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                                 CSX CORPORATION
               2002 CORPORATE DIRECTOR DEFERRED COMPENSATION PLAN
               --------------------------------------------------

                            EFFECTIVE JANUARY 1, 2003
                            -------------------------

                   The purpose of this Plan is to permit members of the Board of
Directors of CSX Corporation to elect deferred receipt of director's fees. This
Plan is intended to constitute a deferred compensation plan for corporate
director's fees. This Plan is not intended to replace or supercede any prior
Director's deferral plans.

              1.   Definitions

                   The following words or terms used herein shall have the
following meanings:

                    (a) "Account" or "Accounts" -- means the bookkeeping
                    account(s) maintained for each Participant to record the
                    amount of Director's Fees he has elected to defer, as
                    adjusted pursuant to Section 4.

                    (b)    "Administrator" -- means CSX Corporation

                           (i) Prior to a Change of Control, the Administrator
                           shall be responsible for the general administration
                           of the Plan, claims review, and for carrying out its
                           provisions. Administration of the Plan shall be
                           carried out consistent with the terms of the Plan.

                           (ii) Following a Change of Control, the Benefits
                           Trust Committee may remove and/or replace the
                           Administrator.

                           (iii) The Administrator shall have sole and absolute
                           discretion to interpret the Plan and determine
                           eligibility for and benefits hereunder. Decisions of
                           the Administrator regarding participation in and the
                           calculation of benefits under the Plan shall at all
                           times be binding and conclusive on Participants,
                           their beneficiaries, heirs and assigns.

                           (iv) Notwithstanding subsection (iii) above,
                           following a Change of Control, final benefit
                           determinations for Participants, their beneficiaries,
                           heirs and assigns and decisions regarding benefit
                           claims under the Plan shall rest with the Benefits
                           Trust Committee or its delegate in its sole judgment
                           and absolute discretion.

                  (c)      "Benefits Trust Committee" -- means the committee
                           established pursuant to the CSX Corporation and
                           Affiliated Companies Benefits Assurance Trust
                           document.

                  (d) "Board" -- means the Board of Directors of CSX.

                  (e) "Change -of Control" -- means any of the following:

                           (i) Stock Acquisition. The acquisition, by any
                           individual, entity or group within the meaning of
                           Section 13(d)(3) or 14(d)(2) of the Securities
                           Exchange Act of

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                           1934, as amended (the "Exchange Act")(a "Person")
                           of beneficial ownership (within the meaning of Rule
                           13d-3 promulgated under the Exchange Act) of 20% or
                           more of either (A) the then outstanding shares of
                           common stock of the Corporation (the "Outstanding
                           Corporation Common Stock"), or (B) the combined
                           voting power of the then outstanding voting
                           securities of the Corporation entitled to vote
                           generally in the election of directors (the
                           "Outstanding Corporation Voting Securities");
                           provided, however, that for purposes of this
                           subsection (i), the following acquisitions shall not
                           constitute a Change -of Control: (A) any acquisition
                           directly from the Corporation; (B) any acquisition by
                           the Corporation; (C) any acquisition by any employee
                           benefit plan (or related trust) sponsored or
                           maintained by the Corporation or any corporation
                           controlled by the Corporation; or (D) any acquisition
                           by any corporation pursuant to a transaction which
                           complies with clauses (A), (B) and (C) of subsection
                           (iii) of this Section 2(d); or

                           (ii) Board Composition. Individuals who, as of the
                           date hereof, constitute the Board of Directors (the
                           "Incumbent Board") cease for any reason to constitute
                           at least a majority of the Board of Directors;
                           provided, however, that any individual becoming a
                           director subsequent to the date hereof whose election
                           or nomination for election by the Corporation's
                           shareholders, was approved by a vote of at least a
                           majority of the directors then comprising the
                           Incumbent Board shall be considered as though such
                           individual were a member of the Incumbent Board, but
                           excluding, for this purpose, any such individual
                           whose initial assumption of office occurs as a result
                           of an actual or threatened election contest with
                           respect to the election or removal of directors or
                           other actual or threatened solicitation of proxies or
                           consents by or on behalf of a Person other than the
                           Board of Directors; or

