ex10-1.htm


     

    Exhibit
10.1

     

    
      INDEMNITY
AGREEMENT

       

      This
Indemnification Agreement (“Agreement”) is made as of June 24, 2008 by and
between CSX Corporation, a Virginia corporation (the “Company”), and
________________ (“Indemnitee”).

       

      RECITALS

       

      WHEREAS,
highly competent persons have become more reluctant to serve publicly-held
corporations as directors unless they are provided with adequate indemnification
against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation;

       

      WHEREAS,
the Articles of Incorporation and the Virginia Stock Corporation Act (the
“Virginia Act”) expressly provide that the indemnification provisions set forth
therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the board of directors, officers and
other persons with respect to indemnification;

       

      WHEREAS,
a recent court decision in Delaware and the 2008 contested election for
directors of the Company have created concerns as to the reliability of
indemnification of directors as protection against personal
liability;

       

      WHEREAS,
it is reasonable and prudent for the Company contractually to obligate itself to
indemnify, and to advance expenses on behalf of, such persons to the fullest
extent permitted by applicable law so that they will serve or continue to serve
the Company free from undue concern that they will not be protected; and/or to
confirm to persons who cease to be directors (other than as a result of a
resignation under Section 9 of a Director Agreement (as defined in Section 13(b)
of this Agreement)) that such persons are entitled to such indemnification and
advancement of expenses; and

       

      WHEREAS,
this Agreement is a supplement to and in furtherance of the Articles of
Incorporation of the Company and any resolutions adopted pursuant thereto, and
shall not be deemed a substitute therefor, nor to diminish or abrogate any
rights of Indemnitee thereunder;

       

      NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:

       

      Section
1.        Services to the
Company. Indemnitee agrees to serve as a director of the
Company.  Indemnitee may at any time and for any reason resign from
such position (subject to any other contractual obligation or any obligation
imposed by operation of law), in which event the Company shall have no
obligation under this Agreement to continue Indemnitee in such
position.  This Agreement shall not be deemed an employment contract
between the Company (or any of its subsidiaries or any Enterprise) and
Indemnitee. The foregoing notwithstanding, this Agreement shall continue in
force after Indemnitee has ceased to serve as a director of the
Company.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      Section
2.         Definitions.  As
used in this Agreement:

       

      (a)      A
“Change in Control” shall be deemed to occur upon the earliest to occur after
the date of this Agreement of any of the following events:

       

      (i)      Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes the
Beneficial Owner (as defined below), directly or indirectly, of securities of
the Company representing thirty percent (30%) or more of the combined voting
power of the Company’s then outstanding securities;

       

      (ii)     Change
in Board of Directors. During any period of two (2) consecutive years (not
including any period prior to the execution of this Agreement), individuals who
at the beginning of such period constitute the Board, and any new director
(other than a director nominated at the 2008 annual meeting on behalf of someone
other than the board of directors or designated by a person who has effected, or
entered into an agreement with the Company to effect, a transaction described in
Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by the Board or
nomination for election by the Company’s shareholders was approved by a vote of
at least a majority of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at least
a majority of the members of the Board;

       

      (iii)     Corporate
Transactions. The effective date of a merger or consolidation of the Company
with any other entity, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity) more than
51% of the combined voting power of the voting securities of the surviving
entity outstanding immediately after such merger or consolidation and with the
power to elect at least a majority of the board of directors or other governing
body of such surviving entity;

       

      (iv)     Dissolution
or Disposition of Assets.  The approval by the shareholders of the
Company of the dissolution of the Company or of an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets;
and

       

      (v)     Other
Events. There occurs any other event of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a
response to any similar item on any similar schedule or form) promulgated under
the Exchange Act (as defined below), whether or not the Company is then subject
to such reporting requirement.

       

      For
purposes of this Section 2(a), the following terms shall have the following
meanings:

       

      (A)     “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.

       

      (B)     “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange
Act; provided, however, that Person shall exclude (i) the Company, (ii) any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, and (iii) any corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

       

       

      
        
          
          

        

        
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      (C)     “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the
Exchange Act; provided, however, that Beneficial Owner shall exclude any Person
otherwise becoming a Beneficial Owner by reason of the shareholders of the
Company approving a merger of the Company with another entity.

