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                                                                   EXHIBIT 10.24

                                 CSX CORPORATION

                      1987 LONG-TERM PERFORMANCE STOCK PLAN

 As Amended and Restated Effective April 25, 1996
(As Amended through September 8, 1999)

1.       PURPOSE.

         The purpose of the CSX Corporation Long-Term Performance Stock Plan
(the "Plan") is to attract and retain outstanding individuals as officers and
key employees of CSX Corporation and its subsidiaries, to furnish motivation for
the achievement of long-term performance objectives by providing such persons
opportunities to acquire ownership of common shares of the Company, monetary
payments based on the value of such shares or the financial performance of the
Company; or both, on terms as herein provided. It is intended that the
Incentives provided under this Plan will be treated as qualified
performance-based compensation within the meaning of Section 162(m) of the Code.
The Company believes there are circumstances, however, where the provision of
compensation that is not fully deductible may be more consistent with the
compensation philosophy of the Company and/or may be in the Company's and its
shareholders' best interests. The Company reserves the right to exercise
discretion and retain flexibility in this regard and in certain circumstances to
provide incentives that do not qualify as deductible under Section 162(m).

2.       DEFINITIONS.

         Whenever the following words are capitalized and used in the Plan, they
shall have the respective meanings set forth below, unless a different meaning
is expressly provided. Unless the context clearly indicates to the contrary, in
reading this document the singular shall include the plural and the masculine
shall include the feminine.

         a.       "Beneficiary": The term Beneficiary shall mean the person
                  designated by the Participant, on a form provided by the
                  Company, to exercise the Participant's rights in accordance
                  with Section 14 of the Plan in the event of his death.

         b.       "Benefits Trust Committee": The term Benefits Trust Committee
                  means the committee established pursuant to the CSX
                  Corporation and Affiliated Companies Benefits Assurance Trust.

         c.       "Board of Directors": The term Board of Directors or Board
                  means the Board of Directors of CSX Corporation.

         d.       "Cause": The term Cause means (i) an act or acts of personal
                  dishonesty of a Participant intended to result in substantial
                  personal enrichment of the Participant at the expense of the
                  Company or any of its subsidiaries, (ii) violation of the
                  management responsibilities by the Participant which is
                  demonstrably willful and deliberate on the Participant's part
                  and which is not remedied in a reasonable period of time after
                  receipt of written notice from the Company or a subsidiary, or
                  (iii) the conviction of the Participant of a felony involving
                  moral turpitude.

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         e.       "Change in Control": The term Change in Control is defined in
                  Section 22.

         f.       "Code": The term Code means the Internal Revenue Code of 1986,
                  as amended.

         g.       "Committee": The term Committee means the Compensation
                  Committee of the Board of Directors.

         h.       "Company": The term Company means CSX Corporation.

         i.       "Completed Month": The term Completed Month shall mean a
                  period beginning on the monthly anniversary date of a grant of
                  an Incentive and ending on the day before the next monthly
                  anniversary.

         j.       "Covered Employee": The term Covered Employee shall mean the
                  chief executive officer of the Company or any other individual
                  who is among the four (4) highest compensated officers or who
                  is otherwise a "covered employee" within the meaning of
                  Section 162(m) of the Code, as determined by the Committee.

         k.       "Disability": The term Disability means long-term disability
                  as determined under the Company's Salary Continuance and
                  Long-Term Disability Plan.

         1.       "Divisive Transaction": The term Divisive Transaction means a
                  transaction in which the Participant's employer ceases to be a
                  Subsidiary or there is a sale of substantially all of the
                  assets of the Subsidiary.

         m.       "Exchange Act": The term Exchange Act means the Securities
                  Exchange Act of 1934, as amended.

         n.       "Exercisability Requirements": The term Exercisability
                  Requirements used with respect to any grant of options means
                  such restrictions or conditions on the exercise of such
                  options that the Committee may, in its discretion, add to the
                  one-year holding requirement contained in Sections 7 and 8.

         o.       "Fair Market Value": The term Fair Market Value shall be
                  deemed to be the mean between the highest and lowest quoted
                  selling prices of the stock per share as reported under New
                  York Stock Exchange-Composite Transactions on the day of
                  reference to any event to which the term is pertinent, or, if
                  there is no sale that day, on the last previous day on which
                  any such sale occurred.

         p.       "Functional Group": The term Functional Group means a group of
                  employees, identified by the Compensation Committee, in its
                  sole discretion, to be subject to a common set of Performance
                  Objectives.

         q.       "Incentive": The term Incentive means any incentive under the
                  Plan described in Section 6.

         r.       "Objective Standard": The term Objective Standard means a
                  formula or standard by which a third party, having knowledge
                  of the relevant performance results, could calculate the
                  amount to be paid to a Participant. Such formula or standard
                  shall specify the individual

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                  employees or class of employees to which it applies, and shall
                  preclude discretion to increase the amount payable that would
                  otherwise be due upon attainment of the objective.

         s.       "Participant": The term Participant means an individual
                  designated by the Committee as a Participant pursuant to
                  Section 5.

         t.       "Performance Objective": The term Performance Objective shall
                  mean a performance objective established in writing by the
                  Committee within ninety (90) days of the commencement of the
                  Performance Period to which the Performance Objective relates
                  and at a time when the outcome of such objective is
                  substantially uncertain. Each Performance Objective shall be
                  established in such a way that a third party having knowledge
                  of the relevant facts could determine whether the objective is
                  met. A Performance Objective may be based on one or more
                  business criteria that apply to the individual Participant, a
                  business unit or the Company as a whole, and shall state, in
                  terms of an Objective Standard, the method of computing the
                  amount payable to the Participant if the Performance Objective
                  is attained. With respect to Incentives granted to Covered
                  Employees, the material terms of the Performance Objective
                  shall be disclosed to, and must be subsequently approved by, a
                  vote of the shareholders of the Company, consistent with the
                  requirements of Section 162(m) of the Code and the regulations
                  thereunder. The Performance Objectives for any Performance
                  Period shall be based on one or more of the following
                  measures, as determined by the Committee in writing within
                  ninety (90) days of the commencement of the Performance
                  Period:

                  1.       The achievement by the Company or business unit of
                           specific levels of Return on Invested Capital
                           ("ROIC"). ROIC for the Company or business unit means
                           its results of operations divided by its capital.

                  2.       The generation by the Company or business unit of
                           free cash flow.

                  3.       The creation by the Company or business unit of
                           specific levels of Economic Value Added ("EVA"). EVA
                           for the Company or business unit means its ROIC less
                           its cost of capital multiplied by its capital.

