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                                                                   EXHIBIT 10.26

                         2002 DEFERRED COMPENSATION PLAN
                   OF CSX CORPORATION AND AFFILIATED COMPANIES

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TABLE OF CONTENTS

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INTRODUCTION....................................................................      1

ARTICLE 1. DEFINITIONS..........................................................      1

  1.1 Account...................................................................      1
  1.2 Administrator.............................................................      1
  1.3 Affiliated Company........................................................      1
  1.4 Award.....................................................................      1
  1.5 Award Deferral Agreement..................................................      1
  1.6 Benefits Trust Committee..................................................      1
  1.7 Board of Directors........................................................      1
  1.8 Change of Control.........................................................      1
  1.9 Code......................................................................      3
  1.10 Committee................................................................      3
  1.11 Company Stock............................................................      3
  1.12 Compensation.............................................................      3
  1.13 Corporation..............................................................      3
  1.14 Deferral Agreement.......................................................      3
  1.15 Distribution Election....................................................      4
  1.16 Distribution Event.......................................................      4
  1.17 Divisive Transaction.....................................................      4
  1.18 Effective Date...........................................................      4
  1.19 Eligible Executive.......................................................      4
  1.20 Enrollment Form..........................................................      5
  1.21 Executive Stock Account..................................................      5
  1.22 Form of Payment Election.................................................      5
  1.23 ICP Award................................................................      5
  1.24 Independent Accountant...................................................      5
  1.25 Matching Credits.........................................................      5
  1.26 Member...................................................................      5
  1.27 Partial Distribution Election............................................      5
  1.28 Participating Company....................................................      5
  1.29 Plan.....................................................................      6
  1.30 Salary Deferrals.........................................................      6
  1.31 Salary Deferral Agreement................................................      6
  1.32 Stock Award..............................................................      6
  1.33 Subsidiary...............................................................      6
  1.34 Tax Savings Thrift Plan..................................................      6
  1.35 Trust....................................................................      6
  1.36 Valuation Date...........................................................      6

ARTICLE 2. MEMBERSHIP...........................................................      6

  2.1 In General................................................................      6
  2.2 Termination of Employment; Re-employment..................................      6
  2.3 Change in Status..........................................................      7
  2.4 Membership Following a Change of Control..................................      7
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ARTICLES 3. DEFERRAL AGREEMENTS.................................................       7

   3.1 Deferral Agreement.......................................................       7
   3.2 Modification of Deferral Agreement.......................................       8

ARTICLE 4. AWARD DEFERRAL PROGRAM...............................................       8

   4.1 Filing Requirements......................................................       8
   4.2 Amount of Deferral.......................................................       9
   4.3 Crediting to Account.....................................................       9

ARTICLES 5. SALARY DEFERRAL PROGRAM.............................................       9

   5.1 Filing Requirements......................................................       9
   5.2 Salary Deferral Agreement................................................       9
   5.3 Amount of Salary Deferrals...............................................      10
   5.4 Effect of Hardship Withdrawal............................................      10
   5.5 Certain Additional Credits...............................................      10

ARTICLE 6. EXECUTIVE STOCK DEFERRAL PROGRAM.....................................      11

   6.1 Stock Awards.............................................................      11
   6.2 Executive Stock Account..................................................      11
   6.3 Dividend Reinvestment....................................................      12

ARTICLE 7. MAINTENANCE OF ACCOUNTS..............................................      12

   7.1 Creation of Account......................................................      12
   7.2 Adjustment of Account....................................................      13
   7.3 Investment Performance Elections.........................................      13
   7.4 Changing Investment Performance Elections................................      14
   7.5 Vesting of Account.......................................................      14
   7.6 Action Following a Change of Control.....................................      14

ARTICLE 8. DISTRIBUTION OF BENEFITS.............................................      14

   8.1 Commencement of Distribution.............................................      14
   8.2 Distribution Election....................................................      14
   8.3 Delay of Payment.........................................................      15
   8.4 Account Adjustment.......................................................      16
   8.5 Hardship Withdrawal, Forfeiture..........................................      16
   8.6 Designation of Beneficiary...............................................      17
   8.7 Special Distribution Rules...............................................      17
   8.8 Status of Account Pending Distribution...................................      17
   8.9 One-time Re-deferral Election............................................      17
   8.10 Change of Control.......................................................      18

ARTICLE 9. FORM OF PAYMENT......................................................      19

   9.1 Timing of Distribution...................................................      19
   9.2 Form of Payment Election.................................................      19
   9.3 Installments and Withdrawals Pro-Rata....................................      20

ARTICLE 10. AMENDMENT OR TERMINATION............................................      20

   10.1 Right to Terminate......................................................      20
   10.2 Right to Amend..........................................................      20
   10.3 Uniform Action..........................................................      21
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ARTICLE 11. GENERAL PROVISIONS..................................................      21

   11.1 No Funding..............................................................      21
   11.2 Obligation..............................................................      21
   11.3 No Contract of Employment...............................................      21
   11.4 Withholding Taxes.......................................................      21
   11.5 Nonalienation...........................................................      21
   11.6 Administration..........................................................      22
   11.7 Impact of Future Legislation or Regulation..............................      23
   11.8 Construction............................................................      23
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                                  INTRODUCTION

         This 2002 Deferred Compensation Plan of CSX Corporation and Affiliated
Companies (the "Plan") was adopted July 9, 2002. This Plan is generally intended
to provide certain executives eligible to participate in the Tax Savings Thrift
Plan for Employees of CSX Corporation and Affiliated Companies (the "Savings
Plan") with an opportunity to defer the receipt of a portion of their salary,
and/or award(s) under the various incentive compensation plans and programs of
CSX that may be offered from time to time and to restore employer matching
contributions lost under the Savings Plan because of the application of Sections
401(a)(17), 401 (k), 401 (m) and 415 of the Internal Revenue Code of 1986, as
amended. Eligible executives may, if they so elect, designate all or a portion
of such deferrals to be used for payment of education expenses for one or more
members of their families. The Plan is unfunded and is maintained by CSX
Corporation and Affiliated Companies primarily for the purpose of providing
deferred compensation for a select group of management or highly-compensated
employees.

                             ARTICLE 1. DEFINITIONS

         1.1      ACCOUNT means the bookkeeping account maintained for each
Member to record his Salary Deferrals, Matching Credits and the amount of Awards
he has elected to defer, as adjusted pursuant to Article 7.

         1.2      ADMINISTRATOR means the Corporation. The duties of the
Administrator shall be performed by a person or persons designated by the Chief
Executive Officer of the Corporation to perform such duties.

         1.3      AFFILIATED COMPANY means the Corporation and any company or
corporation directly or indirectly controlled by the Corporation.

         1.4      AWARD means the amount other than salary awarded to an
employee of an Affiliated Company under the various incentive compensation plans
and programs of CSX that may be offered from time to time, and which has been
designated by the Administrator as eligible for deferral under the Plan,
including but not limited to ICP Awards, stock awards, stock options and special
incentive awards.

         1.5      AWARD DEFERRAL AGREEMENT means a Deferral Agreement filed in
accordance with the Award deferral program described in Article 4.

         1.6      BENEFITS TRUST COMMITTEE means the committee created pursuant
to the CSX Corporation and Affiliated Companies Benefits Assurance Trust
Agreement.

         1.7      BOARD OF DIRECTORS or "Board" means the Board of Directors of
the Corporation.

         1.8      CHANGE OF CONTROL means 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

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         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 (i) the then
         outstanding shares of common stock of the Corporation (the "Outstanding
         Corporation Common Stock"), or (ii) the combined voting power of the
         then outstanding voting securities of the Corporation entitled to vote
         generally in the election of directors (the "Outstanding Corporation
         Voting Securities"); provided, however, that for purposes of this
         subsection (a), the following acquisitions shall not constitute a
         Change of Control: (i) any acquisition directly from the Corporation;
         (ii) any acquisition by the Corporation; (iii) any acquisition by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Corporation or any corporation controlled by the Corporation; 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 1.8; 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 Corporation's shareholders, was approved by a vote of at least a
         majority of the directors then comprising the Incumbent Board shall be
         considered as though such individual were a member of the Incumbent
         Board, but excluding, for this purpose, any such individual whose
         initial assumption of office occurs as a result of an actual or
         threatened election contest with respect to the election or removal of
         directors or other actual or threatened solicitation of proxies or
         consents by or on behalf of a Person other than the Board of Directors;
         or

                  (c)      Business Combination. Approval by the shareholders of
         the Corporation of a reorganization, merger, consolidation or sale or
         other disposition of all or substantially all of the assets of the
         Corporation or its principal subsidiary that is not subject, as a
         matter of law or contract, to approval by the Interstate Commerce
         Commission or any successor agency or regulatory body having
         jurisdiction over such transactions (the "Agency") (a "Business
         Combination"), in each case, unless, following such Business
         Combination:

                           (i)      all or substantially all of the individuals
                  and entities who were the beneficial owners, respectively, of
                  the Outstanding Corporation Common Stock and Outstanding
                  Corporation Voting Securities immediately prior to such
                  Business Combination beneficially own, directly or indirectly,
                  more than 50% of, respectively, the then outstanding shares of
                  common stock and the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors, as the case may be, of the
                  corporation resulting from such Business Combination
                  (including, without limitation, a corporation which as a
                  result of such transaction owns the Corporation or its
                  principal subsidiary or all or substantially all of the assets
                  of the Corporation or its principal subsidiary either directly
                  or through one or more subsidiaries) in substantially the same
                  proportions as their ownership, immediately prior to such
                  Business Combination of the Outstanding Corporation Common

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                  Stock and Outstanding Corporation 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 Corporation or such
                  corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 20% or more of,
                  respectively, the then outstanding shares of common stock of
                  the corporation resulting from such Business Combination or
                  the combined voting power of the then outstanding voting
                  securities of such corporation except to the extent that such
                  ownership existed prior to the Business Combination; and

                           (iii)    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

                  (d)      Regulated Business Combination. Approval by the
         shareholders of the Corporation of a Business Combination that is
         subject, as a matter of law or contract, to approval by the Agency (a
         "Regulated Business Combination") unless such Business Combination
         complies with clauses (i), (ii) and (iii) of subsection (c) of this
         Section 1.8; or

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

         1.9      CODE means the Internal Revenue Code of 1986, as amended from
time to time.

         1.10     COMMITTEE means the Compensation Committee of the Board of
Directors of CSX Corporation.

         1.11     COMPANY STOCK means the common stock of the Corporation.

         1.12     COMPENSATION means the "Base Compensation" of an Eligible
Executive as defined in the Tax Savings Thrift Plan, determined prior to: (a)
any Salary Deferrals under Article 5; and (b) any limit on compensation imposed
by Section 401(a)(17) of the Code.

         1.13     CORPORATION means CSX Corporation, a Virginia corporation, and
any successor thereto by merger, purchase or otherwise.

         1.14     DEFERRAL AGREEMENT means an agreement between an Eligible
Executive and a Participating Company of which he is an employee under which the
Eligible Executive agrees to defer an Award or make Salary Deferrals under the
Plan, as the case may be. The Deferral Agreement shall be on a form prescribed
by the Administrator and shall include any amendments, attachments or
appendices.

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         1.15     DISTRIBUTION ELECTION means the election by the Member of the
event triggering the commencement of distribution under Section 8.2.

         1.16     DISTRIBUTION EVENT means any of the events listed in Section
1.8, "Change of Control," with the following modification: the words, "Approval
by the shareholders of the Corporation of," in the first line of Sections 1.8(c)
and 1.8(d) are replaced for purposes of this Section 1.16 with the words,
"Consummation of, i.e., actual change in ownership of Outstanding Corporation
Common Stock, Outstanding Corporation Voting Stock, and/or assets of the
Corporation or its principal subsidiary by reason of,".

         1.17     DIVISIVE TRANSACTION means a transaction in which the Eligible
Executive's employer ceases to be a Subsidiary or there is a sale of
substantially all of the assets of the Subsidiary.

         1.18     EFFECTIVE DATE means November 30, 2002 or with respect to the
Eligible Executives of a company which adopts the Plan, it means the date such
company becomes a Participating Company.

         1.19     ELIGIBLE EXECUTIVE means an employee of a Participating
Company, provided that:

                  (a)      For purposes of the award deferral program described
         in Article 4:

                           (i)      Such employee is employed by a Participating
                  Company in salary band 6 or above as of December 30 of the
                  calendar year for which the Award is made (or in the case of a
                  multiple-year Award, December 30 of the last calendar year for
                  which the Award is made); and

                           (ii)     (A) is employed by a Participating Company
                  and is receiving Compensation of one hundred thousand dollars
                  ($100,000) or more per year; or (B) retired from the
                  Participating Companies or terminated employment with the
                  Participating Companies on account of disability as determined
                  by the Administrator, and was receiving compensation of one
                  hundred thousand dollars ($100,000) or more per year at the
                  time of such retirement or termination.

                  (b)      For purposes of the salary deferral program described
         in Article 5, such employee is:

                           (i)      eligible for membership in the Tax Savings
                  Thrift Plan; and

                           (ii)     employed in salary band 6 or above; and

                           (iii)    receiving Compensation of one hundred
                  thousand dollars ($100,000) or more per year.

                  (c)      The Compensation amount set forth in subsections
         (a)(ii) and (b)(ii) shall be adjusted no more frequently than annually,
         based on (i) changes in the Consumer Price Index ("CPI"), such
         adjustment to be made in increments of ten thousand dollars ($10,000)
         only, rounded to next lowest increment as

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         indicated by the CPI, or (ii) in the discretion of the Chief Executive
         Officer, a review of data regarding eligibility to participate in this
         type of program. An employee who is eligible to participate because his
         Compensation satisfies the requirements of subsection (a)(ii) or
         (b)(iii) above, and is excluded from participation only because of a
         subsequent increase in the Compensation requirement shall continue to
         be eligible to participate.

                  (d)      The Chief Executive Officer of the Corporation or his
         designee may designate any other employee or former employee of an
         Affiliated Company as an Eligible Executive, including an employee or
         former employee who has previously made deferrals under a prior Company
         deferral plan; provided, however, only those employees or former
         employees considered to be a select group of management or highly
         compensated may be designated as Eligible Executives under this Plan.
         Notwithstanding the preceding, following a Change of Control, such
         designations are subject to the approval of the Benefits Trust
         Committee.

         1.20     ENROLLMENT FORM means the form prescribed by the Administrator
that an Eligible Executive who has previously made deferrals under a prior
Company deferral plan may file pursuant to Section 2.1 in order to become a
Member and participate in the Plan.

         1.21     EXECUTIVE STOCK ACCOUNT means the bookkeeping account
maintained for each Member to record his deferral of Stock Awards pursuant to
Article 6.

         1.22     FORM OF PAYMENT ELECTION means the election by the Member of
the form of distribution he will receive from his Account or Executive Stock
Account pursuant to Section 9.2.

         1.23     ICP AWARD means the Participating Companies' Incentive
Compensation Program, including but not limited to the Management Incentive
Compensation Program ("MICP") and the Senior Management Incentive Compensation
Program ("SMICP").

         1.24     INDEPENDENT ACCOUNTANT means the independent accountants
engaged by the Corporation and, if selected or changed following a Change of
Control, approved by the Benefits Trust Committee.

         1.25     MATCHING CREDITS means amounts credited to the Account of a
Member pursuant to Section 5.5.

         1.26     MEMBER means, except as otherwise provided in Article 2, each
Eligible Executive who has executed an initial Deferral Agreement or Enrollment
Form as described in Section 2.1.

         1.27     PARTIAL DISTRIBUTION ELECTION means a Distribution Election
for a portion of a Member's Account under Section 8.2(d).

         1.28     PARTICIPATING COMPANY means the Corporation and any company or
corporation directly or indirectly controlled by the Corporation, which the
Committee designates as eligible to participate in the Plan in accordance with
Section 11.6(e).

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         1.29     PLAN means this 2002 Deferred Compensation Plan of CSX
Corporation and Affiliated Companies, as amended from time to time.

         1.30     SALARY DEFERRALS means the amounts credited to a Member's
Account under Section 5.3.

         1.31     SALARY DEFERRAL AGREEMENT means a Deferral Agreement filed in
accordance with the salary deferral program described in Article 5.

         1.32     STOCK AWARD means an Award that is or will be payable in
Company Stock issued pursuant to the CSX Omnibus Incentive Plan ("COIP") or
another of the Corporation's stock incentive plans, including but not limited to
Performance Shares, nonqualified stock options, Incentive Stock Options,
restricted stock and stock appreciation rights.

         1.33     SUBSIDIARY means a corporation more than 50% of the voting
shares of which are owned directly or indirectly by the Corporation.

         1.34     TAX SAVINGS THRIFT PLAN means the Tax Savings Thrift Plan for
Employees of CSX Corporation and Affiliated Companies, as amended from time to
time.

         1.35     TRUST means the CSX Corporation and Affiliated Companies
Benefits Assurance Trust.

         1.36     VALUATION DATE means the last business day of each calendar
month following the Effective Date.

                              ARTICLE 2. MEMBERSHIP

         2.1      IN GENERAL:

                  (a)      An Eligible Executive shall become a Member as of the
         date he files his initial Deferral Agreement or an Enrollment Form with
         the Administrator. Such Deferral Agreement shall be effective for
         purposes of deferring an Award or making Salary Deferrals only as
         provided in Articles 4 and 5. Such Enrollment Form shall be effective
         for purposes of transferring balances previously deferred under a prior
         Company deferral plan to the Member's Account or Executive Stock
         Account only as provided in Articles 6 and 7.

                  (b)      As a condition of membership, the Administrator may
         require such other information as it deems appropriate.

         2.2      TERMINATION OF EMPLOYMENT; RE-EMPLOYMENT:

                  (a)      Subject to Section 2.4, membership shall not cease
         upon a Member's termination of employment. In the event that a Member
         ceases to be employed by an Affiliated Company, his Salary Deferrals
         and Matching Credits shall thereupon be suspended until such time as he
         shall be re-employed as an Eligible Executive by an Affiliated Company.

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                  (b)      In the event that a Member ceases to be employed by
         an Affiliated Company he shall continue to be a Member of the Plan but
         shall not be eligible to defer any portion of any future Awards until
         such time as he shall be re-employed as an Eligible Executive by an
         Affiliated Company.

                  (c)      Upon re-employment as an Eligible Executive a Member
         may participate in the Plan as follows:

                           (i)      in the case of a Member who prior to
                  re-employment received the balance in his Account or Executive
                  Stock Account, by executing a Deferral Agreement or Enrollment
                  Form as provided in Section 2.1 as though for all purposes of
                  the Plan the Affiliated Companies had never employed the
                  Member;

                           (ii)     in the case of a Member who prior to
                  re-employment did not receive the balance in his Account or
                  Executive Stock Account, by executing a Deferral Agreement or
                  Enrollment Form as provided in Section 2.1, provided his
                  Distribution Elections and beneficiary designation shall
                  remain in effect.

                           (iii)    distributions shall cease if the
                  commencement of distribution was because of the Member's
                  termination of employment (including retirement);

                           (iv)     distributions shall continue if the
                  commencement of distribution was because the Member chose a
                  specific date or age for the commencement of benefits and that
                  date or age has been attained.

         2.3      CHANGE IN STATUS:

                  (a)      In the event that a Member ceases to be an Eligible
         Executive with respect to Salary Deferrals but continues to be employed
         by an Affiliated Company, his Salary Deferrals and Matching Credits
         shall thereupon be suspended until such time as he shall once again
         become an Eligible Executive. All other provisions of his Salary
         Deferral Agreement shall remain in force and he shall continue to be a
         Member of the Plan.

                  (b)      In the event that a Member ceases to be an Eligible
         Executive with respect to the deferral of Awards hereunder but
         continues to be employed by an Affiliated Company, he shall continue to
         be a Member of the Plan but shall not be eligible to defer any portion
         of any future Awards until such time as he shall once again become an
         Eligible Executive.

         2.4      MEMBERSHIP FOLLOWING A CHANGE OF CONTROL: Following a Change
of Control, any membership determinations or discretionary actions pursuant to
this Article 2 shall be subject to the approval of the Benefits Trust Committee.

                         ARTICLE 3. DEFERRAL AGREEMENTS

         3.1      DEFERRAL AGREEMENT: A Deferral Agreement shall be in a form,
including electronic form approved by the Administrator, which shall be the sole
judge of the

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proper completion thereof. Such Agreement shall provide for the deferral of an
Award or for Salary Deferrals and may include such other provisions as the
Administrator deems appropriate.

         3.2      MODIFICATION OF DEFERRAL AGREEMENT: A Member may elect to
change, modify or revoke a Deferral Agreement as follows by filing a new
Deferral Agreement:

                  (a)      A Member may change the amount of Award he elects to
         defer on an Award Deferral Agreement prior to the Agreement's effective
         date as provided in Article 4.

                  (b)      A Member may change the rate of his Salary Deferrals
         or suspend his Salary Deferrals as provided in Article 5.

                        ARTICLE 4. AWARD DEFERRAL PROGRAM

         4.1      FILING REQUIREMENTS:

                  (a)      With respect to an ICP Award made for a calendar year
         or multiple years and determined and paid in the following calendar
         year, an Eligible Executive may elect, subject to Section 4.2(a) to
         defer all or a portion of his Award, if any, for that year. Such
         election shall be made by filing an Award Deferral Agreement with the
         Administrator on or before the close of business on November 15 of the
         calendar year (or, in the case of a multiple-year Award, the last
         calendar year) for which the Award is earned. An election to defer a
         portion of an Award shall be an integral percentage of such Award.

                  (b)      With respect to an ICP Award, notwithstanding Section
         4.1 (a), an individual who becomes an Eligible Executive after November
         15 of the calendar year for which an Award is made, but prior to the
         first day of the month in which such Award is determined including
         required action by the Board, may elect, subject to Section 4.2(a) to
         defer all or a portion of that Award in accordance with this Section
         4.1(b). Such election shall be made by filing an Award Deferral
         Agreement during the 30 day or shorter period beginning on the date the
         individual becomes an Eligible Executive and ending no later than the
         last day of the month preceding the month in which the Award is
         determined.

                  (c)      With respect to an ICP Award, an Eligible Executive's
         election to defer all or a portion of his Award shall be effective on
         the last day that such deferral may be elected under Section 4.1 (a) or
         4.1 (b) and shall be effective only for the Award in question. An
         Eligible Executive may revoke or change his election to defer all or a
         portion of his Award at any time prior to the date the election becomes
         effective, as described in the preceding sentence. Any such revocation
         or change shall be made in a form and manner determined by the
         Administrator.

                  (d)      With respect to an Award other than an ICP Award, an
         Eligible Executive shall be entitled to defer an Award by filing an
         Award Deferral Agreement with the Administrator on or before the close
         of business on November 15 of the calendar year immediately prior to
         the year in which the

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         Award is paid or made available to the Eligible Executive. Such Award
         Deferral Agreement shall be effective only for the Award in question.

                  (e)      The Committee in its sole discretion may require that
         certain Awards must be deferred, in which case no Award Deferral
         Agreement shall be required to be filed.

         4.2      AMOUNT OF DEFERRAL:

                  (a)      With respect to an ICP Award, prior to a Change of
         Control, the Committee in its sole discretion, may establish such
         maximum limit on the amount of Award an Eligible Executive may defer
         for a calendar year as the Committee deems appropriate. Such maximum
         limit shall appear on the Eligible Executive's Award Deferral Agreement
         for the year. Following a Change of Control, the Committee's decision
         is subject to the final approval of the Benefits Trust Committee.

                  (b)      With respect to an ICP Award there shall be no
         minimum amount of deferral allowed unless otherwise designated by the
         Administrator.

                  (c)      With respect to an Award other than an ICP Award
         there shall be neither minimum nor maximum amount of deferral allowed
         unless otherwise designated by the Administrator.

         4.3      CREDITING TO ACCOUNT: The amount of Award which an Eligible
Executive has elected to defer shall be credited to his Account on the date
coincident with or as soon as reasonably practicable following the date the
Award would have been paid to the Eligible Executive.

                       ARTICLE 5. SALARY DEFERRAL PROGRAM

         5.1      FILING REQUIREMENTS:

                  (a)      An individual who is an Eligible Executive
         immediately prior to the Effective Date may file a Salary Deferral
         Agreement or an Enrollment Form with the Administrator, within such
         period prior to the Effective Date and in such manner as the
         Administrator may prescribe.

                  (b)      An individual who becomes an Eligible Executive on or
         after the Effective Date may file a Salary Deferral Agreement with the
         Administrator during the calendar month he becomes an Eligible
         Executive, in such manner as the Administrator may prescribe.

                  (c)      An Eligible Executive who fails to file a Salary
         Deferral Agreement with the Administrator as provided in Sections 5.1
         (a) and 5.1 (b) may file a Salary Deferral Agreement in any subsequent
         month of December.

         5.2      SALARY DEFERRAL AGREEMENT:

                  (a)      A Member's Salary Deferral Agreement shall authorize
         a reduction in his base pay with respect to his Salary Deferrals under
         the Plan. Such salary

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         reduction shall be an integral percentage not in excess of fifty (50%)
         percent. The Agreement shall be effective for payroll periods beginning
         on or after the later of: (i) the Effective Date; or (ii) the first day
         of the month following the date the Salary Deferral Agreement is filed
         with the Administrator in accordance with Section 5.1. Paychecks
         applicable to said payroll periods shall be reduced accordingly.

                  (b)      A Salary Deferral Agreement shall not be revoked or
         modified with respect to prior deferrals and shall remain in effect
         until such time as the Member files with the Administrator a new Salary
         Deferral Agreement.

                  (c)      A Member who is a participant in the Tax Savings
         Thrift Plan will have his salary deferral election under the Tax
         Savings Thrift Plan serve as his Salary Deferral Agreement under this
         Plan, and will not file a separate Salary Deferral Agreement.

         5.3      AMOUNT OF SALARY DEFERRALS: On each pay date, or as soon as
reasonably practicable thereafter, following the effective date of an Eligible
Executive's Salary Deferral Agreement, his Account shall be credited with an
amount of Salary Deferral, if any, for the payroll period ending thereon, as he
elects in his Salary Deferral Agreement, provided, however, that no Salary
Deferral shall be made under this Plan for any payroll period unless the
Eligible Executive is prevented from making elective deferrals under the Tax
Savings Thrift Plan for such payroll period as a result of Section 402(g) and/or
401 (k)(3) of the Code, and provided further that, for the payroll period in
which such Salary Deferral is first made, it shall be limited to the excess of
the amount otherwise determined for such payroll period under this Section 5.3
over the Eligible Executive's elective deferrals under the Tax Savings Thrift
Plan for such payroll period.

         5.4      EFFECT OF HARDSHIP WITHDRAWAL: In the event a Member makes a
Hardship Withdrawal under Section 8.5 of the Plan, his Salary Deferrals under
the Plan will be automatically suspended. The Member may apply to the
Administrator to resume his Salary Deferrals with respect to payroll periods
beginning on or after the January 1 following the date of suspension, at a time
and in a manner determined by the Administrator; provided, that the
Administrator shall approve such resumption only if the Administrator determines
that the Member is no longer incurring such hardship. Notwithstanding the
preceding, following a Change of Control, such action by the Administrator is
subject to approval by the Benefits Trust Committee.

         5.5      CERTAIN ADDITIONAL CREDITS:

         On each pay date, or as soon as reasonably practicable thereafter,
there shall be credited Matching Credits to the Account of a Member determined
as follows: the greater of (a) or (b), minus (c), where

                  (a)      is the employer matching contributions the Member
         would have received under the Tax Savings Thrift Plan if the provisions
         of Sections 401 (k)(3), 401(m)(9) and 415 of the Code had not applied
         to the Tax Savings Thrift Plan; and

                  (b)      is the employer matching contributions the Member
         would have received under the Tax Savings Thrift Plan if his deferrals
         under this Plan had

                                       10
<PAGE>

         been contributed to the Tax Savings Thrift Plan (in addition to those
         amounts actually contributed to that Plan), based on Compensation as
         defined in this Plan and as if the provisions of Sections 401(a)(17),
         401(k)(3), 401(m)(2), 401(m)(9) and 415 of the Code had not applied to
         the Tax Savings Thrift Plan; and

                  (c)      is the employer matching contributions made on his
         behalf for the applicable period to the Tax Savings Thrift Plan.

                   ARTICLE 6. EXECUTIVE STOCK DEFERRAL PROGRAM

         6.1      STOCK AWARDS: An Eligible Executive who is eligible to receive
a Stock Award, the terms of which permit its deferral, may file with the
Administrator an Award Deferral Agreement with respect to a Stock Award,
pursuant to Article 4.

         6.2      EXECUTIVE STOCK ACCOUNT:

                  (a)      A Member's Executive Stock Account will be created
         when he files his initial Award Deferral Agreement with respect to a
         Stock Award. An Executive Stock Account will be credited based upon the
         performance of Company Stock. No Member shall make an Investment
         Performance Election with respect to his Executive Stock Account.

                  (b)      A Member shall be eligible to file Distribution
         Elections pursuant to Article 8 and Form of Payment Elections pursuant
         to Article 9 with respect to his Executive Stock Account. If a Member
         has not filed a Distribution Election distribution of his Executive
         Stock Account will be made pursuant to Section 8.1. If a Member has not
         filed a Form of Payment Election distribution of his Executive Stock
         Account will be made pursuant to Section 9.1. Distributions from a
         Member's Executive Stock Account shall be made only in shares of
         Company Stock.

                  (c)      An Eligible Executive who has previously deferred
         shares of Company Stock granted pursuant to the CSX Omnibus Incentive
         Plan ("COIP") or another of the Corporation's stock incentive plans may
         elect to have an Executive Stock Account created for him in the Plan on
         the Effective Date by filing an Enrollment Form with the Administrator
         on or before the Effective Date. Filing the Enrollment Form will cause
         the transfer of such previously deferred share balances to the Member's
         Executive Stock Account on the Effective Date, and the Member will
         enjoy all rights and privileges of a Member including the ability to
         file initial Distribution Elections and Form of Payment Elections. A
         properly filed Enrollment Form will cause all prior elections made with
         respect to such previously deferred shares to be void immediately,
         unless otherwise stated in this Section 6.2.

                           (i)      No initial Distribution Election made
                  pursuant to this Section 6.2 with respect to such previously
                  deferred shares which designates distribution upon attainment
                  of a designated age under Section 8.2(a)(i) that is within one
                  year after the Effective Date shall be filed.

                                       11
<PAGE>

                           (ii)     No initial Distribution Election made
                  pursuant to this Section 6.2 with respect to such previously
                  deferred shares which designates distribution upon the
                  Member's termination of employment with the Affiliated
                  Companies under Section 8.2(a)(ii) shall be effective if
                  distribution would occur within one year after the Effective
                  Date.

                           (iii)    Any prior election made with respect to such
                  previously deferred shares which designates distribution upon
                  the Member's termination of employment with the Affiliated
                  Companies shall remain in effect until one year after the
                  Effective Date, and shall be void thereafter.

         6.3      DIVIDEND REINVESTMENT: A Member may elect annually, at such
time as the Administrator may prescribe prior to the close of business on
November 15 in any calendar year, in the form and manner prescribed by the
Administrator to receive credit in his Executive Stock Account for dividends
paid on Company Stock, in the amount with which such Executive Stock Account
would have been credited assuming it had been invested in Company Stock
("Dividend Equivalents"). Absent such an election, Dividend Equivalents will be
paid currently to the Member by the Company.

                       ARTICLE 7. MAINTENANCE OF ACCOUNTS

         7.1      CREATION OF ACCOUNT:

                  (a)      A Member's Account will be created when he files his
         initial Deferral Agreement.

                  (b)      An Eligible Executive who is a Member of the
         Supplementary Savings And Incentive Award Deferral Plan For Eligible
         Executives Of CSX Corporation And Affiliated Companies (the "SSP") may
         elect to have an Account created for him in the Plan on the Effective
         Date by filing an Enrollment Form with the Administrator on or before
         the Effective Date. Filing the Enrollment Form will cause the transfer
         of balances previously deferred under the SSP to the Member's Account
         on the Effective Date, and the Member will enjoy all rights and
         privileges of a Member including the ability to file initial Investment
         Performance Elections, Distribution Elections and Form of Payment
         Elections. A properly filed Enrollment Form will cause all prior
         elections made under the SSP to be void immediately, unless otherwise
         stated in this Section 7.1, however the Member's investment fund
         allocations under the SSP shall remain in effect for transferred
         balances until such time as the Member reallocates the current balance
         of his Account pursuant to section 7.4(b).

                           (i)      No initial Distribution Election made
                  pursuant to this Section 7.1 with respect to such previously
                  deferred amounts which designates distribution upon attainment
                  of a designated age under Section 8.2(a)(i) that is within one
                  year after the Effective Date shall be filed.

                           (ii)     No initial Distribution Election made
                  pursuant to this Section 7.1 with respect to such previously
                  deferred amounts which designates distribution upon the
                  Member's termination of employment

                                       12
<PAGE>

                  with the Affiliated Companies under Section 8.2(a)(ii) shall
                  be effective if distribution would occur within one year after
                  the Effective Date.

                           (iii)    Any prior election made under the SSP which
                  designates distribution upon the Member's termination of
                  employment with the Affiliated Companies shall remain in
                  effect until one year after the Effective Date, and shall be
                  void thereafter.

                  (c)      A Member shall be eligible to file Distribution
         Elections pursuant to Article 8 and Form of Payment Elections pursuant
         to Article 9 with respect to his Account. If a Member has not filed a
         Distribution Election distribution of his Account will be made pursuant
         to Section 8.1. If a Member has not filed a Form of Payment Election
         distribution of his Account will be made pursuant to Section 9.1.

         7.2      ADJUSTMENT OF ACCOUNT:

                  (a)      As of each pay date, or as soon as reasonably
         practicable thereafter, each Account shall be credited or debited with
         the amount of earnings or losses with which such Account would have
         been credited or debited, assuming it had been invested in one or more
         investment funds, or earned the rate of return of one or more indices
         of investment performance, designated by the Administrator and elected
         by the Member, for purposes of measuring the investment performance of
         his Account.

                  (b)      The Administrator shall designate at least one
         investment fund or index of investment performance and may designate
         other investment funds or investment indices to be used to measure the
         investment performance of Accounts. The designation of any such
         investment funds or indices shall not require the Affiliated Companies
         to invest or earmark their general assets in any specific manner. The
         Administrator may change the designation of investment funds or indices
         from time to time, in its sole discretion, and any such change shall
         not be deemed to be an amendment affecting Members' rights under
         Section 10.2.

                  (c)      For purposes of Section 7.2(a), the portion of a
         Member's Account attributable to Matching Credits shall initially be
         credited based upon the performance of "Fund E" (CSX Stock Fund) under
         the Tax Savings Thrift Plan.

         7.3      INVESTMENT PERFORMANCE ELECTIONS: In the event the
Administrator designates more than one investment fund or index of investment
performance under Section 7.2, each Member shall file an initial investment
performance election with the Administrator with respect to the investment of
his Account. The election shall designate the investment fund or funds or index
or indices of investment performance, which shall be used to measure the
investment performance of the Member's Account. The election shall be made
within such time period and on such form as the Administrator may prescribe and
shall be in integral percentages of the Member's Account balance or deferral.
The election shall be effective as of the beginning of the payroll period next
following the date the election is filed. In the event a Member does not file an
investment performance election, his Account shall be credited with earnings and
losses

                                       13
<PAGE>

as if the Account had earned the same rate of return as the Stable Value Fund
under the Tax Savings Thrift Plan.

         7.4      CHANGING INVESTMENT PERFORMANCE ELECTIONS:

                  (a)      A Member may change his election in Section 7.3 with
         respect to his Account by filing an appropriate written notice with the
         Administrator. The notice shall be effective as of the beginning of the
         first payroll period following the date the notice is filed with the
         Administrator.

                  (b)      A Member may reallocate the current balance of his
         Account, thereby changing the investment fund or funds or index or
         indices of investment performance used to measure the future investment
         performance of his existing Account balance, by filing an appropriate
         notice with the Administrator. Such notice shall be effective as soon
         as administratively practicable following its receipt by the
         Administrator. A Member may not reallocate the balance of his Executive
         Stock Account to any investment other than Company Stock.

         7.5      VESTING OF ACCOUNT: Each Member shall be fully vested in his
Account or Executive Stock Account.

         7.6      ACTION FOLLOWING A CHANGE OF CONTROL: Following a Change of
Control, any action taken by the Administrator pursuant to this Article 7 is
subject to the approval of the Benefits Trust Committee.

                       ARTICLE 8. DISTRIBUTION OF BENEFITS

         8.1      COMMENCEMENT OF DISTRIBUTION: The distribution of the Member's
Account or Executive Stock Account shall commence on the date that is one year
following the Member's termination of employment with the Affiliated Companies,
or at such time as may be designated by the Member on a Distribution Election
pursuant to Section 8.2.

         8.2      DISTRIBUTION ELECTION

                  (a)      A Member may file with the Administrator a
         Distribution Election for the distribution upon:

                           (i)      attainment of a designated age not earlier
                  than age 50 nor later than age 70-1/2, however he shall not
                  elect an age less than one year subsequent to his current age;
                  or

                           (ii)     termination of employment with the
                  Affiliated Companies.

                  (b)      A Member may file with the Administrator a Partial
         Distribution Election for the distribution on attainment of a
         designated age for the payment of the expenses directly or indirectly
         arising from enrollment in a college, university, another
         post-secondary institution of higher learning or a secondary
         educational institution in the name of one or more of:

                                       14
<PAGE>

                           (i)      each of the Member's children,

                           (ii)     each of the Member's brothers, sisters,
                  their spouses, the Member's spouse, or

                           (iii)    each of the foregoing's lineal descendants.

                  (c)      A Member may file a Distribution Election or change a
         Distribution Election at any time prior to:

                           (i)      a date that is 30 days subsequent to the
                  date of his termination of employment in the case of his
                  initial Distribution Election; or

                           (ii)     one year prior to the date distribution is
                  to commence under his Distribution Election then in effect,
                  after which time no Distribution Election shall be filed.

                  (d)      A Member may make a Partial Distribution Election
         with respect to any portion of his Account or Executive Stock Account,
         provided no Distribution Election shall be made for a portion of an
         Account or Executive Stock Account less than $2,000, as determined as
         of the date the election is made. No Member shall have more than four
         Distribution Elections in effect at any time.

                  (e)      In no event may distribution made pursuant to a
         Distribution Election commence prior to a date that is three years
         subsequent to the date the Member first makes a Salary Deferral or
         Award Deferral under either this Plan, the SSP, the COIP or another of
         the Corporation's stock incentive plans for which an Executive Stock
         Account has been established.

