CSX TRANSPORTATION INC
RETIREMENT AND SEPARATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g88909exv10w1.htm
<DESCRIPTION>RETIREMENT AND SEPARATION AGREEMENT
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<P align="right" style="font-size: 10pt">Exhibit&nbsp;10.1&nbsp;&nbsp;&nbsp;&nbsp;


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    <TD>&nbsp;</TD>
    <TD align="right" valign="top">Human Resources Department</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
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    <TD>&nbsp;</TD>
    <TD align="right" valign="top">500 Water Street</TD>
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    <TD>&nbsp;</TD>
    <TD align="right" valign="top">Speed Code J-120</TD>
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</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">Jacksonville, FL 32202</TD>
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>ROBERT J. HAULTER</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">Telephone (904)&nbsp;366-5603</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>SENIOR VICE PRESIDENT HUMAN RESOURCES</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">Fax (904)&nbsp;359-1859</TD>
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<P align="center" style="font-size: 10pt">February&nbsp;4, 2004



<P align="left" style="font-size: 10pt"><B>Hand Delivered</B>



<P align="left" style="font-size: 10pt">P. Michael Giftos



<P align="center" style="font-size: 10pt">Retirement and Separation Agreement



<P align="left" style="font-size: 10pt">Dear Mike:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As used in this Agreement, the &#147;Companies&#148; will mean CSX Transportation,
Inc. (&#147;CSXT&#148;) and CSX Corporation (&#147;CSX&#148;) and each reference to &#147;the Companies&#148;
will include CSXT, CSX and their respective affiliates. This Agreement sets
forth the agreement between you and the Companies with respect to your
retirement and separation from employment with the Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Separation. Your resignation from your position as Executive Vice
President and Chief Commercial Officer of CSXT is effective March&nbsp;31, 2004 (the
&#147;Resignation Date&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Separation Pay and Benefits and Perquisites. In exchange for your
commitments and undertakings in this Agreement, the Companies will pay you the
amounts set forth in this Section&nbsp;2.



<P align="left" style="margin-left:3%; font-size: 10pt">a. Separation Payment. The Companies will pay you separation
payments in the amount of one year of your base salary of $375,000
per year in effect as of November&nbsp;10, 2003, payable in (a)&nbsp;monthly
installments for twelve (12)&nbsp;months beginning on April&nbsp;1, 2004 and
ending on March&nbsp;31, 2005, or (b)&nbsp;a single lump sum as soon as
practicable after the Resignation Date, at your election. These
payments, referred to as &#147;Separation Pay&#148; are in lieu of severance
pay under the CSX Corporation Severance Pay Plan or any other
severance or similar plan or program. You agree that you will not
make any claim for separation payments under any such plan or
program.



<P align="left" style="margin-left:3%; font-size: 10pt">b. Bonuses. You will not be eligible for any bonuses under the MICP
Plan.


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<P align="left" style="font-size: 10pt">P. Michael Giftos<br>
February&nbsp;4, 2004<br>
Page 2