                  4.       The creation by the Company of specific levels of
                           Total Shareholder Return ("TSR"). TSR for the Company
                           means total return to shareholders as measured by
                           stock price appreciation plus dividends.

         u.       "Performance Period": The term Performance Period means a
                  fixed period of time, established by the Committee, during
                  which a Participant performs service for the Company and
                  during which Performance Objectives may be achieved.

         v.       "Plan": The term Plan means this CSX Corporation 1987
                  Long-Term Performance Stock Plan as amended or restated from
                  time to time.

         w.       "Retirement": The term Retirement means a termination of
                  employment after age 55 with eligibility to begin immediately
                  receiving retirement benefits under the Company's defined
                  benefit pension plan.

         x.       "Separation From Employment": The term Separation From
                  Employment means an employee's separation from employment with
                  the Company or a Subsidiary as a result of

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                  Retirement, death, Disability, or termination of employment
                  (voluntarily or involuntarily). A Participant in receipt of
                  periodic severance payments shall be considered separated from
                  employment on the day preceding the day such severance
                  payments commenced.

         y.       "Subsidiary": The term Subsidiary means, with respect to any
                  corporation, or corporation more than 50% of whose voting
                  shares are owned directly or indirectly by the Company.

         z.       "Trust": The term Trust means the CSX Corporation and
                  Affiliated Companies Executives' Stock Trust or such other
                  trust or trusts which substantially conforms to the terms of
                  the Internal Revenue Service model trust as described in
                  Revenue Procedure 92-64, 1992-2 C.B. 422.

3.       NUMBER OF SHARES.

         Subject to the provisions of Section 19 of this Plan, the maximum
number of shares which may be issued pursuant to the Incentives shall be
21,000,000 shares of the Company's common stock, par value $1.00 per share. The
maximum number of such shares that may be issued pursuant to any type of
Incentive shall be 17,500,000 shares. The remaining 3,500,000 shares may be
issued only pursuant to grants of Incentive Stock Options, Non-Qualified Stock
Options, and Stock Appreciation Rights. Such shares shall be authorized and
unissued shares of the Company's common stock. Subject to the provisions of
Section 19, if any Incentive granted under the Plan shall terminate or expire
for any reason without having been exercised in full, the unissued shares
subject thereto shall again be available for the purposes of the Plan.
Similarly, shares which have been issued, but which the Company retains or which
the Participant tenders to the Company in satisfaction of income and payroll tax
withholding obligations or in satisfaction of the exercise price of any option
shall remain authorized and shall again be available for the purposes of the
Plan, provided, however, that any such previously issued shares shall not be the
subject of any grant under the Plan to any officer of the Company who, at the
time of such grant, is subject to the short-swing trading provisions of Section
16 of the Exchange Act.

4.       ADMINISTRATION.

         a.       Prior to a Change of Control, the Plan shall be administered
by the Committee. The Committee shall consist of three or more members of the
Board of Directors. No member of the Committee shall be eligible to receive any
Incentives under the Plan while a member of the Committee. A majority of the
Committee shall constitute a quorum. The Committee shall recommend to the Board
individuals to receive Incentives, including the type and amount thereof, unless
the Board shall have delegated to the Committee the authority and power to
select persons to whom Incentives may be granted, to establish the type and
amount thereof, and to make such grants.

         Subject to the express provisions of the Plan, the Committee shall have
authority to construe any agreements entered into with any person in respect of
any Incentive or Incentives, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of any
such agreements and to make all other determinations necessary or advisable for
administering the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any agreement under
the Plan in the manner and to the extent it shall deem expedient to carry it
into effect, and it shall be the sole and final judge of such expedience. Any
determination of the Committee under the Plan may be made without notice of
meeting of the Committee by a writing signed by a majority of the Committee
members. The determinations of the Committee on the matters referred to in this
Section 4 shall be conclusive.

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         b.       Following a Change of Control, the Benefits Trust Committee
may remove and/or replace the Committee as the Plan Administrator. Additionally,
following a Change of Control, any and all final benefit determinations for
Participants, their beneficiaries, heirs and assigns and decisions regarding
benefit claims under this Plan shall rest with the Benefits Trust Committee or
its delegate in its sole judgment and absolute discretion.

5.       ELIGIBILITY AND PARTICIPATION.

         Incentives may be granted only to officers and key employees of the
Company and of its Subsidiaries at the time of such grant as the Committee in
its sole discretion may designate from time to time to receive an Incentive or
Incentives. An officer or key employee who is so designated shall become a
Participant. A director of the Company or of a Subsidiary who is not also an
officer or employee of the Company or of such Subsidiary will not be eligible to
receive an Incentive.

         The Committee's designation of an individual to receive an Incentive at
any time shall not require the Committee to designate such person to receive an
Incentive at any other time. The Committee shall consider such factors as it
deems pertinent in selecting Participants and in determining the type and amount
of their respective Incentives, including without limitation (a) the financial
condition of the Company, (b) anticipated financial results for the current or
future years, including return on invested capital, (c) the contribution by the
Participant to the profitability and development of the Company through
achievement of established strategic objectives, and (d) other compensation
provided to Participants.

6.       INCENTIVES.

         Incentives may be granted in any one or a combination of (a) Incentive
Stock Options; (b) Non-Qualified Stock Options; (c) Stock Appreciation Rights;
(d) Performance Shares; (e) Performance Units; (f) Restricted Stock; and (g)
Incentive Compensation Program Shares, all as described below and pursuant to
the terms set forth in Sections 3 and 7-12 hereof. With respect to Items
(a)-(c), the maximum number of shares of common stock of the Company with
respect to which these Incentives may be granted in any Plan Year to any
Participant will be 750,000. With respect to Items (d)-(f), the maximum number
of shares of common stock of the Company with respect to which these Incentives
may be granted during any Plan Year to any Participant will be 150,000.

7.       INCENTIVE STOCK OPTIONS.

         Incentive Stock Options (ISOs) will consist of options to purchase
shares of the Company's common stock at purchase prices not less than 100
percent of the Fair Market Value of such common stock on the date of grant. ISOs
will be exercisable upon the date or dates specified in an option agreement
entered into with a Participant but not earlier than one year after the date of
grant of the options and not later than 10 years after the date of grant of the
options; provided, however, that whether or not the one-year holding requirement
is satisfied, any Exercisability Requirements must be satisfied. For options
granted after December 31, 1986, the aggregate Fair Market Value, determined at
the date of grant, of shares for which ISOs are exercisable for the first time
by a Participant during any calendar year shall not exceed $100,000.

