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                                                                    EXHIBIT 10.5

                                  May 29, 2002

Michael Hagan

Dear Mr. Hagan:

      This letter sets forth the mutual understandings and agreements between
you and American Commercial Lines LLC (the "Company") on the terms and
conditions upon which you will continue to be employed by the Company. These
terms are as follows:

      1. Effective Date. The effective date of this Agreement shall be the
Closing Date, as such term is defined in the Recapitalization Agreement (the
"Recapitalization Agreement"), dated as of March 15, 2002, by and among the
Company, Danielson Holding Corporation ("Danielson"), American Commercial Lines
Holdings LLC and the preferred and management unitholders identified therein.

      2. Base Salary; Bonus Plan. Your base salary ("Base Salary") will continue
to be paid to you at the rate in effect immediately prior to the Closing Date,
with an opportunity for increase pursuant to the Company's regular salary
adjustment programs. Your salary will be paid in accordance with the Company's
standard payroll practices. You will also participate in an annual bonus plan to
be established by the Company's Board of Directors (the "Board"). All
compensation paid to you hereunder shall be subject to all required payroll
withholdings and deductions, including, but not limited to, federal, state and
local taxes.

      3. Equity Awards. Following the Closing Date, you shall be eligible for an
equity grant of stock options or stock appreciation rights with respect to the
common stock of Danielson, such grant to be made in accordance with the
provisions of Section 6.6 of the Recapitalization Agreement. In addition, you
shall receive a grant of shares of restricted Danielson Common Stock,
substantially in the form attached hereto as Exhibit A.

      4. Employee Benefits. You will be entitled to take part in all employee
benefit programs offered to salaried employees of the Company, as the same may
be amended or modified from time to time at the discretion of the Company.

      5. Termination by the Company Without Cause. The Company may terminate
your employment for any reason by providing you written notice of its intent to
terminate your employment, specifying in such notice a termination date (the
"Termination Date") which, in the case of any termination other than a
termination for Cause, shall be not less than fourteen (14) calendar days after
the giving of the notice. Your employment with the Company shall terminate at
the close of business on the Termination Date. Upon any termination by the
Company without Cause (other than a termination due to your death or permanent
disability), the Company's obligation to pay you the compensation and benefits
described in this letter shall immediately cease and expire; provided however,
that if you execute and do not revoke your consent to a release in a form
reasonably
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satisfactory to the Company, the Company shall pay to you, within fifteen (15)
business days following the last date upon which your consent to such release
may be revoked, the Severance Compensation (as defined below). Following a
termination of your employment by the Company without Cause, the Company shall
also pay to you salary earned through the date of termination, together with any
earned but as yet unpaid bonuses from any prior calendar year.

      6. Termination by the Company for Cause. The Company may terminate your
employment at any time, without notice, for Cause. As used herein, "Cause" shall
mean: (i) a material failure to perform your duties or comply with reasonable
directions of the Board which continues for five (5) days after the Board has
given written notice to you specifying in reasonable detail the manner in which
you have failed to perform such duties or comply with such directions; (ii) your
commission of an act or omission constituting (a) a felony, (b) dishonesty or
disloyalty with respect to the Company or (c) fraud; (iii) commission of an act
or omission that materially and adversely affects the Company's business or
reputation; or (iv) the material breach, non-performance or non-observance of
any of the Restrictive Covenants (as defined in Section 11 below) which
continues for five (5) days after the Board has given written notice to you
specifying in reasonable detail the manner in which you have breached, failed to
perform or failed to observe such covenants. Upon any termination for Cause, the
Company's sole obligation shall be to pay you salary through the date of
termination, together with any earned but as yet unpaid bonuses from any prior
calendar year.

      7. Termination by you for Good Reason. You may terminate your employment
at any time for Good Reason. As used herein, "Good Reason" shall mean, unless
and to the extent otherwise waived in writing by you, the termination of your
employment with the Company which is initiated by you and that occurs within 90
days of any of the following events (excluding for this purpose, isolated,
insubstantial and inadvertent actions not taken in bad faith which are remedied
by the Company promptly after receipt of notice thereof given by you): (i) a
decrease in your aggregate Base Salary and annual bonus opportunity, (ii) any
failure by Danielson to comply with the provisions of Section 6.6 of the
Recapitalization Agreement; or (iii) any required relocation of more than 50
miles to which you do not agree. Upon any termination for Good Reason, the
Company's obligation to pay you the compensation and benefits described in this
letter shall immediately cease and expire; provided however, that if you execute
and do not revoke your consent to a release in a form reasonably satisfactory to
the Company, the Company shall pay to you, within fifteen (15) business days
following the last date upon which your consent to such release may be revoked,
the Severance Compensation. Following a termination of your employment for Good
Reason, the Company shall also pay to you salary earned through the date of
termination, together with any earned but as yet unpaid bonuses from any prior
calendar year.

