Corporate Director Deferred Compensation Plan - CSX Corp.


                                 CSX CORPORATION
                  CORPORATE DIRECTOR DEFERRED COMPENSATION PLAN

                           EFFECTIVE NOVEMBER 1, 1980

                As Amended and Restated Effective January 1, 1995
                     (As Amended through December 31, 1997)

            1.   Purpose

                 The  purpose of this Plan is to permit  members of the Board of
Directors of CSX Corporation to elect deferred  receipt of director's fees. This
Plan is  intended  to  constitute  a deferred  compensation  plan for  corporate
director's  fees in accordance with Revenue Ruling 71-419,  Cumulative  Bulletin
1971-2, page 220.

            2.   Definitions

                 The  following  words  or  terms  used  herein  shall  have the
following meanings:

                 (a)  'Administrator: -- means CSX Corporation

                     (i) Prior to a Change of Control,  the Administrator  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 of the Plan.

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

                     (iii)  The  Administrator  shall  have  sole  and  absolute
                 discretion to interpret the Plan and determine  eligibility for
                 and  benefits   hereunder.   Decisions  of  the   Administrator
                 regarding  participation  in and the  calculation  of  benefits
                 under the Plan shall at all times be binding and  conclusive on
                 Participants, their beneficiaries, heirs and assigns.

                     (iv)  Notwithstanding  subsection (iii) above,  following a
                 Change   of   Control,   final   benefit   determinations   for
                 Participants,  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
                 judgment and absolute discretion.

                 (b)  'Benefits Trust Committee'  --   means    the    committee
                       -------------------------  established  pursuant  to  the
                      CSX   Corporation   and   Affiliated   Companies  Benefits
                      Assurance  Trust document.

                 (c) 'Board' -- means the Board of Directors of CSX

                 (d)  'Change of Control' -- means any of the following:

                     (i) Stock Acquisition.  The acquisition, by any individual,
                 entity or group  [within  the  meaning of Section  13(d)(3)  or
                 14(d)(2) of the  Securities  Exchange  Act of 1934,  as amended
                 (the  'Exchange  Act')](a  'Person')  of  beneficial  ownership
                 (within  the  meaning  of  Rule  13d-3  promulgated  under  the
                 Exchange Act) of 20% or more of either (A) the then outstanding
                 shares of common  stock of the  Corporation  (the  'Outstanding
                 Corporation Common Stock'), or (B) 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(i), the following
                 acquisitions shall not constitute a Change of Control:  (A) any
                 acquisition directly from the Corporation;  (B) any acquisition
                 by the Corporation; (C) any acquisition by any employee benefit
                 plan  (or  related  trust)   sponsored  or  maintained  by  the
                 Corporation or any corporation  controlled by the  Corporation;
                 or  (D)  any  acquisition  by  any  corporation  pursuant  to a
                 transaction  which  complies  with  clauses (A), (B) and (C) of
                 subsection (iii) of this Section 2(d); or

                     (ii) Board  Composition.  Individuals  who,  as of the date
                 hereof,  constitute  the  Board of  Directors  (the  'Incumbent
                 Board')  cease for any reason to constitute at least a majority
                 of  the  Board  of  Directors;   provided,  however,  that  any
                 individual  becoming a director  subsequent  to the date hereof
                 whose election or nomination for election by the  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

                     (iii) 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:

                          (A)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  Stock  and  Outstanding
                     Corporation Voting Securities, as the case may be;

                          (B)no Person (excluding any corporation resulting from
                     such Business  Combination or any employee benefit plan (or
                     related  trust)  of the  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

                          (C)at  least a majority of the members of the board of
                     directors  resulting  from such Business  Combination  were
                     members of the Incumbent Board at the time of the execution
                     of the initial agreement,  or of the action of the Board of
                     Directors, providing for such Business Combination; or

                     (iv)  Regulated  Business  Combination.   Approval  by  the
                 shareholders of the 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 (A), (B) and (C) of
                 subsection (iii) of this Section 2(d); or

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

                 (e)  'CSX' or 'Corporation' -- means CSX Corporation

                 (f)  'CSX's Accountants' -- means the independent  accountants,
                      actuaries,   benefits  consulting  firm  or  other  entity
                      engaged  by  CSX  to  provide   Participant's   accounting
                      services for the Plan and, if selected or changed
                      following a Change of Control,
                      approved by the Benefits Trust Committee.