<P align="left" style="margin-left:3%; font-size: 10pt">c. Benefits and Perquisites.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Pension Benefits. In addition to tax-qualified benefits
under the CSX Pension Plan (the &#147;Pension Plan&#148;), you will receive a
Special Retirement Allowance under the Special Retirement Plan of
CSX Corporation and Affiliated Corporations, which calculation is
to include constructive service of an additional 2&nbsp;years, for a
total of 44&nbsp;years thereunder. In addition, the reduction of your
Special Retirement Allowance for commencement prior to your
attainment of normal retirement age under the Pension Plan shall be
calculated as though you had attained 58&nbsp;years and two months of
age at the time of such commencement. Your Special Retirement
Allowance benefits shall be payable in a lump sum.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Retiree Medical Benefits. If you elect to commence
receiving your benefits under the Pension Plan as of the
Resignation Date, you and your dependent spouse, Mary, will be
eligible for retiree medical benefits pursuant to the terms of the
CSX Corporation Comprehensive Medical Plan (the &#147;Medical Plan&#148;).
With respect to medical benefits for your spouse, Mary, in the
event that certain medical services or expenses are determined by
the plan fiduciary, Aetna, not to qualify as covered medical
expenses under the Medical Plan, the Company will pay, or provide
you with reimbursement, as applicable, for such uncovered medical
expenses from the Company&#146;s general assets, provided that medical
services and expenses are medically necessary as determined by
physicians chosen by Mrs.&nbsp;Giftos. You agree that in the event the
Company requires any additional information from you or Mrs.&nbsp;Giftos
in order to comply with this provision, that you will provide such
information as necessary.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Outplacement. You will be eligible if you so elect for
a 6-month outplacement assistance program to be provided by Lee
Hecht Harrison. This outplacement assistance must be completed
within one year of the effective date of this Agreement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Perquisites. You will be eligible for the financial
counseling by Ayco for 2004 and reimbursement for tax preparation
for tax years 2003 and 2004, pursuant to the Company&#146;s tax
preparation program. In addition, the Company will continue to pay
for the automobile insurance on your leased car until the earlier
of the end of the lease term in September&nbsp;2004 or the date that you
otherwise dispose of the car. Other than as stated in the previous
sentences, you will not be eligible for any perquisites after March
31, 2004.


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<P align="left" style="font-size: 10pt">P. Michael Giftos<br>
February&nbsp;4, 2004<br>
Page 3




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Options. All CSX options previously granted to you will
vest or
be exercisable in accordance with their terms.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d. Tax. The Companies will withhold applicable taxes, including
railroad retirement, federal, state and local with respect to the
Separation Pay described in Section&nbsp;2.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e. Plan Amendments. YOU ACKNOWLEDGE AND AGREE THAT IF ANY BENEFIT
OR PERQUISITE PLANS OR POLICIES ARE AMENDED OR TERMINATED, YOU WILL BE
SUBJECT TO SUCH AMENDED OR TERMINATED PLANS OR POLICIES.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f. Death. If you die prior receiving all payments contemplated
hereunder, your designated beneficiary will be entitled to the payments
contemplated by Section&nbsp;2 of this Agreement when, and to the extent, such
payments would otherwise have been payable hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Waiver and Release. In exchange for the Separation Pay and benefits
promised herein, you hereby waive and release the Companies from any and all
claims you may have against them, except for claims relating solely to the
performance of their obligations under this Agreement, and further agree to
execute the Waiver and Release attached hereto as Exhibit&nbsp;A at the time of
execution of this Agreement to more completely set forth the parties&#146;
understanding. You are not waiving any claims you might have under the Age
Discrimination in Employment Act that arise after the effective date of this
Agreement. Notwithstanding any failure by you to deliver such additional
Waiver and Release, your obligations under this Agreement, including those
under this Section&nbsp;4, will remain in full force and effect.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;Confidential Information.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. Confidential Information Defined. The parties recognize that
during your employment, you have learned trade secrets and other
information confidential to the Companies and that the Companies would be
substantially injured if the confidentiality of such information were not
maintained. For the purposes of this Section&nbsp;4, &#147;Confidential
Information&#148; means and includes every item of and all the contents of any
discussions, documents, information, technology, procedures, customer
lists, business plans, employee compensation data, pricing information,
strategies, software, financial data, ideas and assumptions and all other
material relating to or in connection with your employment with the
Companies and their property, business methods and practices, suppliers
and customers, other than that which is generally known to the public.
To the


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<P align="left" style="font-size: 10pt">P. Michael Giftos<br>
February&nbsp;4, 2004<br>
Page 4




