CSX CORP
EX-10.2 CORPORATE DIRECTOR DEFERRED COMP. PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g87590exv10w2.txt
<DESCRIPTION>EX-10.2 CORPORATE DIRECTOR DEFERRED COMP. PLAN
<TEXT>
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                                                                    EXHIBIT 10.2

                                 CSX CORPORATION
                  CORPORATE DIRECTOR DEFERRED COMPENSATION PLAN

                           EFFECTIVE NOVEMBER 1. 1980

                As Amended and Restated Effective January 1, 1995
                     (As Amended through December 31, 1997)

         1.       Purpose

                  The purpose of this Plan is to permit members of the Board of
Directors of CSX Corporation to elect deferred receipt of director's fees. This
Plan is intended to constitute a deferred compensation plan for corporate
director's fees in accordance with Revenue Ruling 71-419. Cumulative Bulletin
1971-2, page 220.

         2.       Definitions

                  The following words or terms used herein shall have the
following meanings:

                  (a)      "Administrator. -- means CSX Corporation

                       (i)    Prior to a Change of Control, the Administrator
                  shall be responsible for the general administration of the
                  Plan, claims review, and for carrying out its provisions.
                  Administration of the Plan shall be carried out consistent
                  with the terms of the Plan.

                       (ii)   Following a Change of Control, the Benefits Trust
                  Committee may remove and/or replace the Administrator.

                       (iii)  The Administrator shall have sole and absolute
                  discretion to interpret the Plan and determine eligibility for
                  and benefits hereunder. Decisions of the Administrator
                  regarding participation in and the calculation of benefits
                  under the Plan shall at all times be binding and conclusive on
                  Participants, their beneficiaries, heirs and assigns.

                       (iv)   Notwithstanding subsection (iii) above, following
                  a Change of Control, final benefit determinations for
                  Participants, their beneficiaries, heirs and assigns and
                  decisions regarding benefit claims under the Plan shall rest
                  with the Benefits Trust Committee or its delegate in its sole
                  judgment and absolute discretion.

                  (b)      "Benefits Trust Committee" -- means the committee
                           established pursuant to the CSX Corporation and
                           Affiliated Companies Benefits Assurance Trust
                           document.

                  (c)      "Board" -- means the Board of Directors of CSX

                  (c)      "Change of Control" -- means any of the following:

                       (i)    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% or more of either (A) the then
                  outstanding shares of common stock of the Corporation (the
                  "Outstanding Corporation Common Stock"), or (B) the combined
                  voting power of the then outstanding voting securities of the
                  Corporation entitled to vote generally in the election of
                  directors

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                  (the "Outstanding Corporation Voting Securities"); provided,
                  however, that for purposes of this subsection(i), the
                  following acquisitions shall not constitute a Change of
                  Control (A) any acquisition directly from the Corporation; (B)
                  any acquisition by the Corporation; (C) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Corporation or any corporation controlled by
                  the Corporation; or (D) any acquisition by any corporation
                  pursuant to a transaction which complies with clauses (A), (B)
                  and (C) of subsection (iii) of this Section 2(d); or

                       (ii)   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 Corporation'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 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

                       (iii)  Business Combination. Approval by the shareholders
                  of the Corporation of a reorganization, merger, consolidation
                  or sale or other disposition of all or substantially all of
                  the assets of the Corporation or its principal subsidiary that
                  is not subject, as a matter of law or contract, to approval by
                  the Interstate Commerce Commission 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:

                            (A) all or substantially all of the individuals and
                       entities who were the beneficial owners, respectively, of
                       the Outstanding Corporation Common Stock and Outstanding
                       Corporation Voting Securities immediately prior to such
                       Business Combination beneficially own, directly or
                       indirectly, more than 50% 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 Corporation or its principal subsidiary or all or
                       substantially all of the assets of the Corporation 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 Outstanding Corporation Common Stock
                       and Outstanding Corporation Voting Securities, as the
                       case may be;

                            (B) no Person (excluding any corporation resulting
                       from such Business Combination or any employee benefit
                       plan (or related trust) of the Corporation 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

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                       except to the extent that such ownership existed prior to
                       the Business Combination, and

                            (C) at least a majority of the members of the board
                       of directors 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

                       (iv)   Regulated Business Combination. Approval by the
                  shareholders of the Corporation 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 (A), (B) and (C) of
                  subsection (iii) of this Section 2(d); or

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

                  (e)      "CSX" or "Corporation" -- means CSX Corporation

                  (f)      "CSX's Accountants" -- means the independent
                           accountants, actuaries, benefits consulting firm or
                           other entity engaged by CSX to provide Participant's
                           accounting services for the Plan and, if selected or
                           changed following a Change of Control, approved by
                           the Benefits Trust Committee.

                  (g)      "Director's Fees" -- means any compensation, whether
                           for Board meetings or for Committee meetings or
                           otherwise, earned by a Member for services rendered
                           as a Member during a particular calendar year in
                           which he has elected to be a Participant

                  (h)      "Member" -- means any person duly elected to the
                           Board

                  (i)      "Participant" -- means any Member who elects to
                           participate in the Plan

                  (j)      "Plan" -- means Corporate Director Deferred
                           Compensation Plan

                  (k)      "Secretary" -- means the Corporate Secretary of CSX

                  (l)      "Trust" -- means the trust created under the CSX and
                           Affiliated Companies Benefits Assurance Trust
                           Agreement or a grantor trust or trusts established by
                           CSX which will substantially conform to the terms of
                           the Internal Revenue Service model trust as described
                           in Revenue Procedure 92-64, 1992-2 C.B. 422. Except
                           as provided in Section 10. CSX is not obligated to
                           make any contribution to the Trust.

                  (m)      "Valuation Date" - means the last day of each
                           calendar quarter and such other dates as the
                           Administrator deems necessary or appropriate to value
                           the Participants' benefits under this Plan. However,
                           following a Change of Control,

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                           the selection of a Valuation Date other than the last
                           day of each calendar quarter shall be subject to the
                           approval of the Benefits Trust Committee.

         In any instance in which the male gender is used herein, it shall also
include persons of the female gender in appropriate circumstances.

         3.       Merger Provisions

                  Any person who was a Participant under the Chessie System,
Inc. Corporate Director Deferred Compensation Plan or who was a director and had
made an election under the Seaboard Coast Line Industries, Inc. Nonfunded
Deferred Compensation Plan for Directors shall automatically become a
Participant under this Plan effective upon the merger of Chessie System, Inc.
and Seaboard Coast Line Industries, Inc. into the Corporation, provided that
such a person shall be a Member as defined in this Plan.

                  Director's Fees deferred previously under the terms of the
aforesaid director deferred compensation plans of Chessie System, Inc. and
Seaboard Coast Line Industries, Inc. shall remain subject to the terms and
conditions respectively provided therein, and the terms of this Plan shall only
govern as to Director's Fees earned on and after the date of merger into the
Corporation.

         4.       Participation

                  A Member may become a Participant for any calendar year by
filing a written Election to Participate in the Plan with the Secretary not
later than December 31 immediately prior to the year in which Director's Fees
are to be earned. Following a Change of Control, all Elections to Participate
are subject to the approval of the Benefits Trust Committee.

                  An Election to Participate may be made with respect to all or
any part of Director's Fees to be earned for any year or years to which such
Election to Participate may relate.

                  An Election to Participate, once filed, shall apply to
Director's Fees earned in subsequent years in which a Participant shall serve as
a Member, unless amended or revoked by written request to the Secretary.

                  Any person who becomes a Member and who was not a Member on
the preceding December 31 may file an Election to Participate before his term as
a Member begins.

         5.       Deferral of Director's Fees

                  CSX shall, during any year in which a Participant has an
Election to Participate on file with the Secretary, withhold and defer payment
of all or any specified part of Participant's Director's Fees in accordance with
his Election to Participate. Prior to the beginning of any year, a Participant
can elect to have all or any portion of the amounts withheld, including all
earnings thereon, or to be withheld, credited to an interest-accruing account
("Interest Account") and/or to an enhanced interest-accruing account for
calendar years 1986, 1987, 1989 and 1990 ("Enhanced Interest Account"), and/or
to a CSX Phantom Stock Account ("Stock Account"). Such deferral election can be
made or changed before the beginning of any year.