                           (iii) Business Combination. Approval by the
                           shareholders of the Corporation of a reorganization,
                           merger, consolidation or sale or other disposition of
                           all or substantially all of the assets of the
                           Corporation or its principal subsidiary that is not
                           subject, as a matter of law or contract, to approval
                           by the Interstate Commerce Commission or any
                           successor agency or regulatory body having
                           jurisdiction over such transactions (the "Agency") (a
                           "Business Combination"), in each case, unless,
                           following such Business Combination:

                                    (A) all or substantially all of the
                              individuals and entities who were the beneficial
                              owners, respectively, of the Outstanding
                              Corporation Common Stock and Outstanding
                              Corporation Voting Securities immediately prior to
                              such Business Combination beneficially own,
                              directly or indirectly, more than 50% of,
                              respectively, the then outstanding shares of
                              common stock and the combined voting power of the
                              then outstanding voting securities entitled to
                              vote generally in the election of directors, as
                              the case may be, of the corporation resulting from
                              such Business Combination (including, without
                              limitation, a corporation which as a result of
                              such transaction owns the Corporation or its
                              principal subsidiary or all or substantially all
                              of the assets of the Corporation or its principal
                              subsidiary either directly or through one or more
                              subsidiaries) in substantially the same
                              proportions as their ownership, immediately prior
                              to such Business Combination of the Outstanding
                              Corporation Common Stock and Outstanding
                              Corporation Voting Securities, as the case may be;


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                                    (B) no Person (excluding any corporation
                              resulting from such Business Combination or any
                              employee benefit plan (or related trust) of the
                              Corporation or such corporation resulting from
                              such Business Combination) beneficially owns,
                              directly or indirectly, 20% or more of,
                              respectively, the then outstanding shares of
                              common stock of the corporation resulting from
                              such Business Combination or the combined voting
                              power of the then outstanding voting securities of
                              such corporation except to the extent that such
                              ownership existed prior to the Business
                              Combination; and

                                    (C) at least a majority of the members of
                              the board of directors resulting from such
                              Business Combination were members of the Incumbent
                              Board at the time of the execution of the initial
                              agreement, or of the action of the Board of
                              Directors, providing for such Business
                              Combination; or

                           (iv) Regulated Business Combination. Approval by the
                           shareholders of the Corporation of a Business
                           Combination that is subject, as a matter of law or
                           contract, to approval by the Agency (a "Regulated
                           Business Combination") unless such Business
                           Combination complies with clauses (A), (B) and (C) of
                           subsection (iii) of this Section 2(d); or

                           (v) Liquidation or Dissolution. Approval by the
                           shareholders of the Corporation of a complete
                           liquidation or dissolution of the Corporation or its
                           principal subsidiary.

                    (f) "CSX" or "Corporation" -- means CSX Corporation

                    (g) "CSX's Accountants" -- means the independent
                    accountants, actuaries, benefits consulting firm or other
                    entity engaged by CSX to provide Participant's accounting
                    services for the Plan and, if selected or changed following
                    a Change -of Control, approved by the Benefits Trust
                    Committee.

                    (h) "Deferral Agreement" -- means an agreement between a
                    Participant and CSX under which the Participant agrees to
                    defer Director's Fees under the Plan. The Deferral Agreement
                    shall be on a form prescribed by the Administrator and shall
                    include any amendments, attachments or appendices.

                    (i) "Director's Fees" -- means any compensation, whether for
                    retainer, for Board meetings or for Committee meetings or
                    otherwise, payable either in cash or in stock, earned by a
                    Member for services rendered as a Member.

                    (j) "Distribution Event" -- means any of the events listed
                    in Section 1(e), "Change -of Control," with the following
                    modification: the words "Approval by the shareholders of the
                    Corporation of," in the first line of Sections 1(e)(iii) and
                    1(e)(iv) are replaced for purposes of this Section 1(j) with
                    the words, "Consummation of, i.e., actual change in
                    ownership of Outstanding Corporation Common Stock,
                    Outstanding Corporation Voting Securities, and/or assets of
                    the Corporation or its principal subsidiary by reason of,".


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                    (k) "Effective Date" -- means January 1, 2003.

                    (l) "Enrollment Form" -- means the form prescribed by the
                    Administrator that a Member who has previously made
                    deferrals under a prior CSX deferral plan for Directors may
                    file pursuant to Section 4 in order to become a Participant
                    in the Plan.

                    (m) "Form of Payment Election" -- means the election by the
                    Participant of the form of distribution (lump sum or
                    installments) he will receive from his Account pursuant to
                    Section 6.

                    (n) "Member" -- means any person duly elected to the Board.

                    (o) "Partial Distribution Election" -- means a Distribution
                    Election for a portion of a Participant's Account under
                    Section 5.

                    (p) "Participant" -- means any Member who elects to
                    participate in the Plan.

                    (q) "Plan" -- means the CSX Corporation 2002 Corporate
                    Director Deferred Compensation Plan.

                    (r) "Secretary" -- means the Corporate Secretary of CSX.

                    (s) "Trust" -- means the trust created under the CSX and
                    Affiliated Companies Benefits Assurance Trust Agreement or a
                    grantor trust or trusts established by CSX which will
                    substantially conform to the terms of the Internal Revenue
                    Service model trust as described in Revenue Procedure 92-64,
                    1992-2 C.B. 422. Except as provided in Section 9, CSX is not
                    obligated to make any contribution to the Trust.

                    (t) "Term" -- means the annual term for which a Member is
                    elected to serve on the Board of Directors of CSX.

                    (u) "Valuation Date" -- means the last day of each calendar
                    quarter and such other dates as the Administrator deems
                    necessary or appropriate to value the Participants' benefits
                    under this Plan. However, following a Change -of Control,
                    the selection of a Valuation Date other than the last day of
                    each calendar quarter shall be subject to the approval of
                    the Benefits Trust Committee.

                     In any instance in which the male gender is used herein, it
shall also include persons of the female gender in appropriate circumstances.


              2.   Participation

                  A Member may elect to become a Participant for any Term by
filing an initial Deferral Agreement or an Enrollment Form with the Secretary
not later than (i) the Effective date or (ii) a date six months prior to the
Annual Meeting for the Term for which Director's Fees are to be earned,
whichever is


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later. Such Deferral Agreement shall be effective for purposes of deferring
Director's Fees only as provided in Section 3. Such Enrollment Form shall be
effective for purposes of transferring balances previously deferred under a
prior Company deferral plan to the Participant's Accounts only as provided in
Section 4. Following a Change -of Control, all Deferral Elections are subject to
the approval of the Benefits Trust Committee.

              3.   Deferral of Director's Fees

                  (a) CSX shall, during any year in which a Participant has a
         Deferral Election on file with the Secretary, withhold and defer
         payment of all or any specified part of Participant's Director's Fees
         in accordance with his Deferral Election. A Participant may elect to
         change the amount of Director's Fees he elects to defer, modify a
         Deferral Agreement or revoke a Deferral Agreement by filing a new
         Deferral Agreement with the Secretary not later than (i) a date six
         months prior to the Annual Meeting for the Term for which Director's
         Fees are to be earned or (ii) November 1 of the calendar year
         immediately prior to the Annual Meeting for the Term for which
         Director's Fees are to be earned, whichever is later.

                  (b) Any person who becomes a Member and who was not a Member
         six months prior to the beginning of his Term as a Member may file a
         Deferral Election during the first thirty (30) days he is a Member.

              4.   Participant's Accounts

                   (a) A Participant may elect on a Deferral Agreement to have
         all or any portion of the eligible deferred Director's Fees credited to
         an interest-accruing account ("Interest Account") and/or to a CSX
         Phantom Stock Account ("Phantom Stock Account").

                   (b) A Participant who is eligible to receive a portion of his
         Director's Fees in CSX common stock pursuant to the CSX Corporation
         Stock Plan for Directors may file with the Secretary a Deferral
         Agreement with respect to such CSX common stock. A Participant's Stock
         Account ("Stock Account") will be created when he files his initial
         Deferral Agreement with respect to Director's Fees payable in CSX
         common stock.

                   (c) Interest shall accrue on the Interest Account from the
         first day of the month following the deferred Director's Fee would
         otherwise have been paid to the Participant until it is actually paid,
         such interest to be credited to the Participant's Account and
         compounded quarterly at the end of each calendar quarter. The rate of
         interest will be reviewed periodically, provided, however, following a
         Change -of Control, any change in the rate of interest is subject to
         the approval of the Benefits Trust Committee.

                   (d) Credits to the Phantom Stock Account and the Stock
         Account shall be in full and fractional units based on the average of
         the high and low price for CSX common stock as reported on the New York
         Stock Exchange - Composite Listing ("NYSE") on the date the Director's
         Fees would otherwise have been paid to the Participant.



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                   (e) Dividends shall be credited in full and fractional units
         to the Phantom Stock Account based on the number of units in the
         Account on the record date and calculated based on the average of the
         high and low price for CSX common stock on the dividend payment date.

                   (f) Dividends shall be credited in full and fractional units
         to the Stock Account based on the number of units in the Account on the
         record date and calculated based on (i) the actual purchase price of
         CSX common stock acquired to the extent shares are actually purchased
         by the trustee of the Director's Stock Trust or a successor trust, or
         (ii) the number of units in the Account on the record date and
         calculated based on the average of the high and low price for CSX
         common stock on the dividend payment date.

                  (g) A Participant, while a Member, may elect at any time to
         transfer all or any portion of amounts deferred, including all earnings
         thereon, between an Interest Account and a Phantom Stock Account. No
         transfer may be made into or out of a Stock Account.

                  (h) A Member who has previously deferred shares of CSX common
         stock granted pursuant to the CSX Corporation Stock Plan for Directors
         ("Stock Plan") may elect to have a Stock Account created for him in the
         Plan on the Effective Date by filing an Enrollment Form with the
         Secretary on or before the Effective Date. Filing the Enrollment Form
         will cause the transfer of such previously deferred share balances to
         the Participant's Stock Account on the Effective Date, and the Member
         will enjoy all rights and privileges of a Participant including the
         ability to file initial Distribution Elections and Form of Payment
         Elections. A properly filed Enrollment Form will cause all prior
         elections made with respect to such previously deferred shares to be
         void immediately, unless otherwise stated in this Section 4.

                  (i) A Member who is a participant in the CSX Corporation
         Corporate Director Deferred Compensation Plan ("Director Plan") may
         elect to have an Interest Account or a Phantom Stock Account created
         for him in the Plan on the Effective Date by filing an Enrollment Form
         with the Secretary on or before the Effective Date. Filing the
         Enrollment Form will cause the transfer of balances previously deferred
         to the Participant's Accounts on the Effective Date, and the Member
         will enjoy all rights and privileges of a Participant including the
         ability to file initial Distribution Elections and Form of Payment
         Elections and to transfer shares between an Interest Account and a
         Phantom Stock Account. A properly filed Enrollment Form will cause all
         prior elections made under the Director Plan to be void immediately,
         unless otherwise stated in this Section 4.

                  (j) With respect to transfers to a Participant's Accounts of
         amounts previously deferred pursuant to Sections 4(i) and 4(j):

                           (i) No initial Distribution Election made with
                           respect to such previously deferred amounts which
                           designates distribution upon attainment of a
                           designated age under Section 5 that will be attained
                           within 12 months following the Effective Date shall
                           be filed.

                           (ii) No initial Distribution Election made with
                           respect to such previously deferred amounts which
                           designates distribution upon the Participant's
                           retirement from the Board under Section 5 shall be
                           effective if distribution would occur within 12
                           months following the Effective Date.


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                           (iii) Any prior election made with respect to such
                           previously deferred amounts which designates
                           distribution upon the Participant's retirement from
                           the Board shall remain in effect for 12 months
                           following the Effective Date, and shall be void
                           thereafter.

                   (k) The value of a Participant's Interest Account shall be
         the sum of amounts deferred and all interest accrued thereon. The value
         of a Phantom Stock Account or Stock Account shall be the value of the
         units in a Participant's Account based on the average of the high and
         low price for CSX common stock as reported on the NYSE on the last
         business day prior to the date of any lump sum or installment
         distribution. The value of a Phantom Stock Account or Stock Account
         will fluctuate in value in line with the fluctuation in the price of
         CSX common stock. There can be no assurance on the market value of CSX
         common stock either at the time of crediting to a Participant's Account
         or at any time during the distribution period, nor can there be any
         assurance as to the continuation of dividends.

              5.   Distribution of Deferred Director's Fees

                  (a) Amounts deferred under the Plan and credited to an Account
         shall be distributed to a Participant from such Account in a lump sum
         one year following the date in which a Participant ceases to be a
         Member, unless he shall file a Distribution Election as provided in
         this Section 5 or a Form of Payment Election as provided in Section 6.

                  (b) A Participant may file with the Secretary a Distribution
         Election for the distribution from an Account upon:

                           (i) attainment of a designated age, however, he shall
                           not elect an age that he will attain less than one
                           year subsequent to his Distribution Election; or

                           (ii) retirement from the Board.

                  (c) A Participant may file a Distribution Election or change a
         Distribution Election at any time prior to:

                           (i) a date that is 30 days subsequent to the date of
                           his retirement from the Board in the case of his
                           initial Distribution Election; or

                           (ii) one year prior to the date distribution is to
                           commence under his Distribution Election then in
                           effect,

         after which time no Distribution Election shall be filed.

                  (e) A Participant may make a Partial Distribution Election
         with respect to any portion of a Participant's Account, provided no
         Distribution Election shall be made for a portion of an Account less
         than $2,000, as determined as of the date the election is made. No
         Participant shall have more than two Distribution Elections in effect
         for an Account at any time.

                  (f) Except in the event of retirement from the board,
         distribution made pursuant to a Distribution Election shall not
         commence prior to a date that is three years subsequent to the date the
         Participant first makes a Deferral under either this Plan or a
         predecessor plan which provides for the


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deferral of Director's Fees

                  (g) Any Distribution Election made in proper form by a
         Participant shall be effective and distribution shall commence pursuant
         to such Distribution Election. Any Distribution Election not made in
         proper form shall be void. Distributions from a Participant's Stock
         Account shall be made only in shares of CSX common stock.

                  (h) A Participant may request and receive a withdrawal from
         his Account at any time without filing a Distribution Election under
         this Section 5. Any such withdrawal shall result in the forfeiture of
         an amount equal to the portion of the Participant's Account that is
         withdrawn, multiplied by the Mid-term Applicable Federal Rate
         determined as of the Valuation Date upon which the withdrawal is
         effective. Notwithstanding the preceding, following a Change of
         Control, any decisions or determinations by the Administrator under
         this Section 5 shall be subject to the approval of the Benefits Trust
         Committee.

                  (i) A Participant may make one additional election to defer
         (but not accelerate) commencement of payment under the Plan at any time
         six months before payments are to have commenced ("Re-deferral
         Election). Such Re-deferral Election shall be made in a form prescribed
         by the Administrator. If such Re-deferral Election is to a designated
         age the re-deferral shall be for a period not less than one year from
         the date the Re-deferral Election is made.

              6.   Form of Payment

                   The Form of Payment Elections provided in this Section 6
shall be made in writing and may be changed at any time prior to a date that is
six months prior to the date distribution is to commence, after which time the
Form of Payment Election shall be irrevocable. If installment payments are
elected for an Account, payments shall be made, as the Participant may elect,
for either (a) five years, (b) ten years, or (c) fifteen years. Installments
shall be on an annual or quarterly basis as the Participant may elect. The
amount of each installment shall be determined by multiplying the value of the
Participant's account at the end of the calendar quarter immediately preceding
the installment date by a fraction, the numerator of which shall be one (1) and
the denominator of which shall be the number of installment payments over which
payment of such amount is to be made, less the number of installment payments
theretofore made. In the case of installments from a Stock Account, fractional
share amounts shall be rounded up to the next highest whole share amount, except
in the case of the final installment, in which case a cash payment will be made
for any fractional shares.

              7.   Death of a Participant

                   (a) In the event a Participant shall die while he is a
         Member, the balance of his Accounts shall be paid in either a lump sum
         or installments (consistent with the Form of Payment Elections made by
         the Participant as described in Section 6) to his Designated
         Beneficiary. Each Participant may file with the Secretary a Designation
         of Beneficiary for this purpose.



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                   (b) In the event a Participant shall die after he ceases to
         be a Member and before he has received complete distribution from his
         Account, the balance credited to his Account, (including applicable
         interest) shall be paid to his Designated Beneficiary consistent with
         the Form of Payment Elections made by the Participant as described in
         Section 6.

                   (c) In the event a Participant shall not file a Designation
         of Beneficiary, or his Designated Beneficiary is not living at the
         Participant's death, the balance credited to his Accounts, (including
         applicable interest) shall be paid in full to his estate not later than
         the tenth day of the calendar year following his date of death.

              8.   Obligation of CSX

                   This Plan shall be unfunded and credits to the Accounts of
each Participant shall not be set apart for him nor otherwise made available so
that he may draw upon it at any time, except as provided in this Plan. Neither
any Participant nor his Designated Beneficiary shall have any right, title, or
interest in such credits or any claim against them. Payments may only be made at
such times and in the manner expressly provided in this Plan. CSX's contractual
obligation is to make the payments when due. No notes or security for the
payment of any Participant's account shall be issued by CSX.

              9.   Change of Control

                   (a) If a Change of Control has occurred, the Administrator
         shall cause CSX to contribute to the Trust, within 7 days of such
         Change of Control, a lump sum payment equal to the unfunded aggregate
         value of the amount each Participant would be eligible to receive under
         9(b) below (but calculated with respect to the Valuation Date described
         in this sentence, rather than the date of the applicable Distribution
         Event) as of the latest Valuation Date coinciding with or preceding the
         date of Change of Control to the extent such amounts are not already in
         the Trust. The aggregate value of the amount of the lump sum to be
         contributed to the Trust pursuant to this Section 9 shall be determined
         by CSX's Accountants after consultation with the entity then
         maintaining the Plan's records. Thereafter, CSX's Accountants shall
         annually determine as of a Valuation Date for each Participant not
         receiving a lump sum payment pursuant to Section 9(b), below, the
         amounts which would be payable under such subsection were a
         Distribution Event to occur at the date of such determination. To the
         extent that the value of the assets held in the Trust relating to this
         Plan do not equal the aggregate amount described in the preceding
         sentence, at the time of the valuation, as determined by CSX's
         Accountants, CSX shall make a lump sum contribution to the Trust equal
         to the difference. In no event, however, shall the Company's
         contribution to the Trust be less than the amount that would have been
         contributed thereto with respect to liabilities relating to the Plan
         (including related administrative and investment expenses), pursuant to
         and at the time and in the manner provided under Section 1(h) of the
         Trust.

                   (b) In the event a Distribution Event has occurred, the
         trustee of the Trust shall, within 45days of such Distribution Event,
         pay to each Participant not making an election under 9(c) below, a lump
         sum payment equal to the amount the Participant would have been
         entitled to receive determined under Section 6 had he ceased to be a
         Member and selected an immediate lump sum payment. The amount of each
         Participant's lump sum payment shall be determined by CSX's
         Accountants.


                                     - 9 -

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                   (c) New Participants in the Plan may elect in a time and
         manner determined by the Administrator, but in no event later than 90
         days after becoming a Participant, to have amounts and benefits
         determined and payable under the terms of the Plan as if a Distribution
         Event had not occurred. A Participant who has made an election, as set
         forth in the two preceding sentences, may, at any time and from time to
         time, change that election; provided, however, a change of election
         that is made within one year of a Distribution Event shall be invalid.

                   (d) Notwithstanding anything in the Plan to the contrary,
         each Participant who has made an election under Section 9(c), above,
         may elect within 90 days following a Distribution Event, in a time and
         manner determined by the Administrator, to receive a lump sum payment
         calculated under the provisions of 9(c), above, determined as of the
         Valuation Date next preceding such payment, except that such calculated
         amount shall be reduced by 5% and such reduction shall be irrevocably
         forfeited to CSX by the Participant. Furthermore, as a result of such
         election, the Participant shall no longer be eligible to participate or
         otherwise benefit from the Plan. Payments under this Section 9(d)shall
         be made not later than 7 days following receipt by CSX of the
         Participant's election. The Administrator shall, no later than 7 days
         after a Distribution Event has occurred, give written notification to
         each Participant eligible to make an election under this Section 9(d),
         that a Distribution Event has occurred and informing such Participant
         of the availability of the election.

              10.  Claims Against Participant's Account

                   No credits to the account of any Participant under this Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to do so shall be
void. Nor shall any credit be subject to attachment or legal process for debts
or other obligations. Nothing contained in this Plan shall give any Participant
any interest, lien, or claim against any specific asset of CSX. No Participant
or his Designated Beneficiary shall have any rights other than as a general
creditor of CSX.

              11.  Competition by Participant

                   In the event a Participant ceases to be a Member and becomes
a proprietor, officer, partner, employee, director, or otherwise becomes
affiliated with any business that is in competition with the Corporation, the
entire balance credited to his account, including interest, or the value of the
units in his Phantom Stock Account or Stock Account, if prior to a Change of
Control, may, if directed by the Board in its sole discretion, be paid
immediately to him in a lump sum. Following a Change of Control, such a decision
by the Board is subject to the approval of the Benefits Trust Committee.

              12.  Payment of Credit Balance to Participant's Account

                   Notwithstanding anything herein to the contrary, prior to a
Change of Control, the Board may, in its sole discretion, direct payment in a
lump sum, of any or all of the credit balance appearing at the time in the
account of a Participant, and/or of the value of the units in his Phantom Stock
Account or Stock


                                     - 10 -

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Account. Following a Change of Control, such action by the Board is subject to
the approval of the Benefits Trust Committee.

                   Further, the obligations of CSX and the benefit due any
Participant or Designated Beneficiary under the Plan shall be reduced by any
amount received in regard thereto under the Trust or any similar trust or other
vehicle.

              13.  Joint and Several Obligation

                   To the extent reflected by resolutions of the applicable
boards of directors, obligations for benefits under this Plan shall be joint and
several.

              14.  Amendment or Termination

                   Prior to a Change of Control, this Plan may be altered,
amended, suspended, or terminated at any time by the Board, on the
recommendation of the Compensation Committee of the Board, provided, however,
that no alteration, amendment, suspension, or termination shall be made to this
Plan which would result in the distribution of amounts credited to the accounts
of all Participants in any manner other than is provided in this Plan without
the consent of all Participants.

              15.Impact of Future Legislation or Regulation

                  (a) This Section 15 shall become operative upon the enactment
         of any change in applicable statutory law or the promulgation by the
         Internal Revenue Service of a final regulation or other pronouncement
         having the force of law, which statutory law, as changed, or final
         regulation or pronouncement, as promulgated, would cause any
         Participant to include in his federal gross income amounts accrued by
         the Participant under the Plan on a date (an "Early Taxation Event")
         prior to the date on which such amounts are made available to him or
         her hereunder.

                  (b) Notwithstanding any other Section of this Plan to the
         contrary (but subject to subsection (c), below), as of an Early
         Taxation Event, the feature or features of this Plan, or the election
         by a Participant that would cause the Early Taxation Event shall be
         null and void, to the extent, and only to the extent, required to
         prevent the Participant from being required to include in his federal
         gross income amounts accrued by the Participant under the Plan prior to
         the date on which such amounts are made available to him hereunder. By
         way of example, but not by way of limiting the generality of the
         foregoing, if a statute is enacted that would require a Participant to
         include in his or her federal gross income amounts accrued by the
         Participant under the Plan prior to the date on which such amounts are
         made available to him or her because of the Participant's right to
         receive a distribution of a portion of his Account under Section 6(h),
         the right of all Participants to receive distributions under Section
         6(h) shall be null and void as of the effective date of that statute.
         If only a portion of a Participant's Account is impacted by the change
         in the law, then only such portion shall be subject to this Section,
         with the remainder of the Account not so affected being subject to such
         rights and features as if the law were not changed. If the law only
         impacts Participants who have a certain status with respect to the


                                     - 11 -

<PAGE>

         Company, then only such Participants shall be subject to this Section.

                  (c) Notwithstanding Section 15(b) above, if an Early Taxation
         Event occurs (e.g., if a change in law is retroactive), , the amounts
         that become taxable on the Early Taxation Event shall be distributed to
         each Participant as soon as practicable following such Early Taxation
         Event or if later, the date of enactment or promulgation.


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