Market Value Cash Plan - CSX Corp.


                           CSX MARKET VALUE CASH PLAN


1.       Purpose

The CSX  Market  Value  Cash Plan (the  'Plan')  is  established  to  compensate
employees   of  the   Company  or  a   Subsidiary   who,   by  virtue  of  their
responsibilities  or  positions,  are most  likely  to have the  opportunity  to
enhance long-term  performance of the Company and shareholder value. The Company
believes that  compensation  programs tied to the value of the Company's  common
stock  stimulate the efforts of those employees upon whose judgment and interest
the Company is and will be largely  dependent for the successful  conduct of its
business and will further the identification of those employees'  interests with
those of the Company's shareholders.


2.      Definitions

Unless the context clearly indicates to the contrary, the singular shall include
the plural and the masculine shall include the feminine.

As used in the Plan, the following terms have the indicated meanings:

        (a) 'Agreement'  means a Special Award Agreement made by and between the
        Company and a Participant pursuant to the Plan.

        (b) 'Business Day' means, if relevant to a determination of the value of
        Company  Stock,  a day on which shares of Company  Stock are or could be
        traded on the New York Stock Exchange.

        (c) 'Cash Value  Amount' means an amount  payable to a Participant  upon
        the Company  Stock  achieving or being deemed to have  achieved a Market
        Price Threshold pursuant to Paragraphs 3(b) or 4(d) of the Plan.

        (d)  'Cause'  means  a  Participant's:  (i)  act  or  acts  of  personal
        dishonesty intended to result in substantial  personal enrichment at the
        expense of the Company or a Subsidiary;  (ii) repeated violations of the
        Participant's   responsibilities  which  are  demonstrably  willful  and
        deliberate  and which are not  remedied in a  reasonable  period of time
        after  receipt of written  notice from the Company or a  Subsidiary;  or
        (iii) conviction of a felony involving moral turpitude.

        (e) 'Change of Control' means any of the following:

               (i)    Stock Acquisition.  The acquisition, by   any  individual,
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                      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
                      Company (the 'Outstanding Company  Common  Stock'), or (B)
                      the combined  voting power of the then outstanding  voting
                      securities  of   the   Company  entitled to vote generally
                      in   the   election  of   directors    (the   'Outstanding
                      Company  Voting Securities');  provided, however, that for
                      purposes  of   this   subparagraph   (i),  the   following
                      acquisitions  shall  not  constitute  a Change of Control:
                      (A) any


                      acquisition directly from the Company;(B)  any acquisition
                      by the Company;(C) any acquisition by any employee benefit
                      plan (or related  trust)  sponsored or   maintained by the
                      Company or any corporation controlled by  the Company;  or
                      (D) any  acquisition  by  any  corporation   pursuant to a
                      transaction which complies with  clauses (A),  (B) and (C)
                      of subparagraph (iii) of this Paragraph 2(e);  or

               (ii)   Board  Composition.  Individuals  who, as of the effective
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                      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  that date whose  election or nomination for
                      election by  the Company'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
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                      Company of a reorganization, merger, consolidation or sale
                      or other  disposition  of all  or substantially all of the
                      assets of the Company or its principal subsidiary  that is
                      not  subject,  as  a  matter   of  law  or   contract,  to
                      approval  by   the  Surface  Transportation Board  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  Company Common
                             Stock and  Outstanding  Company  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 Company or its  principal
                             subsidiary  or  all  or  substantially  all  of the
                             assets  of the Company 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 Company
                             Common  Stock   and   Outstanding  Company   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  Company 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

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                             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 Company 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 subparagraph (iii) of this Paragraph 2(e); or

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

        (f)  'Committee'  means  the  Compensation  Committee  of the  Board  of
        Directors of the Company.

        (g) 'Company' means CSX Corporation.

        (h)  'Company  Stock'  means the common stock of the Company and rights,
        options or warrants for the purchase of  securities of the Company which
        may be issued with shares of common stock  pursuant and subject to plans
        or agreements adopted or entered into from time to time by the Company.

        (i)  'Deferral  Election'  shall have the meaning set forth in Paragraph
        3(d).

        (j) 'Disability' means the inability to perform the services for which a
        Participant was employed as a result of a physical or mental  impediment
        entitling the  Participant  to begin  receiving  benefits  under the CSX
        Salary Continuation and Long-Term Disability Plan.

        (k) 'IRC' means the Internal Revenue Code of 1986 as amended.

        (l) 'Market  Price' means the average of the high and the low price of a
        share of Company Stock on the New York Stock Exchange (or the average of
        the bid and asked  prices if there were no sales) on any Business Day as
        reported in The Wall Street Journal.

