Exhibit 10.22

                          
                          ILLINOIS CENTRAL CORPORATION
                            DIRECTORS RETIREMENT PLAN


         The Illinois Central Corporation  Directors  Retirement Plan is adopted
effective  as of  January  1,  1994,  for  the  Directors  of  Illinois  Central
Corporation.  The purpose of the Plan is to attract and retain  superior  talent
for the Board of Directors of Illinois Central Corporation.  The Company intends
the Plan to be an unfunded plan  maintained  solely for the purpose of providing
deferred compensation to members of the Board of Directors who are not employees
of the Company,  and not subject to the Employee  Retirement Income Security Act
of 1974.

         Accordingly,  Illinois  Central  Corporation  hereby  adopts  the  Plan
pursuant to the terms and provisions set forth below:


                                    ARTICLE I
                                   DEFINITIONS

         Wherever  used  herein the  following  terms  shall  have the  meanings
hereinafter set forth:

         1.1.     "Board" means the Board of Directors of the Company.

         1.2.  "Code" means the Internal  Revenue Code of 1986,  as amended from
time to time, and any regulations relating thereto.

         1.3.  "Committee" means the Compensation  Committee of the Board, which
is responsible for the administration of the Plan.

         1.4.   "Company"  means  Illinois  Central   Corporation,   a  Delaware
corporation,  or, to the extent  provided  in Section 5.7 below,  any  successor
corporation  or other entity  resulting from a merger or  consolidation  into or
with the Company or a transfer or sale of substantially all of the assets of the
Company.

         1.5.  "Director"  means each member of the Board who is not an employee
of the Company or any subsidiary of the Company.

         1.6.  "Final Annual  Retainer" means the amount of annual retainer fees
paid to the  Participant  by the Company for  services as a Director in the last
full year of the Director's service with the Board.

         1.7.  "Participant"  means each Director of the Company who is eligible
for  participation  pursuant to Section  1.5,  and each former  Director who has
accrued a Retirement Benefit under the Plan.



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         1.8. "Plan" means the Illinois Central Corporation Directors Retirement
Plan, as set forth herein and as hereinafter amended from time to time.

         1.9.  "Retirement  Benefit" means the benefit  accrued by a Participant
pursuant to Section 2.1, and payable after the  Participant's  Retirement  Date.
Each  Participant  shall be fully vested at all times in his Retirement  Benefit
accrued under this Plan.

         1.10.  "Retirement Date" means the later of: (i) a Participant's actual
date of retirement from service with the Board; or (ii) the date the Participant
attains age 55 years.

         1.11.  "Years of Credited Service" means the number of 12-month periods
of the  Participant's  service  with the  Board  beginning  with the date of the
Participant's service with the Board, and including service with the Board prior
to January 1, 1994.

         1.12.  Words in the masculine gender shall include the feminine and the
singular  shall  include the plural,  and vice versa,  unless  qualified  by the
context.  Any headings  used herein are included for ease of reference  only and
are not to be construed so as to alter the terms hereof.


                                   ARTICLE II
                               RETIREMENT BENEFIT

         2.1. Form and Amount of Retirement  Benefit.  Each Participant shall be
entitled to a Retirement Benefit payable in equal annual payments, determined as
follows:

                           (a) The annual amount of the Participant's Retirement
         Benefit shall be equal to the Participant's Final Annual Retainer; and

                           (b)  The  number  of  annual  payments  payable  to a
         Participant  shall be equal to the lesser of: (i) ten (10); or (ii) the
         Participant's number of years of Credited Service.

Notwithstanding  the foregoing,  no Retirement Benefit payment shall be made for
any year following the year of the Participant's  death. No survivor benefits of
any kind will be paid under this Plan.

         2.2.  Commencement  of Retirement  Benefit.  Payment of a Participant's
Retirement  Benefit shall begin with the annual  meeting  following the year for
which the last annual retainer fee was paid to the Participant for service as an
active director with the Board, and shall be made at the same time as the annual
retainer  fee is paid by the Company to active  Directors  for service  with the
Board.


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                                   ARTICLE III
                           ADMINISTRATION OF THE PLAN

         3.1.   Administration   by  the  Committee.   The  Committee  shall  be
responsible  for the general  operation and  administration  of the Plan and for
carrying out the provisions thereof.

         3.2. Powers and Duties of Committee. The Committee shall administer the
Plan in accordance  with its terms and shall have all powers  necessary to carry
out the provisions of the Plan. The Committee shall interpret the Plan and shall
determine  all  questions  arising in the  administration,  interpretation,  and
application of the Plan,  including but not limited to, questions of eligibility
and the status and rights of Participants,  Beneficiaries and other persons. Any
such  determination  by the Committee  shall  presumptively  be  conclusive  and
binding on all  persons.  The  regularly  kept  records of the Company  shall be
conclusive and binding upon all persons with respect to a Participant's date and
length of service,  Years of Credited  Service,  time and amount of compensation
and the manner of payment thereof,  type and length of any absence from work and
all other matters  contained  therein  relating to  Participants.  All rules and
determinations  of the Committee shall be uniformly and consistently  applied to
all persons in similar circumstances.


                                   ARTICLE IV
                            AMENDMENT OR TERMINATION

         4.1.  Amendment  or  Termination.  The  Company  intends the Plan to be
permanent  but  reserves  the right to amend or  terminate  the  Plan.  Any such
amendment or termination shall be made pursuant to a resolution of the Board and
shall be effective as of the date of such resolution.