       

      (b)     “Corporate
Status” describes the status of a person who is or was a director, officer,
employee or agent of the Company or of any other corporation, limited liability
company, partnership or joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the
Company.

       

      (c)      “Disinterested
Director” means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by
Indemnitee.

       

      (d)     “Enterprise”
shall mean the Company and any other corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of
which Indemnitee is or was serving at the request of the Company as a director,
officer, employee, agent or fiduciary.

       

      (e)     “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise participating
in, a Proceeding.  Expenses also shall include Expenses incurred in
connection with any appeal resulting from any Proceeding, including without
limitation the premium, security for, and other costs relating to any cost bond,
supersedeas bond, or other appeal bond or its equivalent. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.

       

      (f)     “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past three years
has been, retained to represent:  (i) the Company or Indemnitee in any
matter material to either such party (other than with respect to matters
concerning the Indemnitee under this Agreement, or other indemnitees under
similar indemnification agreements), or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.  The
Company agrees to pay the reasonable fees and expenses of the Independent
Counsel referred to above and to indemnify such counsel fully against any and
all Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto. 
dispute  resolution  mechanism,  investigation,  inquiry,
administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil,
criminal, administrative or investigative nature, in which Indemnitee was, is or
will be involved as a party or otherwise by reason of the fact that Indemnitee
is or was a director of the Company, by reason of any action taken by him or of
any action on his part while acting as director of the Company, or by reason of
the fact that he is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, limited liability company,
partnership, joint venture, trust or other enterprise, in each case whether or
not serving in such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement or advancement of expenses can be
provided under this Agreement; except one initiated by Indemnitee to enforce his
rights under this Agreement. 

         

      

       

       

      
        
          
          

        

        
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      (g)    
The term “Proceeding” shall include any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or otherwise and whether
of a civil, criminal, administrative or investigative nature, in which
Indemnitee was, is or will be involved as a party or otherwise by reason of the
fact that Indemnitee is or was a director of the Company, by reason of any
action taken by him or of any action on his part while acting as director of the
Company, or by reason of the fact that he is or was serving at the request of
the Company as a director, officer, employee or agent of another corporation,
limited liability company, partnership, joint venture, trust or other
enterprise, in each case whether or not serving in such capacity at the time any
liability or expense is incurred for which indemnification, reimbursement or
advancement of expenses can be provided under this Agreement; except one
initiated by Indemnitee to enforce his rights under this Agreement.

       

      (h)     Reference to “other
enterprise” shall include employee benefit plans; references to “fines” shall
include any excise tax assessed with respect to any employee benefit plan;
references to “serving at the request of the Company” shall include any service
as a director of the Company which imposes duties on, or involves services by,
such director with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed not to have engaged in
willful misconduct or a knowing violation of criminal law.

       

      Section
3.         (a)     Indemnity in Third-Party
Proceedings.  The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 3 if Indemnitee is, or is
threatened to be made, a party to or a participant in any Proceeding, including
a Proceeding by or in the right of the Company to procure a judgment in its
favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the
fullest extent permitted by applicable law against all Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by
Indemnitee or on his behalf in connection with such Proceeding or any claim,
issue or matter therein, except for indemnification of the Indemnitee for his
willful misconduct or his knowing violation of the criminal law.

       

      (b)     Settlement.

       

      (i)     Notwithstanding
any other provisions of this Agreement, the Company shall have no obligation to
indemnify Indemnitee under this Agreement for any amounts paid in settlement of
any Proceeding Indemnitee effected without the Company’s prior written consent,
not to be unreasonably withheld.

       

       

      
        
          
          

        

        
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      (ii)     The
Company shall not, without the prior written consent of Indemnitee (not to be
unreasonably withheld), consent to the entry of any judgment against Indemnitee
or enter into any settlement or compromise which (A) includes an admission of
fault of Indemnitee, any non-monetary remedy affecting or obligation of
Indemnitee, or monetary obligation for which Indemnitee is not indemnified
hereunder or (B) with respect to any Proceeding with respect to which Indemnitee
is likely to be or is made a party, witness or participant or is otherwise
entitled to seek indemnification hereunder, does not include, as an
unconditional term thereof, the full release of Indemnitee from all liability in
respect of such Proceeding, which release shall be in form and substance
reasonably satisfactory to Indemnitee.