        (m) 'Market  Price  Threshold'  shall  have  the  meaning  set  forth in
        Paragraph 3(b).

        (n) 'Payment Date' shall  have  the meaning set forth in Paragraph 3(c).

        (o) 'Purchase Loan' means an extension of credit to a Participant by the
        Company  to  purchase  shares of  Company  Stock,  evidenced  by a Stock
        Purchase  Pledge and Loan Agreement made by and between the  Participant
        and the Company pursuant to the CSX Corporation  Stock Purchase and Loan
        Plan.

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        (p) 'Retirement' means termination of employment (for reasons other than
        Cause)  (i) at or after  age 65,  or (ii)  after age 55 with at least 10
        years of service with the Company and/or a Subsidiary.

        (q) 'Subsidiary'  means a corporation more than 50% of the voting shares
        of which are owned directly or indirectly by the Company.

        (r) 'Supplementary  Savings  Plan' means the  Supplementary  Savings and
        Incentive Award Deferral Plan for Eligible Executives of CSX Corporation
        and Affiliated Companies, as amended from time to time.

        (s) 'Table' means the table of Market Price Thresholds and corresponding
        Cash  Value  Amounts  as set forth in an  Agreement  for the  purpose of
        determining the value of a Unit.

        (t) 'Unit'  means  an  interest  in the Plan  that may be  granted  to a
        Participant pursuant to Paragraph 3(a).


3.      Units; Cash Value Amount

        (a) The Company  may, in an Agreement  made  pursuant to this CSX Market
        Value Cash Plan and  subject to the  approval  of the  Committee,  grant
        Units to a Participant.

        (b) If at any time after the Effective Date of an Agreement and prior to
        January 1, 2003, the Market Price of the Company Stock equals or exceeds
        one of the amounts specified as a Market Price Threshold in the Table (a
        'Market  Price  Threshold')  for a period of  fifteen  (15)  consecutive
        Business  Days,  the Market Price  Threshold  will be achieved and, with
        respect to each such Market  Price  Threshold,  the  corresponding  Cash
        Value  Amount  specified  in  the  Table  for  each  Unit  held  by  the
        Participant  shall be payable to the  Participant.  Once a Market  Price
        Threshold has been  achieved or deemed to have been achieved  during the
        term of an Agreement with respect to a  Participant,  it shall not again
        be achieved or deemed to be achieved  during such term of the  Agreement
        with respect to such Participant.

        (c) Unless a valid  Deferral  Election  has been made as provided for in
        Paragraph  3(d),  Cash Value Amounts will be paid to the  Participant as
        soon as  practicable  following  the  month in which  the  corresponding
        Market Price Threshold is achieved (the 'Payment Date').

        (d) If a Participant  is eligible to  participate  in the  Supplementary
        Savings Plan, with respect to a specified calendar year, the Participant
        may elect in  writing,  on forms  provided  by the  Committee,  to defer
        payment of any Cash Value Amounts which would  otherwise  become payable
        as a result of any  Market  Price  Threshold  which is  achieved  (or is
        deemed to be achieved under  Paragraph  4(d)) in such calendar year (the
        'Deferral  Election').   Deferral  Elections  must  be  filed  with  the
        Committee  prior to the  beginning  of the  calendar  year to which they
        relate and will be  irrevocable as of the first day of the calendar year
        to which they relate.  Cash Value Amounts shall be deferred  pursuant to
        the Supplementary Savings Plan, shall be credited on the Payment Date to
        an account  therein,  and shall be payable at the time and in the manner
        provided for under the Supplementary  Savings Plan;  provided,  however,
        that  except in the case of death,  Disability  or Change of  Control as
        defined  in  the  Plan,  the   Participant   may  not  begin   receiving
        distributions  from his account prior to January 1, 2005. Nothing in the
        Plan or

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        an Agreement  shall  grant  a  Participant any right to participate   in
        the Supplementary Savings Plan.

4.      Termination of Employment; Change of Control

If, after the  Effective  Date of an  Agreement  and prior to January 1, 2003, a
Participant's  employment  terminates  for any  reason,  or a Change of  Control
occurs, the following provisions shall apply  notwithstanding any other terms in
the Agreement to the contrary:

        (a) Death, Disability or Retirement. If the Participant's termination of
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        employment  results  from  his  death,  Disability  or  Retirement,  the
        Participant  shall cease to accrue  benefits under  Paragraphs  3(b) and
        4(d) of the Plan on the date  which is the  earlier  of three  (3) years
        following said termination of employment or December 31, 2002.