         Notwithstanding the provisions of Section 5 of this Plan, no individual
will be eligible for or granted an ISO if that individual owns stock of the
Company possessing more than 10 percent of the total combined voting power of
all classes of the stock of the Company or its Subsidiaries.

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         Any Participant who is an option holder may exercise his option to
purchase stock in whole or in part upon the date or dates specified in the
option agreement offered to him. In no case may an option be exercised for a
fraction of a share. Except as set forth in this Section 7, Section 12 and in
Sections 14 through 16, no option holder may exercise an option unless at the
time of exercise he has been in the continuous employ of the Company or one of
its Subsidiaries since the grant of such option. An option holder under this
Plan shall have no rights as a shareholder with respect to any shares subject to
such option until such shares have been issued.

         For purposes of this Section 7, written notice of exercise must be
received by the Corporate Secretary of the Company not less than one year nor
more than 10 years after the option is granted. Such notice must state the
number of shares being exercised and must be accompanied by payment of the full
purchase price of such shares. Payment for the shares for which an option is
exercised may be made by (1) a personal check or money order payable to CSX
Corporation; (2) a tender by the employee (in accordance with procedures
established by the Company) of shares of the Company's common stock having a
Fair Market Value on the date of tender equaling the purchase price of the
shares for which the option is being exercised; or (3) any combination of (1)
and (2).

8.       NON-QUALIFIED STOCK OPTIONS.

         NQSOs will be exercisable upon the date or dates specified in an option
agreement entered into with a Participant but not earlier than one year after
the date of grant of the options and not later than 10 years after the date of
grant of the options (15 years if the NQSO grant was a 15-year grant); provided,
however, that whether or not the one-year holding requirement is satisfied, any
Exercisability Requirements must be satisfied.

         Any Participant may exercise an option to purchase stock upon the date
or dates specified in the option agreement offered to him. In no case may an
option be exercised for a fraction of a share. Except as set forth in this
Section 7, Section 12 and in Sections 14 through 16, no option holder may
exercise an option unless at the time of exercise he has been in the continuous
employ of the Company or one of its Subsidiaries since the grant of his option.
An option holder under this Plan shall have no rights as a shareholder with
respect to any shares subject to such option until such shares have been issued.

         For purposes of this Section 8, written notice of exercise must be
received by the Corporate Secretary of the Company, not earlier than one year
nor later than 10 years after the option is granted; provided, however,
effective for grants of options after December 31, 1998, the term of the option
may be 15 years instead of 10 years. Such notice must state the number of shares
being exercised and must be accompanied by payment of the full purchase price of
such shares. Payment for the shares for which an option is exercised may be made
by (1) a personal check or money order payable to CSX Corporation; (2) a tender
by the employee (in accordance with procedures established by the Company) of
shares of the Company's common stock having a Fair Market Value on the date of
tender equaling the purchase price of the shares for which the option is being
exercised; (3) the delivery of a properly executed exercise notice, together
with irrevocable instructions to a broker to promptly deliver to the Company
either sale proceeds of shares sold to pay the purchase price or the amount
loaned by the broker to pay the purchase price; or (4) any combination of (1),
(2) and (3).

         Non-Qualified Stock Options (NQSOs) will consist of options to purchase
shares of the Company's common stock at purchase prices not less than 100
percent of the Fair Market Value of such common stock on the date of grant;
provided, further, effective for grants of options after December 31, 1998, the
term of the option may be 15 years instead of 10 years.

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9.       Stock Appreciation Rights.

         Any option granted under the Plan may include a stock appreciation
right (SAR) by which the participant may surrender to the Company all or a
portion of the option to the extent exercisable at the time of surrender and
receive in exchange a payment equal to the excess of the Fair Market Value of
the shares covered by the option portion surrendered over the aggregate option
price of such shares. Such payment shall be made in shares of Company common
stock, in cash, or partly in shares and partly in cash, as the Committee in its
sole discretion shall determine, but in no event shall the number of shares of
common stock delivered upon a surrender exceed the number the option holder
could then purchase upon exercise of the option. Such rights may be granted by
the Committee concurrently with the option or thereafter by amendment upon such
terms and conditions as the Committee may determine.

         The Committee may also grant, in addition to, or in lieu of options to
purchase stock, SARs which will entitle the Participant to receive a payment
upon surrender of that right, or portion of that right in accordance with the
provisions of the Plan, equaling the difference between the Fair Market Value of
a stated number of shares of Company common stock on the date of the grant and
the Fair Market Value of a comparable number of shares of Company common stock
on the day of surrender, adjusted for stock dividends declared between the time
of the grant of the SAR and its surrender. The Committee shall have the right to
limit the amount of appreciation with respect to any or all of the SARs granted.
Payment made upon the exercise of the SARs may be in cash or shares of Company
common stock, or partly in shares and partly in cash, as the Committee in its
sole discretion shall determine.

         For purposes of this Section 9, written notice must be received by the
Corporate Secretary of the Company not earlier than one year nor later than 10
years after the SAR is granted. Such notice must state the number of SARs being
surrendered and the method of settlement desired within the guidelines
established from time to time by the Committee. The SAR holder will receive
settlement based on the Fair Market Value on the day the written request is
received by the Corporate Secretary of the Company.

         In certain situations as determined by the Committee, for purposes of
this Section 9, written notice must be received by the Corporate Secretary of
the Company between the third and twelfth business days after the public release
of the Company's quarterly earnings report, or between such other, different
period as may hereinafter be established by the Securities and Exchange
Commission. For such settlements, a Participant subject to a restricted exercise
period shall receive settlement based on the highest Fair Market Value during
the period described in the foregoing sentence.

         The Committee may not grant an SAR or other rights under this Section 9
in connection with an incentive stock option if such grant would cause the
option or the Plan not to qualify under Section 422 of the Code or if it is
prohibited by such section or Treasury regulations issued thereunder. Any grant
of an SAR or other rights which would disqualify either the option as an ISO or
the Plan, or which is prohibited by Section 422 of the Code or Treasury
regulations issued thereunder, is and will be considered as void and vesting no
rights in the grantee. It is a condition for eligibility for the benefits of the
option and of the Plan that the Participant agree that in the event an SAR or
other right granted should be determined to be void as provided by the
foregoing, the Participant has no right or cause of action against the Company.

10.      Performance Unit Awards and Performance Share Awards.

         The Committee may grant Performance Unit Awards (PUAs) and Performance
Share Awards (PSAs) under which payment shall be made in shares of the Company's
common stock, in cash, or partly in shares and partly in cash, as the Committee
in its sole discretion shall determine. PUAs and PSAs may be awarded to
individual Participants or to a Functional Group. Awards to a Functional Group
shall be subject

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to distribution by the Chief Executive Officer of the Company, or by his
designees, to individuals within such group. At the time of the grant, the
Committee shall establish in writing and communicate to Participants, and to
members of a Functional Group who can be identified, Performance Objectives to
be achieved during the Performance Period. Awards of PUAs and PSAs may be
determined by the average level of attainment of Performance Objectives over
multiple Performance Periods.

         Prior to the payment of PUAs and PSAs, the Committee shall determine
the extent to which Performance Objectives have been attained during the
Performance Period or Performance Periods in order to determine the level of
payment to be made, if any, and shall record such results in the minutes of the
meeting of the Committee. In no instance will payment be made if the Performance
Objectives are not attained.

         Payment, if any, shall be made in a lump sum or in installments, in
cash or shares of Company common stock, as determined by the Committee,
commencing as promptly as feasible following the end of the Performance Period,
except that (a) payments to be made in cash may be deferred subject to such
terms and conditions as may be prescribed by the Company, and (b) payments to be
made in Company common stock may be deferred pursuant to an election filed on
forms prescribed and provided by and filed with the Company. A Participant may
elect annually to defer to a date certain, or the occurrence of an event, as
provided in the form, the receipt of all or any part of shares of Company common
stock he may subsequently become entitled to receive. On forms provided by and
filed with the Company, the Participant shall also specify whether, when the
deferral period expires or when the restrictions below lapse, payment will be in
a lump sum or installments over a period not exceeding twenty (20) years. The
Committee shall prescribe the time periods during which the election must be
filed in order to be effective. Elections to defer, once effective, are
irrevocable. Changes regarding the date of payment, the period over which
payments are to be made and the method of payment are subject to substantial
penalties. However, a One-Time Change of Distribution Election may be made to
change the timing or the form of payment without penalty. Any such election
which changes a distribution election on "termination of employment" or "the
earlier of termination or a specified age" shall be void in the event the
Participant's employment terminates within twelve (12) months following the date
of the election.

         If a Participant has made an effective election to defer the payment of
shares of common stock, the Company shall, within a reasonable period of time
after the deferral election is made, transfer shares of common stock or other
assets equal in value to the number of shares as to which payment is deferred to
the Trust to secure the Company's obligation to pay shares of common stock to
the Participant in the future. However, in any event, the Company shall make any
previously deferred payment of shares to the Participant upon:

         a.       the death of the Participant;

         b.       the Disability of the Participant;

         c.       the Participant's termination of employment with the Company
                  or a subsidiary of the Company, subject to the Participant's
                  deferral election;

         d.       A Divisive Transaction, subject to the Participant's deferral
                  election; or

         e.       a Change in Control.

         If a former Participant who has not received distribution of his entire
deferred payment under this Section is reemployed and again becomes a
Participant in the Plan, he may suspend payment of any remaining amounts
deferred, by notifying the Company in writing, and make a new deferral election,
without penalty, with respect to those amounts and new amounts deferred so long
as such change does not accelerate the timing of any payment to the Participant;
provided, however, distributions shall

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continue if the commencement of distribution was because the Participant chose a
specific age for the commencement of benefits and that age has been attained.

         Notwithstanding a Participant's election to defer the payment of shares
of common stock pursuant to this Section 10, the Company shall make cash
payments to Participants following each common stock dividend payment date equal
to the dividends payable on the number of shares of Company common stock
credited to the Participant's account as of the dividend record date (including
shares for which an election to defer has been made and any reinvested dividends
thereon). A Participant may elect to defer receipt of the cash payments pursuant
to election forms prescribed and provided by and filed with the Company. Such
deferred cash payments shall be credited to the Participant's account and
reinvested in shares of Company common stock as of the dividend payment date. An
election to defer, once effective, shall be irrevocable for the calendar year,
and shall continue in effect with respect to subsequent calendar years until
changed by a timely filed new election.

         Any dividends paid on shares of Company common stock held in the Trust
shall be paid to the Trust and shall be reinvested in shares of Company common
stock, or other assets equal in value, to secure the Company's obligation to pay
shares of common stock to Participants in the future.

11.      RESTRICTED STOCK.

         A Restricted Stock Award (RSA) shall entitle the Participant, subject
to his continued employment during the restriction period determined by the
Committee and his complete satisfaction of any other conditions, restrictions
and limitations imposed in accordance with the Plan, to the unconditional
ownership of the shares of the Company's common stock covered by the grant
without payment therefore.

         The Committee may grant RSAs at any time or from time to time to a
Participant selected by the Committee in its sole discretion. The Committee
shall establish at the time of grant of each RSA a Performance Period and
Performance Objectives to be achieved during the Performance Period.

         At the time of grant, the Performance Period and Performance Objectives
shall be set forth either in agreements or in guidelines communicated to the
Participant in such form consistent with this Plan as the Committee shall
approve from time to time.

         Following the conclusion of each Performance Period and prior to
payment, the Committee shall determine the extent to which Performance
Objectives have been attained or a degree of achievement between maximum and
minimum Performance Objectives during the Performance Period in order to
determine the level of payment to be made, if any, and shall record such results
in the minutes of the meeting of the Committee. In no instance will payment be
made if the Performance Objectives are not attained.

         At the time that an RSA is granted, the Committee shall establish in
the written agreement a restriction period applicable to all shares covered by
such grant. Subject to the provisions of the next following paragraph, the
Participant shall have all of the rights of a stockholder of record with respect
to the shares covered by the grant to receive dividends or other distributions
in respect of such shares (provided, however, that any shares of stock of the
Company distributed with respect to such shares shall be subject to all of the
restrictions applicable to such shares) and to vote such shares on all matters
submitted to the stockholders of the Company, but such shares shall not be sold,
exchanged, pledged, hypothecated or otherwise disposed of at any time prior to
the expiration of the restriction period, including by operation of law, and any
purported disposition, including by operation of law, shall result in automatic
forfeiture of any such shares.

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         Except as hereinafter provided, if, during the restriction period
applicable to such grant, a Separation From Employment of a Participant occurs
for any reason other than death, Disability or Retirement, all shares covered by
such grant shall be forfeited to the Company automatically. If the Participant's
Separation From Employment is because of Retirement or death, or in the event of
Disability, the Participant or his successor in interest shall be entitled to
unconditional ownership of a fraction of the total number of shares covered by
such grant of which the numerator is the number of whole calendar months in the
period commencing with the first whole calendar month following the date of
grant and ending with the whole calendar month including the date of death,
Disability or Retirement, and of which the denominator is the number of whole
calendar months in the applicable restriction period. Any fractional shares
shall be disregarded.

         The Committee may, at the time of granting any RSA, impose such other
conditions, restrictions or limitations upon the rights of the Participants
during the restriction period or upon the Participant's right to acquire
unconditional ownership of shares as the Committee may, in its discretion,
determine and set forth in the written agreement.

         At the time of grant of an RSA, the Company shall cause to be issued
and registered in the name of the Participant a stock certificate representing
the full number of shares covered thereby, which certificate shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such grant, and the grantee shall execute and deliver to the
Company a stock power endorsed in blank covering such shares. Such stock
certificate and stock power shall be held by the Company or its designee until
the expiration of the restriction period, at which time the same shall be
delivered to the Participant or his designee if all of the conditions and
restrictions of the grant have been satisfied, or until the forfeiture of such
shares, at which time the same shall be cancelled and the shares shall be
returned to the status of unissued shares.

12.      INCENTIVE COMPENSATION PROGRAM SHARES.

         A Participant who receives base compensation in excess of a dollar
level to be determined by the Committee and who is eligible to receive an award
under the Company's Incentive Compensation Program ("ICP") may elect, by filing
the prescribed election form with the Company in accordance with rules
established by the Committee, to receive all or part of his annual ICP award in
shares of the Company's common stock, rather than cash; provided, however, the
Participant must agree that his receipt of the stock will be deferred until his
retirement or termination of employment, with a minimum deferral period of three
(3) years. Elections to defer are irrevocable. A Participant who makes such
election shall, at the time that the stock is deferred, receive an additional
award of stock equal to a percentage, established by the Committee from time to
time, of the amount that he elected to have deferred, but not to exceed 25% (the
"Stock Premium"). The Participant's election to defer shall also apply to the
Stock Premium.

         If a Participant made an effective election to defer the payment of
shares of common stock and receive the Stock Premium, the Company shall, within
a reasonable period of time after the deferral election is made, transfer shares
of common stock or other assets equal in value to the number of shares as to
which payment is deferred to the Trust to secure the Company's obligation to pay
shares of common stock to the Participant in the future. However, in any event,
the Company shall make any previously deferred payment of shares to the
Participant upon:

         a.       the death of the Participant;

         b.       the Disability of the Participant;

                                      -10-

<PAGE>

         c.       the Participant's termination of employment with the Company
                  or a subsidiary of the Company, subject to the Participant's
                  deferral election and the three (3) year deferral requirement;

         d.       a Divisive Transaction, subject to the Participant's deferral
                  election; or

         e.       a Change in Control.

         Notwithstanding any provisions of this Plan to the contrary, upon the
occurrence of a Divisive Transaction, the three (3) year holding requirement of
the stock premium for deferred ICP shares shall be deemed satisfied.

         Notwithstanding a Participant's election to defer the payment of shares
of common stock pursuant to this Section 12, the Company shall make cash
payments to Participants following each common stock dividend payment date equal
to the dividends payable on the number of shares of Company common stock
credited to the Participant's account as of the dividend record date (including
shares for which an election to defer has been made and any reinvested dividends
thereon). A Participant may elect to defer receipt of the cash payments pursuant
to election forms prescribed and provided by and filed with the Company. Such
deferred cash payments shall be credited to the Participant's account and
reinvested in shares of Company common stock as of the dividend payment date. An
election to defer, once effective, shall be irrevocable for the calendar year,
and shall continue in effect with respect to subsequent calendar years until
changed by a timely filed new election.

13.      CONTRIBUTIONS TO THE TRUST.

         a.       The Company shall make contributions to the Trust to secure a
source of future payments with respect to Participant's deferral elections
pursuant to Sections 10 and 12. The Trustee shall be responsible only for
contributions actually received by it hereunder and the Trustee shall have no
duty or responsibility with respect to the timing, amounts and sufficiency of
the contributions made or to be made by the Company hereunder.

         b.       The Company may make contributions to the Trust in Common
Stock.

         c.       A separate bookkeeping account (an "Account") shall be
established by the Trustee for each Participant covered by the Trust pursuant to
the Plan, as directed in writing by the Company. A Participant may have more
than one Account. Each account is intended to represent the amount of a
Participant's deferred and unpaid benefit under the related provisions of the
Plan. The value of a Participant's Account at any time will equal the fair
market value of the number of shares of Common Stock owed to a Participant under
the affected provisions of this Plan at such time. The number of shares owed at
any time will equal the number of shares of Common Stock which were originally
deferred by the Participant (including any applicable Stock Premium), plus, the
number of Common Stock Shares which would have been acquired if dividends
subsequently declared by the Company had been paid with respect to such shares
and reinvested in Common Stock. "Account" may also mean individual sub-accounts
which have been or may be established under this Plan from time to time.

         d.       Within sixty days following the close of each calendar year,
or more frequently or at such other time as may be required by the Trust
Agreement, the Trustee shall provide the Company and each Participant with a
written statement of the Account of each Participant.

                                      -11-

<PAGE>

14.      SEPARATION FROM EMPLOYMENT AND DIVISIVE TRANSACTIONS.

         If the Participant's Separation From Employment is because of
Disability or death, the right of the Participant or his successor in interest
to exercise an ISO. NQSO or SAR shall terminate not later than five years after
the date of such Disability or death, but in no event later than 10 years from
the date of grant (15 years if the NQSO grant was a 15-year grant); provided,
however, that if such Participant is eligible to retire with the ability to
begin immediately receiving retirement benefits under the Company's pension
plan, his or his successor in interest's right to exercise any ISOs, NQSOs or
SARs shall be determined as if his Separation From Employment was because of
Retirement.

         If the Participant's Separation From Employment is because of his
Retirement, the right of the Participant or his successor in interest to
exercise an ISO, NQSO or SAR shall terminate not later than 10 years from the
date of grant (15 years if the NQSO grant was a 15-year grant).