      8. Termination Due to Death or Permanent Disability. If you die or your
employment is terminated due to permanent disability during your employment with
the Company, the Company's obligations to pay the compensation and benefits
described herein shall immediately cease and expire, except that, within fifteen
(15) business days your death or termination of employment due to permanent
disability, the Company shall
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pay to you or your estate that portion of your Base Salary which was earned
through the termination date, together with any earned and unpaid annual bonus
from any prior calendar year. Thereafter, the Company shall have no further
obligations to you or your estate, heirs, executors, administrators, and
personal representatives).

      9. Severance Compensation. The Severance Compensation shall consist of the
following: (i) separation pay in an amount equal to six (6) months of your then
current Base Salary (payable in either equal monthly payments for six (6) months
or in a single sum payment, at your election) (ii) an amount equal to the
highest bonus paid to you by the Company during the preceding three (3) fiscal
years, if any and (iii) continued participation in the medical, dental and life
insurance plans that are in effect for active Company employees for one year
following such termination of employment, at a cost to you not greater than the
cost of such benefits to active employees. Notwithstanding the foregoing, the
Company reserves the right to amend or terminate any of these plans at any time.
Following the expiration of such one year period, you shall be entitled to
exercise your right to continue benefit coverage pursuant to the terms of COBRA.

      10. No Duty to Mitigate; No Offset. Following the termination of your
employment for any reason, you shall have no duty to mitigate or to seek or take
subsequent employment. If you do obtain subsequent employment, your right to the
payments described in Section 9 or to any other post-employment payments due
hereunder will not be offset or reduced by any compensation or benefits received
you from such employment or from any other source.

      11. Restrictive Covenants. During the term of your employment with the
Company, and for a period of two (2) years following the date on which your
employment with the Company terminates, you agree that you will not (i) accept
employment with, work for or act in any other capacity for any Competitor (as
defined below); (ii) solicit, recruit, hire, or attempt to hire any person who
is then, or within the preceding twelve (12) month period was, an employee of
the Company; or urge, influence, induce or seek to induce any employee of the
Company to terminate his/her relationship with the Company; (iii) solicit, urge,
influence, entice, induce or seek to induce any of the Company's
representatives, consultants, brokers or other independent contractors to
terminate their relationship with, or representation of, the Company, or to
cancel, withdraw, reduce, limit or in any manner modify any of such person's or
entity's business with, or representation of, the Company for whatever reason or
purpose; and (iv) disclose in any way any of the Company's confidential
information. For purposes hereof, "Competitor" shall mean any person directly
engaged in the transportation of cargo by water on the Inland Waterway System of
the United States, in competition with American Commercial Barge Line LLC or any
of its affiliates, or any person engaged in the construction or repair of
vessels for use primarily on the Inland Waterway System of the United States, in
competition with either Jeffboat LLC, or any of its affiliates, or Louisiana
Dock Company LLC, or any of its affiliates.

      12. Acknowledgement and Consent. As consideration for the Restrictive
Covenants, the Company has granted to you the right to receive the Severance
Compensation under the circumstances described herein. You hereby acknowledge,
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represent and warrant that the right to receive the Severance Compensation was
specifically bargained for, and is adequate consideration for the Restricted
Covenant. As of the Closing Date, the Company will amend each of the
Supplemental Savings Plan for Eligible Executives of American Commercial Lines
LLC, the American Commercial Lines LLC Amended and Restated Salary Continuation
Plan, and the Special Retirement Plan of American Commercial Lines LLC (the
"Executive Plans"), to delete from each such Executive Plan any provision which
would otherwise require the accelerated payment or funding of plan benefits in
connection with the execution of the Recapitalization Agreement or the
consummation of the transactions contemplated by the Recapitalization Agreement.
You hereby consent to the adoption of such amendments and waive any rights you
may have under the Executive Plans to require the accelerated payment or funding
of plan benefits.

      13. Miscellaneous. This letter constitutes our entire agreement with
respect to the subject matter hereof, and supersedes any and all oral and/or
written prior agreements. No waiver or modification of this letter or of any
term, covenant, condition, or limitation contained in this letter shall be valid
unless in writing and executed by the party to be charged with it. No agreements
or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this letter agreement. This letter agreement shall be governed in
accordance with the laws of the State of Indiana, without regard to its
principles of conflicts of laws. No provision of this letter agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing by you and the Company. This letter agreement shall inure
to the benefit of and be binding upon the Company and its successors and
assigns.
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      If the terms set forth herein comport with your understanding of the terms
and conditions agreed upon, please countersign this letter and return a copy to
my attention.

                                        Yours very truly,

                                        /s/ Paul S. Besson
                                        ________________________________________


Agreed to and accepted:


/s/ Michael C. Hagan
__________________________________
Michael C. Hagan

Dated: