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                                                                    Exhibit 10.3

                                 CSX CORPORATION

                           CSX Omnibus Incentive Plan
                   Notice of Non-Qualified Stock Option Grant

Name: **First Name** Middle** Last Name**         Grant Date:         **Date**
SSN:  **Social Security Number**                  Options Granted:    **Shares**
                                                  Option Price:       **Price**
                                                  Expiration Date:    **Date**
                                                  Grant Number:       **Number**


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 Omnibus Incentive 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 on the CSX
intranet (http://csxnet) under "Incentive Plans." 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 Option, you will be deemed to have agreed to
the terms of this Notice and the terms of the Plan. CSX reserves the right to
terminate, change or amend the Plan at any time. Receipt of this grant does not
obligate CSX to make any additional grants to you.

Vesting:
The Options may be exercised only when vested. Subject to the terms of the Plan,
the Options will become vested according to the following schedule:

              Date of                  Shares                  Expiration
              Vesting                  Vested                  Date
              ---------------------------------------------------------------
              **Date**                 **Number**              **Date**
              **Date**                 **Number**              **Date**
              **Date**                 **Number**              **Date**

In the case of a Change in Control, the Options will become fully vested
immediately. In the event of your Retirement, Disability or death, the Options
will become vested at the dates listed above as if you had continued employment.
Additionally, the Options will vest on the dates listed above as if you had
continued employment if (i) your employer is involved in a Divisive Transaction,
or (ii) your employment is terminated, with the consent of the Company, as a
result of a business transaction, a reduction in force or any other
circumstances approved by the Compensation Committee.

Employment Requirements and Exercisability:
If you separate from employment for any reason other than Retirement, Disability
or death, you will have 30 days after your separation from employment to
exercise any Options that are vested on your separation from employment. If your
employment is terminated for Cause, however, all your rights under the Options
shall be null and void.

In the event of your separation from employment due to Disability or death, you
or your Beneficiary or estate will have five years (but not later than the
expiration date) to exercise any vested Options. If your separation from
employment is because of Retirement, you will have until the expiration date to
exercise any vested Options. If your employer is involved in a Divisive
Transaction or your employment is terminated with the consent of the Company as
a result of a business transaction, a reduction in force, or any other
circumstances approved by the Compensation Committee, you will have until the
later of three years from the event or one year from the applicable date of
vesting to exercise the Options.

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 this Notice or the Plan. An exercise of Options
generates federal and applicable state income and employment tax withholding
obligations. 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 Shelby Pyatt at RNX 633-3380 (904-633-3380) or Tom Beyer at RNX 633-3368
(904-633-3368).

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