exv10w1



 





Exhibit 10.1




SPECIAL EMPLOYMENT AGREEMENT




     AGREEMENT by and between CSX Corporation, a Virginia corporation (the
“Company” or “CSX”)), and Andrew B. Fogarty (the “Executive”), dated as of the
13th day of December, 2004.



     WHEREAS, the Company and the Executive wish to set forth the terms and
conditions of the Executive’s continued employment with the Company or its
Affiliated Companies (as hereafter defined) for the term hereof;



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



     1. Employment Period. The Company shall employ the Executive, and the
Executive shall serve the Company, on the terms and conditions set forth in
this Agreement, for the Employment Period as defined in this Paragraph 1. The
“Employment Period” shall mean the period from January 1, 2004 until the later
of May 31, 2005 or a reasonable period thereafter as determined by the Chief
Executive Officer of CSX after the Closing of a Transaction (as defined below),
unless this Agreement is terminated earlier pursuant to its terms. The parties
agree further, however, that if the “Effective Date,” as defined in the
Employment Agreement dated November 1, 2000, between the Executive and the
Company (the “Change of Control Agreement”), should occur during the Employment
Period, this Agreement shall immediately terminate and be superseded in its
entirety by the Change of Control Agreement.



     2. Position and Duties.



          (a) During the Employment Period, the Executive shall serve as President
and Chief Executive Officer of CSX World Terminals, LLC (“CSXWT”) or in any



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other position requested of him by the Chairman, President and Chief
Executive Officer of the Company, with the status, offices, titles, reporting
requirements, authority, duties and responsibilities appropriate to that
position.




          (b) During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, Executive agrees during
normal business hours to diligently discharge the business and affairs of CSXWT
and, to the extent necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive’s reasonable best efforts to perform
faithfully and efficiently such responsibilities. During the Employment
Period, it shall not be a violation of this Agreement for the Executive to (A)
serve on corporate, civic, or charitable boards or committees, (B) deliver
lectures, fulfill speaking engagements, or teach at educational institutions
and (C) manage personal investments, so long as such activities do not
significantly interfere with the performance of the Executive’s
responsibilities as an employee of the Company and CSXWT in accordance with
this Agreement.



     3. Compensation.



          (a) Base Salary. During the Employment Period, the Executive shall
receive a minimum base salary equal to his annual base salary as of the date
hereof (the “Base Salary”), payable in accordance with the Company’s customary
payroll practices. During the Employment Period, the Base Salary may be
reviewed for possible increases. Any increase in the Base Salary shall not
limit or reduce any other obligation of the Company under this Agreement. The
Base Salary shall not be reduced after any such increase, and the term “Base
Salary’ shall thereafter refer to the Base Salary as so increased.
Notwithstanding the preceding,



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an across-the-board reduction in Base Salary applicable to all similarly
situated peer executives implemented out of extreme business necessity shall
not be a violation of this section.




          (b) Annual Bonus. In addition to the Base Salary, the Executive shall
have the opportunity to earn, for each fiscal year that is included in the
Employment Period, annual bonuses based upon a target incentive equal to 90% of
the Executive’s Base Salary, on the same terms and conditions established
thereunder for the Executive and his peer executives. Any annual bonuses so
earned (each, an “Annual Bonus”) shall be paid to the Executive at the same
time as his peer executives receive their bonuses; provided, that the Annual
Bonus for the fiscal year in which the Employment Period terminates shall equal
the amount that would have been payable to the Executive for the year of
termination multiplied by a fraction. The numerator of the fraction shall be
the number of months before the end of the fiscal year of the Employment Period
and the denominator of the fraction shall be 12.



          (c) Long Term Incentive Program. The Executive shall be eligible for a
Long Term Incentive Program bonus of 15,000 units for 2004 and 15,000 units for
2005, pursuant to the terms of such program.



          (d) Separation Payment. Upon termination of the Employment Period by the
Company (other than for Cause, as defined below), the Executive will be paid a
separation payment in the amount of one year of the Executive’s Base Salary as
of the date of termination (“Separation Payment”).



