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                                                                   Exhibit 10.22


Mr. Robert Herre
2111 Indian Chute
Louisville, KY 40207

Dear Bob:

This letter sets forth the mutual understandings and agreements between you and
American Commercial Lines, LLC ("ACL") on the terms and conditions upon which
you will continue your employment as Vice President, Vessel Management for
American Commercial Barge Line. It shall supersede any prior oral or written
understandings and agreements between you and ACL.

1.       COMPENSATON- (a) Your current annual base salary will continue in
         effect with the opportunity for adjustment pursuant to ACL's regular
         salary adjustment program. (b) You will continue to be eligible for a
         performance bonus from ACL, as determined by management and the Board
         of Representatives and as amended periodically.

2.       ASSIGNMENT- (a) You will devote your whole time, energy, and attention
         to the performance of the duties of Vice-President, Vessel Management
         or successor assignments made by ACL.

3.       CONFIDENTIAL INFORMATION- (a) You understand that you will have access
         to sensitive and proprietary business information of ACL, including,
         but not limited to, financial information, marketing and sales
         strategies, business plans, prices, rates, price and rate calculations,
         costs, customer information, operational information, feasibility
         studies, detailed business plans, plans relating to expansion or
         acquisitions, business projections, and other compilations, memoranda,
         analyses and documents which relate to ACL's business, all of which ACL
         maintains in strict confidence and does not divulge to third parties in
         the ordinary course of its business (such information, whether or not
         specifically enumerated here, is hereinafter referred to as
         ("Confidential Information.").
         (b) You recognize and acknowledge the sensitivity and competitive value
         of the Confidential Information, and the damage that could result to
         ACL from the disclosure thereof to third parties. Accordingly, you
         agree that all Confidential Information provided by ACL shall be
         received rn confidence and that a confidential relationship shall arise
         between the parties by virtue of such disclosure. You hereby agree that
         you shall maintain all Confidential Information in strict confidence
         and not disclose the Confidential Information, in any manner
         whatsoever, in whole or in part, without limitation, to any third
         party. You shall maintain the confidentiality of the Confidential
         Information in this manner at all times during the term of this
         Agreement, and for a period of five (5) years after the expiration or
         other termination of this Agreement, for any reason whatsoever.



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4.       NON-COMPETE- (a) In consideration of the additional benefits granted to
         you by ACL pursuant to the terms of this Agreement, you specifically
         agree that, following any expiration or other termination of this
         Agreement, you will not accept any employment, directly or indirectly,
         whether as an employee, officer, director, consultant or independent
         contractor, with any direct or indirect competitor of ACL and its
         parents, affiliates or subsidiaries, operating in any of the
         geographical areas (floating vessels are not considered geographic
         areas) in which ACL and its parents, affiliates or subsidiaries
         conducts operations at the time of such expiration or other termination
         of this Agreement for a period of one year following such expiration or
         other termination of this Agreement. (b) You agree that the time,
         scope, geographic area and other provisions of the agreement not to
         compete set forth in this Agreement have been specifically negotiated
         by the parties, and that the time, scope, geographic area and other
         provisions are reasonable and acceptable to you.

5.       IERMINATION- (a) If ACL terminates your employment for any reason other
         than for "Cause," as defined in this paragraph, you shall be entitled
         to receive the Severance Benefit described in this Agreement; provided
         that the payment of any Severance Benefit shall be expressly subject to
         all of the terms and conditions of this Agreement, including but not
         limited to the Confidential Information provisions set forth herein and
         the Non-Competition provisions set forth in paragraph 4. As a further
         condition of receiving a Severance Benefit, you will be required to
         execute a broad, general release, in a form provided by ACL that
         absolutely extinguishes all past or present claims against ACL and its
         parents, affiliates, subsidiaries, officers, directors, and employees,
         including any claims arising out of employment, this Agreement and your
         separation from employment. No Severance Benefit will be paid unless or
         until you fully execute the release in the form provided by ACL.
         (b) As used anywhere in this Agreement, "Cause" means the willful
         engaging by you in any illegal conduct, or misconduct which is
         injurious to ACL or ACL's commercial or business interests. For
         purposes of this Agreement, no act or failure to act shall be
         considered uwillful", unless it is done, or omitted to be done, by you
         in bad faith or without reasonable belief that the action or omission
         was in the best interests of ACL, its parent or affiliated companies.
         (c) If ACL terminates your employment hereunder for Cause, then you
         shall not be entitled to receive any Severance Benefit. (d) If you
         terminate your employment hereunder for any reason other than for the
         reasons in paragraph 7 (a) or 7 (b), you shall not be entitled to
         receive any Severance Benefit.

