Termination Benefits Agreement (2005)Full Document 

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                         TERMINATION BENEFITS AGREEMENT

            This Termination Benefits Agreement ("Agreement") is made and
entered into by and between American Commercial Lines LLC (the "Company") and
its affiliates American Commercial Barge Line LLC ("ACBL"), American Commercial
Lines International LLC ("ACLI"), and Jeffboat LLC ("Jeffboat"), and W. Norb
Whitlock ("Employee").

                                    RECITALS

            A. The Company, ACBL, ACLI and Jeffboat are seeking to reorganize
under chapter 11 of the United States Bankruptcy Code, and the chapter 11 cases
with respect to the Company and certain of its direct and indirect subsidiaries,
including ACBL, ACLI and Jeffboat, are pending in the United States Bankruptcy
Court for the Southern District of Indiana, New Albany Division (the "Court"),
and administratively consolidated as Case No. 03-90305-BHL-11 (the "Chapter 11
Case"). ACBL, ACLI and Jeffboat will be referred to hereafter collectively as
the "Affiliates" and each of them individually as an "Affiliate". All direct and
indirect parents of the Company or an Affiliate and/or all subsidiaries, wholly
or partially owned by the Company or an Affiliate, are referred to as
"affiliates" and each of such entities individually is referred to as an
"affiliate".

            B. The Company and the Affiliates believe that Employee will
continue to make valuable contributions to the productivity of the Company and
one or more of the Affiliates and to maintaining and maximizing the value of the
Company and one or more of the Affiliates.

            C. The Company and the Affiliates desire to encourage Employee to
continue to make such contributions and not to seek or accept employment
elsewhere.

            D. Prior to January 31, 2003 (the "Petition Date"), Employee became
a participant in the American Commercial Lines LLC Salary Continuation Plan (the
"SCP"), a non-qualified retirement benefit plan. Such participation was
memorialized in a Salary Continuation Plan Agreement dated July 1, 1998 (the
"SCP Agreement") between the Company and Employee. As a participant in the SCP,
upon the occurrence of certain events, Employee is entitled to receive a benefit
payment (the "SCP Benefit") according to the terms and conditions of the SCP and
the SCP Agreement. In the Chapter 11 Case, Debtors sought and obtained the
Court's approval to pay sums as they became due under the SCP.

            E. The Company and the Affiliates desire to make a SCP Benefit
payment to Employee under the SCP upon the occurrence of certain conditions set
forth below.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained and the mutual benefits herein provided, the Company
and the Affiliates, jointly and severally, and Employee hereby agree as follows:

<PAGE>

            1. This Agreement shall not become effective unless the following
conditions are satisfied: (a) the Company's Board of Managers adopts a
resolution authorizing the Company and the Affiliates to enter into this
Agreement; and (b) the Court in the Chapter 11 Case enters an order authorizing
the Company and the Affiliates to enter into this Agreement. Provided the
foregoing conditions are satisfied, this Agreement shall be effective as of the
date on which the last condition above is satisfied (the "Effective Date").

            2. This Agreement shall be valid from the Effective Date through
December 31, 2006, unless this Agreement is terminated earlier by virtue of the
severance of Employee's employment for any reason prior to such date.

            3. For purposes of this Agreement, a "Change in Control" of the
Company or an Affiliate means and shall be deemed to have occurred upon the
occurrence of any one or more of the following:

            (a) consummation of a sale or other disposition of all or
      substantially all of the assets of the Company or an Affiliate, other than
      such a sale or other disposition to the Company, one of the Affiliates, an
      affiliate or one or more Existing Creditors (as defined below) of the
      Company or an Affiliate;

            (b) acquisition by any individual, entity or group of beneficial
      ownership of more than fifty percent (50%) of the outstanding membership
      or equity interests of the Company or an Affiliate, except such an
      acquisition by the Company, one of the Affiliates, an affiliate or one or
      more Existing Creditors of the Company or an Affiliate; or

            (c) consummation of a plan of merger or consolidation involving the
      Company or an Affiliate pursuant to which after the merger or
      consolidation more than fifty percent (50%) of the equity interests of the
      surviving entity is owned or controlled by a person or entity other than
      the Company, one of the Affiliates, an affiliate existing prior to such
      merger or consolidation or one or more Existing Creditors of the Company
      or an Affiliate.

            For purposes of (a) through (c) above, "Existing Creditors" means
persons who (1) hold one or more claims (as defined in 11 U.S.C. Section 101(5))
against the Company or one or more of the Affiliates as of the Effective Date,
and (2) have not, prior to consummation of a transaction that would constitute a
"Change in Control," executed a confidentiality agreement with the Company to
perform due diligence in connection with the marketing effort commenced on
behalf of the Company and the Affiliates by American Marine Advisors, Inc.

            Notwithstanding these occurrences, a sale, gift or other transfer of
equity interests in the Debtors that does not provide a material benefit to the
estates in the Chapter 11 Case will not be deemed a change in control.


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