          (e) Other Benefits. During the Employment Period: (i) the Executive
shall be entitled to participate in all savings and retirement plans,
practices, policies and programs of the Company to the same extent as his peer
executives; (ii) the Executive and/or the



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Executive’s family, as applicable, shall be eligible for participation in,
and shall receive all benefits under, all welfare benefit plans, practices,
policies and programs provided by the Company (including, without limitation,
medical, prescription, dental, disability, salary continuance, employee life
insurance, group life insurance, accidental death and travel accident insurance
plans and programs) to the same extent as his peer executives; (iii) the
Executive shall be entitled to perquisites and fringe benefits to the same
extent and on the same basis as his peer executives; and (iv) tax and financial
planning benefits shall also be made available to the Executive to the same
extent and on the same basis as his peer executives for each year of the
Employment Period hereof as well as the year after the year of the Executive’s
retirement.




          (f) Special Transaction Bonus. The Executive has been designated to
participate in a Transaction Bonus Program involving possible strategic
initiatives related to CSXWT being considered by CSX Senior Management. The
amount of the actual Special Transaction Bonus to be paid will be discretionary
and determined solely by the Chief Executive Officer of CSX. In applying this
discretion, the Chief Executive Officer of CSX will consider the value received
by CSX from a third-party buyer (“Buyer”) compared to the estimates provided by
the investment banking firm(s) representing CSX, as a result of a sale of all,
or substantially all, of the assets of CSXWT, including a sale of the stock of
CSXWT’s parent company, SL Service, Inc. (the “Transaction”). This amount is
payable by the Company or an affiliated company, subject to applicable
withholdings, as soon as practicable following the Closing of a Transaction
(the “Special Transaction Bonus”).



          The Special Transaction Bonus will be paid only if there is a Closing of a
Transaction by December 31, 2005. For purposes of this Agreement, a “Closing”
means one or more transactions to sell or dispose of all, or substantially all,
of the assets of CSXWT which



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must be completed prior to December 31, 2005. For the avoidance of doubt,
if a Closing of one or more transactions to sell or dispose of all or
substantially all of the assets of CSXWT does not occur by December 31, 2005,
the Special Transaction Bonus will expire without payment.




          In order to receive a payment, the Executive must either (i) be employed
by CSXWT, CSX, the Buyer or any affiliate of the Buyer on the Payment Date or
(ii) have a “Qualifying Termination” before the payment date. A Qualifying
Termination means the termination of the Executive’s employment under any of
the following circumstances:




	(i)	 	involuntary termination by the
Company before the Closing on account of the elimination
of the Executive’s job;
	 
	(ii)	 	termination of employment by the
Executive at the time of the Closing because the
post-Closing position offered to the Executive by the
Company requires that he relocate by more than 50 miles
from Jacksonville, Florida or provides the Executive
with a base salary or target incentive opportunity that
is less than the Executive currently receives;
	 
	(iii)	 	the Executive is employed by the
Company immediately after the Closing, but the
Executive’s employment is involuntarily terminated
because his job is eliminated after the Closing;
	 
	(iv)	 	the Executive is employed by the
Company immediately after the Closing, but his employer
subsequently requires that he relocate by more than 50
miles from Jacksonville, Florida immediately after




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	 	 	the Closing or reduces the Executive’s base salary or
target incentive opportunity below those he received
immediately after the Closing, and as a result the
Executive terminates his employment.





          In the event that the Executive’s employment is involuntarily terminated
(including termination to allow him to accept employment with the Buyer)
because his employment is eliminated by the Company in conjunction with or
subsequent to the closing of a sale or disposition of less than substantially
all of CSXWT, the Executive’s Special Transaction Bonus will be paid as soon
as practicable following the closing of the transaction.



     4. Termination of Employment.



          (a) Death or Disability. The Executive’s employment shall terminate
automatically upon the Executive’s death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance
with Section 11(b) of this Agreement of its intention to terminate the
Executive’s employment. In such event, the Executive’s employment with the
Company shall terminate effective on the 30th day after receipt of such notice
by the Executive (the “Disability Effective Date”), provided that, within the
30 days after such receipt, the Executive shall not have returned to full-time
performance of the Executive’s duties. For purposes of this Agreement,
“Disability” shall mean the Executive’s becoming disabled within the meaning of
the long-term disability plan of the Company covering the Executive.