         Unless the Committee deems it necessary in individual cases (except
with respect to Covered Employees) to extend a Participant's exercise period, if
a Participant's Separation From Employment is for any reason other than
Retirement, Disability or death, the right of the Participant to exercise an
ISO, NQSO or SAR shall terminate not later than one year from the date of
Separation From Employment, but in no event later than 10 years after the date
of grant (15 years if the NQSO grant was a 15-year grant). For any ISO, NQSO or
SAR granted after December 31, 1998, the Participant must exercise within 30
days instead of one year.

         At the time of his Separation From Employment for any reason other than
Cause, a Participant shall vest in a portion of any Incentives granted under
Sections 7 (ISOs), 8 (NQSOs) or 9 (SARs) that he has held for less than one year
from the date of the grant. The portion of such Incentives in which the
Participants shall vest shall be determined by multiplying all shares subject to
such Incentives by a fraction, the numerator of which shall be the number of
Completed Months of employment following the date of grant and the denominator
of which shall be twelve.

         A Participant who vests in any Incentives under the preceding paragraph
may not exercise such Incentives prior to the satisfaction of the one-year
holding requirement and the Exercisability Requirements pertaining to such
Incentives. Any Incentives vested under the preceding paragraph must be
exercised within one year from the date of the Participant's Separation From
Employment.

         If the Participant's employer is a Subsidiary involved in a Divisive
Transaction or if the Participant's employment is terminated with the consent of
the Company (as a result of a business transaction or a reduction in force or
any other circumstances approved by the Committee), the right of the Participant
or his successor in interest to exercise an ISO, NQSO or SAR shall terminate not
less than three years after the date of the closing of such Divisive Transaction
or after the date the Participant's employment is terminated with the consent of
the Company, but in no event later than 10 years from the date of grant (15
years if the NQSO grant was a 15-year grant); provided, however, that if such
Participant is eligible to retire with the ability to begin immediately
receiving retirement benefits under the Company's pension plan, his or his
successor in interest's right to exercise any ISO, NQSO' or SAR' shall be
determined as if he had retired. Notwithstanding anything to the contrary in
this paragraph, a Participant may not exercise such Incentives prior to
satisfaction of the one year holding requirement and the Exercisability
Requirements pertaining to such Incentives. In the event of a Divisive
Transaction, employees of Sea-Land Service, Inc., hired by that corporation
prior to January 1, 1986, shall be deemed eligible to retire upon termination of
employment after age 50 with 20 years of service and eligibility to begin
immediately receiving retirement benefits under the Company's defined benefit
pension plan.

                                      -12-

<PAGE>

         As to PUAs or PSAs, in the event of a Participant's Separation from
Employment because of his Retirement, Disability or death prior to the end of
the applicable Performance Period, or if the Participant's employer is a
Subsidiary involved in a Divisive Transaction prior to the end of the applicable
Performance Period, payment, if any, to the extent earned under the applicable
Performance Objectives and awarded by the Committee, shall be payable at the end
of the Performance Period in proportion to the active service of the Participant
during the Performance Period, as determined by the Committee. If the Separation
From Employment prior to the end of the Performance Period is for any other
reason, the Participant's participation in Section 10 of the Plan shall
immediately terminate, his agreement shall become void and the PUA or PSA shall
be canceled.

         Notwithstanding anything to the contrary in this Plan, if a Participant
or former Participant (a) becomes the owner, director or employee of a
competitor of the Company or its subsidiaries, (b) has his employment terminated
by the Company or one of its subsidiaries on account of actions by the
Participant which are detrimental to the interests of the Company or its
subsidiaries, or (c) engages in conduct subsequent to the termination of his
employment with the Company or its subsidiaries which the Committee determines
to be detrimental to the interests of the Company or its subsidiaries then the
Committee may, in its sole discretion, pay the Participant or former Participant
a single sum payment equal to the amount of his unpaid benefits which were
awarded and deferred under Sections 10 or 12 of the Plan; provided, however, if
the deferral has been for less than three (3) years under Section 12, the
Participant shall not be eligible to receive the Stock Premium. The single sum
payment shall be made as soon as practicable following the date the Participant
or former Participant becomes an owner, director or employee of a competitor,
his termination of employment or the Committee's determination of detrimental
conduct, as the case may be, and shall be in lieu of all other benefits which
may be payable to the Participant or former Participant under this Plan.

         Effective for Incentives granted after December 31, 1998,
notwithstanding anything to the contrary in this Plan, if a Participant or
former Participant (a) becomes associated with, recruits or solicits customers
or other employees of the Company or its Subsidiaries for, is employed by,
renders services to, or owns any interest in (other than any nonsubstantial
interest, as determined by the Committee) any business that is in competition
with the Company or one of its subsidiaries, (b) has his employment terminated
by the Company or one of its subsidiaries for Cause or on account of actions, by
the Participant which are detrimental to the interests of the Company or its
subsidiaries, or (c) engages in, or has engaged in, conduct at the time of or
subsequent to the termination of his employment with the Company or its
subsidiaries which the Committee determines to be detrimental to the interests
of the Company or its subsidiaries then the Committee may, in its sole
discretion, except following a Change of Control, cancel all outstanding
Incentives of the Participant, including immediately terminating any Options
held by the Participant, regardless of whether then exercisable.

15.      INCENTIVES NON-ASSIGNABLE AND NON-TRANSFERABLE.

         Any Incentive granted under this Plan shall be non-assignable and
non-transferable other than as provided in Section 16 and shall be exercisable
(including any action of surrender and exercise of rights under Section 9)
during the Participant's lifetime only by the Participant who is the holder of
the Incentive or by his guardian or legal representative.

16.      DEATH OF OPTION HOLDER.

         In the event of the death of a Participant who is an Incentive holder
under the Plan while employed by the Company or one of its subsidiaries or prior
to exercise of all rights under an Incentive, the Incentive theretofore granted
may be exercised (including any action of surrender and exercise of rights under

                                      -13-

<PAGE>

Section 9) by the Participant's Beneficiary or, if no Beneficiary is designated,
by the executor or executrix of the Participant's estate or by the person or
persons to whom rights under the Incentive shall pass by will or the laws of
descent and distribution in accordance with the provisions of the Plan and of
the option and to the same extent as though the Participant were then living.

17.      NO RIGHT TO CONTINUED EMPLOYMENT.

         Notwithstanding any other provisions of this Plan to the contrary, it
is a condition for eligibility for any benefit or right under this Plan that
each individual agrees that his or her designation as a Participant and any
grant made under the Plan may be rescinded and determined to be void and
forfeited entirely in the absolute and sole discretion of the Committee in the
event that such individual is discharged for Cause.