       

      Section
4.         Indemnification for Expenses
of a Party Who is Wholly or Partly Successful.  Notwithstanding
any other provisions of this Agreement, (other than Section 6(a) and (c) and
Section 13(b) of this Agreement), to the fullest extent permitted by applicable
law and to the extent that Indemnitee is a party to (or a participant in) and is
successful, on the merits or otherwise, in any Proceeding or in defense of any
claim, issue or matter therein, in whole or in part, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him in
connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall, subject to
Section 3(b)(i), Section 6(a) and (c) and Section 13(b) of this Agreement,
indemnify Indemnitee against all Expenses actually and reasonably incurred by
him or on his behalf in connection with each successfully resolved claim, issue
or matter. If the Indemnitee is not wholly successful in such Proceeding, the
Company also shall, subject to Section 3(b)(i), Section 6(a) and (c) and Section
13(b) of this Agreement, indemnify Indemnitee against all Expenses reasonably
incurred in connection with a claim, issue or matter related to any claim,
issue, or matter on which the Indemnitee was successful. For purposes of this
Section and without limitation, the termination of any claim, issue or
matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.

       

      Section
5.         Indemnification For Expenses
of a Witness.  Notwithstanding any other provision of this
Agreement (other than Section 3(b)(i), Section 6(a) and (c) and Section 13(b) of
this Agreement), to the fullest extent permitted by applicable law and to the
extent that Indemnitee is, by reason of his Corporate Status, a witness in any
Proceeding to which Indemnitee is not a party, he shall be indemnified against
all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.

       

      Section
6.         Exclusions.  Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against
Indemnitee:

       

      (a)      for
which payment has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any excess
beyond the amount paid under any insurance policy or other indemnity provision;
or

       

      (b)      for
an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Securities Exchange Act of 1934, as amended; or

       

       

      
        
          
          

        

        
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      (c)      in
connection with any Proceeding (or any part of any Proceeding) initiated by
Indemnitee, including any Proceeding (or any part of any Proceeding) initiated
by Indemnitee prior to a Change of Control against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board of Directors of
the Company authorized the Proceeding (or any part of any Proceeding) prior to
its initiation or (ii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable
law.

       

      Section
7.         Advances of
Expenses.

       

      (a)      In
accordance with the pre-existing requirement of Section 7.3 of the Articles of
Incorporation of the Company, and notwithstanding any provision of this
Agreement to the contrary but subject to Section 7(c) of this Agreement, the
Company shall advance, to the extent not prohibited by law, the expenses
reasonably incurred by Indemnitee in connection with any Proceeding, and such
advancement shall be made within 30 days after the receipt by the Company of a
statement or statements requesting such advances (supported by statements in
reasonable detail of Expenses incurred or to be incurred within the next 30
days) from time to time, whether prior to or after final disposition of any
Proceeding. Advances shall be unsecured and interest free. Advances shall be
made without regard to Indemnitee’s ability to repay the expenses and without
regard to Indemnitee’s ultimate entitlement to indemnification under the other
provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing an action to enforce this right of advancement,
including Expenses incurred preparing and forwarding statements to the Company
to support the advances claimed.  The Indemnitee shall qualify for
advances upon the execution and delivery to the Company of this Agreement which
shall constitute an undertaking that the Indemnitee will repay the advance to
the extent that it is ultimately determined that Indemnitee is not entitled to
be indemnified by the Company.  

       

      (b)      In
the event the Company is obligated under this Section 7 hereof to pay, and pays
the Expenses of any Proceeding against Indemnitee, the Company, if appropriate,
shall be entitled to assume the defense of such Proceeding, with counsel
approved by Indemnitee, which approval shall not be unreasonably withheld, upon
the delivery to Indemnitee of written notice of its election so to
do.  After delivery of such notice, approval of such counsel by
Indemnitee and the retention of such counsel by the Company, the Company will
not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding,
provided that (i) Indemnitee shall have the right to employ his counsel in any
such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of
counsel by Indemnitee has been previously authorized by the Company, (B)
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense
or (C) the Company shall not, in fact, have employed counsel approved by
Indemnitee to assume the defense of such Proceeding, then the fees and expenses
of Indemnitee’s counsel shall be at the expense of the Company.

       

      (c)      This
Section 7 shall not apply to any claim made by Indemnitee for which indemnity is
excluded pursuant to Section 6(a) or (c) or Section 13(b) of this
Agreement.

       

       

      
        
          
          

        

        
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      Section
8.         Procedure for Notification
and Defense of Claim.  To obtain indemnification under this
Agreement, Indemnitee shall submit to the Company a written request, including
therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to
what extent Indemnitee is entitled to indemnification following the final
disposition of such action, suit or proceeding.  The omission to
notify the Company will not relieve the Company from any liability which it may
have to Indemnitee otherwise than under this Agreement. The Secretary of the
Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested
indemnification.

       

      Section
9.         Procedure Upon Application
for Indemnification.

       

      (a)      Upon
written request by Indemnitee for indemnification pursuant to the first sentence
of Section 8, a determination, if required by applicable law, with respect
to Indemnitee’s entitlement thereto shall be made in the specific case in
accordance with Section 13.1-701(B) of the Virginia Act and Section 7.3 of the
Company’s Articles of Incorporation.  Indemnitee shall cooperate with
the person, persons or entity making such determination with respect to
Indemnitee’s entitlement to indemnification, including providing to such person,
persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such
determination.  Subject to Section 13(b) of this Agreement, any costs
or expenses (including reasonable attorneys’ fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.

       

      (b)      In
the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 9(a) hereof, the Independent
Counsel shall be selected as provided in this Section 9(b). If a Change in
Control shall not have occurred, the Independent Counsel shall be selected by
the Board of Directors, and the Company shall give written notice to Indemnitee
advising him of the identity of the Independent Counsel so
selected.  If a Change in Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
such selection be made by the Board of Directors, in which event the preceding
sentence shall apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so
selected.  In either event, Indemnitee or the Company, as the case may
be, may, within 10 days after such written notice of selection shall have been
given, deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as
defined in Section 2 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion.  Absent a
proper and timely objection, the person so selected shall act as Independent
Counsel.  If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court has determined that such objection
is without merit. If, within twenty (20) days after the later of submission by
Indemnitee of a written request for indemnification pursuant to Section 8
hereof and the final disposition of the Proceeding, no Independent Counsel shall
have been selected and not objected to, either the Company or Indemnitee may
petition the Virginia Court (as defined in Section 20 of this Agreement) for
resolution of any objection which shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by the Court or by such
other person as the Court shall designate, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as
Independent Counsel under Section 9(a) hereof. Upon the due commencement of
any judicial proceeding or arbitration pursuant to Section 11(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).

       

       

      
        
          
          

        

        
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      Section
10.        Presumptions and Effect of
Certain Proceedings.

       

      (a)      Subject
to Section 13(b) of this Agreement, in making a determination with respect to
entitlement to indemnification hereunder, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 8 of this Agreement, and the Company shall have
the burden of proof to overcome that presumption in connection with the making
by any person, persons or entity of any determination contrary to that
presumption.  Neither the failure of the Company (including by its
directors or Independent Counsel) to have made a determination prior to the
commencement of any action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its
directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that Indemnitee has not met the applicable standard of conduct.

       

      (b)      Subject
to Section 11(e), if the person, persons or entity empowered or selected
under Section 9 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within sixty
(60) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law or Section 13(b) of this Agreement; provided, however, that such
60-day period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if the person, persons or entity making the determination with
respect to entitlement to indemnification in good faith requires such additional
time for the obtaining or evaluating of documentation and/or information
relating thereto; and provided, further, that the
foregoing provisions of this Section 10(b) shall not apply if the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 9(a) of this Agreement.

       

      (c)      The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee was guilty of willful misconduct or a
knowing violation of criminal law.

       

       

      
        
          
          

        

        
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      (d)      Actions of Others.
The knowledge and/or actions, or failure to act, of any director, officer, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.

       

      Section
11.        Remedies of
Indemnitee.