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          (b) By the Company. The Company may terminate the Executive’s employment
during the Employment Period for Cause or without Cause. “Cause” means (i) the
willful and continued failure of the Executive to substantially perform the
Executive’s duties with the Company or one of its affiliates (other than any
such failure resulting from Disability), after the Chief Executive Officer of
CSX delivers to the Executive a written demand for substantial performance that
specifically identifies the manner in which the Chief Executive Officer
believes that the Executive has not substantially performed the Executive’s
duties, or (ii) the willful engaging by the Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company
or its affiliates by the Executive.



          (c) Good Reason. The Executive may terminate employment during the
Employment Period for Good Reason or without Good Reason. A termination for
“Good Reason” means termination by the Executive within 60 days after, and as a
result of: (i) the assignment to the Executive of any duties materially
inconsistent with Section 2(a) of this Agreement, or any other action by the
Company that results in a material diminution in the Executive’s position,
authority, duties or responsibilities; or (ii) any failure by the Company to
comply with any provision of Section 3 of this Agreement, other than an
isolated, insubstantial and inadvertent failure that is not taken in bad faith
and is remedied by the Company promptly after receipt of notice thereof from
the Executive.



          (d) Notice of Termination. Any termination of the Executive’s employment
by the Company or by the Executive shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10(b) of
this Agreement. For purposes of this Agreement, a “Notice of Termination”
means a written notice which (i) indicates the specific termination provision
in this Agreement relied upon, (ii) to the extent



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applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated, and (iii) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the
termination date (which date shall be not more than thirty days after the
giving of such notice). The failure by the Executive or the Company to set
forth in the Notice of Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause shall not waive any right of the Executive
or the Company, respectively, hereunder or preclude the Executive or the
Company, respectively, from asserting such fact or circumstance in enforcing
the Executive’s or the Company’s rights hereunder.




          (e) Date of Termination. The “Date of Termination” means (i) if the
Executive’s employment is terminated by the Company other than for Cause or
Disability, or by the Executive for Good Reason, the date on which the Notice
of Termination is given or any date within thirty (30) days after the giving of
such Notice of Termination as is specified therein, as the case may be, (ii) if
the Executive’s employment is terminated by the Company for Cause or by the
Executive without Good Reason, the Date of Termination shall be the date on
which the Notice of Termination is given, and (iii) if the Executive’s
employment is terminated by reason of the Executive’s death or Disability, the
Date of Termination shall be the date of death or the Disability Effective
Date, as the case may be.



     5. Obligations of the Company upon Termination during the Employment
Period. (a) Other Than for Cause, Death or Disability; Good Reason. If,
during the Employment Period, the Company terminates the Executive’s
employment, other than for Cause or for death or Disability, or the Executive
terminates employment for Good Reason, the Company shall pay the amounts
described in this Paragraph 5(a) to the Executive. The payments



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provided pursuant to this Paragraph 5(a) are intended as liquidated
damages for a termination of the Executive’s employment by the Company other
than for Cause, death or Disability, or for the actions of the Company leading
to a termination of the Executive’s employment by the Executive for Good
Reason, shall be the sole and exclusive remedy therefor, and shall be paid only
upon receipt by the Company from the Executive of an executed release and
waiver, satisfactory in form and in substance to the Company, of all claims
against the Company. The amounts to be paid as described herein are:





	(i)	 	for any termination during the
Employment Period, by the Company other than for Cause,
or by the Executive for Good Reason,






	A.	 	continuation of the
Executive’s base salary, at the rate set pursuant
to Paragraph 3(a), above, and in effect at the
date of Notice of Termination, through May 31,
2005;
	 
	B.	 	continuation of the
Executive’s participation in the annual bonus plan
of the Company, as described in paragraph 3(b),
above, through May 31, 2005, paid on the same
basis as peer executives of the Company (including
any award for 2005 performance, pro rated to
5/12ths of a full year award);
	 
	C.	 	continuation of the
Executive’s participation in the long-term
incentive plan(s) of the Company, including
participation in new grants of performance units
through May 31, 2005, consistent with awards to
peer executives;




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	D.	 	continuation of the
Executive’s benefits and perquisites as described
in paragraph 3(c) above, through May 31, 2005;
	 
	E.	 	continuation of
Company-paid tax and financial planning services
to the extent provided to the Company’s senior
executives ending the year following the year the
executive begins to receive retirement benefits
from the Company; and
	 