                  (f)      For purposes of this Plan and particularly this
         Article 8, if the Member's employer is involved in a Divisive
         Transaction, the Member will be considered to have terminated his
         employment with an Affiliated Company on the closing date of the
         Divisive Transaction, provide the Member's employment with his employer
         has not otherwise terminated prior to that date.

                  (g)      Notwithstanding anything in Section 8.1 or 8.2 to the
         contrary, upon death of a Member, the balance of his Account or
         Executive Stock Account shall be distributed to his beneficiary as soon
         as administratively practicable following the January 1 coincident with
         or next following his date of death.

                  (h)      Any Distribution Election made in proper form by a
         Member shall be effective and distribution shall commence pursuant to
         such Distribution Election. Any Distribution Election not made in
         proper form shall be void.

         8.3      DELAY OF PAYMENT

                  (a)      Notwithstanding the foregoing, prior to a Change of
         Control, the Corporation may delay payment of a benefit under this Plan
         to any Member who is determined to be among the top five most highly
         paid executives for the year the benefit under this Plan would
         otherwise be paid; provided, however, if a

                                       15
<PAGE>

         Member's payment is delayed, the benefit to which he is entitled will
         not decrease after the date it would otherwise be distributed.

                  (b)      Notwithstanding the preceding, following a Change of
         Control, the authority to delay payment of a Member's Account or
         Executive Stock Account rests solely with the Benefits Trust Committee.

         8.4      ACCOUNT ADJUSTMENT: The obligations of the Corporation or any
of its affiliated corporations and the benefits due any Member, surviving spouse
or beneficiary hereunder shall be reduced by any amount received in regard
thereto under the Benefits Assurance Trust or any similar trust or other
vehicle.

         8.5      HARDSHIP WITHDRAWAL, FORFEITURE:

                  (a)      While employed by the Participating Companies, a.
         Member may, in the event of a severe financial hardship, request a
         withdrawal from his Account or Executive Stock Account without filing a
         Distribution Election under Section 8.2. The request shall be made in a
         time and manner determined by the Administrator, shall not be for a
         greater amount than the amount required to meet the financial hardship,
         and shall be subject to approval by the Administrator. The
         Administrator shall consider any requests for payment under this
         Section 8.5 on a uniform and nondiscriminatory basis and in accordance
         with the standards of interpretation described in section 457 of the
         Code and the regulations thereunder. The circumstances that will
         constitute a severe financial hardship will depend upon the facts of
         each case, but, in any case, no withdrawal may be made to the extent
         that such hardship is or may be relieved: (i) through reimbursement or
         compensation by available insurance or otherwise or (ii) by liquidation
         of the Member's assets, to the extent the liquidation of such assets
         would not itself cause severe financial hardship.

                  (b)      For purposes of this Section 8.5 severe financial
         hardship may include any of the following circumstances:

                           (i)      illness or injury of the Member or his
                  dependents,

                           (ii)     the loss of the Member's home or its
                  contents due to casualty, or

                           (iii)    any other extraordinary and unforeseeable
                  circumstances of the Member approved by the Administrator,

         as long as those circumstances result in a present or impending
         critical financial need, including the inability to educate the
         Member's dependent child(ren).

                  (c)      Notwithstanding the preceding, a Member may request
         and receive a withdrawal from his Account or Executive Stock Account at
         any time without filing a Distribution Election under Section 8.2. Any
         such withdrawal which is not determined by the Administrator to be a
         hardship withdrawal under this Section 8.5 shall result in the
         forfeiture of an amount equal to the portion of the Member's Account or
         Executive Stock Account, as applicable, that is withdrawn,

                                       16
<PAGE>

         multiplied by the Mid-term Applicable Federal Rate determined as of the
         Valuation Date upon which the withdrawal is effective.

                  (d)      Notwithstanding the preceding, following a Change of
         Control, any decisions or determinations by the Administrator under
         this Section 8.5 shall be subject to the approval of the Benefits Trust
         Committee.

         8.6      DESIGNATION OF BENEFICIARY: A Member may, at a time and in a
manner determined by the Administrator, designate a beneficiary and one or more
contingent beneficiaries (which may include the Member's estate) to receive any
benefits which may be payable under this Plan upon his death. If the Member does
not designate a beneficiary or contingent beneficiary, or if the beneficiary and
the contingent beneficiaries do not survive the Member, such benefits shall be
paid to the Member's estate. A Member may revoke or change any designation made
under this Section 8.6 in a time and manner determined by the Administrator.

         8.7      SPECIAL DISTRIBUTION RULES: Notwithstanding anything to the
contrary in this Plan, if (a) a Member becomes the owner, director or employee
of a competitor of the Affiliated Companies, (b) his employment is terminated by
an Affiliated Company on account of actions by the Member which are detrimental
to the interests of the Affiliated Company, or (c) he engages in conduct
subsequent to the termination of his employment with the Affiliated Companies
which the Administrator determines to be detrimental to the interests of an
Affiliated Company, then the Administrator may, in its sole discretion, pay the
Member a single sum payment or, in the case of an Executive Stock Account, a
distribution in shares of Company Stock equal to the balance in his Account or
Executive Stock Account. The single sum payment or distribution of shares shall
be made as soon as practicable following the date the Member becomes an owner,
director or employee of a competitor, his termination of employment or the
Administrator'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 Member under
this Plan.

         8.8      STATUS OF ACCOUNT PENDING DISTRIBUTION:

                  (a)      Pending distribution, a Member's Account shall
         continue to be credited with earnings and losses as provided in Section
         7.2. The Member shall be entitled to change his investment elections
         under Section 7.3 or apply for Hardship withdrawals under Section 8.5.
         In the event of the death of a Member, his Account shall be credited
         with earnings and losses as if the Account had earned the same rate of
         return as the CSX Corporation Cash Pool Earnings Rate or, in the sole
         discretion of the Administrator, the rate of return of such other index
         of investment performance or investment fund which may be designated by
         the Administrator as a measure for investment performance of Members'
         Accounts commencing with the Valuation Date coincident with or next
         following the Member's date of death.

                  (b)      Pending distribution, a Member's Executive Stock
         Account shall continue to be credited based on the performance of
         Company Stock as provided in Section 6.2.

         8.9      ONE-TIME RE-DEFERRAL ELECTION: A Member may make one
additional election to defer (but not accelerate) commencement of payment under
the Plan at any

                                       17
<PAGE>

time six months before payments are to have commenced pursuant to Section 8.1 or
8.2 ("Re-deferral Election). Such Re-deferral Election shall be made in a form
prescribed by the Administrator. If such Re-deferral Election is to a designated
age the re-deferral shall be for a period not less than one year from the date
the Re-deferral Election is made.

         8.10     CHANGE OF CONTROL:

                  (a)      A Member shall be eligible to make a separate
         Distribution Election which shall be effective only in the event of a
         Change of Control.

                  (b)      If a Change of Control has occurred, the Corporation
         and Participating Companies shall contribute to the Trust within 7 days
         of such Change of Control, a lump sum payment equal to the greater of
         (i) the aggregate value of the amount each Member would be eligible to
         receive (determined under (b) below) as of the latest Valuation Date
         coinciding with or preceding the date of Change of Control or (ii) the
         amount determined under Section 1(h) of the Trust attributable to
         liabilities relating to the Plan to the extent such amounts are not
         already in the Trust. The aggregate value of the amount of the lump sum
         to be contributed to the Trust pursuant to this Section 8.10 shall be
         determined by the Independent Accountants after consultation with the
         entity then maintaining the Plan's records, and shall be projected, if
         necessary, to such Valuation Date from the last valuation of Members'
         Accounts or Executive Stock Accounts for which information is readily
         available. Thereafter, the Independent Accountants shall annually
         determine as of a Valuation Date for each Member not receiving a lump
         sum payment pursuant to subsection (c) below the value of each Member's
         Accounts or Executive Stock Accounts. To the extent that the value of
         the assets held in the Trust relating to this Plan do not equal the
         aggregate amount described in the preceding sentence, at the time of
         the valuation, as determined by the Independent Accountants, the
         Corporation and Participating Companies shall make a lump sum
         contribution to the Trust equal to the difference.