         6. BREACH OF AGREEMENT- (a) If you violate the terms of this Agreement
         by either (i) divulging Confidential Information; or (ii) accepting
         employment with a direct or indirect competitor of ACL and its parents,
         affiliates or subsidiaries, then
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         you shall forfeit all right to receive a Severance Benefit hereunder.
         In the event that you have already received a Severance Benefit at the
         time an aforementioned breach of this Agreement occurs, then you shall
         immediately, upon receipt of written demand from ACL, repay to ACL the
         entire Severance Benefit paid to you or on your behalf to any other
         party.
         (b) In addition to the remedies set forth above, you understand and
         agree the maintenance of Confidential Information, and the agreement
         Not to Compete are necessary to protect ACL's business, and that any
         violation of this Agreement would result in irreparable harm to ACL. In
         the event of such a breach, ACL shall be entitled to injunctive relief,
         in addition to any other legal or equitable remedies available to ACL
         at law.

         7. SEVERANCE BENEFIT- (a) If, during the period April, 2000 through
         April 30, 2002, you do not receive bonuses cumulatively in gross
         amounts equaling $75,000.00, you may submit your resignation by May 15,
         2002, effective as of August 31, 2002, and receive the Severance
         Benefit in accordance with this paragraph; provided you execute a
         General Release. In the event you do not submit your resignation by May
         15, 2002, as a result of ACL's failure to pay said bonuses, or if you
         receive bonuses of at least $75000 as of April 30, 20002, you shall not
         be eligible for the Severance Benefit if you resign, except as
         described in paragraph 7 (b) below. (b) If during the period April,
         2000 through April 30, 2003, you do not receive bonuses cumulatively in
         gross amounts equaling $150,000.00, you may submit your resignation by
         May 15, 2003, effective as of August 31, 2003, and receive the
         Severance Benefit in accordance with this paragraph 7; provided you
         execute a General Release. (c) The Severance Benefit referred to in
         this Agreement is defined as $134, 785.00. (d) The Severance Benefit
         may be taken as a lump sum or as equal monthly payments for one year by
         dividing the Severance Benefit ($134,785.00) by twelve (12). (e) Any
         such payments (lump or monthly) shall be less al applicable federal,
         state, local and foreign taxes. The election as to payment must be
         stated in the General Release and may not be subsequently changed. (f)
         If you elect to receive the Severance Benefit in monthly payments, you
         shall also be entitled to continue participating in the medical, dental
         and life insurance plans which are in effect for active employees
         during the period of the monthly payments. You will be required to make
         the same contributions to these plans as active employees and ACL
         reserves the right to amend or terminate any of these plans during the
         period you are participating in them. If you elect payment as a lump
         sum, you will not be eligible to continue participation in these plans.
         (g) If you die having begun receipt of Severance Benefits, but prior to
         receiving all amounts due from the Severance Benefit, any remaining
         Severance Benefits due and owing will be paid in a lump-sum to your
         estate or designated beneficiary. .
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         8. MODIFICATION- Any modification of this Agreement or additional
         obligation assumed by either party in connection with this Agreement
         shall be binding only if evidenced in writing signed by each party or
         any authorized representative of each party.

         9. SURVIVAL- All rights and obligations of the parties created by this
         Employment Agreement, including, but not limited tOt your agreement to
         maintain Confidential Information, your agreement not to accept
         employment with a direct or indirect competitor of ACL, shall survive
         the expiration or other termination of this Agreement.


         Yours truly,

         /s/ Paul S. Besson
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         Paul S. Besson

         ACCEPTED AND AGREED:

         /S/ Robert Herre
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         Robert Herre

         Aug 11, 2000
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         Date