         Incentives granted under the Plan shall not be affected by any change
of employment so long as the Incentive holder has not suffered a Separation From
Employment. A leave of absence granted by the Company or one of its subsidiaries
shall not constitute Separation From Employment unless so determined by the
Committee. Nothing in the Plan or in any Incentive granted pursuant to the Plan
shall confer on any individual any right to continue in the employ of the
Company or one of its subsidiaries or interfere in any way with the right of the
Company or such subsidiary to terminate employment at any time.

18.      FUNDING METHOD.

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

19.      ADJUSTMENT OF SHARES.

         a.       In the event of any change (through recapitalization, merger,
consolidation, stock dividend, split-up, combination or exchanges of shares or
otherwise) in the character or amount of the Company's common stock prior to
exercise of any Incentive granted under this Plan, the Incentives, to the extent
not exercised, shall entitle the Participant who is the holder to such number
and kind of securities as he would have been entitled to had he actually owned
the stock subject to the Incentives at the time of the occurrence of such
change. If any such event should occur, prior to exercise of an Incentive
granted hereunder, which shall increase or decrease the amount of common stock
outstanding and which the Committee, in its sole discretion, shall determine
equitably requires an adjustment in the number of shares which the Incentive
holder should be permitted to acquire, such adjustment as the Committee shall
determine may be made, and when so made shall be effective and binding for all
purposes of the Plan.

         b.       Incentives may also be granted having terms and provisions
which vary from those specified in the Plan provided that any Incentives granted
pursuant to this paragraph are granted in substitution for, or in connection
with the assumption of, then existing Incentives granted by another corporation
and assumed or otherwise agreed to be provided for by the Company pursuant to or
by reason of a transaction involving a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation to
which the Company or a subsidiary corporation is a party.

         c.       The obligations of the Company or any of its affiliated
corporations and the benefit due any Participant, surviving spouse or
beneficiary hereunder shall be reduced by any amount received in regard thereto
under the CSX Corporation and Affiliated Companies Executives' Stock Trust or
any similar trust or trusts or other vehicle.

                                      -14-

<PAGE>

         d.       Notwithstanding the preceding, following a Change of Control,
the authority to delay payment of a Participant's benefits rests solely with the
Benefits Trust Committee

20.      LOANS TO OPTION HOLDERS.

         The Committee may adopt programs and procedures pursuant to which the
Company may lend money to any Participant who is an Incentive holder for the
purpose of assisting the Participant to acquire or carry shares of common stock
issued upon the exercise of Incentives granted under the Plan.

21.      TERMINATION AND AMENDMENT OF PLAN.

         a.       Unless the Plan shall have been previously terminated as
hereinafter provided, the Plan shall terminate on April 27, 2000, and no
Incentives under it shall be granted thereafter. The Board of Directors, without
further approval of the company's shareholders, may at any time prior to that
date terminate the Plan, and thereafter no further Incentives may be granted
under the Plan. However, Incentives previously granted thereunder may continue
to be exercised in accordance with the terms thereof. Following a Change of
Control, all amendments to this Plan are subject to the approval of the Benefits
Trust Committee.

         b.       Prior to a Change of Control, the Board of Directors, without
further approval of the shareholders, may, on the recommendation of the
Compensation Committee of the Board, amend the Plan from time to time in such
respects as the Board may deem advisable; provided, however, that no amendment
shall become effective without prior approval of the shareholders which would:
(i) increase (except in accordance with Section 19) the maximum number of shares
for which Incentives may be granted under the Plan; (ii) reduce (except in
accordance with Section 19) the Incentive price below the Fair Market Value of
the Company's common stock on the date of grant of the Incentive; (iii) extend
the term of the Plan beyond April 27, 2000; (iv) change the standards of
eligibility prescribed by Section 5; or (v) increase the maximum awards
identified in Sections 7, 8, 9, 10 and 11. Following a Change of Control, all
amendments to this Plan are subject to the approval of the Benefits Trust
Committee.

         c.       No termination or amendment of the Plan may, without the
consent of a Participant who is a holder of an Incentive then existing,
terminate his or her Incentive or materially and adversely affect his or her
rights under the Incentive.

22.      CHANGE IN CONTROL.

         a.       Notwithstanding any provision of this Plan to the contrary,
upon the occurrence of a Change in Control as set forth in subsection b., below:
(i) all stock options then outstanding under this Plan shall become fully
exercisable as of the date of the Change in Control, whether or not then
otherwise exercisable; (ii) all SARs which have been outstanding for at least
six months shall become fully exercisable as of the date of the Change in
Control, whether or not then otherwise exercisable; (iii) all terms and
conditions of RSAs then outstanding shall be deemed satisfied as of the date of
the Change in Control; (iv) all PUAs and PSAs then outstanding shall be deemed
to have been fully earned and to be immediately payable in cash as of the date
of the Change of Control, however, Participants may defer those cash payments,
as stock, into the Trust, consistent with the deferral provisions of Section 10;
and (v) the three (3) year holding requirement of the Stock Premium for deferred
ICP shall be deemed satisfied.

                                      -15-

<PAGE>

         b.       A "Change in Control" shall mean 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 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 Company
                           (the "Outstanding Company Common Stock"), or (B) 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 (i), the following
                           acquisitions shall not constitute a Change of
                           Control: (A) any acquisition directly from the
                           Company; (B) any acquisition by the Company; (C) any
                           acquisition by any employee benefit plan (or related
                           trust) sponsored or maintained by the Company or any
                           corporation controlled by the Company; 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 22(b); 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 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

                  (iii)    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 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 Company
                                    Common Stock and Outstanding Company 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 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

                                      -16-

<PAGE>

                                    their ownership, immediately prior to such
                                    Business Combination of the Outstanding
                                    Company Common Stock and Outstanding Company
                                    Voting Securities, as the case may be;

                           (B)      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

                           (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 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 (A), (B) and (C) of subsection
                           (iii) of this Section 22(b); or

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

         c.       Each Participant who has elected to defer the payment of PSAs
pursuant to Section 10 or an ICP award pursuant to Section 12, may elect in a
time and manner determined by the Committee, but in no event later than December
31, 1996 or the occurrence of a Change in Control, if earlier, to have amounts
and benefits currently deferred, and to be deferred, under the Plan determined
and payable under the terms of the Plan as if a Change in Control had not
occurred. New Participants in the Plan may elect in a time and manner determined
by the Committee, but in no event later than ninety (90) days after becoming a
Participant, to have amounts and benefits currently deferred, and to be
deferred, under the Plan determined and payable under the terms of the Plan as
if a Change in Control 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 Change in Control shall be invalid.