       

      (a)      Subject
to Section 11(e), in the event that (i) a determination is made pursuant to
Section 9 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not timely
made pursuant to Section 7 of this Agreement, (iii) no determination of
entitlement to indemnification shall have been made pursuant to
Section 9(a) of this Agreement within 90 days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification is not made
pursuant to Section 4 or 5 or the last sentence of Section 9(a) of
this Agreement within ten (10) days after receipt by the Company of a written
request therefor, or (v) payment of indemnification pursuant to Section 3
of this Agreement is not made within ten (10) days after a determination has
been made that Indemnitee is entitled to indemnification, Indemnitee shall be
entitled to an adjudication by a court of his entitlement to such
indemnification or advancement of Expenses. Alternatively, Indemnitee, at his
option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication
or an award in arbitration within one hundred eighty (180) days following the
date on which Indemnitee first has the right to commence such proceeding
pursuant to this Section 11(a); provided, however,
that the foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under Section 4 of this
Agreement.  The Company shall not oppose Indemnitee’s right to seek
any such adjudication or award in arbitration.

       

      (b)      In
the event that a determination shall have been made pursuant to
Section 9(a) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to
this Section 11 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination.  In any judicial proceeding or arbitration
commenced pursuant to this Section 11 the Company shall have the burden of
proving Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be.

       

      (c)      If
a determination shall have been made pursuant to Section 9(a) of this
Agreement that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 11, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law.

       

      (d)      The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 11 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement.  Subject to Section
13(b) of this Agreement, the Company shall indemnify Indemnitee against any and
all Expenses and, if requested by Indemnitee, shall (within ten (10) days after
receipt by the Company of a written request therefor) advance, to the extent not
prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee
in connection with any action brought by Indemnitee for indemnification or
advance of Expenses from the Company under this Agreement or under any
directors’ and officers’ liability insurance policies maintained by the Company,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advancement of Expenses or insurance recovery, as the case may
be.

       

       

      
        
          
          

        

        
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      (e)      Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement
to indemnification under this Agreement shall be required to be made prior to
the final disposition of the Proceeding.

       

      Section
12.        Non-exclusivity; Survival of
Rights; Insurance; Subrogation.

       

      (a)      The
rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Company’s
Articles of Incorporation, any agreement, a vote of shareholders or a resolution
of directors, or otherwise.  No amendment, alteration or repeal of
this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal. To the extent that a change in Virginia law, whether by statute or
judicial decision, permits greater indemnification or advancement of Expenses
than would be afforded currently under the Company’s Articles of Incorporation
and this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change; provided, however, that in no
event shall any director who has resigned pursuant to Section 9 of the Director
Agreement (as defined in Section 13(b)) be entitled to indemnification under
this Agreement.  No right or remedy herein conferred is intended to be
exclusive of any other right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or
remedy.

       

      (b)      To
the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, employees or agents of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person serves at the request of the Company,
Indemnitee shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any such
director, officer, employee or agent under such policy or
policies.  If, at the time of the receipt of a notice of a claim
eligible for indemnification pursuant to the terms hereof, the Company has
director and officer liability insurance in effect, the Company shall give
prompt notice of the commencement of such proceeding to the insurers in
accordance with the procedures set forth in the respective
policies.  The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of
such policies.

       

       

      
        
          
          

        

        
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      (c)      In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to secure
such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.

       

      (d)      The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder (or for which advancement is provided
hereunder) if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or
otherwise.

       

      (e)      The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
with respect to service at the request of the Company as a director, officer,
employee or agent of any other corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise
shall be reduced by any amount Indemnitee has actually received as
indemnification or advancement of expenses from such other corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or
other enterprise with respect to such service.

       

      Section
13.        Duration of
Agreement.

       

      (a)      Subject
to Section 13(b) of this Agreement, this Agreement shall continue until and
terminate upon the later of: (i) ten (10) years after the date that Indemnitee
shall have ceased to serve as a director of the Company or (ii) one (1) year
after the final termination of any Proceeding then pending in respect of which
Indemnitee is granted rights of indemnifi­cation or advancement of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to
Section 11 of this Agreement relating thereto. This Agreement shall be
binding upon the Company and its successors and assigns and shall inure to the
benefit of Indemnitee and his heirs, executors and administrators.

       

      (b)      This
Agreement shall be terminated immediately in the event of Indemnitee’s
resignation as a director pursuant to Section 9 of the Director Agreement
entered into between the Company and Indemnitee (the “Director Agreement”), and
Indemnitee shall not be entitled to any indemnification hereunder (regardless of
whether a Proceeding or the events underlying the Proceeding occurred prior to
such resignation).