<P align="left" style="margin-left:2%; font-size: 10pt">extent that the Confidential Information comprises any written
material or other material in a reproducible form by any means
whatsoever, whether manual, mechanical or electronic, you will not copy,
extract or reproduce the same by any means whatsoever, nor provide nor
otherwise make such material available to any third party, nor use such
Confidential Information for your own purposes.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. Restriction on Use. You agree not to disclose to third persons
such documents or Confidential Information without the prior consent of
the Companies, whether for compensation or otherwise. You further agree
not to use such documents or Confidential Information for any purpose
detrimental to the Companies. You will at all times use your best
possible reasonable efforts to ensure that any person to whom the
Confidential Information is disclosed pursuant to this Agreement keeps
the same secret and confidential and observes an obligation of
confidentiality in relation thereto.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. Notice to Prospective Employers. You specifically agree that for
one year after the Resignation Date, you will notify in writing any
prospective employer or client of yours that meets any of the following
criteria of these confidentiality restrictions and your obligations under
this Agreement and state that your provision of services to such
prospective employer or client will not violate this Agreement, and you
will deliver a copy of such notice to the Companies. Any such notice
shall be required for any prospective employer or client that is (i)
engaged in the railroad or intermodal transportation business; (ii)&nbsp;a
customer representing more than 1% of the revenues of either CSXT or CSX
Intermodal, Inc.; (iii)&nbsp;affiliated with the Norfolk Southern Corporation;
or (iv)&nbsp;a labor union or organization or any law firm or other company,
association, or person representing or seeking to represent employees of
the Companies.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d. Non-Solicitation. You will not, at any time before April&nbsp;1,
2005, without the prior written consent of the Companies, 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)&nbsp;months
an employee, representative, officer or director of the Companies or
their affiliates; provided, however, that a public advertisement not
specifically targeted at the employees of the Companies shall not be
deemed to be a solicitation for purposes of this provision.



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e. No Waiver of Legal Rights. You hereby acknowledge that none of
the provisions of this Agreement will be deemed or construed to reduce
the protections afforded the Companies by common law, statute or
regulation.


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<P align="left" style="font-size: 10pt">P. Michael Giftos<br>
February&nbsp;4, 2004<br>
Page 5




<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f. Perpetual Restriction. Notwithstanding the expiration of the
provisions of this Agreement, you acknowledge that your obligations with
respect to Confidential Information are perpetual.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;Private Agreement. It is the desire and in the interest of all parties
affected by this Agreement that the terms hereof be maintained in strictest
confidence. To that end, you and the Companies covenant and agree to maintain
each and every term of this Agreement in the strictest confidence, and to
neither release nor divulge either orally or in writing any term, covenant or
condition hereof to any person, firm or entity provided, however:



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. that the Companies or you may disclose as required by law,
including pursuant to a lawful subpoena or court order;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. that the Companies or you may disclose in accordance with a
prepared written statement approved in advance by the Companies;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. that the Companies may disclose to employees or advisors,
including counsel, determined to have a need to know; or



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d. that you may disclose to your spouse, counsel, tax advisor, and
estate planner, whom you will instruct to preserve confidentiality.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;Governing Law. This Agreement will be governed, construed and
interpreted under the laws of the Commonwealth of Virginia.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;Injunctive Remedy. You acknowledge that any breach or threatened
breach of the covenants set forth in this Agreement would cause irreparable
injury to the Companies and that money damages alone would not provide an
adequate remedy to the Companies. The parties agree that any reviewing court
will have the authority to reform this provision to conform to applicable law,
provided that it is the intent of the parties that this Section&nbsp;7 be given full
effect in all respects.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;Adequate Consideration. You acknowledge and agree that the
compensation and benefits reflected herein and which you have already received
fully satisfy all obligations of the Companies arising from your employment or
the termination thereof and that the Companies are not required to provide the
special separation pay and other termination benefits reflected in this
Agreement under the terms of any personnel policy or benefit plan or contract.
You further acknowledge that you have signed this Agreement in exchange for
consideration in excess of any to which you were otherwise entitled and that
such consideration is satisfactory and adequate for the covenants made by you
herein.