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                  Interest shall accrue on the Interest Account from the date
the deferred Director's Fee would otherwise have been paid to the Participant
until it is actually paid, such interest to be credited to the Participant's
account and compounded quarterly at the end of each calendar quarter. The rate
of interest will be reviewed periodically, provided, however, following a Change
of Control, any change in the rate of interest is subject to the approval of the
Benefits Trust Committee.

                  Interest shall accrue on the Enhanced Interest Account from
the first day of the month following the deferral and shall compound thereafter
at an annual rate of 16% until all amounts are finally paid to the Participant.

                  Credits to the Stock Account shall be in full and fractional
units based on the closing price for CSX common stock as reported on the New
York Stock Exchange - Composite Listing ("NYSE") on the date the fees would
otherwise have been paid to the Participant. Dividends shall be credited in full
and fractional units to the account based on the number of units in the account
on the record date and calculated based on the closing price for CSX common
stock on the dividend payment date.

                  A Participant, while a Member, may elect prior to the
beginning of any year to transfer all or any portion of amounts deferred,
including all earnings thereon, to an Enhanced Interest Account, an Interest
Account and/or a Stock Account, provided, however, that no transfer may be made
out of an Enhanced Interest Account.

         6.       Distribution of Deferred Director's Fees

                  Amounts deferred under the Plan and credited to an Interest
Account or Stock Account shall be distributed to a Participant from the
account(s) maintained in respect of his account in a lump sum at the beginning
of the year following the year in which a Participant ceases to be a Member,
unless he shall elect installments as provided below. Amounts deferred and
credited to an Enhanced Interest Account shall be distributed over an
installment period elected by the Participant.

                  The value of a Participant's Interest Account shall be the sum
of amounts deferred and all interest accrued thereon. The value of an Enhanced
Interest Account shall be the sum of amounts deferred and all interest accrued
thereon. The value of a Stock Account shall be the value of the units in a
Participant's account based on the closing price for CSX common stock as
reported on the NYSE on the last business day of the year in which a Participant
ceases to be a Member, unless he shall elect annual or quarterly installments as
provided below. The value of a Stock Account will fluctuate in value in line
with the fluctuation in the price of CSX common stock. There can be no assurance
on the market value of the phantom units either at the time of acquisition or at
any time during the distribution period, nor can there be any assurance as to
the continuation of dividends.

                  Distribution of Deferred amounts shall begin with either the
first day of the calendar year immediately following the year in which a
Participant shall cease to be a Member for any reason other than death, or the
first day of the calendar year immediately following the year in which a
Participant shall cease to be a Member and shall have attained age 65, as the
Member may elect.

                  If installment payments are elected for Interest or Stock
Accounts, payments shall be made, as the Participant may elect, for either (a)
five years, (b) ten years, or (c) any other designated period which shall be not
less than the period he was a Participant nor exceed ten years. For Enhanced
Interest Accounts, the Participant may elect to receive payments over (a) five
years, (b) ten years, or (c) fifteen years.

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                  For Interest Accounts and Stock Accounts, installments shall
be on an annual or quarterly basis as the Member may elect. The amount of each
installment shall be determined by multiplying the value of the Participant's
account at the end of the calendar quarter immediately preceding the installment
date by a fraction, the numerator of which shall be one (1) and the denominator
of which shall be the number of installment payments over which payment of such
amount is to be made, less the number of installment payments theretofore made.

                  For Enhanced Interest Accounts, payments shall be in level
installments on a monthly basis over the number of years (five, ten, or fifteen)
as elected by the Member.

                  The elections provided in this Section 6 shall be made in
writing in a Participant's Election to Participate and shall be subject to all
other provisions of the Plan relating thereto and to the deferral of receipt of
Director's Fees.

                  In the event a Participant shall die while he is a Member, the
amount appearing as the credit balance of his account, or the value of the units
in his Stock Account, shall be paid in either a lump sum or installments
(consistent with the election made by the Participant as described in this
Section 6) to his Designated Beneficiary. Each Participant may file with the
Secretary a Designation of Beneficiary for this purpose.

                  In the event a Participant shall die after he ceases to be a
Member and before he has received complete distribution from his account, any
credit balance of his account, including interest, or the value of the units in
his Stock Account, shall be paid to his Designated Beneficiary consistent with
the election made by the Participant as described in this Section 6.

