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                                                                EXECUTION COPY

                                 FIRST AMENDMENT

                  FIRST AMENDMENT, dated as of May 17, 2002 (this "Amendment"),
to the FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of June 8, 2001 (as
amended, supplemented or otherwise modified, the "Credit Agreement"), among CSX
CORPORATION, a Virginia corporation, as Borrower, the LENDERS parties thereto,
CITIBANK, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, CREDIT
SUISSE FIRST BOSTON and MIZUHO FINANCIAL GROUP, as Co-Documentation Agents, and
JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), as
Administrative Agent.

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make certain loans and other extensions of credit to the Borrower; and

                  WHEREAS, the Borrower has requested and, upon this Amendment
becoming effective, the Lenders have agreed, to amend certain provisions of the
Credit Agreement upon the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereto agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1   Defined Terms. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
such terms in the Credit Agreement.

                   SECTION 2. AMENDMENTS TO CREDIT AGREEMENT

                  2.1   Amendment to Section 3.07. Section 3.07 of the Credit
Agreement is hereby amended by inserting after the phrase "all laws, regulations
and orders" in such Section the parenthetical "(other than Environmental Laws)".

                  2.2   Amendment of Section 4.02. Section 4.02(a) of the
Credit  Agreement is hereby amended by deleting such Section in its entirety
and substituting in lieu thereof a new Section 4.02(a) to read in its entirety
as follows:

                  (a)   The representations and warranties of the Borrower set
         forth in this Agreement (other than the representations and warranties
         set forth in Sections 3.04(b) and 3.06) shall be true and correct on
         and as of the date of such Borrowing or the date of issuance,
         amendment, renewal or extension of such Letter of Credit, as
         applicable.



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                  2.3   New Section 6.10. Article VI of the Credit Agreement is
hereby amended by adding at the end of such Article the following new
Section 6.10:

                  SECTION 6.10. Final Asset Division. Notwithstanding any
         provision to the contrary in Article VI (but without prejudice to
         Sections 6.05, 6.08 and 6.09), the Borrower and its Subsidiaries shall
         be permitted to incur, assume, refinance, replace, guarantee or
         otherwise assume direct or indirect responsibility for the payment of
         the Allocable CSX/NS Debt (calculated without giving effect to clause
         (c) of the proviso to the definition thereof) or Allocable CSX/NS
         Attributable Debt (calculated without giving effect to clause (c) of
         the proviso to the definition thereof) of the CSX/NS Acquisition Sub
         Entities in connection with the final asset division contemplated by
         the CSX/NS Agreement, either on an unsecured basis or secured by Liens
         on the assets of any CSX/NS Acquisition Sub Entity (whether such assets
         remain assets of such CSX/NS Acquisition Sub Entity or are acquired by
         the Borrower or any of its Subsidiaries) and any resulting Debt, Lien
         or, to the extent applicable, Sale/Leaseback Transaction of the
         Borrower or any of its Subsidiaries shall not be included for purposes
         of determining compliance with the limitations contained in Sections
         6.01(e), 6.02(f) and 6.03(c).

                            SECTION 3. MISCELLANEOUS

                  3.1   Limited Effect. Except as expressly amended, modified
and supplemented hereby, the Credit Agreement is, and shall remain, in full
force and effect in accordance with its terms.

                  3.2   Effectiveness. This Amendment shall become effective as
of the date hereof upon (a) receipt by the Administrative Agent of a counterpart
hereof duly executed by the Borrower and the Majority Lenders and (b) payment by
the Borrower to the Administrative Agent of an amendment fee, for the account of
each Lender that executes and delivers a counterpart hereof on or prior to 5:00
p.m., New York City time, on May 17, 2002, in an amount equal to 0.02% of the
aggregate amount of each such Lender's Commitment.

                  3.3   Representations and Warranties. On and as of the date
hereof and after giving effect to this Amendment, the Borrower hereby confirms,
reaffirms and restates the representations and warranties set forth in
Article III of the Credit Agreement mutatis mutandis, except to the extent that
such representations and warranties expressly relate to a specific earlier date
in which case the Borrower hereby confirms, reaffirms and restates such
representations and warranties as of such earlier date.

                  3.4   Counterparts. This Amendment may be executed by one or
more of the parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent. This Amendment
may be delivered by facsimile transmission of the relevant signature pages
hereof.

                  3.5   GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGA-
TIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRE-
TED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF.

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                                CSX CORPORATION,
                                   as Borrower

                                By: __________________________

                                    Title:

                                JPMORGAN CHASE BANK,
                                   as Administrative Agent and as a Lender,

                                By: __________________________

                                    Title:

                                 CITIBANK, N.A.,
                                   as Co-Syndication Agent and as a Lender,

                                By: __________________________

                                   Title:

                                THE BANK OF NOVA SCOTIA,

                                   as Co-Syndication Agent and as a Lender,

                                By: __________________________

                                    Title:

                                CREDIT SUISSE FIRST BOSTON,
                                   as Co-Documentation Agent and as a Lender,

                                By: __________________________

                                    Title:

                                By: __________________________

                                    Title:

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                                MIZUHO CORPORATE BANK, LTD.

                                By: __________________________

                                    Title:

                                PNC BANK, NATIONAL ASSOCIATION

                                By: __________________________

                                    Title:

                                BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                By: __________________________

                                    Title:

                                THE BANK OF NEW YORK

                                By: __________________________

                                    Title:

                                BANK ONE, NA

                                By: __________________________

                                    Title:

                                WACHOVIA BANK, NATIONAL ASSOCIATION

                                By: __________________________

                                    Title:

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                                FLEET NATIONAL BANK

                                By: __________________________

                                    Title:

                                SUNTRUST BANK, A GEORGIA BANK

                                By: __________________________

                                    Title:

                                UBS AG, STAMFORD BRANCH

                                By: __________________________

                                    Title:

                                By: __________________________

                                    Title:

                                DEUTSCHE BANK AG NEW YORK BRANCH

                                By: __________________________

                                    Title:

                                By: __________________________

                                    Title:

                                THE MITSUBISHI TRUST AND BANKING CORPORATION

                                By: __________________________

                                    Title:

                                THE NORTHERN TRUST COMPANY

                                By: __________________________

                                    Title:

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                                FIFTH THIRD BANK

                                By: __________________________

                                    Title:

                                UFJ BANK LIMITED

                                By: __________________________

                                    Title: