Special Employment Agreement - CSX Corp. and Mark G. Aron


                          SPECIAL EMPLOYMENT AGREEMENT
                          ----------------------------

          AGREEMENT by and between CSX Corporation, a Virginia corporation (the
"Company"), and Mark G. Aron (the "Executive"), dated as of the 25th day of
September, 2001.

          WHEREAS, the Company and the Executive wish to set forth the terms and
conditions of the Executive's continued employment with the Company until his
retirement, and to provide for his consulting with the Company for a period of
time following his retirement;

          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

          1.  Employment Period.  The Company shall employ the Executive, and 
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the Executive shall serve the Company, on the terms and conditions set forth in
this Agreement, for the Employment Period (as defined in the next sentence). The
"Employment Period" shall mean the period beginning on the date of this
Agreement and ending on April 30, 2002, at which time the Executive shall retire
from employment with the Company; provided, however, that if the Effective Date,
as defined in the Employment Agreement dated November 1, 2000, between the
Executive and the Company (the "Change of Control Agreement"), should occur on
or before April 30, 2002, the Employment Period under this Agreement shall
immediately terminate, and this Agreement shall be superseded in its entirety by
the Change of Control Agreement.

          2.  Position and Duties.  (a)  During the Employment Period, the 
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Executive shall continue to serve in his current position as Vice Chairman of
the Company, with the status,

 
offices, titles, reporting requirements, authority, duties and responsibilities
appropriate to that position.

               (b) During the Employment Period, and excluding any periods of 
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period, it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic, or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements, or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement.

          3.  Compensation.  (a)  Base Salary.  During the Employment Period, 
              ------------        -----------
the Executive shall receive a base salary equal to his annual base salary as of
the date hereof (the "Base Salary"), payable in accordance with the Company's
customary payroll practices. During the Employment Period, the Base Salary may
be reviewed for possible increase. Any increase in the Base Salary shall not
limit or reduce any other obligation of the Company under this Agreement. The
Base Salary shall not be reduced after any such increase, and the term "Base
Salary' shall thereafter refer to the Base Salary as so increased.

               (b) Annual Bonus.  In addition to the Base Salary, the Executive
                   ------------
shall have the opportunity to earn, for the fiscal year 2001 and for the portion
of the fiscal year 2002 that is included in the Employment Period, annual
bonuses based upon a target incentive equal to 

 
90% of Executive's Base Salary, on the same terms and conditions established
thereunder for the Executive and his peer executives. Any annual bonuses so
earned (each, an "Annual Bonus") shall be paid to the Executive at the same
times as his peer executives receive their bonuses under such plan,
notwithstanding his retirement at the end of the Employment Period; provided,
that the Annual Bonus for the fiscal year 2002 shall equal one-third of the
amount that would have been payable to the Executive, had he remained employed
through the end of the fiscal year 2002.

               (c) Other Benefits.  During the Employment Period:  (i) the 
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Executive shall be entitled to participate in all savings and retirement plans,
practices, policies and programs of the Company to the same extent as his peer
executives; (ii) the Executive and/or the Executive's family, as applicable,
shall be eligible for participation in, and shall receive all benefits under,
all welfare benefit plans, practices, policies and programs provided by the
Company (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life insurance, group life insurance,
accidental death and travel accident insurance plans and programs) to the same
extent as his peer executives; and (iii) the Executive shall be entitled to
fringe benefits to the same extent and on the same basis as his peer executives
(tax and financial planning shall also be available to the Executive for the
year after the year in which he retires). It is expressly acknowledged and
agreed that the Executive shall not be entitled to any additional grants of
stock options or other long-term incentive compensation awards after the date of
this Agreement.

          4.  Termination of Employment.  (a)  Death or Disability.  The 
              -------------------------        ------------------- 
Executive's employment shall terminate automatically upon the Executive's death
during the Employment Period. If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment Period (pursuant
to the definition of Disability set forth below),

 
it may give to the Executive written notice in accordance with Section 11(b) of
this Agreement of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, "Disability" shall mean the Executive's
becoming disabled within the meaning of the long-term disability plan of the
Company covering the Executive.

               (b) By the Company.  The Company may terminate the Executive's 
                   --------------
employment during the Employment Period for Cause or without Cause. "Cause"
means (i) the willful and continued failure of the Executive to substantially
perform the Executive's duties with the Company or one of its affiliates (other
than any such failure resulting from incapacity due to physical or mental
illness), after the Chief Executive Officer of the Company delivers to the
Executive a written demand for substantial performance that specifically
identifies the manner in which the Chief Executive Officer believes that the
Executive has not substantially performed the Executive's duties, or (ii) the
willful engaging by the Executive in illegal conduct or gross misconduct which
is materially and demonstrably injurious to the Company by the Executive.

               (c) Good Reason.  The Executive may terminate employment during 
                   -----------
the Employment Period for Good Reason or without Good Reason. A termination for
"Good Reason" means termination by the Executive within 60 days after, and as a
result of: (i) the assignment to the Executive of any duties materially
inconsistent with Section 2(a) of this Agreement, or any other action by the
Company that results in a material diminution in the Executive's position,
authority, duties or responsibilities; or (ii) any failure by the Company to

 
comply with any provision of Section 3 of this Agreement, other than an
isolated, insubstantial and inadvertent failure that is not taken in bad faith
and is remedied by the Company promptly after receipt of notice thereof from the
Executive.

               (d) Notice of Termination.  Any termination of the Executive's 
                   ---------------------
employment by the Company or by the Executive shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 11(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated, and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

               (e) Date of Termination.  The "Date of Termination" means (i) if
                   -------------------  
the Executive's employment is terminated by the Company other than for Cause or
Disability, or by the Executive for Good Reason, the date on which the Notice of
Termination is given or any later date specified therein, as the case may be,
(ii) if the Executive's employment is terminated by the Company for Cause or by
the Executive without Good Reason, the Date of Termination shall be the date on
which the Notice of Termination is given, and (iii) if the Executive's
employment is


 
terminated by reason of the Executive's death or Disability, the Date of
Termination shall be the date of death or the Disability Effective Date, as the
case may be.

          5.  Obligations of the Company upon Termination.  (a)  Other Than for
              -------------------------------------------        --------------
Cause, Death or Disability; Good Reason.  If, during the Employment Period, the
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Company terminates the Executive's employment, other than for Cause or
Disability, or the Executive terminates employment for Good Reason, the Company
shall pay the amounts described in Section 5(a)(i) below to the Executive in a
lump sum in cash within 30 days after the Date of Termination, shall make any
payments described in Section 5(a)(ii) below in accordance with the provisions
of that Section 5(a)(ii), and shall provide the benefits described in Section
5(a)(iii) below in accordance with the provisions of that Section 5(a)(iii). The
payments provided pursuant to this Section 5(a) are intended as liquidated
damages for a termination of the Executive's employment by the Company other
than for Cause or Disability or for the actions of the Company leading to a
termination of the Executive's employment by the Executive for Good Reason,
shall be the sole and exclusive remedy therefor, and shall be paid only upon
receipt by the Company from the Executive of an executed release and waiver,
satisfactory in form and in substance to the Company, of all claims against the
Company.

                    (i)  The amounts to be paid in a lump sum as described 
     above are:

               A.  the Executive's accrued but unpaid cash compensation (the 
          "Accrued Obligations"), which shall equal the sum of (1) any portion
          of the Executive's Base Salary through the Date of Termination that
          has not yet been paid, and (2) any accrued but unpaid vacation pay;

 
               B.  the Base Salary that would have been paid to him for the
          period from the Date of Termination through and including the last day
          of the Employment Period, as if he had remained employed through that
          day; and

               C.  an amount equal to the excess of (a) the actuarial equivalent
          of the benefit under the Company's qualified defined benefit
          retirement plan (the "Retirement Plan") and any excess or supplemental
          retirement plan in which the Executive participates (together, the
          "SERP") which the Executive would have received if the Executive's
          employment had continued under this Agreement through the end of the
          Employment Period, over (b) the actuarial equivalent of the
          Executive's actual benefit (paid or payable), if any, under the
          Retirement Plan and the SERP as of the Date of Termination (utilizing
          for purposes of the foregoing actuarial assumptions no less favorable
          to the Executive than those in effect under the Company's Retirement
          Plan as of the Date of Termination).

                         (ii)  The Executive shall also be paid the Annual
     Bonuses provided for under Section 3(b) above, to the extent not
     theretofore paid, as if his employment had continued through the end of the
     Employment Period; provided, any such Annual Bonus for a fiscal year that
     ends after the Date of Termination shall be computed solely with reference
     to financial measures applied to the Company's performance and without any
     adjustment for personal performance, other than the assumption that any
     personal targets or goals were achieved at target levels. The Annual
     Bonuses under this Section 5(a)(ii), including any pro rata bonus, will be
     paid at the time and in the form bonuses are paid to other peer executives.

 
                         (iii)  The Executive shall retire at the end of the
     Employment Period and shall, therefore, be eligible to receive benefits as
     a retiree of the Company.

