Plan
                   Notice of Non-Qualified Stock Option Grant

First_Name Last_Name                          Grant Date:         April 27, 1999
Address_Line_1                                Options Granted:    Shares_Granted
Address_Line_2                                Option Price:       $44.8125
Address_Line_3                                Expiration Date:    April 26, 2009
City, State Zip_Code                          Grant Number:       Number
SSN: SSN


CSX  Corporation   ("CSX")  has  granted  to  you  non-qualified  stock  options
("Options")  to purchase CSX common stock.  Your grant has been made pursuant to
CSX's   Plan (the "Plan"),  which,  together with   the terms  contained in this
Notice, sets forth terms and conditions of your grant and is incorporated herein
by  reference.  A copy of the Plan is  available  at your  request  from the CSX
Corporate  Secretary  Department  and can be  sent  to you in  hard  copy or via
e-mail.  You should review the terms of this Notice and the Plan carefully.  The
capitalized terms used in this Notice are defined in the Plan. Unless you notify
the CSX Corporate  Secretary in writing that you do not accept the Options,  you
will be deemed to have  agreed to the terms of this  Notice and the terms of the
Plan.

Vesting and Exercisability:
Subject to the terms of the Plan,  the Options will vest on April 27, 2000,  and
will become exercisable according to the following schedule:

                  First Date of             Shares                   Expiration
                  Exercisability            Exercisable              Date
                  -------------------------------------------------------------
                  04/27/2002        Shares_Period_1                  04/26/2009
                  04/27/2003        Shares_Period_2                  04/26/2009
                  04/27/2004        Shares_Period_3                  04/26/2009
In the  case of a  Change  in  Control,  the  Options  will  become  exercisable
immediately.

Employment Requirements:
The Plan sets out the terms and  conditions  that govern this grant in the event
of your  Separation  from  Employment.  In the  event  of your  Separation  from
Employment  prior to April 27, 2000, a portion of the Options will vest based on
the number of Completed  Months of  employment  following the date of the grant.
Each portion of the grant will be  pro-rated  in the same manner.  As set out in
the Plan,  if your  Separation  from  Employment  is for any  reason  other than
Retirement,  Disability or death,  you will have 30 days after  Separation  from
Employment to exercise any vested Options that are exercisable.  In the event of
your  Separation  from  Employment  due to  Disability  or  death,  you or  your
Beneficiary  or  estate  will  have up to five  years  (but not  later  than the
expiration date) to exercise any vested Options.  Beneficiary  designation forms
may be obtained upon request from the CSX  Corporate  Secretary  Department.  If
your Separation  from  Employment is because of Retirement,  you will have until
the expiration date to exercise any vested Options.  Please consult the Plan for
a more comprehensive explanation of termination and vesting provisions.

Exercise:
You may exercise these Options,  in whole or in part, to purchase a whole number
of vested shares at any time by following the exercise procedures established by
CSX. All exercises must take place before the  expiration  date, or such earlier
dates as established by the Plan following your Separation from  Employment.  An
exercise of Options generates federal and applicable state income and employment
tax withholding obligations. As provided in the Plan, the full purchase price of
the  shares  being  purchased  through  exercise  of  Options  and  the  related
withholding taxes for federal,  state or local jurisdictions must be paid to CSX
at the  time of an  exercise  of  Options.  For  further  information  regarding
procedures  for  exercising  Options,  you  should  contact  the  CSX  Corporate
Secretary Department.

Restrictions on Exercise:
Your  ability  to  exercise  the  Options  is  subject  to any  restrictions  or
requirements imposed by law or by CSX.