                  In the event a Participant shall not file a Designation of
Beneficiary, or his Designated Beneficiary is not living at the Participant's
death, the balance credited to his account, including interest, shall be paid in
full to his estate not later than the tenth day of the calendar year following
his date of death.

         7.       Death Benefit

                  For Participants electing to have deferred Director's Fees
credited to an Enhanced Interest Account who die while a Member, a death benefit
equal to the greater of three times the amount of Director's Fees deferred or
the amount of Director's Fees deferred plus accumulated interest will be paid to
the Member's Designated Beneficiary. For Participants in an Enhanced Interest
Account who die after ceasing to be a Member, a lump sum death benefit of
$10,000 will be paid to the Designated Beneficiary. This death benefit shall
apply only to Director's Fees deferred after December 31, 1985 and which have
been credited to an Enhanced Interest Account. This death benefit shall not
apply to any amounts credited to an Enhanced Interest Account by reason of
transfer from an Interest Account and/or a Stock Account.

                  In the event a Participant shall not file a Designation of
Beneficiary, or the Designated Beneficiary is not living at the Participant's
death, the death benefit shall be paid to the Participant's estate.

         8.       Amendment or Termination of Election to Participate

                  A Participant may amend or terminate his Election to
Participate by written request to the Secretary, which shall become effective
for the calendar year following the year in which his request is

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made; provided, however, that no amendment shall be made to contravene the
deferral of Director's Fees previously made under the provisions of this Plan.

                  In the event a Participant amends or terminates his Election
to Participate and remains a Member, he shall not be entitled to receive any
distribution from his account until he ceases to be a Member, and distributions
shall be made only as provided in Section 6 of this Plan.

         9.       Obligation of Csx

                  This Plan shall be unfunded and credits to the memorandum
account(s) of each Participant shall not be set apart for him nor otherwise made
available so that he may draw upon it at any time, except as provided in this
Plan. Neither any Participant nor his Designated Beneficiary shall have any
right, title, or interest in such credits or any claim against them. Payments
may only be made at such times and in the manner expressly provided in this
Plan. CSX's contractual obligation is to make the payments when due. No notes or
security for the payment of any Participant's account shall be issued by CSX.

         10.      Change of Control

                  10.1 If a Change of Control has occurred, the Administrator
         shall cause CSX to contribute to the Trust, within 7 days of such
         Change of Control, a lump sum payment equal to the unfunded aggregate
         value of the amount each Participant would be eligible to receive
         (determined under 10.2 below) as of the latest Valuation Date
         coinciding with or preceding the date of Change of Control to the
         extent such amounts are not already in the Trust. The aggregate value
         of the amount of the lump sum to be contributed to the Trust pursuant
         to this Section 10 shall be determined by CSX's Accountants after
         consultation with the entity then maintaining the Plan's records.
         Thereafter, CSX's Accountants shall annually determine as of a
         Valuation Date for each Participant not receiving a lump sum payment
         pursuant to Section 10.2, below, the amounts which would be payable
         under such subsection were a Change of Control to occur at the date of
         such determination. To the extent that the value of the assets held in
         the Trust relating to this Plan do not equal the aggregate amount
         described in the preceding sentence, at the time of the valuation, as
         determined by CSX's Accountants, CSX shall make a lump sum contribution
         to the Trust equal to the difference. In no event, however, shall the
         Company's contribution to the Trust be less than the amount that would
         have been contributed thereto with respect to liabilities relating to
         the Plan (including related administrative and investment expenses),
         pursuant to and at the time and in the manner provided under Section
         l(h) of the Trust.

                  10.2 In the event a Change of Control has occurred, the
         trustee of the Trust shall, within 45 days of such Change of Control,
         pay to each Participant not making an election under 10.3 below, a lump
         sum payment equal to the amount the Participant would have been
         entitled to receive determined under Section 6 had he ceased to be a
         Member and selected an immediate lump sum payment. The amount of each
         Participant's lump sum payment shall be determined by CSX's
         Accountants.