         4.2 Effect of Amendment or Termination.  No amendment or termination of
the Plan shall  directly or  indirectly  deprive any  Participant  of all or any
portion of any Retirement  Benefit  accrued or payable under this Plan as of the
date of such  amendment  or  termination,  or  which  would  be  payable  if the
Participant  terminated service for any reason on such date. Upon termination of
the Plan,  distribution of Retirement  Benefits shall be made to Participants in
the manner and at the time  described  in Section 2 of the Plan.  No  additional
Retirement Benefits shall be earned or accrue after termination of the Plan.


                                    ARTICLE V
                               GENERAL PROVISIONS

         5.1.  Participants'  Rights  Unsecured.  The Plan at all times shall be
entirely  unfunded  and no  provision  shall at any time be made with respect to
segregating any assets of the Company for payment of any benefits hereunder. The
right of a  Participant  to receive a benefit  hereunder  shall be an  unsecured
claim against the general assets of the Company,  and the Participant  shall not
have any rights in or against any specific assets of the Company.


                                                     
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         5.2. No  Guaranty  of  Benefits.  Nothing  contained  in the Plan shall
constitute  a guaranty  by the  Company or any other  person or entity  that the
assets of the  Company  will be  sufficient  to pay any  benefit  hereunder.  No
Participant  shall  have any right to  receive a benefit  or a  distribution  of
contributions under the Plan except in accordance with the terms of the Plan.

         5.3. No  Enlargement  of Directors  Rights.  Establishment  of the Plan
shall not be construed to give any  Participant  the right to be retained in the
service of the Board.

         5.4. Spendthrift Provision.  No interest of any person or entity in, or
right to receive a distribution  under,  the Plan shall be subject in any manner
to  sale,  transfer,  assignment,  pledge,  attachment,  garnishment,  or  other
alienation or encumbrance of any kind; nor may such interest or right to receive
a  distribution  be  taken,   either   voluntarily  or  involuntarily   for  the
satisfaction  of the debts  of, or other  obligations  or claims  against,  such
person or entity,  including claims for alimony,  support,  separate maintenance
and claims in bankruptcy proceedings.

         5.5. Applicable Law. The Plan shall be construed and administered under
the laws of the State of Illinois except to the extent preempted by federal law.

         5.6.  Incapacity of Recipient.  Subject to applicable state law, if any
person  entitled  to a payment  under the Plan is  deemed by the  Company  to be
incapable of  personally  receiving and giving a valid receipt for such payment,
then,  unless and until claim  therefor shall have been made by a duly appointed
guardian or other legal  representative of such person,  the Company may provide
for  such  payment  or any  part  thereof  to be made  to any  other  person  or
institution then  contributing  toward or providing for the care and maintenance
of such  person.  Any such  payment  shall be a payment  for the account of such
person and a complete  discharge  of any  liability  of the Company and the Plan
therefor.

         5.7. Corporate Successors. The provisions of this Plan shall be binding
on  the  Company  and  its  successors  and  assigns.  The  Plan  shall  not  be
automatically  terminated by a transfer or sale of assets of the Company,  or by
the merger or consolidation of the Company into or with any other corporation or
other  entity,  but the Plan  shall be  continued  after  such  sale,  merger or
consolidation  only if and to the  extent  that  the  transferee,  purchaser  or
successor  entity agrees to continue the Plan. In the event that the Plan is not
continued  by the  transferee,  purchaser or  successor  entity,  the Plan shall
terminate subject to the provisions of Section 4.2.

         5.8.  Unclaimed  Benefit.  Each  Participant  shall  keep  the  Company
informed of his or her current  address.  The Company  shall not be obligated to
search for the  whereabouts  of any person.  If the location of a Participant is
not made known to the Company within three years after the date on which payment
of the  Participant's  benefits  under the Plan,  may first be made, the Company
shall  have  no  further  obligation  to  pay  any  benefit  hereunder  to  such
Participant  or  any  other  person,  and  such  benefit  shall  be  irrevocably
forfeited.

         5.9.  Limitations  on Liability.  Notwithstanding  any of the preceding
provisions of the Plan,  none of the Company,  any member of the Committee,  nor
any  individual  acting as an employee or agent of the Company or the Committee,
shall be liable to any Participant,  former Participant, or other person for any
claim, loss, liability or expense incurred in connection with the Plan.

         5.10.  Claims  Procedure.  In the event that a Participant's  claim for
benefits  under  the Plan is denied  in whole or in part by the  Committee,  the
Committee will notify the Participant of the denial.  Such  notification will be
made in  writing,  within  90 days of the date  the  claim  is  received  by the
Committee.  The  notification  will  include:  (i) the specific  reasons for the
denial;  (ii) specific reference to the Plan provisions upon which the denial is
based;  (iii) a  description  of any  additional  information  necessary for the
claimant  to  perfect  the  claim and an  explanation  of why such  material  or
information  is necessary;  and (iv) an  explanation  of the  applicable  review
procedures.

         The  Participant has 60 days from the date he receive notice of a claim
denial to file a written  request for review of the denial  with the  Committee.
The Committee will review the claim denial and inform the Participant in writing
of its decision  within 60 days of the date the claim review request is received
by the Committee. This decision will be final.






                                                     

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