for the release of claims by Khouri set forth herein,
the Company agrees to pay or provide to Khouri the following (collectively the
"Separation Benefits"):

                  (i)      Michael Khouri ("Khouri") shall continue to receive
                           an amount equal to his current base salary ("Base
                           Salary") from the Separation Date, through December
                           31, 2002. Base Salary shall be paid bi-monthly,
                           pursuant to the Company's customary payroll schedule,
                           and shall be less all taxes that Company is required
                           to deduct, and any other payroll deductions
                           authorized by Khouri. Khouri shall be eligible to
                           continue contributions to the 401(k) and receive the
                           Company match through December 31, 2002. As of the
                           Separation Date, Khouri will no longer accumulate
                           Credited Service in the ACL Pension Plan. In
                           addition, as of the Separation Date, Khouri becomes
                           an Inactive Member of the Supplemental 401(k) Plan.

                  (ii)     During the period beginning on January 1, 2003 and
                           ending on October 31, 2004, Khouri shall receive the
                           sum of $4,173.22 per month, which shall be paid
                           monthly, on the fifteenth day of each month, and
                           shall be less all taxes that the Company is required
                           to deduct. In exchange for such payment, Khouri shall
                           be available to consult to the Company, at the
                           Company's request, for not more than ten (10) hours
                           per week.

                  (iii)    During the period (the "Bridge Period") beginning on
                           the Separation Date and ending on October 31, 2004
                           (the "Retirement Date"), Khouri shall be entitled to
                           take part in the standard employee medical benefit
                           plan (the "Employee Medical Benefit Plan"), which the
                           Company maintains for the benefit of its employees
                           and in which Khouri is currently enrolled, subject to
                           (i) payment of the standard cost of medical insurance
                           which the Company charges to all employees, as the
                           same may be adjusted from time to time; (ii) subject
                           to such changes to such Employee Medical Benefit
                           Plans as the Company may make from time to time
                           pursuant to the terms of such Employee Medical
                           Benefit Plan. To the extent that, during the Bridge
                           Period, Khouri becomes eligible to receive medical
                           benefits from any medical benefit plan (a "Primary
                           Coverage Plan") maintained by any other person, then
                           the benefits offered by the Employee Medical Benefit
                           Plan shall become secondary to the benefits offered
                           under the Primary Coverage Plan.

      Release and Waiver of Employment and Termination of Employment Claims
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                  (iv)     As of the Separation Date, Khouri has three (3) weeks
                           of unused paid vacation time, earned in 2001 and five
                           (5) weeks of unused paid vacation time, earned in
                           2002. All eight (8) weeks of vacation time shall be
                           paid to Khouri in a lump sum on January 15, 2003,
                           less all applicable taxes.

                  (v)      As of the Separation Date, Khouri has in the Salary
                           Continuation Plan (the "SCP") maintained by the
                           Company the amount of $295,457 (the "SCP Amount").
                           Khouri shall be eligible to receive the SCP Amount at
                           any time after the Separation Date, by giving the
                           Company not less than thirty- (30) days advance
                           written notice, together with reasonable payment
                           instructions. Khouri acknowledges that with payment
                           of the SCP, he no longer maintains any life insurance
                           benefit with the Company, including the Special Life
                           Insurance.

                  (vi)     At Khouri's request, the Company shall provide, at
                           its cost, executive level outplacement services for a
                           period of three (3) months following such request;
                           provided further that Khouri may request to have such
                           services for any additional three (3) months, which
                           the Company may grant in its discretion.

                  (vii)    On January 1, 2003, or shortly thereafter, the
                           Company will notify CSX Corporation of the change in
                           status of Khouri for purposes of Khouri's
                           participation in the CSX Deferred Compensation Plan.

                  (viii)   Notwithstanding the restrictions set forth in the
                           shares of restricted common stock of Danielson
                           Holding Company (the "DHC Shares") granted to Khouri
                           on or about May 29, 2002, Khouri's rights to
                           one-third of the DHC Shares shall vest on May 29,
                           2003. The remaining shares shall not vest.

