Stock Plan For Directors - CSX Corp.


                      AMENDED AND RESTATED CSX CORPORATION
                            STOCK PLAN FOR DIRECTORS
                        (As Amended through May 1, 2001)

1.   Name of Plan. This plan shall be known as the "Amended and Restated CSX
     Corporation Stock Plan for Directors" (the "Plan".)

2.   Purpose of Plan. The purpose of the Plan is to enable CSX Corporation, a
     Virginia corporation (the "Company"), to attract and retain persons of
     exceptional ability to serve as directors and to solidify the common
     interests of its directors and shareholders in enhancing the value of the
     Company's Stock. The Plan provides for grants of Stock, grants of options
     to acquire Stock, and payment of directors' retainers and fees in Stock.

3.   Effective Date and Term and Shares Subject to Plan. The Plan shall be
     effective as of the date it is adopted by the Board of Directors of the
     Company, subject, however, to approval by at least a majority of the
     outstanding shares of Stock present or represented and entitled to vote at
     a meeting of shareholders of the Company not later than April 17, 1997, and
     shall remain in effect until amended or terminated by action of the Board.
     Of the 1,000,000 shares subject to the Plan as of May 1, 1992, the date of
     original approval by shareholders of the Company, 956,728 shares remain
     unissued and subject to the Plan as of March 18, 1997.

4.   Eligible Participants. Each member of the Board from time to time who is
     not a full-time employee of the Company or any of its subsidiaries shall be
     a participant ("Participant") in the Plan.

5.   Definitions.

     (a) "Annual Meeting" means the Company's Annual Meeting of Shareholders.

     (b) "Board of Directors" or "Board" means the Board of Directors of CSX
         Corporation.

     (c) "Business Day" means, if relevant to a determination of the value of
         Stock, a day on which shares of Stock are or could be traded on the New
         York Stock Exchange (or other national stock exchange, or if not so
         listed, could be traded over-the-counter). In all other cases, the term
         means a day on which the offices of the Company are open for the
         conduct of business in the normal course.

     (d) "Distribution Event" means any of the events listed in Section 12,
         "Change of Control," with the following modification: the words,
         "Approval by the shareholders of the Company of," in the first line of
         Sections 12(c) and 12(d) are replaced for purposes of this Section 5(d)
         with the words, "Consummation of, i.e., actual change in ownership of
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         Stock,

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          Outstanding Company Voting Securities, and/or assets of the Company or
          its principal subsidiary by reason of,".

     (e)  "Payment Date" means the fifteenth day of the last month of each
          quarter of the Corporation's fiscal year or, if the fifteenth day of
          such month is not a Business Day, on the next Business Day following
          the fifteenth day of such month.

     (f)  "Fair Market Value" means, as of any given date, the mean between the
          high and low selling prices of the Stock per share on the New York
          Stock Exchange on such date (or, if there is no reported sale on such
          date, on the last preceding date on which any reported sale occurred).

     (g)  "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 Stock pursuant, and subject, to plans or
          agreements adopted or entered into from time to time by the Company.
          If the par value of Stock is changed, or in the event of a change in
          the capital structure of the Company, the shares resulting from such a
          change shall be deemed to be Stock within the meaning the Plan.

6.   Shares and Stock Options.

     (a)  Commencing May 1, 1992, the annual retainer payable to each
          Participant for service on the Board shall be payable in part in
          shares of Stock subject to any applicable deferrals and restrictions
          set forth in Section 8 hereof. Subject to paragraphs (b) and (c)
          below, each Participant shall be paid 40 percent of the annual
          retainer payable to each Participant for service on the Board (the
          "Designated Percentage") in shares of Stock. The shares shall be
          deducted at their Fair Market Value, determined as of the Business Day
          immediately preceding the date of the Company's Annual Meeting of
          Shareholders ("Annual Meeting"), from the Participant's annual
          retainer.

     (b)  Any person who becomes a non-employee director following the Company's
          Annual Meeting, whether by appointment or election as a director or by
          change in status from a full-time employee, shall receive shares of
          Stock as a portion of the compensation to be paid to such Participant
          until the next Annual Meeting. The number of shares of Stock issued to
          such Participant shall be determined by dividing the product of the
          pro rata portion of the annual retainer to be paid to such director
          and the Designated Percentage by the Fair Market Value on the day such
          person becomes a Participant. A Participant who becomes a non-employee
          director following the Company's Annual Meeting may, at the beginning
          of such term, make his or her Annual Election as set forth in
          paragraph (c) below regardless of the number of months remaining until
          the next Annual Meeting.

     (c)  Each Participant may also make one election during the period from
          Annual Meeting to the next Annual Meeting (the "Annual Election") to
          receive up to 100 percent of his or her retainers and/or fees in
          shares of Stock, subject to any applicable deferrals and restrictions
          set forth in Section 8 hereof. The Annual Election must be in writing
          and shall be delivered to the Corporate Secretary of the Company no
          later than six months prior to the next Annual Meeting. The Annual
          Election shall be irrevocable in respect of the year to which it
          pertains and shall specify the applicable percentage of the annual
          retainers and/or fees above the Designated Percentage that such
          Participant wishes to receive in shares of Stock. The Annual Election
          shall not be effective until at least six months and one day following
          its execution and receipt by the Company.

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     (d) In addition to the awards described in the previous provisions of this
         Section 6, the Board may make additional awards of Stock or options to
         acquire Stock to Participants upon such terms as it deems fit;
         provided, however, that options to acquire Stock ("Stock Options")
         shall be subject to the restrictions in Section 10.

7.   Payment of Shares. Payments to directors of Stock or Stock Options pursuant
     to this Plan shall be made as follows, subject to any applicable deferrals
     and restrictions pursuant to Section 8 of this Plan:

     (a) Shares payable as the Designated Percentage pursuant to Section 6 of
         the Plan shall be payable immediately following the Company's Annual
         Meeting.

     (b) Following payment of the Designated Percentage, the balance of each
         director's retainers to be paid in Stock, if any, shall be prorated and
         paid on the Payment Dates remaining until the next Annual Meeting.

     (c) Unless otherwise specified by resolution of the Board of Directors, any
         compensation to be paid in Stock and any grant of Stock shall be made
         on or as of the Payment Date next succeeding the date on which such
         payments have been earned or are otherwise payable or issuable.

     (d) The number of shares to be issued in payment of retainers and fees
         denominated in dollars shall be calculated on the basis of the Fair
         Market Value on the Payment Date as of which such shares are issued.

8.   Deferrals and Restrictions on Payment. Payment of shares issuable under
     Section 6 shall, at the Participant's election (which election must be in
     writing and shall be delivered to the Corporate Secretary of the Company no
     later than six months prior to the next Annual Meeting), be deferred in
     accordance with a deferral election made by the Participant and filed with
     the Company. The Company shall transfer shares of Stock or other assets
     equal in value to a number of shares as to which payment is deferred to a
     trust to secure the Company's obligation to pay shares of Stock to the
     Participant in the future, but any assets transferred shall remain subject
     to the claims of the Company's creditors and any interest the Participant
     may be deemed to have in the trust may not be sold, hypothecated or
     transferred (including, without limitation, transfer by gift or donation).
     The Company shall distribute Stock deferred pursuant to this Section 8 in
     accordance with elections made by each participant on forms approved by the
     Board; provided, however, that upon a Distribution Event, as hereinafter
     defined, all Stock previously deferred shall be issued immediately, except
     that a Participant may elect that shares which would be distributed to him
     or to her upon a Distribution Event may continue to be held in trust for
     distribution in accordance with this Section 8. Such election with respect
     to Distribution Event described in the preceding sentence shall be
     effective no earlier than the Annual Meeting following such election. The
     Participant's right to receive the shares issued under Section 6 shall not
     be affected by a termination of the trust described herein.

9.   Share Certificates, Voting and Other Rights. The certificates for shares
     issued hereunder shall be issued in the name of the Participant or the
     trustee of the trust described in Section 8, as the case may be, and shall
     be held by such Participant or such trustee; provided, however, that each
     Participant shall be entitled to all rights of a shareholder with respect
     to Stock for all such shares issued in his name, including the right to
     vote the shares, and the Participant or the trustee, as the case may be,
     shall receive all dividends and other distributions paid or made with
     respect thereto.

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10.  Procedures with Respect to Stock Options.

