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                                                                    EXHIBIT 10.3

                                 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

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         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
         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 l(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.

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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 -
<PAGE>

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.

                                     - 12 -
<PAGE>
           AMENDMENT TO THE 2002 DIRECTOR DEFERRED COMPENSATION PLAN

Effective January 1, 2004, interest will be credited at the rate of 10-year U.S.
Treasury bonds as published by the Wall Street Journal on the last day of the
preceding calendar year. Such rate will be reviewed and updated annually.