        (b)  Voluntary  or  Involuntary   Termination.   If  the   Participant's
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        termination  of  employment  is either  voluntary  or  involuntary,  the
        Participant  shall cease to accrue  benefits under  Paragraphs  3(b) and
        4(d) of the Plan immediately upon said termination of employment.

        (c) Divisive Transaction.  If the Participant's  employer ceases to be a
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        Subsidiary or if there is a sale of substantially all of the assets of a
        Subsidiary which is the  Participant's  employer,  the Participant shall
        cease to  accrue  benefits  under  Paragraphs  3(b) and 4(d) of the Plan
        immediately upon the closing of such divisive transaction. The foregoing
        shall apply  whether or not the  Participant  continues in the employ of
        such Subsidiary but shall not apply should the  Participant  continue in
        the employ of the Company or another Subsidiary not part of the divisive
        transaction.

        (d) Change of Control.  If, after the Effective Date of an Agreement and
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        prior to January 1, 2003,  a Change of Control  occurs,  for purposes of
        Paragraph 3(b) all Market Price  Thresholds shall be deemed to have been
        achieved;  the  Payment  Date  shall  be a date,  as  determined  by the
        Committee,  not later than  ninety  (90) days  following  said Change of
        Control,  unless a valid Deferral Election has been made as provided for
        in  Paragraph  3(d),  in which  case,  with  respect to those Cash Value
        Amounts subject to such Deferral  Election,  the Payment Date shall be a
        date not later than seven (7) days following said Change of Control; and
        the Participant shall cease to accrue benefits under Paragraphs 3(b) and
        4(d) of the Plan immediately  after the later of the applicable  Payment
        Dates.

        (e) Certain Terms of  Agreements.  Notwithstanding  any provision of the
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        Plan to the contrary,  in the discretion of the Committee,  an Agreement
        may  provide,  to the extent  deemed  appropriate  by the  Committee  to
        eliminate or reduce the  applicability or impact of Sections 280G and/or
        4999 of the IRC, for a reduction of any benefit under the Plan.


5.      Miscellaneous

        (a)  Administration  of the Plan. The Committee shall be responsible for
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        administering  the  Plan  and  shall  have the  power  to  construe  and
        interpret the Plan. The Committee may appoint such agents,  who need not
        be members of the Committee and who may be employees of the Company or a
        Subsidiary,  as it may deem  necessary for the effective  performance of
        its  duties,  and may  delegate to such agents such powers and duties as
        the Committee may deem  appropriate

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        and that are not inconsistent with the intent of the Plan. A decision of
        the  Committee  shall be final and conclusive on all persons,  except to
        the extent  otherwise  provided by law.

        (b) Term of the Plan.  The Plan  became  effective  on  October 7, 1998.
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        Unless  extended,  amended or  terminated  by action of the Committee as
        provided for in subparagraph  (c) below, the Plan shall remain in effect
        until December 31, 2002, and shall  terminate on that date. No new Units
        shall be granted after the termination  date;  provided,  however,  that
        Agreements  entered into before  termination of the Plan shall remain in
        effect in accordance with their terms.

        (c) Termination and Modification.  The Plan may be extended,  amended or
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        terminated  at any  time  by  action  of the  Committee.  An  extension,
        amendment or termination of the Plan shall not,  without  consent of the
        affected  Participant,  adversely impact a Participant's rights under an
        Agreement previously made pursuant to the Plan.

        (d) Notices. All notices,  requests and other communications required or
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        permitted  to be given  under the Plan shall be in writing  and shall be
        deemed to have been duly given if delivered  personally  or mailed first
        class,  postage  prepaid  as  follows:  (i)  if to the  Company,  at its
        principal business address to the attention of the Corporate  Secretary;
        (ii) if to any Participant, at the last address of the Participant known
        to the sender at the time the notice or communication is sent.

        (e) No  Contract  for  Employment.  The  existence  of the Plan does not
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        constitute a contract for continued employment between a Participant and
        the Company or its Subsidiaries.

        (f)  Unsecured  Creditor;  Non-Alienation.  The rights of a  Participant
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        under  the Plan and  Agreement  shall be  solely  those of an  unsecured
        creditor of the Company and the Company's  promise to pay benefits under
        an  Agreement  entered  into  pursuant  to the Plan shall be an unfunded
        promise.  A  Participant's  right  to  benefits  under  the  Plan and an
        Agreement   shall  not  be  subject  in  any  manner  to   anticipation,
        alienation, sale, transfer, assignment, pledge, encumbrance,  attachment
        or garnishment by the Participant's creditors.

        (g)  Governing  Law.  The  terms of the Plan  shall be  governed  by and
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        construed in accordance with the laws of the Commonwealth of Virginia.

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