                  (c)      In the event a Distribution Event has occurred, the
         trustee of the Trust shall, within 45 days of such Distribution Event,
         pay to each Member not making an election under (d) below, a lump sum
         payment or, in the case of an Executive Stock Account, a distribution
         in shares of Company Stock equal to the value of the Member's Account
         or Executive Stock Account (determined under Article 6) as of the
         Valuation Date coinciding with or next preceding the date of such
         Distribution Event. The amount of each Member's lump sum payment or
         Company Stock distribution shall be determined by the Independent
         Accountants after consultation with the entity then maintaining the
         Plan's records, and shall be projected, if necessary, to such Valuation
         Date from the last valuation of Member's Account or Executive Stock
         Account for which information is readily available.

                  (d)      Each Member may elect in a time and manner determined
         by the Administrator, but in no event later than 90 days following the
         Effective Date, to have amounts and benefits determined and payable
         under the terms of the Plan as if a Distribution Event had not
         occurred. New Members of the Plan may elect in a time and manner
         determined by the Administrator, but in no event later than 90 days
         after becoming a Member, to have amounts and benefits determined

                                       18
<PAGE>

         and payable under the terms of the Plan as if a Distribution Event had
         not occurred. A Member who has made an election, as set forth in the
         two preceding sentences, may, at any time and from time to time, change
         that election; provided, however, a change of election that is made
         within one year of a Distribution Event shall be invalid.

                  (e)      Notwithstanding anything in the Plan to the contrary,
         each Member who has made an election under (d) above may elect within
         90 days following a Distribution Event, in a time and manner determined
         by the Benefits Trust Committee, to receive a lump sum payment or, in
         the case of an Executive Stock Account, a distribution in shares of
         Company Stock, calculated under the provisions of (b) above determined
         as of the Valuation Date next preceding such payment, except that such
         calculated amount shall be reduced by an amount equal to such
         calculated amount, multiplied by the Mid-term Applicable Federal Rate
         determined as of the Valuation Date next preceding such payment and
         such reduction shall be irrevocably forfeited by the Member.
         Furthermore, as a result of such election, the Member shall no longer
         be eligible to participate or otherwise benefit from the Plan. Payments
         under this subsection (e) shall be made not later than 7 days following
         receipt by the Corporation of a Member's election. The Benefits Trust
         Committee shall, no later than 7 days after a Distribution Event has
         occurred, give written notification to each Member eligible to make an
         election under this subsection (e), that a Distribution Event has
         occurred and informing such Member of the availability of the election.

                           ARTICLE 9. FORM OF PAYMENT

         9.1      TINNING OF DISTRIBUTION: Unless a Form of Payment Election is
made pursuant to Section 9.2 below,

                  (a)      a Member's Account shall be distributed to him, or in
         the event of his death to his Beneficiary, in a cash single sum payment
         as provided in Section 8.1.

                  (b)      a Member's Executive Stock Account shall be
         distributed to him, or in the event of his death to his Beneficiary, in
         a single distribution of shares as provided in Section 8.1.

         9.2      FORM OF PAYMENT ELECTION

                  (a)      A Member may make a Form of Payment Election to
         receive distribution of his Account or Executive Stock Account in
         semi-annual installments over a period not to exceed twenty (20) years.
         Installments shall be determined as of each January 15 and July 15 (or
         in the case of an Executive Stock Account, December 30 and June 30) and
         shall be paid as soon as administratively practicable thereafter. The
         amount of each installment shall equal the balance in the Account or
         Executive Stock Account as of the Valuation Date of determination,
         divided by the number of remaining installments (including the
         installment being determined). If a Member dies before payment of the
         entire balance of his Account or Executive Stock Account, the remaining
         balance shall be paid in a single sum to his beneficiary as soon as
         administratively practicable following his date of death. Lump sum
         payments shall be determined and paid

                                       19
<PAGE>

         as soon as administratively practicable following the date the Member
         incurs the distributable event elected on a Distribution Election under
         Section 8.2.

                  (b)      A Member may make a separate Form of Payment Election
         with respect to any portion of his Account for which a Partial
         Distribution Election has been made pursuant to Section 8.2(d).

                  (c)      A Member may change his Form of Payment Election at
         any time prior to a date that is six months prior to the date the
         distribution is to commence, after which time the Form of Payment
         Election shall be irrevocable.

         9.3      INSTALLMENTS AND WITHDRAWALS PRO-RATA: In the event of any
payment other than a single lump-sum, such as installment payment, partial
distribution or hardship withdrawal, such payment or withdrawal shall be made on
a pro-rata basis from the portions of the Member's existing Account balance
which are subject to different measures of investment performance.

                      ARTICLE 10. AMENDMENT OR TERMINATION

         10.1     RIGHT TO TERMINATE:

                  (a)      Prior to a Change of Control, the Board may, in its
         sole discretion, terminate this Plan and the related Deferral
         Agreements at any time. Following a Change of Control, this Plan may
         not be terminated without the approval of the Benefits Trust Committee.

                  (b)      Prior to a Change of Control, the Committee may
         terminate an Affiliated Company's participation as a Participating
         Company in this Plan for any reason at any time. Following a Change of
         Control, an Affiliated Company may not be terminated from participation
         as a Participating Company without the consent of the Benefits Trust
         Committee.

                  (c)      Prior to a Change of Control, an Affiliated Company's
         board of directors may terminate that Affiliated Company's
         participation as a Participating Company for any reason at any time.
         Following a Change of Control, an Affiliated Company's participation as
         a Participating Company may not be terminated without the consent of
         the Benefits Trust Committee.

                  (d)      In the event the Plan and related Deferral Agreements
         are terminated, each Member and Beneficiary shall receive a single sum
         payment, or, in the case of an Executive Stock Account, a distribution
         in shares of Company Stock equal to the balance in his Account or
         Executive Stock Account. The single sum payment shall be made as soon
         as practicable following the date the Plan is terminated and shall be
         in lieu of any other benefit which may be payable to the Member or
         beneficiary under this Plan.

         10.2     RIGHT TO AMEND: Prior to a Change of Control, the Board may,
in its sole discretion, amend this Plan and the related Deferral Agreements and
Enrollment Forms on 30 days prior notice to the Members. Following a Change of
Control, all amendments to this Plan are subject to the approval of the Benefits
Trust Committee. If any amendment to this Plan or to the Deferral Agreements or
Enrollment Forms shall

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adversely affect the rights of a Member, such Member must consent in writing to
such amendment prior to its effective date. If such Member does not consent to
the amendment, the Plan and related Deferral Agreements and Enrollment Forms
shall be deemed to be terminated with respect to such Member and he shall
receive a single sum payment of his Account, or, in the case of an Executive
Stock Account, a distribution in shares of Company Stock, as soon thereafter as
is practicable. Notwithstanding the foregoing, the Administrator's change in any
investment funds or investment index under Section 7.2(b) or the restriction of
future deferrals under the salary deferral program or award deferral program
shall not be deemed to adversely affect any Member's rights.

         10.3     UNIFORM ACTION: Notwithstanding anything in the Plan to the
contrary, any action to amend or terminate the Plan or the Deferral Agreements
or Enrollment Forms must be taken in a uniform and nondiscriminatory manner.
Notwithstanding the preceding, any such action taken by the Administrator
following a Change of Control is subject to the approval of the Benefits Trust
Committee.