	F.	 	the Separation Payment.





          (b) Death or Disability. If the Executive’s employment is terminated by
reason of the Executive’s death or Disability during the Employment Period, the
Company shall pay to the Executive or the Executive’s estate or legal
representative, as applicable, (i) the Executive’s accrued but unpaid Base
Salary up to the Date of Termination (the “Accrued Obligations”) in a lump sum
in cash within 30 days after the Date of Termination, and (ii) the Annual
Bonus, if any, earned for any fiscal year that begins before and ends on or
after the Date of Termination, at such time as the annual bonuses for the
Executive’s peer executives are paid, and any earned but unpaid Special
Transaction Bonus due Executive under Section 3(f), and the Company shall have
no further obligations under this Agreement.



          (c) Cause; Other than for Good Reason. If the Executive’s employment is
terminated by the Company for Cause during the Employment Period, the Company
shall pay the Executive the Accrued Obligations in a lump sum within 30 days
after the Date of Termination, and the Company shall have no further
obligations under this Agreement. If the Executive voluntarily terminates
employment during the Employment Period, other than for Good Reason, the
Company shall pay to the Executive the Accrued Obligations in



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a lump sum in cash within 30 days of the Date of Termination, and the
Company shall have no further obligations under this Agreement.




     6. Non-exclusivity of Rights; Confirmation of Retirement Benefits.



          (a) Except as specifically provided in this Agreement, nothing herein
shall prevent or limit the Executive’s continuing or future participation in
any plan, program, policy or practice provided by the Company or any other
company controlled by, controlling, or under common control with, the Company
(collectively, the “Affiliated Companies”) for which the Executive may qualify,
nor, subject to Paragraph 10(f), shall anything herein limit or otherwise
affect such rights as the Executive may have under any contract or agreement
with the Company or any Affiliated Company. Amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any plan, policy,
practice or program of, or any contract or agreement with, the Company or any
of its Affiliated Companies at or subsequent to the Date of Termination shall
be payable in accordance with such plan, policy, practice or program or
contract or agreement except as explicitly modified by this Agreement.
Notwithstanding the foregoing, if the Executive receives payments and benefits
pursuant to Paragraphs 5(a) of this Agreement, the Executive shall not be
entitled to any severance pay or benefits under any severance plan, program or
policy of the Company and the Affiliated Companies.



          (b) Retirement Benefits. It is expressly acknowledged and agreed that
nothing in this Agreement shall affect the Executive’s entitlements to
retirement benefits under the Company’s retirement plans and programs from and
after his retirement from employment with the Company in accordance with their
terms, including without limitation: (i) retiree health



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care plans; (ii) the Tax Savings Thrift Plan for Employees of CSX
Corporation and Affiliated Companies; (iii) the CSX Corporation Supplementary
Savings and Incentive Award Deferral Plan and the 2002 Deferred Compensation
Plan ; (iv) the CSX life insurance programs; (v) the CSX option plans; and (vi)
the Supplemental Retirement Plan and the Special Retirement Plan (including
without limitation the Executive’s right to receive lump sum benefits
thereunder). Any Special Transaction Bonus paid pursuant to Section 3(f) shall
not be taken into account in calculating any pension or retirement benefit due
Executive. Notwithstanding the preceding, in the event no Annual Bonus is paid
to Executive under Section 3(b) for any fiscal year in the Employment Period,
such calculation shall take into account an amount that would have been paid to
Executive if he had been a corporate employee of the Company during such fiscal
year.




     7. Full Settlement. The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement and such
amounts shall not be reduced whether or not the Executive obtains other
employment.