                 (g)  'Director's Fees' -- means any  compensation,  whether for
                      Board  meetings or for  Committee  meetings or  otherwise,
                      earned  by a  Member  for  services  rendered  as a Member
                      during a particular  calendar year in which he has elected
                      to be a Participant

                 (h) 'Member' -- means any person duly elected to the Board

                 (i) 'Participant' -- means any Member who elects to participate
                     in the Plan

                 (j) 'Plan' --  means  Corporate  Director Deferred Compensation
                     Plan

                 (k) 'Secretary' -- means the Corporate Secretary of CSX

                 (l)  'Trust'  -- means  the  trust  created  under  the CSX and
                      Affiliated Companies Benefits Assurance Trust Agreement or
                      a grantor  trust or trusts  established  by CSX which will
                      substantially conform to the terms of the Internal Revenue
                      Service  model  trust as  described  in Revenue  Procedure
                      92-64,  1992-2 C.B. 422. Except as provided in Section 10,
                      CSX is not  obligated  to  make  any  contribution  to the
                      Trust.

                 (m)  'Valuation  Date' -- means  the last day of each  calendar
                      quarter  and such other dates as the  Administrator  deems
                      necessary  or  appropriate  to  value  the   Participants'
                      benefits under this Plan.  However,  following a Change of
                      Control,  the selection of a Valuation Date other than the
                      last day of each calendar  quarter shall be subject to the
                      approval of the Benefits Trust Committee.

            In any  instance in which the male gender is used  herein,  it shall
also include persons of the female gender in appropriate circumstances.

            3.   Merger Provisions

                 Any person who was a Participant under the Chessie System, Inc.
Corporate Director Deferred Compensation Plan or who was a director and had made
an election under the Seaboard Coast Line Industries,  Inc.  Nonfunded  Deferred
Compensation Plan for Directors shall  automatically  become a Participant under
this Plan effective upon the merger of Chessie  System,  Inc. and Seaboard Coast
Line Industries, Inc. into the Corporation, provided that such a person shall be
a Member as defined in this Plan.

                 Director's  Fees  deferred  previously  under  the terms of the
aforesaid  director  deferred  compensation  plans of Chessie  System,  Inc. and
Seaboard  Coast Line  Industries,  Inc.  shall  remain  subject to the terms and
conditions  respectively provided therein, and the terms of this Plan shall only
govern as to  Director's  Fees  earned on and after the date of merger  into the
Corporation.

            4.   Participation

                 A Member  may become a  Participant  for any  calendar  year by
filing a written  Election to  Participate  in the Plan with the  Secretary  not
later than December 31 immediately  prior to the year in which  Director's  Fees
are to be earned.  Following a Change of Control,  all Elections to  Participate
are subject to the approval of the Benefits Trust Committee.

                 An Election to  Participate  may be made with respect to all or
any part of  Director's  Fees to be earned  for any year or years to which  such
Election to Participate may relate.

                 An  Election  to  Participate,   once  filed,  shall  apply  to
Director's Fees earned in subsequent years in which a Participant shall serve as
a Member, unless amended or revoked by written request to the Secretary.

                 Any person who becomes a Member and who was not a Member on the
preceding  December 31 may file an Election to Participate  before his term as a
Member begins.

            5.   Deferral of Director's Fees

                 CSX  shall,  during  any  year in  which a  Participant  has an
Election to Participate  on file with the Secretary,  withhold and defer payment
of all or any specified part of Participant's Director's Fees in accordance with
his Election to  Participate.  Prior to the beginning of any year, a Participant
can elect to have all or any  portion of the  amounts  withheld,  including  all
earnings thereon, or to be withheld,  credited to an  interest-accruing  account
('Interest  Account')  and/or  to  an  enhanced  interest-accruing  account  for
calendar years 1986, 1987, 1989 and 1990 ('Enhanced Interest  Account'),  and/or
to a CSX Phantom Stock Account ('Stock Account').  Such deferral election can be
made or changed before the beginning of any year.