                         ARTICLE 11. GENERAL PROVISIONS

         11.1     NO FUNDING: Nothing contained in this Plan or in a Deferral
Agreement shall cause this Plan to be a funded retirement plan. Neither the
Member, his beneficiary, contingent beneficiaries, heirs or personal
representatives shall have any right, title or interest in or to any funds of
the Trust or the Affiliated Companies on account of this Plan or on account of
having completed a Deferral Agreement or Enrollment Form. The assets held in the
Trust shall be subject to the claims of creditors of the Corporation, and the
Trust's assets shall be used to discharge said claims in the event of the
Corporation's insolvency. Each Member shall have the status of a general
unsecured creditor of the Affiliated Companies and this Plan constitutes a mere
promise by the Affiliated Companies to make benefit payments in the future.

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

         11.3     NO CONTRACT OF EMPLOYMENT: The existence of this Plan, a
Deferral Agreement or an Enrollment Form does not constitute a contract for
continued employment between an Eligible Executive or a Member and an Affiliated
Company. The Affiliated Companies reserve the right to modify an Eligible
Executive's or Member's remuneration and to terminate an Eligible Executive or a
Member for any reason and at any time, notwithstanding the existence of this
Plan, a Deferral Agreement or an Enrollment Form.

         11.4     WITHHOLDING TAXES: All applicable FICA, RRTA or other
employment taxes due on deferrals under this Plan shall be withheld from
non-deferred salary, Awards or other earnings. All payments under this Plan
shall be net of an amount sufficient to satisfy any federal, state or local
income tax withholding requirements.

         11.5     NONALIENATION: The right to receive any benefit under this
Plan may not be transferred, assigned, pledged or encumbered by a Member,
beneficiary or contingent beneficiary in any manner and any attempt to do so
shall be void. No such benefit shall be subject to garnishment, attachment or
other legal or equitable process without the prior written consent of the
Affiliated Companies. Notwithstanding the

                                       21
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preceding, following a Change of Control, the Administrator shall not implement
such action without the consent of the Benefits Trust Committee.

         11.6     ADMINISTRATION:

                  (a)      Prior to a Change of Control, the Administrator of
         the Plan shall be responsible for the general administration of the
         Plan, claims review, and for carrying out its provisions.
         Administration of the Plan shall be carried out consistent with the
         terms and conditions of the Plan.

                  (b)      Following a Change of Control, the Benefits Trust
         Committee may remove and/or replace the Administrator.

                  (c)      The Administrator shall have sole and absolute
         discretion to interpret the Plan, determine eligibility for and
         benefits due hereunder. Decisions of the Administrator regarding
         benefits under the Plan shall at all times be binding and conclusive on
         Members, their beneficiaries, heirs and assigns. Notwithstanding the
         preceding, following a Change of Control, final benefit determinations
         for Members, their beneficiaries, heirs and assigns and decisions
         regarding benefit claims under the Plan shall rest with the Benefits
         Trust Committee or its delegate in its sole and absolute discretion.

                  (d)      Prior to paying any benefit under this Plan, the
         Administrator may require the Member, beneficiary or contingent
         beneficiary to provide such information or material as the
         Administrator, in its sole discretion, shall deem necessary for it to
         make any determination it may be required to make under this Plan. The
         Administrator may withhold payment of any benefit under this Plan until
         it receives all such information and material and is reasonably
         satisfied of its correctness and genuineness. The Administrator shall
         provide adequate notice in writing to any Member, beneficiary or
         contingent beneficiary whose claim for benefits under this Plan has
         been denied, setting forth the specific reasons for such denial. A
         reasonable opportunity shall be afforded to any such Member,
         beneficiary or contingent beneficiary for a full and fair review by the
         Administrator of its decision denying the claim. The Administrator's
         decision on any such review shall be final and binding on the Member,
         beneficiary or contingent beneficiary and all other interested persons.
         All acts and decisions of the Administrator shall be final and binding
         upon all Members, beneficiaries, contingent beneficiaries and employees
         of the Affiliated Companies. Notwithstanding the preceding, following a
         Change of Control, any and all decisions by the Administrator are
         subject to the approval of the Benefits Trust Committee.

                  (e)      Prior to a Change of Control, the Committee in its
         sole discretion and upon such terms as it may prescribe, may permit any
         company or corporation directly or indirectly controlled by the
         Corporation to participate in the Plan. After a Change of Control, such
         permission must be approved by the Benefits Trust Committee.

                                       22
<PAGE>

         11.7     IMPACT OF FUTURE LEGISLATION OR REGULATION

                  (a)      This Section 11.7 shall become operative upon the
         enactment of any change in applicable statutory law or the promulgation
         by the Internal Revenue Service of a final regulation or other
         pronouncement having the force of law, which statutory law, as changed,
         or final regulation or pronouncement, as promulgated, would cause any
         Member to include in his or her federal gross income amounts accrued by
         the Member under the Plan on a date (an "Early Taxation Event") prior
         to the date on which such amounts are made available to him or her
         hereunder.

                  (b)      Notwithstanding any other Section of this Plan to the
         contrary (but subject to subsection (c), below), as of an Early
         Taxation Event, the feature or features of this Plan, or the election
         by a Member that would cause the Early Taxation Event shall be null and
         void, to the extent, and only to the extent, required to prevent the
         Member from being required to include in his federal gross income
         amounts accrued by the Member under the Plan prior to the date on which
         such amounts are made available to him hereunder. By way of example,
         but not by way of limiting the generality of the foregoing, if a
         statute is enacted that would require a Member to include in his or her
         federal gross income amounts accrued by the Member under the Plan prior
         to the date on which such amounts are made available to him or her
         because of the Member's right to receive a distribution of a portion of
         his Account under Section 8.5, the right of all Members to receive
         distributions under Section 8.5 shall be null and void as of the
         effective date of that statute. If only a portion of a Member's Account
         is impacted by the change in the law, then only such portion shall be
         subject to this Section, with the remainder of the Account not so
         affected being subject to such rights and features as if the law were
         not changed. If the law only impacts Members who have a certain status
         with respect to the Company, then only such Members shall be subject to
         this Section.

                  (c)      Notwithstanding Section 11.7(b) above, if an Early
         Taxation Event occurs (e.g., if a change in law is retroactive), the
         amounts that become taxable on the Early Taxation Event shall be
         distributed to each Participant as soon as practicable following such
         Early Taxation Event or if later, the date or enactment or
         promulgation.

         11.8     CONSTRUCTION:

                  (a)      The Plan is intended to constitute an unfunded
         deferred compensation arrangement for a select group of management or
         highly compensated employees and all rights hereunder shall be governed
         by and construed in accordance with the laws of the Commonwealth of
         Virginia to the extent not preempted by federal law.

                  (b)      The masculine pronoun means the feminine wherever
         appropriate.

                  (c)      The captions inserted herein are inserted as a matter
         of convenience and shall not affect the construction of the Plan.

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                                    AMENDMENT

                       2002 DEFERRED COMPENSATION PLAN OF
                    CSX CORPORATION AND AFFILIATED COMPANIES

         Pursuant to Section 10.2 of the 2002 Deferred Compensation Plan of CSX
Corporation and Affiliated Companies (the "Plan"), the Plan is amended effective
February 7, 2003 as follows:

         Section 8.7 is amended to read as follows:

                  "Notwithstanding anything to the contrary in this Plan, if (a)
                  a Member becomes the owner, director or employee of a
                  competitor of the Affiliated Companies; (b) his employment is
                  terminated by an Affiliated Company on account of actions by
                  the Member which are detrimental to the interests of the
                  Affiliated Company; (c) he engages in conduct subsequent to
                  the termination of his employment with the Affiliated
                  Companies which the Administrator determines to be detrimental
                  to the interests of an Affiliated Company; or (d) is required
                  to divest his or her interest under the Plan under applicable
                  law, regulation or rules, then the Administrator may, in its
                  sole discretion, pay the Member a single sum payment equal to
                  the balance in his Account. In such event, the single sum
                  payment shall be made as soon as practicable following the
                  date the Member is affected by one of the circumstances
                  described in this Section 8.7 and such payment shall be in
                  lieu of all other benefits which may be payable to the Member
                  under this Plan."