2002 DEFERRED COMPENSATION PLAN OF CSX CORPORATION AND AFFILIATED COMPANIES

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Title: 2002 DEFERRED COMPENSATION PLAN OF CSX CORPORATION AND AFFILIATED COMPANIES
Governing Law: Virginia Date: 3/10/2004
Industry: Railroads Sector: Transportation

2002 DEFERRED COMPENSATION PLAN

OF CSX CORPORATION AND AFFILIATED COMPANIES
, Parties: csx corp

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EXHIBIT 10.26

2002 DEFERRED COMPENSATION PLAN

OF CSX CORPORATION AND AFFILIATED COMPANIES

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TABLE OF CONTENTS

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Page

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INTRODUCTION.................................................................... 1

ARTICLE 1. DEFINITIONS.......................................................... 1

1.1 Account................................................................... 1

1.2 Administrator............................................................. 1

1.3 Affiliated Company........................................................ 1

1.4 Award..................................................................... 1

1.5 Award Deferral Agreement.................................................. 1

1.6 Benefits Trust Committee.................................................. 1

1.7 Board of Directors........................................................ 1

1.8 Change of Control......................................................... 1

1.9 Code...................................................................... 3

1.10 Committee................................................................ 3

1.11 Company Stock............................................................ 3

1.12 Compensation............................................................. 3

1.13 Corporation.............................................................. 3

1.14 Deferral Agreement....................................................... 3

1.15 Distribution Election.................................................... 4

1.16 Distribution Event....................................................... 4

1.17 Divisive Transaction..................................................... 4

1.18 Effective Date........................................................... 4

1.19 Eligible Executive....................................................... 4

1.20 Enrollment Form.......................................................... 5

1.21 Executive Stock Account.................................................. 5

1.22 Form of Payment Election................................................. 5

1.23 ICP Award................................................................ 5

1.24 Independent Accountant................................................... 5

1.25 Matching Credits......................................................... 5

1.26 Member................................................................... 5

1.27 Partial Distribution Election............................................ 5

1.28 Participating Company.................................................... 5

1.29 Plan..................................................................... 6

1.30 Salary Deferrals......................................................... 6

1.31 Salary Deferral Agreement................................................ 6

1.32 Stock Award.............................................................. 6

1.33 Subsidiary............................................................... 6

1.34 Tax Savings Thrift Plan.................................................. 6

1.35 Trust.................................................................... 6

1.36 Valuation Date........................................................... 6

ARTICLE 2. MEMBERSHIP........................................................... 6

2.1 In General................................................................ 6

2.2 Termination of Employment; Re-employment.................................. 6

2.3 Change in Status.......................................................... 7

2.4 Membership Following a Change of Control.................................. 7

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ARTICLES 3. DEFERRAL AGREEMENTS................................................. 7