     8. Confidential Information; No-Raid; Noncompetition; Inventions.



          (a) The Executive shall hold in a fiduciary capacity, for the benefit of
the Company and the Affiliated Companies, all confidential or proprietary
information, knowledge or data relating to the Company or any Affiliated
Company and their respective businesses (including, without limitation, any
proprietary and not publicly available information



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concerning any processes, methods, trade secrets, research, secret data,
costs or names of users or purchasers of their respective products or services,
business methods, operating procedures or programs or methods of promotion and
sale), which shall have been obtained by the Executive during the Executive’s
employment by the Company or any Affiliated Company and/or his service as a
consultant hereunder, and that is not public knowledge (other than as a result
of the Executive’s violation of this Section 8(a)) (“Confidential
Information”). For the purposes of this Section 8(a), information shall not be
deemed to be publicly available merely because it is embraced by general
disclosures or because individual features or combinations thereof are publicly
available. The Executive shall not communicate, divulge or disseminate
Confidential Information at any time during or after the Executive’s employment
with the Company or any Affiliated Company, except with the prior written
consent of the Company, or such Affiliated Company, as applicable, or as
otherwise required by law or legal process. All records, files, memoranda,
reports, customer lists, drawings, plans, documents and the like that the
Executive uses, prepares or comes into contact with during the course of the
Executive’s employment shall remain the sole property of the Company and/or one
or more Affiliated Company, as applicable, and shall be turned over to the
Company or such Affiliated Company, as applicable, upon termination of the
Executive’s employment. The Executive also agrees that through the end of the
Noncompetition Period (as defined below), he will advise any prospective
employer or client that meets any of the following criteria of the
confidentiality restrictions set forth in this Agreement and state in writing
to such prospective employer or client that his employment or provision of
services will not violate these provisions, and will deliver a copy of such
statement to the Company. Such a statement shall be required for any
prospective employer or client that is (i) engaged in the railroad, ocean
transportation and marine terminal operations or intermodal




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transportation businesses; (ii) a customer representing more than 1% of
the revenues of either CSX Transportation, Inc., SL Service, Inc. or its
affiliates and business units or CSX Intermodal, Inc.; or (iii) affiliated with
the Norfolk Southern Corporation. In addition, to the extent that the
Executive is a party to any other agreement relating to confidential
information, inventions or similar matters with the Company, the Executive
shall continue to comply with the provisions of such agreements.




          (b) The Executive agrees that he will not, at any time during the
Noncompetition Period (as defined in Section 8(c) below), without the prior
written consent of the Company or the applicable Affiliated Company, as
applicable, directly or indirectly employ, or solicit the employment of
(whether as an employee, officer, director, agent, consultant or independent
contractor), any person who was or is at any time during the previous twelve
(12) months an employee, representative, officer or director of the Company or
any Affiliated Company (except for such employment by the Company or any
Affiliated Company); provided, however, that a public advertisement not
specifically targeted at the employees of the Company shall not be deemed to be
a solicitation for purposes of this provision.



          (c) During the Noncompetition Period (as defined below), the Executive
shall not, without the prior written consent of the Chief Executive Officer of
the Company, engage in or become associated with a Competitive Activity. For
purposes of this Section 9: (i) the “Noncompetition Period” means the period
from the date of this Agreement through two years following the termination of
the Employment Period; (ii) a “Competitive Activity” means any business or
other endeavor, in any county of any state of the United States or a comparable
jurisdiction in Canada or any other country, directly or indirectly for a Class
I railroad operating in North America; and (iii) the Executive shall be
considered to have become



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“associated with a Competitive Activity” if the Executive becomes directly
or indirectly involved as an owner, principal, employee, officer, director,
independent contractor, representative, stockholder, financial backer, agent,
partner, advisor, lender, or in any other individual or representative capacity
with any individual, partnership, corporation or other organization that is
engaged in a Competitive Activity. Notwithstanding the foregoing, the
Executive may make and retain investments in less than 0.5% of the equity of
any entity engaged in a Competitive Activity, if such equity is listed on a
national securities exchange or regularly traded in an over-the-counter market.
Executive acknowledges that he deems such restrictions to be reasonable and
that such restrictions will not prevent him from providing for his family
during the Noncompetition Period.




          (d) All plans, discoveries and improvements, whether patentable or
unpatentable, made or devised by the Executive, whether alone or jointly with
others, from the date of the Executive’s initial employment by the Company and
continuing until the end of the Consulting Period (or, if there is no
Consulting Period, until the termination of the Executive’s employment with the
Company and the Affiliated Companies), relating or pertaining in any way to the
Executive’s employment with or the business of the Company or any Affiliated
Company, shall be promptly disclosed in writing to the Chief Executive Officer
and are hereby transferred to and shall redound to the benefit of the Company,
and shall become and remain its sole and exclusive property. The Executive
agrees to execute any assignments to the Company or its nominee, of the
Executive’s entire right, title and interest in and to any such discoveries and
improvements and to execute any other instruments and documents requisite or
desirable in applying for and obtaining patents or copyrights, at the expense
of the Company, with respect thereto in the United States and in all foreign
countries, that may be required by the Company.



