AMENDMENT TO EMPLOYMENT AGREEMENT
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AMENDMENT, dated this 17th day of April, 1997, by and between CSX
CORPORATION, a Virginia corporation (the 'Company') and John W. Snow (the
'Executive').
WHEREAS the Company and the Executive are parties to an
Employment Agreement dated as of the first day of February, 1995 (the
'Agreement');
WHEREAS the Company and the Executive desire to amend the
Agreement to deal appropriately with the transactions contemplated by the
Agreement and Plan of Merger by and among Conrail, Inc., a Pennsylvania
corporation, Green Acquisition Corp., a Pennsylvania corporation, and the
Company dated as of October 14, 1996, as subsequently amended.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Section 2 of the Agreement is amended by adding a new
clause f. at the end thereof to read in its entirety as follows:
'f. Final Regulatory Action (as defined in Section 3.b.)
approving the merger (the 'Conrail Merger') contemplated by the
Agreement and Plan of Merger by and among Conrail, Inc., a Pennsylvania
corporation, Green Acquisition Corporation, a Pennsylvania corporation,
and the Company dated as of October 14, 1996, as subsequently amended.'
2. Section 5.c. of the Agreement is amended so that clause (iii)
shall read in its entirety as follows:
'other than in the case of the Conrail Merger, the
Company's requiring the Executive to be based at any office or location
other than as provided in Section 4(a) (i) (B) hereof or the Company's
requiring the Executive to travel on Company business to a substantially
greater extent than required immediately prior to the Effective Date;'
3. Section 5.c. of the Agreement is further amended by adding a
new clause (iii) at the end of the final paragraph thereof, and such final
paragraph of Section 5.c. shall read in its entirety as follows:
'Anything in this Agreement to the contrary
notwithstanding, a termination by the Executive for any reason shall be
deemed to be a termination for Good Reason for all purposes of this
Agreement if such termination occurs (i) in the case of a Change of
Control that is not a Regulated Business Combination, during the 30-day
period immediately following the first anniversary of the Effective
Date, (ii) in the case of a Change of Control that is a Regulated
Business Combination consummated pursuant to Final Regulatory Action,
during the 30-day period immediately following the first anniversary of
the Final Regulatory Action (it being understood that the Executive will
have no rights under this paragraph in the case of a Change of Control
that is a Regulated Business Combination (x) denied by the Agency or (y)
for any other reason not consummated within one year of Final Regulatory
Action, or (iii) in the case of the Conrail Merger, during the 30-day
period immediately following the second anniversary of the Final
Regulatory Action approving the Conrail Merger.'
4. The Agreement shall remain in full force and effect in all
other respects. The Executive acknowledges that this Amendment does not alter
the Executive's rights under any other plan, policy or program of the Company,
and the Conrail Merger shall not constitute a Change of Control under any such
plan, program or policy.
IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its Board of Directors,
the Company as caused these presents to be executed in its name and on its
behalf, all as of the day and year first above written.
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John W. Snow
CSX CORPORATION
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By: Mark G. Aron
Executive Vice President-Law
and Public Affairs
Employment Agreement - CSX Corp. and John W. Snow
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