               (b)  Death or Disability.  If the Executive's employment is
                    -------------------                          
terminated by reason of the Executive's death or Disability during the
Employment Period, the Company shall pay to the Executive or the Executive's
estate or legal representative, as applicable, (i) the Accrued Obligations in a
lump sum in cash within 30 days after the Date of Termination, and (ii) the
Annual Bonus, if any, earned for any fiscal year that begins before and ends on
or after the Date of Termination, at such time as the annual bonuses for the
Executive's peer executives are paid, and the Company shall have no further
obligations under this Agreement.

               (c)  Cause; Other than for Good Reason. If the Executive's
                    ---------------------------------
employment is terminated by the Company for Cause during the Employment Period,
the Company shall pay the Executive the Accrued Obligations in a lump sum within
30 days after the Date of Termination, and the Company shall have no further
obligations under this Agreement. If the Executive voluntarily terminates
employment during the Employment Period, other than for Good Reason, the Company
shall pay to the Executive (i) the Accrued Obligations in a lump sum in cash
within 30 days of the Date of Termination, and (ii) the Annual Bonus, if any,
earned for any fiscal year that begins before and ends on or after the Date of
Termination, at such time as the annual bonuses for the Executive's peer
executives are paid, and the Company shall have no further obligations under
this Agreement.

          6.  Consulting.  (a)  The Executive hereby agrees to serve as a
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consultant to the Company, during the Consulting Period. The "Consulting Period"
means the period beginning on the first to occur of the Date of Termination or
May 1, 2002 and ending on the second

 
anniversary thereof. Notwithstanding the foregoing: (i) there shall be no
Consulting Period if the Executive's employment terminates during the Employment
Period as a result of the Executive's death or Disability, a termination by the
Company for Cause or termination by the Executive without Good Reason; and (ii)
the Consulting Period shall end if, during the Consulting Period, the Executive
dies or becomes unable, by reason of physical or mental incapacitation, to
render the consulting services required by Section 6(c) below or the Executive
terminates the Consulting Period.

               (b)  Consulting Fees and Benefits.  During the Consulting Period,
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the Company shall pay the Executive a monthly fee equal to his Base Salary
divided by 12, payable in arrears. In addition, during the Consulting Period,
the Company shall continue to provide the Executive with the car allowance, club
memberships and The Greenbrier discount being provided to him immediately before
the beginning of the Consulting Period. In addition, during the Consulting
Period, the Company shall make an office (including parking) available to the
Executive at its Washington, D.C. office (or another agreed upon location) and
shall continue to provide Executive with a facsimile machine and computer for
his home and shall reimburse Executive for costs associated with additional
phone lines associated therewith. Finally, the Company shall pay, or reimburse
(consistent with the general expense reimbursement policy) the Executive for,
all expenses he reasonably incurs in rendering the consulting services provided
for in Section 6(c), upon presentation of appropriate documentation thereof. It
is expressly acknowledged and agreed that no other compensation or benefits will
be provided to the Executive for his consulting services.

               (c)  Services.  During the Consulting Period, the Executive shall
                    --------
render such services as may from time to time be reasonably requested by the
Chairman and/or Chief Executive Officer of the Company or the Company's Board
provided that such services shall be 

 
rendered at mutually convenient times. It is expressly acknowledged and agreed
that the Executive may perform services as an employee of another employer or in
a consulting or self-employed capacity during the Consulting Period, subject to
the covenants set forth in Section 9 of this Agreement.

          7.  Non-exclusivity of Rights; Confirmation of Retirement Benefits.  
              --------------------------------------------------------------
(a) Except as specifically provided in this Agreement, nothing herein shall
prevent or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or any other company
controlled by, controlling, or under common control with, the Company
(collectively, the "Affiliated Companies")for which the Executive may qualify,
nor, subject to Section 11(f), shall anything herein limit or otherwise affect
such rights as the Executive may have under any contract or agreement with the
Company or any Affiliated Company. Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan, policy, practice
or program of, or any contract or agreement with, the Company or any of its
Affiliated Companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement. Notwithstanding the
foregoing, if the Executive receives payments and benefits pursuant to Section
5(a) of this Agreement, the Executive shall not be entitled to any severance pay
or benefits under any severance plan, program or policy of the Company and the
Affiliated Companies, unless otherwise specifically provided therein in a
specific reference to this Agreement.

               (b)  Retirement Benefits.  It is expressly acknowledged and
                    ------------------- 
agreed that nothing in Section 6, above, shall affect the Executive's
entitlements to retirement benefits under the Company's retirement plans and
programs from and after his retirement from employment

 
with the Company in accordance with their terms, including without limitation:
(i) retiree health care plans; (ii) the Tax Savings Thrift Plan for Employees of
CSX Corporation and Affiliated Companies; (iii) the CSX Corporation
Supplementary Savings and Incentive Award Deferral Plan; (iv) the CSX life
insurance programs; (v) the CSX Market Value Cash Plan; (vi) the CSX option
plans; (vii) the Supplemental Retirement Plan and the Special Retirement Plan
(including without limitation the Executive's right to receive lump sum benefits
thereunder); and (viii) the Deferred Compensation Program for Executives of CSX
Corporation and Affiliated Companies (including, without limitation, the
Executive's right to receive benefits thereunder over a 15-year period).

          8.  Full Settlement.  The Company's obligation to make the payments
              ---------------
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and such amounts
shall not be reduced whether or not the Executive obtains other employment.

          9.  Confidential Information; No-Raid; Noncompetition; Inventions.  
              -------------------------------------------------------------
(a) The Executive shall hold in a fiduciary capacity, for the benefit of the
Company and the Affiliated Companies, all secret or confidential information,
knowledge or data relating to the Company or any Affiliated Company and their
respective businesses (including, without limitation, any proprietary and not
publicly available information concerning any processes, methods, trade secrets,
research, secret data, costs or names of users or purchasers of their respective
products or services, business methods, operating procedures or programs or
methods of promotion and sale) that the Executive obtains during the Executive's
employment by the Company or any Affiliated

 
Company and/or his service as a consultant hereunder, and that is not public
knowledge (other than as a result of the Executive's violation of this Section
9(a)) ("Confidential Information"). For the purposes of this Section 9(a),
information shall not be deemed to be publicly available merely because it is
embraced by general disclosures or because individual features or combinations
thereof are publicly available. The Executive shall not communicate, divulge or
disseminate Confidential Information at any time during or after the Executive's
employment with the Company or any Affiliated Company, except with the prior
written consent of the Company, or such Affiliated Company, as applicable, or as
otherwise required by law or legal process. All records, files, memoranda,
reports, customer lists, drawings, plans, documents and the like that the
Executive uses, prepares or comes into contact with during the course of the
Executive's employment shall remain the sole property of the Company and/or one
or more Affiliated Company, as applicable, and shall be turned over to the
Company or such Affiliated Company, as applicable, upon termination of the
Executive's employment. The Executive also agrees that through the end of the
Noncompetition Period (as defined below), he will advise any prospective
employer or client that meets any of the following criteria of the
confidentiality restrictions set forth in this Agreement and state in writing to
such prospective employer or client that his employment or provision of services
will not violate these provisions, and will deliver a copy of such statement to
the Company. Such a statement shall be required for any prospective employer or
client that is (i) engaged in the railroad or intermodal transportation
business; (ii) a customer representing more than 1% of the revenues of either
CSX Transportation, Inc. or CSX Intermodal, Inc.; or (iii) affiliated with the
Norfolk Southern Corporation.

               (b)  The Executive agrees that he will not, at any time during
the Noncompetition Period (as defined in Section 9(c) below), without the prior
written consent of the Company or the applicable Affiliated Company, as
applicable, directly or indirectly employ,

 
or solicit the employment of (whether as an employee, officer, director, agent
consultant or independent contractor), any person who was or is at any time
during the previous twelve (12) months an employee, representative, officer or
director of the Company or any Affiliated Company (except for such employment by
the Company or any Affiliated Company); provided, however, that a public
advertisement not specifically targeted at the employees of the Company shall
not be deemed to be a solicitation for purposes of this provision.

               (c)  During the Noncompetition Period (as defined below), the
Executive shall not, without the prior written consent of the Chief Executive
Officer of the Company, engage in or become associated with a Competitive
Activity. For purposes of this Section 9: (i) the "Noncompetition Period" means
the period from the date of this Agreement through April 30, 2004; (ii) a
"Competitive Activity" means any business or other endeavor, in any county of
any state of the United States or a comparable jurisdiction in Canada or any
other country, directly or indirectly for a Class I railroad operating in North
America; and (iii) the Executive shall be considered to have become "associated
with a Competitive Activity" if the Executive becomes directly or indirectly
involved as an owner, principal, employee, officer, director, independent
contractor, representative, stockholder, financial backer, agent, partner,
advisor, lender, or in any other individual or representative capacity with any
individual, partnership, corporation or other organization that is engaged in a
Competitive Activity. Notwithstanding the foregoing, the Executive may make and
retain investments in less than 0.5% of the equity of any entity engaged in a
Competitive Activity, if such equity is listed on a national securities exchange
or regularly traded in an over-the-counter market.

