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Employment Agreement - CSX Corp. and A. R. ""Pete"" Carpenter

                           OF A.R. "PETE" CARPENTER
                           DATED AS OF JUNE 30, 1999

In connection with the retirement of A.R. "Pete" Carpenter, his Employment 
Agreement with the Corporation effective June 30, 1999 (the "Agreement") was 
modified in the following respects:
        1.  The 150,000 shares of restricted stock granted to Mr. Carpenter
            under the Agreement will continue to vest in accordance with the
            vesting schedule provided in the Agreement, contingent upon Mr.
            Carpenter retaining the matching block of 150,000 purchased by him
            in 1999;
        2.  For purposed of determining Mr. Carpenter's pension under the
            Corporation's pension plans, Mr Carpenter will be entitled to the
            full 36/36ths of the value of the restricted stock.
        3.  Mr. Carpenter would be entitled to be indemnified against any loss
            if the 150,000 shares of Corporation stock pledged as collateral for
            Mr. Carpenter's stock purchase loan proved inadequate to cover the
            loan balance due at the time of payment; and
        4.  The Corporation reserved the right to accelerate the vesting of the
            restricted stock in order to reduce or eliminate the Corporation's
            exposure under the indemnification agreement by liquidating the
            collateral and prepaying Mr. Carpenter's stock purchase loan.
Subsequent to these modifications taking effect, the Corporation exercised its
right to accelerate the vesting of Mr. Carpenter's restricted shares, and
applied the proceeds of the sale of the shares to satisfy Mr. Carpenter's stock
purchase loan in full, thereby eliminating the Corporation's Contingent
indemnity exposure.

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