                  (ix)     At Khouri's request, the Company shall provide, at
                           its cost, tax preparation service for Khouri's 2001
                           and 2002 tax year individual tax returns utilizing
                           the tax provider servicing the Company's Senior Vice
                           Presidents.

                  (x)      As additional consideration, specifically for the
                           release of age discrimination claims potentially
                           arising under the Age Discrimination in Employment
                           Act, Company will pay Khouri an amount equal to two
                           weeks of his current base salary (this amount is
                           referred to herein as "Additional Consideration").
                           The Additional Consideration is in addition to any
                           Separation Benefits payable to Khouri pursuant to the
                           terms of this Release and any other benefits being
                           provided under the terms of this Release. Khouri
                           further understands and acknowledges that the
                           Additional


      Release and Waiver of Employment and Termination of Employment Claims
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                           Consideration given by the Company in exchange for
                           the release of age discrimination claims potentially
                           arising under the Age Discrimination in Employment
                           Act, is more than the Company is required to pay
                           under its normal policies and procedures.

                  (xi)     On the Retirement Date, Khouri shall be eligible to
                           retire from active service with the Company, and
                           shall be entitled to receive, commencing on the
                           Retirement Date, all benefits accruing to a retiree
                           of the Company, including, but not limited to, (i)
                           participation in the retiree medical benefit plan
                           maintained by the Company for the benefit of its
                           retired employees, for as long as the Company
                           maintains such a plan, and as the same may be amended
                           or modified from time to time pursuant to the terms
                           of such plan; and (ii) pension plans and funds
                           maintained by the Company.

                  (xii)    Any employee paid federal, state, Medicare and social
                           security taxes due and payable as a result of the
                           receipt of any Separation Benefits due hereunder
                           shall be the sole responsibility of Khouri; provided
                           further that the Company shall withhold any such
                           taxes to the extent required by law. Any employer
                           designated social security taxes shall be the
                           responsibility of the Company.

         (3)      COMPLETE RELEASE

         (a) In consideration of the payments and benefits received hereunder,
Khouri agrees forever to release, discharge, and covenant not to sue the
Company, its past, present, or future parent companies (direct or indirect),
subsidiaries, and/or other affiliates, and any and all of their past and present
directors, officers, shareholders, interest holders, employees, attorneys, and
other agents and representatives, and any employee benefit plans in which Khouri
is or has been a participant by virtue of employment with the Company, and the
trustees, administrators, fiduciaries and insurers of such benefit plans from
any and all claims, debts, demands, accounts, judgments, rights, causes of
action, claims for equitable relief, damages, costs, charges, complaints,
obligations, promises, agreements, controversies, suits, expenses, compensation,
responsibility and liability of every kind and character (including attorneys'
fees and costs), whether in law or equity, known or unknown, asserted or
unasserted, suspected or unsuspected, which Khouri may currently have against
such entities, including without limitation any and all claims arising out of
Khouri's employment with the Company or the termination thereof, the design or
administration of any employee benefit program, claims to severance or similar
benefits under any program, policy, or procedure of the Company other than the
payments recited in the Plan, and any and all other claims arising under
federal, state, or local laws relating to employment, including without
limitation claims of wrongful discharge, breach of express or implied contract,
fraud, misrepresentation, defamation, or liability in tort, claims of any kind
that may be brought in any court or administrative agency, and claims arising
under Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Americans with


      Release and Waiver of Employment and Termination of Employment Claims
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Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income
Security Act, the Family and Medical Leave Act, the National Labor Relations
Act, the Railway Labor Act, and similar state or local statutes, ordinances, and
regulations, provided, however, notwithstanding the above, that this Release
shall not be construed to extend to any claim for retirement benefits under any
pension, retirement, or retirement savings plan in which Khouri is a participant
by virtue of his employment with the Company, or to benefit claims under any
employee welfare benefit plan based on events occurring after Khouri's execution
of this Release.

