CSX Directors' Charitable Gift Plan

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Exhibit 10.4
CSX CORPORATION
DIRECTORS CHARITABLE GIFT PROGRAM
as amended as of December 9, 1992 PLAN OVERVIEW


The Directors Charitable Gift Program provides an opportunity for CSX Corporation and the Directors to jointly participate in a program of charitable giving. Under the plan, with certain limitations, each Director has the ability to designate large contributions to various charities of his or her choice.


The plan is designed such that there is no current tax cost to the Directors and no long-term cost to CSX Corporation. In addition, the plan generates a positive public relations image for the Company and public recognition to the Directors for their personal achievement through their own philanthropy.


HOW THE PLAN WORKS


The Directors Charitable Gift Program works as follows:


- Upon the death of a Director who is a participant in the plan, CSX
makes tax-deductible charitable contributions totaling $1,000,000
on the Director's behalf to the charity or charities selected by
the Director.


- $100,000 will be paid upon the Director's retirement. The balance
of $900,000 will be paid in annual increments of $100,000
commencing on the Director's death.


- The charitable donations will be funded by corporate-owned life
insurance on the Director's life. CSX is the owner and
beneficiary of the policy.


- CSX pays the premiums. At the death of the Director, CSX receives
tax-free benefits.


ADMINISTRATION OF THE PLAN


The plan shall be administered by the Organization and Corporate Responsibility Committee of the Board (the "Committee") in consultation with the Chairman of the Board and the Chief Executive Officer.


The Committee shall have full power and authority to adopt, alter and repeal any administrative rules, regulations and practices governing the operation of the plan as it shall deem advisable and to interpret the terms and provisions of the plan. All decisions, interpretations or resolutions of the Committee shall be conclusive and binding on all interested parties.


ELIGIBILITY


Participation in the plan is discretionary and determined by the Committee. No Director shall be a participant in the plan until he or she has completed five years of service as a Director.
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BENEFITS


Upon the death of a Director currently serving on the CSX Board or retired from ...