                 Interest shall accrue on the Interest Account from the date the
deferred  Director's Fee would otherwise have been paid to the Participant until
it is actually paid, such interest to be credited to the  Participant's  account
and  compounded  quarterly  at the end of each  calendar  quarter.  The  rate of
interest will be reviewed periodically, provided, however, following a Change of
Control,  any change in the rate of interest  is subject to the  approval of the
Benefits Trust Committee.

                 Interest shall accrue on the Enhanced Interest Account from the
first day of the month  following the deferral and shall compound  thereafter at
an annual rate of 16% until all amounts are finally paid to the Participant.

                 Credits to the Stock  Account  shall be in full and  fractional
units  based on the  closing  price for CSX common  stock as reported on the New
York  Stock  Exchange  Composite  Listing  ('NYSE')  on the date the fees  would
otherwise have been paid to the Participant. Dividends shall be credited in full
and fractional  units to the account based on the number of units in the account
on the record  date and  calculated  based on the  closing  price for CSX common
stock on the dividend payment date.

                 A Participant, while a Member, may elect prior to the beginning
of any year to transfer all or any portion of amounts  deferred,  including  all
earnings thereon,  to an Enhanced Interest Account, an Interest Account and/or a
Stock  Account,  provided,  however,  that no  transfer  may be  made  out of an
Enhanced Interest Account.

            6.   Distribution of Deferred Director's Fees

                 Amounts  deferred  under the Plan and  credited  to an Interest
Account  or  Stock  Account  shall  be  distributed  to a  Participant  from the
account(s)  maintained  in respect of his account in a lump sum at the beginning
of the year  following  the year in which a  Participant  ceases to be a Member,
unless he shall elect  installments  as provided  below.  Amounts  deferred  and
credited  to  an  Enhanced   Interest  Account  shall  be  distributed  over  an
installment period elected by the Participant.

                 The value of a Participant's  Interest Account shall be the sum
of amounts deferred and all interest  accrued thereon.  The value of an Enhanced
Interest  Account shall be the sum of amounts  deferred and all interest accrued
thereon.  The  value of a Stock  Account  shall be the  value of the  units in a
Participant's  account  based  on the  closing  price  for CSX  common  stock as
reported on the NYSE on the last business day of the year in which a Participant
ceases to be a Member, unless he shall elect annual or quarterly installments as
provided  below.  The value of a Stock  Account will  fluctuate in value in line
with the fluctuation in the price of CSX common stock. There can be no assurance
on the market value of the phantom units either at the time of acquisition or at
any time during the  distribution  period,  nor can there be any assurance as to
the continuation of dividends.

                 Distribution  of Deferred  amounts  shall begin with either the
first  day of the  calendar  year  immediately  following  the  year in  which a
Participant  shall cease to be a Member for any reason other than death,  or the
first  day of the  calendar  year  immediately  following  the  year in  which a
Participant  shall cease to be a Member and shall have  attained  age 65, as the
Member may elect.

                 If  installment  payments  are  elected  for  Interest or Stock
Accounts,  payments shall be made, as the Participant may elect,  for either (a)
five years, (b) ten years, or (c) any other designated period which shall be not
less than the period he was a  Participant  nor exceed ten years.  For  Enhanced
Interest  Accounts,  the Participant may elect to receive payments over (a) five
years, (b) ten years, or (c) fifteen years.

                 For Interest Accounts and Stock Accounts, installments shall be
on an annual or  quarterly  basis as the Member  may  elect.  The amount of each
installment  shall be determined by multiplying  the value of the  Participant's
account at the end of the calendar quarter immediately preceding the installment
date by a fraction,  the numerator of which shall be one (1) and the denominator
of which shall be the number of installment  payments over which payment of such
amount is to be made, less the number of installment payments theretofore made.

                 For  Enhanced  Interest  Accounts,  payments  shall be in level
installments on a monthly basis over the number of years (five, ten, or fifteen)
as elected by the Member.

                 The  elections  provided  in this  Section  6 shall  be made in
writing in a  Participant's  Election to Participate and shall be subject to all
other  provisions of the Plan relating thereto and to the deferral of receipt of
Director's Fees.

                 In the event a Participant shall die while he is a Member,  the
amount appearing as the credit balance of his account, or the value of the units
in his  Stock  Account,  shall  be paid in  either  a lump  sum or  installments
(consistent  with the  election  made by the  Participant  as  described in this
Section 6) to his Designated  Beneficiary.  Each  Participant  may file with the
Secretary a Designation of Beneficiary for this purpose.

                 In the  event a  Participant  shall die after he ceases to be a
Member and before he has received complete  distribution  from his account,  any
credit balance of his account,  including interest, or the value of the units in
his Stock Account,  shall be paid to his Designated  Beneficiary consistent with
the election made by the Participant as described in this Section 6.

                 In the  event a  Participant  shall not file a  Designation  of
Beneficiary,  or his Designated  Beneficiary is not living at the  Participant's
death, the balance credited to his account, including interest, shall be paid in
full to his estate not later than the tenth day of the calendar  year  following
his date of death.

            7.   Death Benefit

                 For  Participants  electing to have  deferred  Director's  Fees
credited to an Enhanced Interest Account who die while a Member, a death benefit
equal to the greater of three times the amount of  Director's  Fees  deferred or
the amount of Director's Fees deferred plus accumulated interest will be paid to
the Member's  Designated  Beneficiary.  For Participants in an Enhanced Interest
Account  who die after  ceasing  to be a Member,  a lump sum  death  benefit  of
$10,000 will be paid to the  Designated  Beneficiary.  This death  benefit shall
apply only to Director's  Fees deferred  after  December 31, 1985 and which have
been  credited to an Enhanced  Interest  Account.  This death  benefit shall not
apply to any  amounts  credited  to an  Enhanced  Interest  Account by reason of
transfer from an Interest Account and/or a Stock Account.

                 In the  event a  Participant  shall not file a  Designation  of
Beneficiary,  or the Designated  Beneficiary is not living at the  Participant's
death, the death benefit shall be paid to the Participant's estate.

            8.   Amendment or Termination of Election to Participate

                 A   Participant   may  amend  or  terminate   his  Election  to
Participate by written  request to the Secretary,  which shall become  effective
for the calendar year following the year in which his request is made; provided,
however,  that no  amendment  shall  be  made  to  contravene  the  deferral  of
Director's Fees previously made under the provisions of this Plan.

                 In the event a Participant amends or terminates his Election to
Participate  and  remains a Member,  he shall not be  entitled  to  receive  any
distribution from his account until he ceases to be a Member,  and distributions
shall be made only as provided in Section 6 of this Plan.

            9.   Obligation of CSX

                 This Plan  shall be  unfunded  and  credits  to the  memorandum
account(s) of each Participant shall not be set apart for him nor otherwise made
available  so that he may draw upon it at any time,  except as  provided in this
Plan.  Neither any  Participant  nor his Designated  Beneficiary  shall have any
right,  title,  or interest in such credits or any claim against them.  Payments
may only be made at such  times and in the  manner  expressly  provided  in this
Plan. CSX's contractual obligation is to make the payments when due. No notes or
security for the payment of any Participant's account shall be issued by CSX.

            10.  Change of Control

                 10.1 If a Change of Control  has  occurred,  the  Administrator
            shall cause CSX to  contribute  to the Trust,  within 7 days of such
            Change  of  Control,  a lump  sum  payment  equal  to  the  unfunded
            aggregate value of the amount each Participant  would be eligible to
            receive  (determined  under 10.2  below) as of the latest  Valuation
            Date  coinciding  with or preceding the date of Change of Control 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 10 shall be determined by CSX's Accountants
            after  consultation  with the  entity  then  maintaining  the Plan's
            records.  Thereafter,  CSX's Accountants shall annually determine as
            of a Valuation  Date for each  Participant  not receiving a lump sum
            payment pursuant to Section 10.2,  below, the amounts which would be
            payable under such  subsection  were a Change of Control to occur at
            the date of such determination.  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 CSX's Accountants,  CSX shall make a
            lump sum  contribution to the Trust equal to the  difference.  In no
            event,  however,  shall the Company's  contribution  to the Trust be
            less than the amount that would have been  contributed  thereto with
            respect  to  liabilities  relating  to the Plan  (including  related
            administrative and investment expenses), pursuant to and at the time
            and in the manner provided under Section 1(h) of the Trust.

            10.2 In the event a Change of Control has  occurred,  the trustee of
            the Trust  shall,  within  45days of such Change of Control,  pay to
            each Participant not making an election under 10.3 below, a lump sum
            payment equal to the amount the Participant would have been entitled
            to receive  determined  under Section 6 had he ceased to be a Member
            and  selected  an  immediate  lump sum  payment.  The amount of each
            Participant's   lump  sum  payment  shall  be  determined  by  CSX's
            Accountants.