         (b) This release and waiver by Khouri is on behalf of Khouri and his
spouse and child or children (if any), heirs, beneficiaries, devisees,
executors, administrators, attorneys, personal representatives, successors and
assigns.

         (4)      RELEASE OF AGE DISCRIMINATION CLAIMS; ENCOURAGEMENT TO CONSULT
                  WITH ATTORNEY; PERIODS FOR REVIEW AND RECONSIDERATION.

         (a) Release of Age Discrimination Claims. Khouri understands and agrees
that this document includes a release of claims arising under the Age
Discrimination in Employment Act and that Khouri does not waive rights or claims
that may arise after the date the waiver is executed. Khouri understands and
acknowledges that he has been given a period of twenty-one (21') days to review
and consider this Release. Khouri further understands and acknowledges that he
may use as much or all of this 21-day period as Khouri wishes before signing,
and that Khouri has done so.

         (i)      Khouri again understands and acknowledges that he is receiving
                  Additional Consideration from the Company in exchange for the
                  release of age discrimination claims potentially arising under
                  the Age Discrimination in Employment Act. Khouri further
                  understands and acknowledges that the Additional Consideration
                  given to him by the Company in exchange for the release of age
                  discrimination claims potentially arising under the Age
                  Discrimination in Employment Act is more than the Company is
                  required to pay under its normal policies and procedures.

         (b) Encouragement to Consult with Attorney. Khouri understands and
acknowledges that he is hereby advised to consult with an attorney prior to
executing the Release. By signing below, Khouri warrants that he has had the
opportunity to consult with an attorney prior to any execution of this Release,
and to be fully and fairly advised by that legal counsel as to the terms of the
Release.

         (c) Periods for Review and Reconsideration. Khouri understands that he
has seven (7) days after signing this Release to revoke it by notice in writing
delivered to AMERICAN COMMERCIAL LINES LLC; ATTN: Paul S. Besson - Revocation of
Severance Release; 1701 Market Street, Jeffersonville, Indiana 47131-0610. This
Release shall be binding, effective, and enforceable upon the expiration of this
seven-day revocation period without such revocation being received, but not
before such time. Khouri understands and agrees that benefit payments contingent
upon the execution of


      Release and Waiver of Employment and Termination of Employment Claims
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this Release will not be made prior to the expiration of this seven-day
revocation period. Payment of benefits conditioned on the execution of this
Release will be made within fourteen (14) days of the expiration of the
seven-day revocation period.

         (5)      NO FUTURE LAWSUITS

         By signing this Release, Khouri promises never to file or pursue a
claim, lawsuit or any other complaint or charge asserting any of the claims,
lawsuits, complaints or charges that are released in this Release.

         (6)      NON-ADMISSION OF LIABILITY.

         Khouri understands and agrees that the Company's willingness to make
payments and pay benefits to him under the Release is not an admission of
liability, or obligation to provide such consideration in the absence of Khouri
signing this Release.

          (7)     NON-RELEASE OF FUTURE CLAIMS

         This Release does not waive or release any rights or claims that Khouri
may have under the Age Discrimination in Employment Act which may arise after
the later of the date Khouri signs this Release, or the Termination Date.

         (8) REPAYMENT OF BENEFITS BASED ON SUBSEQUENT ASSERTION OF CLAIM;
INDEMNIFICATION FOR COSTS INCURRED BY COMPANY; NO LIMITATION ON COVENANT NOT TO
SUE

         (a) Repayment of Benefits Based on Subsequent Assertion of Claim.
Khouri understands and agrees that he may not pursue any claim, lawsuit, or
other charge or complaint released by the literal terms of this Release, or
otherwise seek to establish the invalidity of the release of claims, set forth
in this Release, in whole or in part. Khouri further understands and agrees that
if Khouri should breach this covenant not to sue, and if a Court should, for any
reason, find Khouri's release of claims, as set forth in this Release, void,
voidable, imperfect, or incomplete in any respect, Khouri will then be bound to
repay to the Company all Separation Pay and the value of any other benefits
received pursuant to the terms of this Release. Statutes of limitations will run
on all claims without regard to Khouri's execution of this Release. In addition,
if Khouri breaches his covenant not to sue, as set forth in this Agreement,
Khouri shall forfeit all right to future benefits, if any.

         (b) Indemnification for Costs Incurred by Company. Khouri acknowledges
and agrees that if he breaks the covenant not to sue or promise not to assert
claims against the Company in the future, by filing a claim, lawsuit or other
complaint against the Company or any other entity released under the terms of
this Release, that Khouri will pay costs and reasonable attorneys' fees incurred
by the Company or such other entity in defending such claim, lawsuit, or other
complaint.


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         (c) No Limitation on Covenant Not to Sue. Nothing in this Section shall
be construed to limit Khouri's covenant not to sue or promise not to assert
claims, as set forth above.

         (9)      ACKNOWLEDGEMENT OF SOLE BENEFIT

         Khouri understands and acknowledges that by accepting Separation
Benefits pursuant to this Release, he waives any rights he might otherwise have
had to receive any severance or other termination pay under the ACL Subsidiaries
Termination of Employment Plan or any other Company sponsored severance policy
or plan. Although the Company has both plans in effect simultaneously, it is not
the intention of the Company that any individual will be entitled to a dual
benefit with respect to a single event of termination.

         (10)     GOVERNING LAW

         This Release shall be governed and construed in all respects in
accordance with the laws of the State of Indiana without regard to the conflict
of laws provisions contained therein.

         (11)     SEVERABILITY AND CONSEQUENCES OF INVALID TERMS

         Except as otherwise specified herein, if any portion of this Release is
found void or unenforceable for any reason by any Court, the Court should
enforce all portions of this Release to the maximum extent which would have been
enforceable in the original Release. If such portion cannot be modified to be
enforceable, the unenforceable portion will be severed from the remaining
portions of this Release, which shall otherwise remain in full force and effect

         (12)     ENTIRE AGREEMENT

         This Release contains the entire agreement between Company and Khouri
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous oral and written agreements and understandings in connection
therewith. The Company has made no promises to Khouri other than those set forth
in this Release. Notwithstanding that the Company may, through and by its duly
authorized officer, sign this Release to formally acknowledge its promises and
commitments as set forth herein, it is not necessary that the Company sign this
Release for it to become binding upon the Company and Khouri. It shall, none the
less, be binding on the Company when it becomes irrevocable pursuant to the
terms of this Agreement.


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         PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF KNOWN
AND UNKNOWN CLAIMS.

         BY SIGNING BELOW, I ACKNOWLEDGE THAT I HAVE READ THIS RELEASE; THAT I
UNDERSTAND IT; AND THAT I AM ENTERING INTO IT VOLUNTARILY.



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         IN WITNESS WHEREOF, and intending to be legally bound hereby, Khouri
has executed this Release after a due reading of the whole.

                                        Michael Khouri

                                        _____________________________________

                                        Dated: ______________________________


WITNESS:

______________________________


Checks and subsequent correspondence should be sent to:

Michael A. Khouri
11312 Bodley Drive
Louisville, KY 40223

Please note that checks and subsequent correspondence may be sent via certified
mail, return receipt requested. Notice of change of address should be sent to:

Payroll Department,
American Commercial Lines LLC
1701 E. Market Street
Jeffersonville, Indiana 47130

with a copy to:

Paul S. Besson
American commercial Lines LLC
1701 E. Market Street
Jeffersonville, Indiana 47130.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Company has
caused this Release to be executed by its duly authorized officer.

American Commercial Barge Line LLC

By: __________________________
       Paul S. Besson


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