                  10.3 Each Participant may elect in a time and manner
         determined by the Administrator but in no event later than December
         31, 1996, or the occurrence of a Change of Control, if earlier, to have
         amounts and benefits determined and payable under the terms of the Plan
         as if a Change of Control had not occurred. New Participants in the
         Plan may elect in a time and

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         manner determined by the Administrator, but in no event later than 90
         days after becoming a Participant, to have amounts and benefits
         determined and payable under the terms of the Plan as if a Change of
         Control had not occurred. A Participant who has made an election, as
         set forth in the two preceding sentences, may, at any time and from
         time to time, change that election; provided, however, a change of
         election that is made within one year of a Change of Control shall be
         invalid.

                  10.4 Notwithstanding anything in the Plan to the contrary,
         each Participant who has made an election under Section 10.3, above,
         may elect within 90 days following a Change of Control, in a time and
         manner determined by the Administrator, to receive a lump sum payment
         calculated under the provisions of 10.3, above, determined as of the
         Valuation Date next preceding such payment, except that such calculated
         amount shall be reduced by 5% and such reduction shall be irrevocably
         forfeited to CSX by the Participant. Furthermore, as a result of such
         election, the Participant shall no longer be eligible to participate or
         otherwise benefit from the Plan. Payments under this Section 10.4 shall
         be made not later than 7 days following receipt by CSX of the
         Participant's election. The Administrator shall, no later than 7 days
         after a Change of Control has occurred, give written notification to
         each Participant eligible to make an election under this Section 10.4,
         that a Change of Control has occurred and informing such Participant of
         the availability of the election.

         11.      Claims Against Participant's Account

                  No credits to the account of any Participant under this Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to do so shall be
void. Nor shall any credit be subject to attachment or legal process for debts
or other obligations. Nothing contained in this Plan shall give any Participant
any interest, lien, or claim against any specific asset of CSX. No Participant
or his Designated Beneficiary shall have any rights other than as a general
creditor of CSX.

         12.      Competition by Participant

                  In the event a Participant ceases to be a Member and becomes a
proprietor, officer, partner, employee, director, or otherwise becomes
affiliated with any business that is in competition with the Corporation, the
entire balance credited to his account, including interest, or the value of the
units in his Stock Account, if prior to a Change of Control, may, if directed by
the Board in its sole discretion, be paid immediately to him in a lump sum.
Following a Change of Control, such a decision by the Board is subject to the
approval of the Benefits Trust Committee.

         13.      Payment of Credit Balance to Participant's Account

                  Notwithstanding anything herein to the contrary, prior to a
Change of Control, the Board may, in its sole discretion, direct payment in a
lump sum of any or all of the credit balance appearing at the time in the
account of a Participant, and/or of the value of the units in his Stock Account.
Following a Change of Control, such action by the Board is subject to the
approval of the Benefits Trust Committee.

                  Further, the obligations of CSX and the benefit due any
Participant or Designated Beneficiary under the Plan shall be reduced by any
amount received in regard thereto under the Trust or any similar trust or other
vehicle.

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         14.      Joint and Several Obligation

                  To the extent reflected by resolutions of the applicable
boards of directors, obligations for benefits under this Plan shall be joint and
several.

         15.      Amendment or Termination

                  Prior to a Change of Control, this Plan may be altered,
amended, suspended, or terminated at any time by the Board, on the
recommendation of the Compensation Committee of the Board, provided, however,
that no alteration, amendment, suspension, or termination shall be made to this
Plan which would result in the distribution of amounts credited to the accounts
of all Participants in any manner other than is provided in this Plan without
the consent of all Participants.

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                        AMENDMENT TO THE CSX CORPORATION
                  CORPORATE DIRECTOR DEFERRED COMPENSATION PLAN

WHEREAS, CSX Corporation (the "Company") sponsors the CSX Corporation Corporate
Director Deferred Compensation Plan (the "Plan"), effective as of November 1,
1980 for the benefit of members of the Company's Board of Directors (the
"Board"); and

WHEREAS, pursuant to Section 15, the Board has the right to amend the Plan; and

WHEREAS, the Board desires to amend the Plan.

NOW, THEREFORE, the Plan is amended, effective January 1, 2004, as follows:

Section 5 of the Plan is amended by adding the following sentence to the third
paragraph thereof:

                  "Notwithstanding the foregoing sentence, effective January 1,
                  2004, interest will be credited at the rate of 10-year U.S.
                  Treasury bonds as published by the Wall Street Journal on the
                  last day of the preceding calendar year. Such rate will be
                  reviewed and updated annually."

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