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                                                                    EXHIBIT 10.1

                      AMENDED AND RESTATED CSX CORPORATION
                            STOCK PLAN FOR DIRECTORS
                            (APPROVED APRIL 17, 1997)

1.       NAME OF PLAN. This plan shall be known as the "Amended and Restated CSX
         Corporation Stock Plan for Directors" (the "Plan".)

2.       PURPOSE OF PLAN. The purpose of the Plan is to enable CSX Corporation,
         a Virginia corporation (the "Company"), to attract and retain persons
         of exceptional ability to serve as directors and to solidify the common
         interests of its directors and shareholders in enhancing the value of
         the Company's Stock. The Plan provides for grants of Stock, grants of
         options to acquire Stock, and payment of directors' retainers and fees
         in Stock.

3.       EFFECTIVE DATE AND TERM AND SHARES SUBJECT TO PLAN. The Plan shall be
         effective as of the date it is adopted by the Board of Directors of the
         Company, subject, however, to approval by at least a majority of the
         outstanding shares of Stock present or represented and entitled to vote
         at a meeting of shareholders of the Company not later than April 17,
         1997, and shall remain in effect until amended or terminated by action
         of the Board. Of the 1,000,000 shares subject to the Plan as of May 1,
         1992, the date of original approval by shareholders of the Company,
         956,728 shares remain unissued and subject to the Plan as of March 18,
         1997.

4.       ELIGIBLE PARTICIPANTS. Each member of the Board from time to time who
         is not a full-time employee of the Company or any of its subsidiaries
         shall be a participant ("Participant") in the Plan.

5.       DEFINITIONS.

         (a)      "Annual Meeting" means the Company's Annual Meeting of
                  Shareholders.

         (b)      "Board of Directors" or "Board" means the Board of Directors
                  of CSX Corporation.

         (c)      "Business Day" means, if relevant to a determination of the
                  value of Stock, a day on which shares of Stock are or could be
                  traded on the New York Stock Exchange (or other national stock
                  exchange, or if not so listed, could be traded
                  over-the-counter). In all other cases, the term means a day on
                  which the offices of the Company are open for the conduct of
                  business in the normal course.

         (d)      "Payment Date" means the fifteenth day of the last month of
                  each quarter of the Corporation's fiscal year or, if the
                  fifteenth day of such month is not a Business Day, on the next
                  Business Day following the fifteenth day of such month.

         (e)      "Fair Market Value" means, as of any given date, the mean
                  between the high and low selling prices of the Stock per share
                  on the New York Stock Exchange on such date (or, if there is
                  no reported sale on such date, on the last preceding date on
                  which any reported sale occurred).

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         (f)      "Stock" means the Common Stock of the Company and rights,
                  options or warrants for the purchase of securities of the
                  Company which may be issued with shares of Stock pursuant, and
                  subject, to plans or agreements adopted or entered into from
                  time to time by the Company. If the par value of Stock is
                  changed, or in the event of a change in the capital structure
                  of the Company, the shares resulting from such a change shall
                  be deemed to be Stock within the meaning the Plan.

6.       SHARES AND STOCK OPTIONS.

         (a)      Commencing May 1, 1992, the annual retainer payable to each
                  Participant for service on the Board shall be payable in part
                  in shares of Stock subject to any applicable deferrals and
                  restrictions set forth in Section 8 hereof. Subject to
                  paragraphs (b) and (c) below, each Participant shall be paid
                  40 percent of the annual retainer payable to each Participant
                  for service on the Board (the "Designated Percentage") in
                  shares of Stock. The shares shall be deducted at their Fair
                  Market Value, determined as of the Business Day immediately
                  preceding the date of the Company's Annual Meeting of
                  Shareholders ("Annual Meeting"), from the Participant's annual
                  retainer.

         (b)      Any person who becomes a non-employee director following the
                  Company's Annual Meeting, whether by appointment or election
                  as a director or by change in status from a full-time
                  employee, shall receive shares of Stock as a portion of the
                  compensation to be paid to such Participant until the next
                  Annual Meeting. The number of shares of Stock issued to such
                  Participant shall be determined by dividing the product of the
                  pro rata portion of the annual retainer to be paid to such
                  director and the Designated Percentage by the Fair Market
                  Value on the day such person becomes a Participant. A
                  Participant who becomes a non-employee director following the
                  Company's Annual Meeting may, at the beginning of such term,
                  make his or her Annual Election as set forth in paragraph (c)
                  below regardless of the number of months remaining until the
                  next Annual Meeting.

         (c)      Each Participant may also make one election during the period
                  from Annual Meeting to the next Annual Meeting (the "Annual
                  Election") to receive up to 100 percent of his or her
                  retainers and/or fees in shares of Stock, subject to any
                  applicable deferrals and restrictions set forth in Section 8
                  hereof. The Annual Election must be in writing and shall be
                  delivered to the Corporate Secretary of the Company no later
                  than six months prior to the next Annual Meeting. The Annual
                  Election shall be irrevocable in respect of the year to which
                  it pertains and shall specify the applicable percentage of the
                  annual retainers and/or fees above the Designated Percentage
                  that such Participant wishes to receive in shares of Stock.
                  The Annual Election shall not be effective until at least six
                  months and one day following its execution and receipt by the
                  Company.