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The Executive further agrees, during and after the Employment Period, to
cooperate to the extent and in the manner required by the Company, in the
prosecution or defense of any patent or copyright claims or any litigation, or
other proceeding involving any trade secrets, processes, discoveries or
improvements covered by this Agreement, but all necessary expenses thereof
shall be paid by the Company.




          (e) The Executive acknowledges and agrees that: (i) the purpose of the
foregoing covenants, including without limitation the noncompetition covenant
of Section 8(c), is to protect the goodwill, trade secrets and other
Confidential Information of the Company; (ii) because of the nature of the
business in which the Company and the Affiliated Companies are engaged and
because of the nature of the Confidential Information to which the Executive
has access, it would be impractical and excessively difficult to determine the
actual damages of the Company and any Affiliated Company in the event the
Executive breached any of the covenants of this Section 8; and (iii) remedies
at law (such as monetary damages) for any breach of the Executive’s obligations
under this Section 8 would be inadequate. The Executive therefore agrees and
consents that if he commits any breach of a covenant under this Section 9 or
threatens to commit any such breach, the Company shall have the right (in
addition to, and not in lieu of, any other right or remedy that may be
available to it) to temporary and permanent injunctive relief from a court of
competent jurisdiction, without posting any bond or other security and without
the necessity of proof of actual damage. With respect to any provision of this
Section 9 finally determined by a court of competent jurisdiction to be
unenforceable, the Executive and the Company hereby agree that such court shall
have jurisdiction to reform this Agreement or any provision hereof so that it
is enforceable to the maximum extent permitted by law, and the parties agree to
abide by such court’s determination. If any of the covenants of this Section 9
are



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determined to be wholly or partially unenforceable in any jurisdiction,
such determination shall not be a bar to or in any way diminish the Company’s
right to enforce any such covenant in any other jurisdiction.




     9. Successors.



          (a) This Agreement is personal to the Executive and, without the prior
written consent of the Company, shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive’s legal
representatives.



          (b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.



          (c) The Company will require any successor to CSX (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of CSX to assume expressly and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken
place.



     10. Miscellaneous.



          (a) This Agreement shall be governed by and construed in accordance with
the laws of Florida, without reference to principles of conflict of laws. The
captions of this Agreement are not part of the provisions hereof and shall have
no force or effect. This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective
successors and legal representatives.



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          (b) All notices and other communications hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:




	 	 	If to the Executive:
	 
	 	 	Andrew B. Fogarty

13747 Hope Sound Court

Jacksonville, FL 32225

	 
	 	 	If to the Company:
	 
	 	 	CSX Corporation

500 Water Street

Jacksonville, FL 32202

Attention: Senior Vice President, Human Resources and Labor Relations





or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressees.




          (c) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.



          (d) The Company may withhold from any amounts payable under this Agreement
such Federal, state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.



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          (e) The Executive’s or the Company’s failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 4(c) of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.



          (f) Except as expressly provided herein, the Executive and the Company
acknowledge that this Agreement supersedes any other agreement between the
Executive and the Company or any Affiliated Company, including the Executive’s
Special Employment Agreement with CSX Corporation dated October 2001 concerning
the subject matter hereof, except as provided for herein. This Agreement shall
have no effect on any agreements between the Executive and the Company or any
of its affiliates not concerning the subject matter hereof.



          (g) This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and said counterparts shall constitute but one and
the same instrument.



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     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand
and, pursuant to due authorization, the Company has caused this Agreement to be
executed in its name on its behalf, all as of the day and year first above
written.



	 	 	 	 	 
	 	 	/s/ Andrew B. Fogarty
	 	 	

	 	 	Andrew B. Fogarty
	 
	 	 	 	 
	 	 	CSX CORPORATION
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert J. Haulter
	

	 	 	 	

	 	 	Robert J. Haulter, Senior Vice President,
	 	 	Human Resources and Labor Relations








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