               (d)  All plans, discoveries and improvements, whether patentable
or unpatentable, made or devised by the Executive, whether alone or jointly with
others, from the date of the Executive's initial employment by the Company and
continuing until the end of the

 
Consulting Period (or, if there is no Consulting Period, until the termination
of the Executive's employment with the Company and the Affiliated Companies),
relating or pertaining in any way to the Executive's employment with or the
business of the Company or any Affiliated Company, shall be promptly disclosed
in writing to the Chief Executive Officer and are hereby transferred to and
shall redound to the benefit of the Company, and shall become and remain its
sole and exclusive property. The Executive agrees to execute any assignments to
the Company or its nominee, of the Executive's entire right, title and interest
in and to any such discoveries and improvements and to execute any other
instruments and documents requisite or desirable in applying for and obtaining
patents or copyrights, at the expense of the Company, with respect thereto in
the United States and in all foreign countries, that may be required by the
Company. The Executive further agrees, during and after the Employment Period,
to cooperate to the extent and in the manner required by the Company, in the
prosecution or defense of any patent or copyright claims or any litigation, or
other proceeding involving any trade secrets, processes, discoveries or
improvements covered by this Agreement, but all necessary expenses thereof shall
be paid by the Company.

               (e)  The Executive acknowledges and agrees that: (i) the purpose
of the foregoing covenants, including without limitation the noncompetition
covenant of Section 9(c), is to protect the goodwill, trade secrets and other
Confidential Information of the Company; (ii) because of the nature of the
business in which the Company and the Affiliated Companies are engaged and
because of the nature of the Confidential Information to which the Executive has
access, it would be impractical and excessively difficult to determine the
actual damages of the Company and any Affiliated Company in the event the
Executive breached any of the covenants of this Section 9; and (iii) remedies at
law (such as monetary damages) for any breach of the Executive's obligations
under this Section 9 would be inadequate. The Executive therefore

 
agrees and consents that if he commits any breach of a covenant under this
Section 9 or threatens to commit any such breach, the Company shall have the
right (in addition to, and not in lieu of, any other right or remedy that may be
available to it) to temporary and permanent injunctive relief from a court of
competent jurisdiction, without posting any bond or other security and without
the necessity of proof of actual damage. With respect to any provision of this
Section 9 finally determined by a court of competent jurisdiction to be
unenforceable, the Executive and the Company hereby agree that such court shall
have jurisdiction to reform this Agreement or any provision hereof so that it is
enforceable to the maximum extent permitted by law, and the parties agree to
abide by such court's determination. If any of the covenants of this Section 9
are determined to be wholly or partially unenforceable in any jurisdiction, such
determination shall not be a bar to or in any way diminish the Company's right
to enforce any such covenant in any other jurisdiction.

          10.  Successors.  (a)  This Agreement is personal to the Executive
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and, without the prior written consent of the Company, shall not be assignable
by the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.

               (b)  This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.

               (c)  The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the 

 
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

          11.  Miscellaneous.  (a)  This Agreement shall be governed by and
               -------------
construed in accordance with the laws of the Commonwealth of Virginia, without
reference to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.

               (b)  All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

          If to the Executive:
          --------------------

          Mark G. Aron





          If to the Company:
          ------------------

          CSX Corporation
          One James Center
          Richmond, Virginia 23219
          Attention:  Vice President - Corporate Human Resources

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.  Notice and communications shall be effective
when actually received by the addressees.

 
               (c)  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.

               (d)  The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation; provided, that it is
acknowledged and agreed that the Executive's services during the Consulting
Period will be rendered by the Executive as an independent contractor rather
than an employee, and that the Executive will therefore be solely responsible
for paying all taxes with respect to his compensation for such services.

               (e)  The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 4(c) of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

               (f)  The Executive and the Company acknowledge that this
Agreement supersedes any other agreement between them concerning the subject
matter hereof, other than the Change of Control Agreement. This Agreement shall
have no effect on any agreements between the Executive and the Company or any of
its affiliates not concerning the subject matter hereof.

 
               (g)  This Agreement may be executed in several counterparts, each
of which shall be deemed an original, and said counterparts shall constitute but
one and the same instrument.

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

                              /s/ Mark G. Aron
                              ---------------------------------
                              Mark G. Aron


                              CSX CORPORATION

                              By: /s/ John W. Snow
                                 ------------------------------
                              Its: Chairman and CEO
                                   ----------------------------
                              Date: October 2, 2001
                                    ---------------------------