Restricted Stock Award Agreement - CSX Corp. and Michael J. Ward


                       RESTRICTED STOCK AWARD AGREEMENT
                       --------------------------------

          THIS AGREEMENT is made and entered into as of February 13, 2001, by
and between CSX CORPORATION ("CSX"), a Virginia corporation, and MICHAEL J. WARD
(the "Recipient").

          WHEREAS, CSX and Recipient have agreed that Recipient shall continue
to be employed by CSX pursuant to a Special Employment Agreement dated as of
February 13, 2001 (the "Employment Agreement"), and CSX wishes to create a
further incentive for Recipient to remain as an employee of CSX.  Capitalized
terms used in this agreement and not defined herein shall have the meaning
ascribed to them in the Employment Agreement.

          NOW, THEREFORE, in consideration of their mutual promises and
undertakings, CSX and Recipient mutually agree as follows:

          1.   In consideration for Recipient's agreement to remain an active
employee of CSX or an Affiliate, continuously, during the Term of the Employment
Agreement (as defined therein) (the "Employment Period"), the Recipient shall,
as of February 13, 2001 (the "Grant Date"), receive a grant of 165,000 shares of
restricted CSX Corporation common stock, $1 par value (the "Restricted Stock")
under CSX's Omnibus Incentive Plan (the "Plan"), the provisions of which are
hereby incorporated by reference. (In the event of any conflict between this
Agreement and the Plan, this Agreement shall control.) All or a portion of the
Restricted Stock shall vest, and the restrictions applicable to such shares of
Restricted Stock hereunder shall be lifted, on the date that is the "Vesting
Date," as provided below in this Agreement. Except as provided otherwise below,
the Vesting Date for all of the Restricted Stock shall be February 12, 2006. CSX
shall pay to Recipient an amount equal to dividends declared and payable on each
of the shares of Restricted Stock from February 13, 2001, through the Vesting
Date for such shares or the date on which it is forfeited, as applicable, net of
applicable withholding taxes, as and when such dividends are paid to CSX
shareholders generally.

          2.   (a) Except as set forth below in this Section 2, if Recipient's
employment with CSX terminates for any reason before the end of the Employment
Period, Recipient shall forfeit the Restricted Stock, this Agreement shall
become null and void, and CSX shall have no obligation as to vesting of any of
the Restricted Stock and payment of any further monies pursuant to Paragraph 1
of this Agreement.

          (b) In the event of a termination of Recipient's employment before the
end of the Employment Period by reason of Recipient's death or Disability (as
defined in the Employment Agreement), by CSX without Cause or by Recipient for
Good Reason pursuant to the Employment Agreement, the Date of Termination shall
be the Vesting Date with respect to a number of shares of Restricted Stock
determined by the following formula:

          (number of completed months from the Grant Date through the Date of
          Termination / 60) x 165,000

 
     The remainder of the Restricted Stock shall be forfeited as of the Date of
Termination and CSX shall have no obligation as to vesting of such forfeited
Restricted Stock, nor any obligation to pay further monies pursuant to Paragraph
1 of this Agreement with respect to any of the Restricted Stock.

          (c) Recipient shall be solely responsible for any and all federal,
state, and local taxes which may be imposed on him as a result of his receipt of
the Restricted Stock, the vesting thereof and his receipt of dividends pursuant
to Section 1.

          3.   In the event of any change (such as recapitalization, merger,
consolidation, stock dividend, or otherwise) in the character or amount of CSX
Corporation common stock, $1 par value, prior to vesting of the Restricted Stock
pursuant to Paragraph 1 of this Agreement, (a) the number of shares of
Restricted Stock to which Recipient shall be entitled shall be the same as if he
had actually owned the Restricted Stock without restriction at the time of such
change, and (b) the amount of the cash to be paid to Recipient shall be the
amount of dividends paid on the Restricted Stock following such change in the
number of shares of Restricted Stock.

          4.   Upon the occurrence of the date of a Vesting Event as defined in
the CSX Omnibus Incentive Plan, the Vesting Date will be deemed to have
occurred.

          5.   Nothing in this Agreement shall be interpreted or construed to
create a contract of employment between the Company and the Recipient. This
Agreement is intended solely to provide Recipient an incentive to continue his
existing employment, and Recipient acknowledges and agrees that the terms and
conditions of his employment with CSX are governed exclusively by the Employment
Agreement and the Employment Agreement between Recipient and CSX dated November
1, 2000.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of February 13, 2001.



RECIPIENT:                                   CSX CORPORATION


/s/ Michael J. Ward                          By: /s/ John W. Snow
----------------------------                     ---------------------------
Michael J. Ward
                                             Title: Chairman and CEO
                                                    ------------------------

                                             Date: September 5, 2001
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