CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASE

Exhibit 10.5

CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASE

     This CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between AMERICAN COMMERCIAL LINES LLC (“the Company”), and W. Norbert Whitlock , his dependents, heirs, attorneys, agents, successors and assigns (collectively referenced herein as “Employee”).

R E C I T A L S

     WHEREAS, Employee is currently employed by the Company as Executive Vice President Operations ; and

     WHEREAS, the Company has informed the Employee that his employment is being terminated and that he may be qualified for severance benefits in accordance with the Company’s Salaried Severance Policy and the terms of this Agreement; and

     WHEREAS, both Employee and the Company (collectively, the “Parties”) desire and intend to amicably sever the employment relationship between them in accordance with the terms outlined in this Agreement; and

     WHEREAS, the Parties have read and understood the terms of this Agreement and have been provided a reasonable opportunity to consult with legal counsel prior to executing this Agreement.

     In consideration for the mutual promises and covenants set forth herein, the Parties agree as follows:

     1.  Termination . Employee’s employment with the Company will end on June 30, 2009 (the “Termination Date”).

     2.  Severance Payments . In consideration for the mutual promises and covenants set forth herein, as well as the terms of the Salaried Severance Policy, incorporated herein by reference, the Company agrees to provide Employee with the following:

          (a) Severance pay in an amount equal to Employee’s salary, at the rate in effect on the date of his Termination Date, for Twenty-Six (26) Weeks (the “Severance Payments”). Such Severance Payments shall be paid in Thirteen (13) equal semi-monthly installments, less statutory and employee-authorized payroll deductions, in accordance with the Company’s regular payroll practices and procedures.

          (b) No payments shall be made under this paragraph until the expiration of the seven (7) day revocation period set forth in Paragraph 8(e) herein.

     3.  Employee Benefits .

          (a) Participation in Company-sponsored welfare plans shall cease on Employee’s Termination Date. Employee may exercise his rights to continue coverage under the Company’s group health plan at his own expense in accordance with applicable Federal law. The Company will provide timely notice to Employee regarding these rights as required by law. In addition, Employee may exercise any conversion rights available under other Company-sponsored welfare plans, in accordance with the terms of such plans, if any.

          (b) Employee shall be entitled to any vested benefits under any Company benefit or retirement plans in accordance with the terms of the applicable plan documents. Nothing in this Agreement shall be construed to forfeit, modify or abridge any such vested benefits.

          (c) For stock grants issued to Employee prior to January 1, 2009, Employee shall be entitled to any benefits provided under any Company stock plans in accordance with the terms of the applicable plan documents and award agreements as they relate to termination of employment without “Cause”. Nothing in this Agreement shall be construed to forfeit, modify or abridge any such benefits. All unvested stock awards issued on or after January 1, 2009 will be forfeited as of Employee’s Termination Date.

          (d) The Company shall reimburse Employee for all business expenses incurred prior to his Employee’s Termination Date, provided that such expenses are in compliance with Company policies and Employee submits acceptable documentation of such expenses.

     4.  Vacation . Employee will be paid his accrued but unused vacation in accordance with the Company’s

W. Norbert Whitlock
Execution Copy

Vacation policy and applicable law.

     5.  General Release . Employee, on behalf of himself, his spouse, dependents, heirs, attorneys, successors and assigns, hereby releases, holds harmless and forever discharges American Commercial Lines LLC, as well as its parent companies, subsidiaries, affiliates, successors, predecessors, employees, agents, attorneys, directors and officers, past and present, stockholders and estates in their individual and business capacities, jointly and severally, (collectively referenced herein as “the Released Parties”), from any and all claims, damages, fees, costs or other equitable, legal, statutory or common law relief for any causes of action, obligations, contracts, torts, claims, costs, penalties, fines, liabilities, attorneys’ fees, demands or suits, of whatever kind or character, known or unknown, fixed or contingent, liquidated or unliquidated, whether asserted or unasserted, arising out of or related to Employee’s prior employment with the Company, Employee’s termination from employment with the Company, any other policies or agreements governing terms of Employee’s employment, and any acts or omissions by the Company or any of the Company’s current and former officers, directors, shareholders, principals, attorneys, agents, employees, attorneys, affiliates, parent companies, subsidiaries, successors and assigns, at any time up through the Effective Date of this Agreement. This Agreement shall specifically apply to, but shall not be limited to, claims for violation of civil rights, including violations of Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, or any other local, state or federal statute (or constitution), including but not limited to any claim based upon race, sex, national origin, ancestry, religion, age, mental or physical disability, marital status, sexual preference or denial of Family and Medical Leave; claims arising under the Employee Retirement Income Security Act of 1978 (“ERISA”), or pertaining to ERISA-regulated benefits; claims arising under the Fair Labor Standards Act, including any claims for wages, vacation pay, severance pay, bonus compensation, commissions, deferred compensation, other remuneration of any kind or character; claims for violations of any other federal, state or local law governing employment or labor relations; claims for any obligations, agreements, express or implied contracts; claims for defamation, invasion of privacy, assault and battery, intentional or negligent infliction of emotional distress, negligence, gross negligence, estoppel, conspiracy or misrepresentation; express or implied duties of good faith and fair dealing; wrongful discharge, violations of public policy; and/or torts for any and all alleged acts, omissions or events up through the Effective Date of this Agreement.

     Because you are no longer an employee, you are no longer covered by the Company Securities Trading Policy and there are no trailing contractual constraints related to the exercise of options or purchase or sale of Company stock. You acknowledge you are aware of the Federal securities laws and regulations that prohibit the purchase or sale of a security at a time when an individual possesses material nonpublic information. You will indemnify the Company for any and all claims, damages, fees, costs or other equitable, legal, statutory or common law causes of action related to any trade you make.

     6.  Receipt of Wages and Commissions . Employee shall be paid all salary to which he is entitled for service performed prior to his Termination Date in accordance with the provisions of applicable law. By signing below, Employee acknowledges receipt of all such salary payments due and owing as of his Termination Date.

     7.  Voluntary and Knowing Agreement . Employee acknowledges that he has carefully read and fully understands all of the provisions and effects of this Agreement; that he has been advised to consult with an attorney prior to executing this Agreement; that he participated in the creation of and is voluntarily entering into this Agreement; and that neither the Company nor its agents or attorneys have made any representations or promises as to the terms or effects of this Agreement other than those contained here.

     8.  Compliance with the Older Workers’ Benefit Protection Act . The Parties desire and intend that this Agreement comply with the terms of the Older Workers’ Benefit Protection Act. Accordingly, Employee acknowledges that he has been advised of the following rights:

          (a) Employee understands that local, state and federal laws, including the AGE DISCRIMINATION IN EMPLOYMENT ACT, prohibit employment discrimination based upon age, sex, race, color, national origin, ethnicity, religion, or disability. Employee further understands and agrees that, by signing this Agreement, he agrees to waive any and all such claims, and release the Company from any and all such claims.