3.1 Deferral Agreement....................................................... 7

3.2 Modification of Deferral Agreement....................................... 8

ARTICLE 4. AWARD DEFERRAL PROGRAM............................................... 8

4.1 Filing Requirements...................................................... 8

4.2 Amount of Deferral....................................................... 9

4.3 Crediting to Account..................................................... 9

ARTICLES 5. SALARY DEFERRAL PROGRAM............................................. 9

5.1 Filing Requirements...................................................... 9

5.2 Salary Deferral Agreement................................................ 9

5.3 Amount of Salary Deferrals............................................... 10

5.4 Effect of Hardship Withdrawal............................................ 10

5.5 Certain Additional Credits............................................... 10

ARTICLE 6. EXECUTIVE STOCK DEFERRAL PROGRAM..................................... 11

6.1 Stock Awards............................................................. 11

6.2 Executive Stock Account.................................................. 11

6.3 Dividend Reinvestment.................................................... 12

ARTICLE 7. MAINTENANCE OF ACCOUNTS.............................................. 12

7.1 Creation of Account...................................................... 12

7.2 Adjustment of Account.................................................... 13

7.3 Investment Performance Elections......................................... 13

7.4 Changing Investment Performance Elections................................ 14

7.5 Vesting of Account....................................................... 14

7.6 Action Following a Change of Control..................................... 14

ARTICLE 8. DISTRIBUTION OF BENEFITS............................................. 14

8.1 Commencement of Distribution............................................. 14

8.2 Distribution Election.................................................... 14

8.3 Delay of Payment......................................................... 15

8.4 Account Adjustment....................................................... 16

8.5 Hardship Withdrawal, Forfeiture.......................................... 16

8.6 Designation of Beneficiary............................................... 17

8.7 Special Distribution Rules............................................... 17

8.8 Status of Account Pending Distribution................................... 17

8.9 One-time Re-deferral Election............................................ 17

8.10 Change of Control....................................................... 18

ARTICLE 9. FORM OF PAYMENT...................................................... 19

9.1 Timing of Distribution................................................... 19

9.2 Form of Payment Election................................................. 19

9.3 Installments and Withdrawals Pro-Rata.................................... 20

ARTICLE 10. AMENDMENT OR TERMINATION............................................ 20

10.1 Right to Terminate...................................................... 20

10.2 Right to Amend.......................................................... 20

10.3 Uniform Action.......................................................... 21

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ARTICLE 11. GENERAL PROVISIONS.................................................. 21

11.1 No Funding.............................................................. 21

11.2 Obligation.............................................................. 21

11.3 No Contract of Employment............................................... 21

11.4 Withholding Taxes....................................................... 21

11.5 Nonalienation........................................................... 21

11.6 Administration.......................................................... 22

11.7 Impact of Future Legislation or Regulation.............................. 23

11.8 Construction............................................................ 23

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iii

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INTRODUCTION

This 2002 Deferred Compensation Plan of CSX Corporation and Affiliated

Companies (the "Plan") was adopted July 9, 2002. This Plan is generally intended

to provide certain executives eligible to participate in the Tax Savings Thrift

Plan for Employees of CSX Corporation and Affiliated Companies (the "Savings

Plan") with an opportunity to defer the receipt of a portion of their salary,

and/or award(s) under the various incentive compensation plans and programs of

CSX that may be offered from time to time and to restore employer matching

contributions lost under the Savings Plan because of the application of Sections

401(a)(17), 401 (k), 401 (m) and 415 of the Internal Revenue Code of 1986, as

amended. Eligible executives may, if they so elect, designate all or a portion

of such deferrals to be used for payment of education expenses for one or more

members of their families. The Plan is unfunded and is maintained by CSX

Corporation and Affiliated Companies primarily for the purpose of providing

deferred compensation for a select group of management or highly-compensated

employees.

ARTICLE 1. DEFINITIONS

1.1 ACCOUNT means the bookkeeping account maintained for each

Member to record his Salary Deferrals, Matching Credits and the amount of Awards

he has elected to defer, as adjusted pursuant to Article 7.

1.2 ADMINISTRATOR means the Corporation. The duties of the

Administrator shall be performed by a person or persons designated by the Chief

Executive Officer of the Corporation to perform such duties.

1.3 AFFILIATED COMPANY means the Corporation and any company or

corporation directly or indirectly controlled by the Corporation.

1.4 AWARD means the amount other than salary awarded to an

employee of an Affiliated Company under the various incentive compensation plans

and programs of CSX that may be offered from time to time, and which has been

designated by the Administrator as eligible for deferral under the Plan,

including but not limited to ICP Awards, stock awards, stock options and special

incentive awards.

1.5 AWARD DEFERRAL AGREEMENT means a Deferral Agreement filed in

accordance with the Award deferral program described in Article 4.

1.6 BENEFITS TRUST COMMITTEE means the committee created pursuant

to the CSX Corporation and Affiliated Companies Benefits Assurance Trust

Agreement.

1.7 BOARD OF DIRECTORS or "Board" means the Board of Directors of

the Corporation.

1.8 CHANGE OF CONTROL means any of the following:

(a) 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

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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 (i) the then

outstanding shares of common stock of the Corporation (the "Outstanding

Corporation Common Stock"), or (ii) the combined voting power of the

then outstanding voting securities of the Corporation entitled to vote

generally in the election of directors (the "Outstanding Corporation

Voting Securities"); provided, however, that for purposes of this

subsection (a), the following acquisitions shall not constitute a

Change of Control: (i) any acquisition directly from the Corporation;

(ii) any acquisition by the Corporation; (iii) any acquisition by any

employee benefit plan (or related trust) sponsored or maintained by the

Corporation or any corporation controlled by the Corporation; or (iv)

any acquisition by any corporation pursuant to a transaction which

complies with clauses (i), (ii) and (iii) of subsection (c) of this

Section 1.8; or

(b) 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;

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:

(i) 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

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Stock and Outstanding Corporation Voting Securities, as the

case may be;

(ii) 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 except to the extent that such

ownership existed prior to the Business Combination; and

(iii) 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;

(d) 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 (i), (ii) and (iii) of subsection (c) of this

Section 1.8; or

(e) Liquidation or Dissolution. Approval by the

shareholders of the Corporation of a complete liquidation or

dissolution of the Corporation or its principal subsidiary.

