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Published: 2008-03-26

Employment Agreement - CSX Corp. and John W. Snow



                        AMENDMENT TO EMPLOYMENT AGREEMENT
                        ---------------------------------


               AMENDMENT, dated this 17th day of April, 1997, by and between CSX
CORPORATION,  a  Virginia  corporation  (the  'Company')  and John W.  Snow (the
'Executive').

               WHEREAS  the  Company  and  the   Executive  are  parties  to  an
Employment  Agreement  dated  as  of  the  first  day  of  February,  1995  (the
'Agreement');

               WHEREAS  the  Company  and the  Executive  desire  to  amend  the
Agreement  to deal  appropriately  with  the  transactions  contemplated  by the
Agreement  and  Plan of  Merger  by and  among  Conrail,  Inc.,  a  Pennsylvania
corporation,  Green  Acquisition  Corp.,  a  Pennsylvania  corporation,  and the
Company dated as of October 14, 1996, as subsequently amended.

               NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

               1.     Section 2 of the  Agreement  is amended  by  adding a  new
clause f. at the end thereof to read in its entirety as follows:

                      'f. Final  Regulatory  Action (as defined in Section 3.b.)
        approving  the  merger  (the  'Conrail  Merger')   contemplated  by  the
        Agreement and Plan of Merger by and among Conrail,  Inc., a Pennsylvania
        corporation,  Green Acquisition Corporation, a Pennsylvania corporation,
        and the Company dated as of October 14, 1996, as subsequently amended.'

               2. Section 5.c. of the  Agreement is amended so that clause (iii)
shall read in its entirety as follows:

                      'other  than  in the  case  of  the  Conrail  Merger,  the
        Company's  requiring the Executive to be based at any office or location
        other than as provided in Section  4(a) (i) (B) hereof or the  Company's
        requiring the Executive to travel on Company business to a substantially
        greater extent than required immediately prior to the Effective Date;'

               3. Section 5.c. of the  Agreement is further  amended by adding a
new  clause  (iii) at the end of the final  paragraph  thereof,  and such  final
paragraph of Section 5.c. shall read in its entirety as follows:

                      'Anything    in   this    Agreement    to   the   contrary
        notwithstanding,  a termination by the Executive for any reason shall be
        deemed to be a  termination  for Good  Reason for all  purposes  of this
        Agreement  if such  termination  occurs  (i) in the case of a Change  of
        Control that is not a Regulated Business Combination,  during the 30-day
        period  immediately  following  the first  anniversary  of the Effective
        Date,  (ii) in the  case of a  Change  of  Control  that is a  Regulated
        Business  Combination  consummated  pursuant to Final Regulatory Action,
        during the 30-day period immediately  following the first anniversary of
        the Final Regulatory Action (it being understood that the Executive will
        have no rights  under this  paragraph in the case of a Change of Control
        that is a Regulated Business Combination (x) denied by the Agency or (y)
        for any other reason not consummated within one year of Final Regulatory
        Action,  or (iii) in the case of the Conrail  Merger,  during the 30-day
        period  immediately  following  the  second  anniversary  of  the  Final
        Regulatory Action approving the Conrail Merger.'

               4. The  Agreement  shall  remain in full  force and effect in all
other respects.  The Executive  acknowledges  that this Amendment does not alter
the Executive's rights under any other plan,  policy or  program of the Company,
and the  Conrail Merger shall not  constitute a Change of Control under any such
plan, program or policy.

               IN  WITNESS   WHEREOF,   the   Executive  has  hereunto  set  the
Executive's hand and, pursuant to the authorization from its Board of Directors,
the  Company as caused  these  presents  to be  executed  in its name and on its
behalf, all as of the day and year first above written.



                                            -----------------------------
                                            John W. Snow

                                            CSX CORPORATION



                                            -----------------------------
                                        By: Mark G. Aron
                                            Executive Vice President-Law 
                                              and Public Affairs