         (d)      In addition to the awards described in the previous provisions
                  of this Section 6, the Board may make additional awards of
                  Stock or options to acquire Stock to Participants upon such
                  terms as it deems fit; provided, however, that options to
                  acquire Stock ("Stock Options") shall be subject to the
                  restrictions in Section 10.

7.       PAYMENT OF SHARES. Payments to directors of Stock or Stock Options
         pursuant to this Plan shall be made as follows, subject to any
         applicable deferrals and restrictions pursuant to Section 8 of this
         Plan:

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         (a)      Shares payable as the Designated Percentage pursuant to
                  Section 6 of the Plan shall be payable immediately following
                  the Company's Annual Meeting.

         (b)      Following payment of the Designated Percentage, the balance of
                  each director's retainers to be paid in Stock, if any, shall
                  be prorated and paid on the Payment Dates remaining until the
                  next Annual Meeting.

         (c)      Unless otherwise specified by resolution of the Board of
                  Directors, any compensation to be paid in Stock and any grant
                  of Stock shall be made on or as of the Payment Date next
                  succeeding the date on which such payments have been earned or
                  are otherwise payable or issuable.

         (d)      The number of shares to be issued in payment of retainers and
                  fees denominated in dollars shall be calculated on the basis
                  of the Fair Market Value on the Payment Date as of which such
                  shares are issued.

8.       DEFERRALS AND RESTRICTIONS ON PAYMENT. Payment of shares issuable under
         Section 6 shall, at the Participant's election (which election must be
         in writing and shall be delivered to the Corporate Secretary of the
         Company no later than six months prior to the next Annual Meeting), be
         deferred in accordance with a deferral election made by the Participant
         and filed with the Company. The Company shall transfer shares of Stock
         or other assets equal in value to a number of shares as to which
         payment is deferred to a trust to secure the Company's obligation to
         pay shares of Stock to the Participant in the future, but any assets
         transferred shall remain subject to the claims of the Company's
         creditors and any interest the Participant may be deemed to have in the
         trust may not be sold, hypothecated or transferred (including, without
         limitation, transfer by gift or donation). The Company shall distribute
         Stock deferred pursuant to this Section 8 in accordance with elections
         made by each participant on forms approved by the Board; provided,
         however, that upon a Change of Control, as hereinafter defined, all
         Stock previously deferred shall be issued immediately, except that a
         Participant may elect that shares which would be distributed to him or
         to her upon a Change of Control may continue to be held in trust for
         distribution in accordance with this Section 8. Such election with
         respect to Change of Control described in the preceding sentence shall
         be effective no earlier than the Annual Meeting following such
         election. The Participant's right to receive the shares issued under
         Section 6 shall not be affected by a termination of the trust described
         herein.

9.       SHARE CERTIFICATES, VOTING AND OTHER RIGHTS. The certificates for
         shares issued hereunder shall be issued in the name of the Participant
         or the trustee of the trust described in Section 8, as the case may be,
         and shall be held by such Participant or such trustee; provided,
         however, that each Participant shall be entitled to all rights of a
         shareholder with respect to Stock for all such shares issued in his
         name, including the right to vote the shares, and the Participant or
         the trustee, as the case may be, shall receive all dividends and other
         distributions paid or made with respect thereto.

10.      PROCEDURES WITH RESPECT TO STOCK OPTIONS.

         (a)      Each Stock Option granted pursuant to the Plan:

                  (i)      will consist of an option to purchase shares of Stock
                           at a purchase price not less than 100 percent of the
                           Fair Market Value of the Stock on the date of grant;


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                  (ii)     will be exercisable during the time period specified
                           in the terms of the grant and reflected in an
                           agreement entered into with a Participant, but such
                           exercise shall not be earlier than one year after the
                           date of grant of the Stock Option and not later than
                           15 years after the date of grant of the Stock Option,
                           with the determination of the final date of exercise
                           of the Stock Option to be made at the time of grant.

         (b)      In the event of the death of a Participant who holds
                  unexercised Stock Options awarded under the Plan, the Stock
                  Option may be exercised by a beneficiary designated by the
                  Participant prior to his death, or if no beneficiary is
                  designated, by the executor or executrix of the Participant's
                  estate or by the person or persons to whom the Participant's
                  rights have passed by will or the laws of descent and
                  distribution, such exercise to be in accordance with the
                  provisions of the Plan and to the same extent as though the
                  Participant were then living.