         d.       Upon a Change of Control, the Company or Subsidiary shall, as
soon as possible, but in no event more than seven (7) days following the Change
of Control make an irrevocable contribution to the Trust in an amount that is
sufficient to pay each Participant or beneficiary of this Plan the benefits to
which Participants of this Plan or their beneficiaries would be entitled based
on elections under Sections 10 and 12 (including any applicable Stock Premium),
and for which the Company is liable pursuant to the terms of this Plan as of the
date on which the Change of Control occurred. The amount of the Company's
irrevocable contributions shall be based on the actuarial valuation and
accounting for the most recent calendar year or more recent period for the Plan,
as approved by the independent actuary engaged by the Company prior to the
Change of Control and approved by the Benefits Trust Committee if selected or
changed following a Change of Control (the "Actuary"), and shall include an
amount deemed necessary to pay estimated administrative expenses for the
following five (5) years. The Benefits Trust Committee shall

                                      -17-

<PAGE>

cause such actuarial valuations or accountings to be updated, using Participant
data supplied to the Actuary by the Company, through a date no earlier than the
date of the initial contribution and shall notify the Company of the amount of
additional contributions required as soon as practicable.

23.      COMPLIANCE WITH REGULATORY AUTHORITIES.

         Any shares purchased or distributed pursuant to any Incentives granted
under this Plan must be held for investment and not with a view to the
distribution or resale thereof. Each person who shall exercise an Incentive
granted under this Plan may be required to give satisfactory assurances to such
effect to the Company as a condition to the issuance to him or to her of shares
pursuant to such exercise; provided, however, that the Company may waive such
condition if it shall determine that such resale or distribution may be
otherwise lawfully made without registration under the Securities Act of 1933,
or if satisfactory arrangements for such registration are made. Each Incentive
granted under this Plan is further subject to the condition that if at any time
the Board shall in its sole discretion determine that the listing, registration
or qualification of the shares covered by such Incentive upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of or in
connection with the granting of such Incentives or the purchase or transfer of
shares thereunder, the delivery of any or all shares of stock pursuant to
exercise of the Incentive may be withheld unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board.

24.      WITHHOLDING TAX.

         Whenever the Company proposes or is required to issue or transfer
shares of common stock under the Plan, a Participant shall remit to the Company
an amount sufficient to satisfy any federal, state or local income and payroll
tax withholding liability prior to the delivery of any certificate or
certificates for such shares. Alternatively, to the extent permitted by
applicable laws, such federal, state or local income and payroll tax withholding
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. Whenever under the
Plan payments are to be made in cash, such payments shall be net of an amount
sufficient to satisfy any federal, state or local income and payroll tax
withholding liability.

25.      NON-UNIFORM DETERMINATIONS.

         Determinations by the Committee under the Plan, including, without
limitation, determinations of the persons to receive Incentives and the form,
amount and timing of such Incentives, and the terms and provisions of such
Incentives and the agreements evidencing the same need not be uniform, and may
be made by the Committee selectively among persons who receive, or are eligible
to receive, Incentives under the Plan, whether or not such persons are similarly
situated.

         Without amending the Plan, Incentives may be granted to eligible
employees who are foreign nationals or who are employed outside the United
States or both, on such terms and conditions different from those specified in
the Plan as may, in the judgment of the Committee, be necessary or desirable to
further the purposes of the Plan. Such different terms and conditions may be
reflected in Addenda to the Plan.

26.      CONSTRUCTION.

         The Plan shall be governed by the laws of the Commonwealth of Virginia.

                                      -18-

<PAGE>

ADDENDUM.

         Addendum I

         Pursuant to Sections 4a and 8 of the Plan, with respect to any
Non-Qualified Stock Option ("NQSO") granted to any Participant who may be
subject to taxation in The Netherlands at any time during the term of such NQSO,
the Committee shall have the authority to impose additional conditions on the
exercise of the NQSO.

         Effective for any NQSO granted after December 31, 1997, the Committee
may, in addition to any other conditions specified in the option agreement,
require that the NQSO is granted conditionally. Such conditions shall include
that the NQSO can be exercised only with the approval of the Participant's
Senior Vice President - Human Resources ("SVP-HR"). Such approval shall be
granted at the discretion of the SVP-HR, which shall not be unreasonably
refused. Approval may be refused for reasons which shall be set forth in the
option agreement such as, but not limited to, the following: (i) termination of
employment for willful or gross misconduct or receipt of notice of termination
for such conduct; (ii) disclosure of confidential information; or (iii)
rendering services to a competitor. Once approval has been obtained, the
Participant must immediately exercise the NQSO. If approval is refused or if the
NQSO is not exercised immediately upon receipt of approval, it shall be
forfeited.

                                      -19-

<PAGE>

                                   AMENDMENT

             CSX CORPORATION 1987 LONG-TERM PERFORMANCE STOCK PLAN

         Pursuant to Section 21 of the CSX Corporation 1987 Long-Term
Performance Stock Plan as Amended Through September 8, 1999 (the "Plan"), the
Plan is amended effective February 7, 2003 as follows:

         The penultimate paragraph of Section 14 is amended to read as follows:

                  "Notwithstanding anything to the contrary in the Plan, if a
                  Participant or former Participant (a) becomes the owner,
                  director or employee of a competitor of the Company or its
                  subsidiaries; (b) has his employment terminated by the Company
                  or one of its subsidiaries on account of actions by the
                  Participant which are detrimental to the interests of the
                  Company or its subsidiaries, (c) engages in conduct subsequent
                  to the termination of his employment with the Company or its
                  subsidiaries which the Committee determines to be detrimental
                  to the interests of the Company or its subsidiaries; or (d) is
                  required to divest his or her interest under the Plan under
                  applicable law, regulation or rules, then the Committee may,
                  in its sole discretion, pay the Participant or former
                  Participant a single sum payment equal to the amount of his
                  unpaid benefits which were awarded and deferred under Sections
                  10 or 12 of the Plan; provided, however, if the deferral has
                  been for less than three (3) years under Section 12, the
                  Participant or former Participant shall not be eligible to
                  receive the Stock Premium. The single sum payment shall be
                  made as soon as practicable following the date the Participant
                  or former Participant is affected by one of the circumstances
                  described in this Section 14 and such payment shall be in lieu
                  of all other benefits which may be payable to the Participant
                  or former Participant under this Plan."