1.9 CODE means the Internal Revenue Code of 1986, as amended from

time to time.

1.10 COMMITTEE means the Compensation Committee of the Board of

Directors of CSX Corporation.

1.11 COMPANY STOCK means the common stock of the Corporation.

1.12 COMPENSATION means the "Base Compensation" of an Eligible

Executive as defined in the Tax Savings Thrift Plan, determined prior to: (a)

any Salary Deferrals under Article 5; and (b) any limit on compensation imposed

by Section 401(a)(17) of the Code.

1.13 CORPORATION means CSX Corporation, a Virginia corporation, and

any successor thereto by merger, purchase or otherwise.

1.14 DEFERRAL AGREEMENT means an agreement between an Eligible

Executive and a Participating Company of which he is an employee under which the

Eligible Executive agrees to defer an Award or make Salary Deferrals under the

Plan, as the case may be. The Deferral Agreement shall be on a form prescribed

by the Administrator and shall include any amendments, attachments or

appendices.

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1.15 DISTRIBUTION ELECTION means the election by the Member of the

event triggering the commencement of distribution under Section 8.2.

1.16 DISTRIBUTION EVENT means any of the events listed in Section

1.8, "Change of Control," with the following modification: the words, "Approval

by the shareholders of the Corporation of," in the first line of Sections 1.8(c)

and 1.8(d) are replaced for purposes of this Section 1.16 with the words,

"Consummation of, i.e., actual change in ownership of Outstanding Corporation

Common Stock, Outstanding Corporation Voting Stock, and/or assets of the

Corporation or its principal subsidiary by reason of,".

1.17 DIVISIVE TRANSACTION means a transaction in which the Eligible

Executive's employer ceases to be a Subsidiary or there is a sale of

substantially all of the assets of the Subsidiary.

1.18 EFFECTIVE DATE means November 30, 2002 or with respect to the

Eligible Executives of a company which adopts the Plan, it means the date such

company becomes a Participating Company.

1.19 ELIGIBLE EXECUTIVE means an employee of a Participating

Company, provided that:

(a) For purposes of the award deferral program described

in Article 4:

(i) Such employee is employed by a Participating

Company in salary band 6 or above as of December 30 of the

calendar year for which the Award is made (or in the case of a

multiple-year Award, December 30 of the last calendar year for

which the Award is made); and

(ii) (A) is employed by a Participating Company

and is receiving Compensation of one hundred thousand dollars

($100,000) or more per year; or (B) retired from the

Participating Companies or terminated employment with the

Participating Companies on account of disability as determined

by the Administrator, and was receiving compensation of one

hundred thousand dollars ($100,000) or more per year at the

time of such retirement or termination.

(b) For purposes of the salary deferral program described

in Article 5, such employee is:

(i) eligible for membership in the Tax Savings

Thrift Plan; and

(ii) employed in salary band 6 or above; and

(iii) receiving Compensation of one hundred

thousand dollars ($100,000) or more per year.

(a)(ii) and (b)(ii) shall be adjusted no more frequently than annually,

based on (i) changes in the Consumer Price Index ("CPI"), such

adjustment to be made in increments of ten thousand dollars ($10,000)

only, rounded to next lowest increment as

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indicated by the CPI, or (ii) in the discretion of the Chief Executive

Officer, a review of data regarding eligibility to participate in this

type of program. An employee who is eligible to participate because his

Compensation satisfies the requirements of subsection (a)(ii) or

(b)(iii) above, and is excluded from participation only because of a

subsequent increase in the Compensation requirement shall continue to

be eligible to participate.

(d) The Chief Executive Officer of the Corporation or his

designee may designate any other employee or former employee of an

Affiliated Company as an Eligible Executive, including an employee or

former employee who has previously made deferrals under a prior Company

deferral plan; provided, however, only those employees or former

employees considered to be a select group of management or highly

compensated may be designated as Eligible Executives under this Plan.

Notwithstanding the preceding, following a Change of Control, such

designations are subject to the approval of the Benefits Trust

Committee.