     (a) Each Stock Option granted pursuant to the Plan:

         (i)  will consist of an option to purchase shares of Stock at a
              purchase price not less than 100 percent of the Fair Market Value
              of the Stock on the date of grant;

         (ii) will be exercisable during the time period specified in the terms
              of the grant and reflected in an agreement entered into with a
              Participant, but such exercise shall not be earlier than one year
              after the date of grant of the Stock Option and not later than 15
              years after the date of grant of the Stock Option, with the
              determination of the final date of exercise of the Stock Option to
              be made at the time of grant.

     (b) In the event of the death of a Participant who holds unexercised Stock
         Options awarded under the Plan, the Stock Option may be exercised by a
         beneficiary designated by the Participant prior to his death, or if no
         beneficiary is designated, by the executor or executrix of the
         Participant's estate or by the person or persons to whom the
         Participant's rights have passed by will or the laws of descent and
         distribution, such exercise to be in accordance with the provisions of
         the Plan and to the same extent as though the Participant were then
         living.

11.  Fractions of Shares. The Company shall not issue fractions of shares.
     Whenever under the terms of the Plan a fractional share would otherwise be
     required to be issued, the Participant or the trustee of the trust
     described in Section 8, as the case may be, shall be paid in cash for such
     fractional share based upon the same Fair Market Value which was utilized
     to determine the number of shares to be issued on the relevant Payment
     Date.

12.  Change of Control. "Change of Control" shall mean any of the following:

     (a) 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 percent or more of either (i) the then
         outstanding shares of Stock of the Company, or (ii) 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 subsection (a), the following acquisitions shall not constitute a
         Change of Control: (i) any acquisition directly from the Company; (ii)
         any acquisition by the Company; (iii) any acquisition by any employee
         benefit plan (or related trust) sponsored or maintained by the Company
         or any corporation controlled by the Company; or (iv) any acquisition
         by any corporation pursuant to a transaction which complies with
         clauses (i), (ii) and (iii) of subsection (c) of this Section 12; or

     (b) 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 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

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          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

     (c)  Business Combination. Approval by the shareholders of the 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:

          (i)    all or substantially all of the individuals and entities who
                 were the beneficial owners, respectively, of the Stock and
                 Outstanding Company Voting Securities immediately prior to such
                 Business Combination beneficially own, directly or indirectly,
                 more than 50 percent 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 Stock and Outstanding Company Voting
                 Securities, as the case may be;

          (ii)   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 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

          (iii)  at least a majority of the members of the Board 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

     (d)  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
          (i), (ii) and (iii) of subsection (c) of this Section 12; or

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

13.  Withholding Taxes. Whenever the Company proposes or is required to issue or
     to transfer shares of Stock under the Plan, or whenever the Company is
     required to withhold taxes upon exercise of Stock Options under the Plan,
     a Participant:

     (a)  Shall remit to the Company an amount sufficient to satisfy any
          federal, state or local withholding tax liability prior to the
          delivery of any certificate or certificates for such shares; or

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     (b) To the extent permitted by applicable laws, including regulations
         promulgated under the Securities Exchange Act of 1934, such federal,
         state or local withholding tax liability may be satisfied prior to the
         delivery of any certificate or certificates for the shares by an
         adjustment, equal in value to such liability, in the number of shares
         to be transferred to the Participant.

14.  Amendment. This Plan may be amended by action of a majority of the Board of
     Directors, and approval by shareholders shall not be required for any
     amendment which does not authorize additional shares to be subject to the
     Plan.

15.  Administration. The Plan will be administered by the Board. Except as
     otherwise specifically provided in the Plan, the Board will have the entire
     authority to interpret and administer the Plan, including the power and
     complete discretion with respect to any award of Stock or Stock Options to
     determine the terms and conditions of the award, the number of shares of
     Stock to be covered by the award, the time or times when an award will be
     granted, when Stock Options may be exercised, and the manner in which
     payment may be made upon the exercise of Stock Options. If the Board
     determines that a spin-off, stock dividend or other distribution not in the
     form of cash or Stock, consolidation, merger, dissolution, liquidation or
     other similar corporate transaction or event affects a Stock Option such
     that an adjustment is appropriate to preserve the intended benefits of a
     Stock Option, the Board may make such equitable changes or adjustments in
     the Stock Option as it deems necessary or appropriate. The Board may adopt
     rules and regulations for carrying out the Plan. The interpretation and
     construction of any provision of the Plan by the Board will be final and
     conclusive.

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