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<P align="left" style="font-size: 10pt">P. Michael Giftos<br>
February&nbsp;4, 2004<br>
Page 6



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;Parties&#146; Intent; Mutual Cooperation. The parties mutually agree to
conduct themselves with a spirit of harmony and mutual cooperation, and to
refrain from and avoid any disparaging or defamatory comments or statements to
any third parties after execution hereof that would reflect negatively on the
business, person or professional reputation of any parties hereto. You
acknowledge and agree that the foregoing applies only to the executive officers
of the Companies and that your remedy with respect to any breach of the
foregoing shall be solely to seek an injunction.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;Litigation. Notwithstanding the termination of your employment you
agree that to the extent required at any time in the future, you will cooperate
and provide information and assistance to the Companies in any dispute,
proceeding, arbitration, investigation or litigation involving the Companies or
their affiliates of which you have knowledge or involvement as a result of your
employment with the Companies. You acknowledge that the demands of such
proceedings are not necessarily within the control of the Companies and agree
that notwithstanding any other provision of this Agreement, you will make
yourself available to the extent possible and will advise the Companies
immediately and in writing of any contacts from third-parties to you in
connection with such proceedings. During any such activity, you will be
reimbursed for reasonable and customary expenses in accordance with the
Companies&#146; Travel and Expense Reimbursement policies and procedures.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;Dispute Resolution. Any dispute, controversy or claim arising out of
or relating to this Agreement, or the breach, termination or validity hereof,
except an injunction proceeding under either Section&nbsp;4 or 7, shall be finally
settled through binding arbitration by a sole, disinterested arbitrator in
accordance with the Rules of the American Arbitration Association. The
arbitrator shall be jointly selected by you and the Companies but, if you and
the Companies do not agree on an arbitrator within thirty days after a party
makes demand for arbitration, the arbitrator shall be designated by the
American Arbitration Association. The award of the arbitrator shall be final
and conclusive, and the arbitration shall be concluded within six months of its
commencement. Each party to the arbitration shall pay the compensation, costs,
fees and expenses of its own witnesses, experts and counsel, and the
compensation and any costs and expenses of the arbitrator shall be borne
equally by the parties.


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<P align="left" style="font-size: 10pt">P. Michael Giftos<br>
February&nbsp;4, 2004<br>
Page 7



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;Entire Agreement. This Agreement, together with the Waiver and
Release Agreement, reflects the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior discussions,
understandings and agreements between the parties with respect to such matters.
For the avoidance of doubt, this Agreement renders null and void in all
respects the Employment Agreement between you and the Companies dated November
1, 2000.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;Time for Consideration. You have a period of twenty-one (21)&nbsp;days to
review and consider this Agreement and you are encouraged to consult an
attorney before signing it. You may use as much or all of this 21-day period
as you wish prior to signing and you acknowledge that you have done so. You
have seven (7)&nbsp;days after you sign this Agreement to revoke it in writing to
Robert J. Haulter, Senior Vice President &#150; Human Resources, CSX Transportation,
Inc., 500 Water Street, Jacksonville, Florida 32202. This Agreement shall not
become effective until the seven days have expired without Mr.&nbsp;Haulter&#146;s having
received such a revocation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;Amendment. The terms of this Agreement may not be amended, deleted or
modified except by prior written agreement signed by you and the Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;Successors and Assigns. You and the Companies have read this
Agreement and understand its contents. You and the Companies further
acknowledge satisfaction with the terms of this Agreement and agree that the
Agreement will be binding upon your and the Companies&#146; respective attorneys,
heirs, personal representatives, successors and assigns.