1.20 ENROLLMENT FORM means the form prescribed by the Administrator

that an Eligible Executive who has previously made deferrals under a prior

Company deferral plan may file pursuant to Section 2.1 in order to become a

Member and participate in the Plan.

1.21 EXECUTIVE STOCK ACCOUNT means the bookkeeping account

maintained for each Member to record his deferral of Stock Awards pursuant to

Article 6.

1.22 FORM OF PAYMENT ELECTION means the election by the Member of

the form of distribution he will receive from his Account or Executive Stock

Account pursuant to Section 9.2.

1.23 ICP AWARD means the Participating Companies' Incentive

Compensation Program, including but not limited to the Management Incentive

Compensation Program ("MICP") and the Senior Management Incentive Compensation

Program ("SMICP").

1.24 INDEPENDENT ACCOUNTANT means the independent accountants

engaged by the Corporation and, if selected or changed following a Change of

Control, approved by the Benefits Trust Committee.

1.25 MATCHING CREDITS means amounts credited to the Account of a

Member pursuant to Section 5.5.

1.26 MEMBER means, except as otherwise provided in Article 2, each

Eligible Executive who has executed an initial Deferral Agreement or Enrollment

Form as described in Section 2.1.

1.27 PARTIAL DISTRIBUTION ELECTION means a Distribution Election

for a portion of a Member's Account under Section 8.2(d).

1.28 PARTICIPATING COMPANY means the Corporation and any company or

corporation directly or indirectly controlled by the Corporation, which the

Committee designates as eligible to participate in the Plan in accordance with

Section 11.6(e).

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1.29 PLAN means this 2002 Deferred Compensation Plan of CSX

Corporation and Affiliated Companies, as amended from time to time.

1.30 SALARY DEFERRALS means the amounts credited to a Member's

Account under Section 5.3.

1.31 SALARY DEFERRAL AGREEMENT means a Deferral Agreement filed in

accordance with the salary deferral program described in Article 5.

1.32 STOCK AWARD means an Award that is or will be payable in

Company Stock issued pursuant to the CSX Omnibus Incentive Plan ("COIP") or

another of the Corporation's stock incentive plans, including but not limited to

Performance Shares, nonqualified stock options, Incentive Stock Options,

restricted stock and stock appreciation rights.

1.33 SUBSIDIARY means a corporation more than 50% of the voting

shares of which are owned directly or indirectly by the Corporation.

1.34 TAX SAVINGS THRIFT PLAN means the Tax Savings Thrift Plan for

Employees of CSX Corporation and Affiliated Companies, as amended from time to

time.

1.35 TRUST means the CSX Corporation and Affiliated Companies

Benefits Assurance Trust.

1.36 VALUATION DATE means the last business day of each calendar

month following the Effective Date.

ARTICLE 2. MEMBERSHIP

2.1 IN GENERAL:

(a) An Eligible Executive shall become a Member as of the

date he files his initial Deferral Agreement or an Enrollment Form with

the Administrator. Such Deferral Agreement shall be effective for

purposes of deferring an Award or making Salary Deferrals only as

provided in Articles 4 and 5. Such Enrollment Form shall be effective

for purposes of transferring balances previously deferred under a prior

Company deferral plan to the Member's Account or Executive Stock

Account only as provided in Articles 6 and 7.

(b) As a condition of membership, the Administrator may

require such other information as it deems appropriate.

2.2 TERMINATION OF EMPLOYMENT; RE-EMPLOYMENT:

(a) Subject to Section 2.4, membership shall not cease

upon a Member's termination of employment. In the event that a Member

ceases to be employed by an Affiliated Company, his Salary Deferrals

and Matching Credits shall thereupon be suspended until such time as he

shall be re-employed as an Eligible Executive by an Affiliated Company.

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(b) In the event that a Member ceases to be employed by

an Affiliated Company he shall continue to be a Member of the Plan but

shall not be eligible to defer any portion of any future Awards until

such time as he shall be re-employed as an Eligible Executive by an

Affiliated Company.

may participate in the Plan as follows:

(i) in the case of a Member who prior to

re-employment received the balance in his Account or Executive

Stock Account, by executing a Deferral Agreement or Enrollment

Form as provided in Section 2.1 as though for all purposes of

the Plan the Affiliated Companies had never employed the

Member;

(ii) in the case of a Member who prior to

re-employment did not receive the balance in his Account or

Executive Stock Account, by executing a Deferral Agreement or

Enrollment Form as provided in Section 2.1, provided his

Distribution Elections and beneficiary designation shall

remain in effect.