11.      FRACTIONS OF SHARES. The Company shall not issue fractions of shares.
         Whenever under the terms of the Plan a fractional share would otherwise
         be required to be issued, the Participant or the trustee of the trust
         described in Section 8, as the case may be, shall be paid in cash for
         such fractional share based upon the same Fair Market Value which was
         utilized to determine the number of shares to be issued on the relevant
         Payment Date.

12.      CHANGE OF CONTROL. "CHANGE OF CONTROL" SHALL MEAN ANY OF THE FOLLOWING:

         (a)      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 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 percent or more of either (i) the then outstanding
                  shares of Stock of the Company, or (ii) the combined voting
                  power of the then outstanding voting securities of the Company
                  entitled to vote generally in the election of directors (the
                  "Outstanding Company Voting Securities"); provided, however,
                  that for purposes of this subsection (a), the following
                  acquisitions shall not constitute a Change of Control: (i) any
                  acquisition directly from the Company; (ii) any acquisition by
                  the Company; (iii) any acquisition by any employee benefit
                  plan (or related trust) sponsored or maintained by the Company
                  or any corporation controlled by the Company; or (iv) any
                  acquisition by any corporation pursuant to a transaction which
                  complies with clauses (i), (ii) and (iii) of subsection (c) of
                  this Section 12; or

         (b)      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 Company'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


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         (c)      Business Combination. Approval by the shareholders of the
                  Company of a reorganization, merger, consolidation or sale or
                  other disposition of all or substantially all of the assets of
                  the Company or its principal subsidiary that is not subject,
                  as a matter of law or contract, to approval by the Surface
                  Transportation Board 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:

                  (i)      all or substantially all of the individuals and
                           entities who were the beneficial owners,
                           respectively, of the Stock and Outstanding Company
                           Voting Securities immediately prior to such Business
                           Combination beneficially own, directly or indirectly,
                           more than 50 percent 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 Company or its principal
                           subsidiary or all or substantially all of the assets
                           of the Company 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 Stock and Outstanding Company
                           Voting Securities, as the case may be;

                  (ii)     no Person (excluding any corporation resulting from
                           such Business Combination or any employee benefit
                           plan (or related trust) of the Company 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

                  (iii)    at least a majority of the members of the Board
                           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

         (d)      Regulated Business Combination. Approval by the shareholders
                  of the Company 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 (i), (ii) and (iii) of
                  subsection (c) of this Section 12; or

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

13.      WITHHOLDING TAXES. Whenever the Company proposes or is required to
         issue or to transfer shares of Stock under the Plan, or whenever the
         Company is required to withhold taxes upon exercise of Stock Options
         under the Plan, a Participant:

         (a)      Shall remit to the Company an amount sufficient to satisfy any
                  federal, state or local withholding tax liability prior to the
                  delivery of any certificate or certificates for such shares;
                  or


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         (b)      To the extent permitted by applicable laws, including
                  regulations promulgated under the Securities Exchange Act of
                  1934, such federal, state or local withholding tax liability
                  may be satisfied prior to the delivery of any certificate or
                  certificates for the shares by an adjustment, equal in value
                  to such liability, in the number of shares to be transferred
                  to the Participant.

14.      AMENDMENT. This Plan may be amended by action of a majority of the
         Board of Directors, and approval by shareholders shall not be required
         for any amendment which does not authorize additional shares to be
         subject to the Plan.

15.      ADMINISTRATION. The Plan will be administered by the Board. Except as
         otherwise specifically provided in the Plan, the Board will have the
         entire authority to interpret and administer the Plan, including the
         power and complete discretion with respect to any award of Stock or
         Stock Options to determine the terms and conditions of the award, the
         number of shares of Stock to be covered by the award, the time or times
         when an award will be granted, when Stock Options may be exercised, and
         the manner in which payment may be made upon the exercise of Stock
         Options. If the Board determines that a spin-off, stock dividend or
         other distribution not in the form of cash or Stock, consolidation,
         merger, dissolution, liquidation or other similar corporate transaction
         or event affects a Stock Option such that an adjustment is appropriate
         to preserve the intended benefits of a Stock Option, the Board may make
         such equitable changes or adjustments in the Stock Option as it deems
         necessary or appropriate. The Board may adopt rules and regulations for
         carrying out the Plan. The interpretation and construction of any
         provision of the Plan by the Board will be final and conclusive.


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                      AMENDMENT TO THE AMENDED AND RESTATED
                     CSX CORPORTION STOCK PLAN FOR DIRECTORS

The Plan is amended, effective January 1, 2004, as follows:

         1.       Section 6(a) of the Plan is amended by adding the following
                  sentence as the penultimate sentence thereof:

                  "Effective January 1, 2004, the Designated Percentage of the
                  annual retainer paid in shares of Stock shall be 50 percent."

         2.       Section 11 of the Plan is amended, effective January 1, 2004,
                  by adding the following sentence to the end thereof:

                  "Notwithstanding the foregoing, in the event that the
                  recordkeeping system for the Plan is able to properly account
                  for fractional shares, fractional shares may be issued instead
                  of cash."