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    <TD align="left" valign="top">Very truly yours,</TD>
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    <TD>&nbsp;</TD>
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</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">CSX TRANSPORTATION, INC.</TD>
</TR>

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    <TD>&nbsp;</TD>
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</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
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</TR>

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</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Robert J. Haulter</TD>
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<P align="left" style="font-size: 10pt">Reviewed, approved and<br>
agreed as of the _____ day of<br>
February, 2004



<P align="left" style="font-size: 10pt"><HR size="1" noshade width="25%" align="left">
P. Michael Giftos



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<P align="left" style="font-size: 10pt">P. Michael Giftos<br>
February&nbsp;4, 2004<br>
Page 8



<P align="center" style="font-size: 10pt"><B>EXHIBIT A</B><BR>
WAIVER AND RELEASE



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In exchange for CSX Transportation, Inc. (the &#147;Company&#148;) entering into the
Retirement and Separation Agreement with me:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;I hereby release the Company and its affiliates, their respective
employee benefit plans and programs and all present and former employees,
officers, directors and other agents (hereinafter &#147;Released Parties&#148;) from all
claims, demands and legal proceedings I may have based in any way on my
employment in any capacity with the Company, except as provided in Paragraph&nbsp;5
hereof. This includes a release of any rights or claims if any, which I may
have under the Age Discrimination in Employment Act, as amended (&#147;ADEA&#148;), which
prohibits age discrimination in employment; Title VII of the Civil Rights Act
of 1964, as amended by the Civil Rights Act of 1991, which prohibits
discrimination in employment based on race, color, national origin, religion or
sex; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991,
which requires equality in contractual relations without regard to race or
national origin; the Equal Pay Act, which prohibits paying men and women
unequal pay for equal work; the Americans with Disabilities Act of 1990 which
prohibits discrimination against qualified individuals with disabilities; the
Rehabilitation Act of 1973 which prohibits discrimination against the
handicapped; the Employee Retirement Income Security Act; the Fair Labor
Standards Act; Executive Order 11246; the Family and Medical Leave Act; or any
other federal, state or local laws or regulations prohibiting employment
discrimination or regulating any aspect of employment. This also includes a
release of any rights or claims I may have under the Worker Adjustment and
Retraining Notification Act or any similar law which requires, among other
things, that advance notice be given of certain work force reductions. This
also includes a release of any rights or claims I may have for wrongful
discharge; breach of contract, whether express or implied or breach of any
collective bargaining agreement; termination of employment in violation of any
public policy; any other tort or contract claim; the implied covenant of good
faith and fair dealing; negligent or intentional infliction of emotional
distress; fraud or negligent misrepresentation; defamation; any claim for labor
protection, including but not limited to conditions imposed by the Surface
Transportation Board, its predecessor, or any labor agreement; any claim under
any workers&#146; compensation law; and any other claim for relief of any nature.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;I agree to withdraw all lawsuits, if any, against the Released Parties
and I represent that I will not file any lawsuit against the Released Parties
based on the claims released under this Waiver and Release. I promise not to
seek any damages, remedies or other relief for myself personally by filing or
prosecuting a charge with any administrative agency with respect


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<P align="left" style="font-size: 10pt">P. Michael Giftos<br>
February&nbsp;4, 2004<br>
Page 9


