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SCHEDULE 14A INFORMATION
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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April 28, 1994
Mr. Richard Schlefer
Assistant Vice President
College Retirement Equities
730 Third Avenue Center
New York, NY 10017-3206
Dear Mr. Schlefer:
We appreciate your sharing your views with Alan Rudnick and Renee
Weaver yesterday. With regard to a maximum 750,000 share award of stock
options or stock appreciation rights under the proposed amendments to the 1987
Long-Term Performance Stock Plan, perhaps I can put the situation in some
perspective and allay your concerns. Previously, the Plan contained no
maximum award. In CSX's history, there has never been a single award of
750,000 shares. The award of 500,000 stock options last year to our Chairman
and Chief Executive Officer, John W. Snow, was an extraordinary situation, and
it followed months of consideration by committees of the Board of Directors
and by the full Board itself. We do not anticipate a repetition of these
circumstances. We hope that you will see fit to reconsider your vote on
Issue 3.
Thank you for your consideration.
Sincerely,
/S/ MARK G. ARON
----------------
Mark G. Aron
Senior Vice President-
Law and Public Affairs
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