       

      (c)       In
the event Indemnitee resigns pursuant to Section 9 of the Director Agreement,
Indemnitee shall return to the Company all amounts paid hereunder to Indemnitee
and to third parties on Indemnitee’s behalf, including amounts received under
insurance policies maintained by the Company.  This Section 13(c)
shall survive termination of this Agreement.

       

      Section
14.        Severability.  If
any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including
without limitation, each portion of any Section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law; (b)
such provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.

       

       

      
        
          
          

        

        
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      Section
15.        Enforcement.

       

      (a)      The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to continue to serve as a director of the Company and/or to confirm to
Indemnitee that, subject to Section 13(b) of this Agreement, after he ceases to
be a director he will continue to be entitled to indemnification and advancement
of expenses by the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in continuing to serve as a director of the Company
and has provided other good and valuable consideration in connection with this
Agreement, the sufficiency and receipt of which are hereby
acknowledged.

       

      (b)      This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof; provided, however, that this
Agreement is a supplement to and in furtherance of, the Articles of
Incorporation of the Company and applicable law, and shall not be deemed a
substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.

       

      Section
16.        Modification and
Waiver.  No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by the parties thereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions of this Agreement nor shall any
waiver constitute a continuing waiver.

       

      Section
17.        Notice by
Indemnitee.  Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
that may be subject to indemnification or advancement of Expenses covered
hereunder. The failure of Indemnitee to so notify the Company shall not relieve
the Company of any obligation that it may have to the Indemnitee under this
Agreement or otherwise; provided, however, that a delay
in giving such notice shall not deprive Indemnitee of any right to be
indemnified under this Agreement unless, and then only to the extent that, such
delay is materially prejudicial to the defense of such claim.

       

      Section
18.        Notices.  All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given if (a) delivered by
hand and receipted for by the party to whom said notice or other communication
shall have been directed, (b) mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed, (c) mailed by reputable overnight courier and receipted for by the party
to whom said notice or other communication shall have been directed or (d) sent
by facsimile transmission, with receipt of oral confirmation that such
transmission has been received:

       

       

      
        
          
          

        

        
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      (i)     if
to Indemnitee, at the address indicated on the signature page of this Agreement,
or such other address as Indemnitee shall provide to the Company;
and

       

      (ii)     if
to the Company to Corporate Secretary, CSX Corporation, 500 Water Street,
Jacksonville, FL 32202.

       

      
        or to any
other address as may have been furnished to Indemnitee by the Company or vice
versa.

         

      

      Section
19.        Contribution. To the
fullest extent permissible under applicable law, if the indemnification provided
for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes,
amounts paid or to be paid in settlement and/or for Expenses, in connection with
any claim relating to an indemnifiable event under this Agreement, in such
proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the
Company and Indemnitee as a result of the event(s) and/or transaction(s) giving
cause to such Proceeding; and/or (ii) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).

       

      Section
20.        Applicable Law and Consent
to Jurisdiction. This Agreement and the legal relations among the parties
shall be governed by, and construed and enforced in accordance with, the laws of
the Commonwealth of Virginia, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to
Section 11(a) of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the Circuit
Court for Henrico County, Commonwealth of Virginia (the “Virginia Court”), and
not in any other state or federal court in the United States of America or any
court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Virginia Court for purposes of any action or proceeding arising out of or
in connection with this Agreement, (iii) waive any objection to the laying of
venue of any such action or proceeding in the Virginia Court, and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding
brought in the Virginia Court has been brought in an improper or inconvenient
forum.

       

      Section
21.        Identical
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

       

       

      
        
          
          

        

        
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      Section
22.        Miscellaneous.  Use
of the masculine pronoun shall be deemed to include usage of the feminine
pronoun where appropriate. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

       

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

       

       

      
        
          	CSX
      CORPORATION	 	 	IMDEMNITEE
	 	 	 	 	 	 
	
                  By: 

                	
                   

                	 	 	
                  Name: 

                	 	 
	
                  Name:

                	
                   

                	 	 	
                  Address:

                	 	 
	
                  Office: 

                	
                   

                	 	 	
                   

                	 	 


        

      

    

     

     

     

     

     

     

     

     

     

     

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