                10.3 Each Participant may elect in a time and manner  determined
            by the  Administrator  but in no event later than December 31, 1996,
            or the  occurrence  of a Change  of  Control,  if  earlier,  to have
            amounts and benefits  determined  and payable under the terms of the
            Plan as if a Change of Control had not occurred. New Participants in
            the  Plan  may  elect  in  a  time  and  manner  determined  by  the
            Administrator,  but in no event later than 90 days after  becoming a
            Participant,  to have  amounts and benefits  determined  and payable
            under  the  terms  of the  Plan as if a Change  of  Control  had not
            occurred.  A Participant  who has made an election,  as set forth in
            the two preceding sentences, may, at any time and from time to time,
            change that election;  provided,  however, a change of election that
            is made within one year of a Change of Control shall be invalid.

                10.4 Notwithstanding  anything in the Plan to the contrary, each
            Participant who has made an election under Section 10.3,  above, may
            elect  within 90 days  following a Change of Control,  in a time and
            manner  determined  by the  Administrator,  to  receive  a lump  sum
            payment  calculated under the provisions of 10.3, above,  determined
            as of the Valuation Date next  preceding  such payment,  except that
            such  calculated  amount  shall be reduced by 5% and such  reduction
            shall  be   irrevocably   forfeited  to  CSX  by  the   Participant.
            Furthermore,  as a result of such election, the Participant shall no
            longer be eligible to  participate  or  otherwise  benefit  from the
            Plan.  Payments under this Section 10.4 shall be made not later than
            7 days following receipt by CSX of the Participant's  election.  The
            Administrator  shall, no later than 7 days after a Change of Control
            has occurred, give written notification to each Participant eligible
            to make an  election  under  this  Section  10.4,  that a Change  of
            Control  has  occurred  and  informing   such   Participant  of  the
            availability of the election.

            11.  Claims Against Participant's Account

                 No credits to the  account of any  Participant  under this Plan
shall be subject  in any manner to  anticipation,  alienation,  sale,  transfer,
assignment,  pledge,  encumbrance,  or charge, and any attempt to do so shall be
void.  Nor shall any credit be subject to  attachment or legal process for debts
or other obligations.  Nothing contained in this Plan shall give any Participant
any interest,  lien, or claim against any specific  asset of CSX. No Participant
or his  Designated  Beneficiary  shall have any  rights  other than as a general
creditor of CSX.

            12.  Competition by Participant

                 In the event a Participant  ceases to be a Member and becomes a
proprietor,   officer,  partner,   employee,   director,  or  otherwise  becomes
affiliated with any business that is in competition  with the  Corporation,  the
entire balance credited to his account,  including interest, or the value of the
units in his Stock Account, if prior to a Change of Control, may, if directed by
the  Board in its sole  discretion,  be paid  immediately  to him in a lump sum.
Following  a Change of  Control,  such a decision by the Board is subject to the
approval of the Benefits Trust Committee.

            13.  Payment of Credit Balance to Participant's Account

                 Notwithstanding  anything  herein to the  contrary,  prior to a
Change of Control,  the Board may, in its sole  discretion,  direct payment in a
lump  sum,  of any or all of the  credit  balance  appearing  at the time in the
account of a Participant, and/or of the value of the units in his Stock Account.
Following  a Change of  Control,  such  action by the  Board is  subject  to the
approval of the Benefits Trust Committee.

                 Further,  the  obligations  of CSX  and  the  benefit  due  any
Participant  or  Designated  Beneficiary  under the Plan shall be reduced by any
amount  received in regard thereto under the Trust or any similar trust or other
vehicle.

            14.  Joint and Several Obligation

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

            15.  Amendment or Termination

                 Prior  to a  Change  of  Control,  this  Plan  may be  altered,
amended,   suspended,   or  terminated  at  any  time  by  the  Board,   on  the
recommendation of the Compensation  Committee of the Board,  provided,  however,
that no alteration,  amendment, suspension, or termination shall be made to this
Plan which would result in the  distribution of amounts credited to the accounts
of all  Participants  in any manner  other than is provided in this Plan without
the consent of all Participants.