<P align="left" style="font-size: 10pt">to any claim purportedly released by this Agreement. I promise to request any
administrative agency or other body assuming jurisdiction of any such lawsuit,
complaint, or charge to withdraw from the matter or dismiss the matter with
prejudice. However, I understand that nothing contained in this paragraph 2
precludes me from challenging the validity of this Waiver and Release under the
ADEA.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I agree to pay the reasonable attorneys&#146; fees, costs, and expenses and any
damages the Released Parties may incur as a result of my filing a lawsuit
against the Released Parties based on the claims released under this Waiver and
Release. However, this paragraph 2 does not apply to lawsuits brought solely
to assert claims under the ADEA.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;I acknowledge that the Company has advised me that in executing this
Waiver and Release, I will waive any rights which I may have against the
Company arising out of any claim under ADEA, including the amendments made by
the Older Worker Benefit Protection Act of 1990, and that the Company has
advised me to consult with an attorney prior to executing this Waiver and
Release. I hereby acknowledge that the terms of this Waiver and Release
constitute adequate consideration in addition to anything of value to which I
already am entitled in connection with my employment relationship with the
Company for my waiver of rights as aforesaid.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;I understand and agree that the terms of this Waiver and Release shall
remain private between the Company and me, provided that I may disclose the
terms to my spouse, counsel, tax advisor and estate planner, or as otherwise
required by law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;It is understood that the consideration from the Company as expressed
herein and in the Retirement and Consulting Agreement shall not be deemed or
construed at any time for any purpose as an admission of liability or violation
of any applicable law by the Company. The Company expressly denies liability
for any and all claims.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;I acknowledge that the provisions of this Waiver and Release shall be
binding upon my heirs, executors, administrators and assigns. By signing this
Waiver and Release I understand that I do not relinquish any rights I currently
have under the CSX Pension Plan or the Tax Savings Thrift Plan for Employees of
CSX Corporation and Affiliated Companies, nor am I waiving any rights or claims
which may arise after the date I sign this Waiver and Release.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;This Waiver and Release shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.


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<P align="left" style="font-size: 10pt">P. Michael Giftos<br>
February&nbsp;4, 2004<br>
Page 10



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;This Waiver and Release may not be modified or amended except by an
instrument in writing signed by the parties hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;If, for any reason, any provision of this Waiver and Release is held
invalid, such invalidity shall not affect any other provision of this Waiver
and Release not held so invalid, and each such other provision shall to the
full extent consistent with law continue in full force and effect.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;I acknowledge that I have been given a period of twenty-one (21)&nbsp;days
to review and consider this Waiver and Release, and that I have been encouraged
to consult an attorney before signing it. I understand that I may use as much
or all of this 21-day period as I wish prior to signing and have done so.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;I understand that I have seven (7)&nbsp;days after I sign this Waiver and
Release to revoke it by notice in writing to Robert J. Haulter, Senior Vice
President &#150; Human Resources, 500 Water Street, 15th Floor J120, Jacksonville,
Florida 32202 and that this Waiver and Release shall not become effective until
the seven days have expired without Mr.&nbsp;Haulter&#146;s having received such a
revocation. This Waiver and Release shall become enforceable upon expiration
of this seven-day revocation period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I HAVE CAREFULLY READ THIS WAIVER AND RELEASE. I FULLY UNDERSTAND THE
FINAL AND BINDING EFFECT OF THIS WAIVER AND RELEASE AND ACKNOWLEDGE THAT IT
CONTAINS AN UNCONDITIONAL, GENERAL, AND VOLUNTARY RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS RELATING TO, OR ARISING OUT OF, MY EMPLOYMENT WITH THE COMPANY
AND/OR MY RETIREMENT AND RESIGNATION FROM THE COMPANY. I ENTER INTO THIS
WAIVER AND RELEASE VOLUNTARILY, WITHOUT COERCION, AND BASED ON MY OWN JUDGMENT
AND NOT IN RELIANCE UPON ANY REPRESENTATIONS, SUGGESTIONS OR PROMISES BY THE
COMPANY, OTHER THAN THOSE CONTAINED HEREIN. I AM SIGNING THIS WAIVER AND
RELEASE VOLUNTARILY AND WITH THE FULL INTENT OF RELEASING THE COMPANY FROM ALL
CLAIMS RELATING TO, OR ARISING OUT OF, MY EMPLOYMENT AND THE RETIREMENT AND
RESIGNATION OF MY EMPLOYMENT.

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    <TD align="left" valign="top">P. Michael Giftos</TD>
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<P align="left" style="font-size: 10pt">P. Michael Giftos<br>
February&nbsp;4, 2004<br>
Page 11



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