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         PAGE 1                                                     EXHIBIT 10.5

                                 CSX CORPORATION
                        DIRECTORS' MATCHING GIFT PROGRAM

DIRECTORS' MATCHING GIFT PROGRAM

         CSX Corporation's Matching Gift Program is part of the Company's
commitment to higher education. An educated population benefits the Company and
the communities in which it does business. The Employee Matching Gift Program
provides an opportunity for employees to determine directly the recipients of
some of the Company's charitable donations.

         Directors and retired Directors of the company are entitled to
participate in the Matching Gift program under the "Directors' Matching Gift
Program," Gifts by Directors or retired Directors may be made jointly with a
spouse. The participant need not be an alumnus of the eligible educational
institution receiving the gift.

ELIGIBLE INSTITUTIONS

         Colleges, including junior colleges, technical schools or other
educational institutions above the high school level, universities, graduate end
professional schools, or a state association of independent colleges and
universities or other national association, foundation or fund which collects an
distributes donations to independent colleges and universities, which is:

1.       Located within the United States or one of its territories:

2.       Public or private;

3.       Non-profit, non-proprietary;

4.       Accredited or approved by a recognized national or regional accrediting
         association; and

5.       Recognized by the Internal Revenue Service as an organization to which
         contributions are tax deductible.

CONTRIBUTIONS/CONDITIONS

-        Individual contributions, with a minimum of $25 and a maximum of $5,000
         per institution, per calendar year, will be matched, with a maximum
         annual Company match of $25,000 per Director. The matching rate is one
         to one.

-        Contributions must be a personal gift from the Director's own funds,
         paid in cash or securities, and not a pledged gift.

-        Funds will not be matched for extra-curricular programs or any other
         non-educational purposes such as sports, alumni capital improvement
         projects, dues, subscriptions, insurance premiums, or other such
         non-direct payments.

PROGRAM ADMINISTRATION

         The program is administered by the Corporate Secretary of CSX
Corporation, and may be suspended, revoked, terminated or amended by the Company
at any time.

         Questions as to interpretation, application, administration or other
aspects of the program shall be decided by the Corporate Secretary.

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         The Corporate Secretary reserves the right to determine eligibility of
an institution to receive matching funds under this program.

INSTRUCTIONS

-        Part A of the Application in this folder should be completed by the
         Director and the entire folder should accompany the Director's gift to
         an eligible institution.

-        The qualifying institution, upon receipt of the gift and this folder,
         should complete Part B of the Application and return the entire folder
         to the Contributions Coordinator at the address below.

-        Upon request, the beneficiary institution will provide evidence of its
         tax exempt status under section 501 (c) (3) of the Internal Revenue
         Code.

-        All applications for matching gifts received during any calendar year
         will be paid when administratively convenient but not less than
         semi-annually.

-        Additional forms may be secured from the Contributions Coordinator.
         Requests for information and all correspondence relating to the
         Directors' Matching Gift Program should be addressed to:

Contributions Coordinator
CSX Corporation
P.O. Box 85629
Richmond, VA 23285-5629

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                            Part A-Director's Section

(To be completed by Director, who is to send this entire pamphlet, together with
gift, to educational institution)

                                                          Date__________________

Enclosed is my personal donation of $______________________________
to_______________________________________

         Name of Educational Institution

I hereby authorize the institution named above to report this gift to the
Contributions Coordinator of CSX Corporation, for the purpose of qualifying for
a contribution in accordance with the provisions of the Company's Matching Gift
Program.

______________________________________________________________________
                     Director's Name (print in full)

______________________________________________________________________
                            Director's Address

______________________________________________________________________
City                           State                             Zip

______________________________________________________________________
Director's Signature

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                          Part 5-Beneficiary's Section

(To be completed by an appropriate financial officer of the educational
institution, and returned to Matching Gifts Administrator, P.O. Box 85629,
Richmond, VA 23285-5629

I hereby certify that a donation of $____________________ was received on______
18___, from ____________________________________ in favor of this institution;
Name of Donor

And I further certify that this institution meets all the requirements for
eligibility as set forth in CSX Corporation's Matching Gift Program.
Contributions to the beneficiary institution shown are tax deductible by CSX
Corporation pursuant to Section 50l(c)(3) of the Internal Revenue Code, and that
the beneficiary institution will provide evidence of this status upon request.

_______________________________________   ____________________________
Name of Educational Institution                      Signature

_______________________________________   ____________________________
Address of Educational Institution         Name (print or type in full)

_______________________________________   ____________________________
                                                       Title
_______________________________________   ____________________________
                                                       Date

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