(iii) distributions shall cease if the

commencement of distribution was because of the Member's

termination of employment (including retirement);

(iv) distributions shall continue if the

commencement of distribution was because the Member chose a

specific date or age for the commencement of benefits and that

date or age has been attained.

2.3 CHANGE IN STATUS:

(a) In the event that a Member ceases to be an Eligible

Executive with respect to Salary Deferrals but continues to be employed

by an Affiliated Company, his Salary Deferrals and Matching Credits

shall thereupon be suspended until such time as he shall once again

become an Eligible Executive. All other provisions of his Salary

Deferral Agreement shall remain in force and he shall continue to be a

Member of the Plan.

(b) In the event that a Member ceases to be an Eligible

Executive with respect to the deferral of Awards hereunder but

continues to be employed by an Affiliated Company, he shall continue to

be a Member of the Plan but shall not be eligible to defer any portion

of any future Awards until such time as he shall once again become an

Eligible Executive.

2.4 MEMBERSHIP FOLLOWING A CHANGE OF CONTROL: Following a Change

of Control, any membership determinations or discretionary actions pursuant to

this Article 2 shall be subject to the approval of the Benefits Trust Committee.

ARTICLE 3. DEFERRAL AGREEMENTS

3.1 DEFERRAL AGREEMENT: A Deferral Agreement shall be in a form,

including electronic form approved by the Administrator, which shall be the sole

judge of the

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proper completion thereof. Such Agreement shall provide for the deferral of an

Award or for Salary Deferrals and may include such other provisions as the

Administrator deems appropriate.

3.2 MODIFICATION OF DEFERRAL AGREEMENT: A Member may elect to

change, modify or revoke a Deferral Agreement as follows by filing a new

Deferral Agreement:

(a) A Member may change the amount of Award he elects to

defer on an Award Deferral Agreement prior to the Agreement's effective

date as provided in Article 4.

(b) A Member may change the rate of his Salary Deferrals

or suspend his Salary Deferrals as provided in Article 5.

ARTICLE 4. AWARD DEFERRAL PROGRAM

4.1 FILING REQUIREMENTS:

(a) With respect to an ICP Award made for a calendar year

or multiple years and determined and paid in the following calendar

year, an Eligible Executive may elect, subject to Section 4.2(a) to

defer all or a portion of his Award, if any, for that year. Such

election shall be made by filing an Award Deferral Agreement with the

Administrator on or before the close of business on November 15 of the

calendar year (or, in the case of a multiple-year Award, the last

calendar year) for which the Award is earned. An election to defer a

portion of an Award shall be an integral percentage of such Award.

(b) With respect to an ICP Award, notwithstanding Section

4.1 (a), an individual who becomes an Eligible Executive after November

15 of the calendar year for which an Award is made, but prior to the

first day of the month in which such Award is determined including

required action by the Board, may elect, subject to Section 4.2(a) to

defer all or a portion of that Award in accordance with this Section

4.1(b). Such election shall be made by filing an Award Deferral

Agreement during the 30 day or shorter period beginning on the date the

individual becomes an Eligible Executive and ending no later than the

last day of the month preceding the month in which the Award is

determined.

election to defer all or a portion of his Award shall be effective on

the last day that such deferral may be elected under Section 4.1 (a) or

4.1 (b) and shall be effective only for the Award in question. An

Eligible Executive may revoke or change his election to defer all or a

portion of his Award at any time prior to the date the election becomes

effective, as described in the preceding sentence. Any such revocation

or change shall be made in a form and manner determined by the

Administrator.

(d) With respect to an Award other than an ICP Award, an

Eligible Executive shall be entitled to defer an Award by filing an

Award Deferral Agreement with the Administrator on or before the close

of business on November 15 of the calendar year immediately prior to

the year in which the

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Award is paid or made available to the Eligible Executive. Such Award

Deferral Agreement shall be effective only for the Award in question.

(e) The Committee in its sole discretion may require that

certain Awards must be deferred, in which case no Award Deferral

Agreement shall be required to be filed.

4.2 AMOUNT OF DEFERRAL:

(a) With respect to an ICP Award, prior to a Change of

Control, the Committee in its sole discretion, may establish such

maximum limit on the amount of

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