<PAGE>   1
                            SUMMARY PLAN DESCRIPTION


                 MARINE TRANSPORT LINES, INC. SALARIED EMPLOYEES
                             RETIREMENT INCOME PLAN


                                     [LOGO]
<PAGE>   2
                            SUMMARY PLAN DESCRIPTION


                 MARINE TRANSPORT LINES, INC. SALARIED EMPLOYEES
                             RETIREMENT INCOME PLAN





     MARINE TRANSPORT LINES, INC. SALARIED EMPLOYEES RETIREMENT INCOME PLAN

<TABLE>
<S>                                                                                               <C>
I. BASIC PLAN INFORMATION.......................................................................   1
         A. Account.............................................................................   2
         B. Employer............................................................................   2
         C. Participant.........................................................................   2
         D. Plan Administrator..................................................................   2
         E. Plan Number.........................................................................   2
         F. Plan Qualification..................................................................   2
         G. Plan Year...........................................................................   2
         H. Service of Process..................................................................   2
         I. Trust Fund..........................................................................   2
         J. Trustee.............................................................................   3

II. PARTICIPATION...............................................................................   3
         A. Eligibility Requirements............................................................   3

III. CONTRIBUTIONS..............................................................................   3
         A. Employee Pretax Contributions.......................................................   4
         B. Employee After-Tax Contributions....................................................   5
         C. Employer Matching Contributions.....................................................   5
         D. Employer Contributions..............................................................   5
         E. Limit on Contributions..............................................................   5
         F. Rollover Contributions..............................................................   5

IV. INVESTMENTS.................................................................................   6
         A. Investments.........................................................................   7
         B. Statement of Account................................................................   8

V. VESTING......................................................................................   9

VII. HARDSHIP WITHDRAWALS.......................................................................  10

VIII. IN-SERVICE WITHDRAWALS....................................................................  11
</TABLE>

<PAGE>   3


<TABLE>
<S>                                                                                               <C>
         A. Withdrawals After Age 59-1/2........................................................  11

IX. TOTAL DISTRIBUTION OF BENEFITS..............................................................  11
         A. Benefit on Termination of Employment................................................  12
         B. Death Benefit.......................................................................  12
         C. Retirement Benefit..................................................................  12
         D. Payment and Form of Benefits........................................................  12

X. MISCELLANEOUS INFORMATION....................................................................  14
         A. Benefits Not Insured by PBGC........................................................  15
         B. Nontransferable Account.............................................................  15
         C. Plan Amendment......................................................................  15
         D. Plan Termination....................................................................  15
         E. Interpretation of Plan..............................................................  15

XI. INTERNAL REVENUE SERVICE TEST...............................................................  15
         A. Non-Discrimination Test.............................................................  16
         B. Top Heavy Test......................................................................  16

XII. PARTICIPANT RIGHTS.........................................................................  16
         A. Claims..............................................................................  17
         B. Statement of ERISA Rights...........................................................  17
</TABLE>

<PAGE>   4
                            SUMMARY PLAN DESCRIPTION

     MARINE TRANSPORT LINES, INC. SALARIED EMPLOYEES RETIREMENT INCOME PLAN



The Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan (the
'Plan') of Marine Transport Lines, Inc. (the 'Employer') has been amended as of
October 1, 1994 (the 'Effective Date'). This Plan is intended to be a qualified
retirement plan under the Internal Revenue Code.

The purpose of the Plan is to enable eligible Employees to save for retirement.
It may also provide certain benefits in the event of death, disability, or other
termination of employment. The Plan is for the exclusive benefit of eligible
Employees and their beneficiaries.

This booklet is called a Summary Plan Description (SPD) and it contains a
summary in understandable language of your rights and benefits under the Plan.
If you have difficulty understanding any part of this SPD, you should contact
the Plan Administrator identified on page two during normal business hours for
assistance.

This SPD is a brief description of the Plan and Trust Agreement (Plan Document).
It is not meant to interpret, extend or change the Plan Document in any way. A
copy of the Plan Document is on file with the Plan Administrator and may be read
by any Employee at any reasonable time. The Plan Document shall govern in the
event of any discrepancy between this SPD and the actual provisions of the Plan.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         1
<PAGE>   5
                            I. BASIC PLAN INFORMATION


A.    ACCOUNT

This is an Account established by the Trustee for the purpose of recording
contributions made on your behalf and any income, expenses, gains or losses
thereon. It may also be referred to as 'Account' balance.


B.    EMPLOYER

The name, address and business telephone number of the Employer is:

         Marine Transport Lines, Inc.
         1200 Harbor Blvd.
         Weehawken, NJ  07087-0901
         (201) 330-0200

The Employer's Identification Number is 51-0115513.


C.    PARTICIPANT

A participant is an eligible Employee who has satisfied the eligibility and
entry date requirements and is eligible to participate in the Plan.


D.    PLAN ADMINISTRATOR

The Plan Administrator is responsible for the administration of the Plan. The
Plan Administrator's duties are specifically identified in the Plan Document.
The name, address and business telephone number of the Plan Administrator is:

         Marine Transport Lines, Inc.
         1200 Harbor Blvd.
         Weehawken, NJ  07087-0901
         (201) 330-0200


E.    PLAN NUMBER

The Plan number is 001.


F.    PLAN QUALIFICATION

The Employer intends to request an individual Determination Letter from the
Internal Revenue Service for the qualification of the Plan.


G.    PLAN YEAR

The Plan Year is the twelve-month period ending on the last day of December.


H.    SERVICE OF PROCESS

The Plan's agent for service of legal process is the Plan Administrator.


I.    TRUST FUND

The Plan is administered under a trust fund arrangement. There is a written Plan
and Trust Agreement entered into between the Trustee and the Employer.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         2
<PAGE>   6
J.    TRUSTEE

The trustee is responsible for holding the Plan assets. The trustee's duties are
specifically identified in the Plan Document and relate only to the assets in
its possession. The name and address of the Plan's Trustee is:

         Fidelity Management Trust Company
         82 Devonshire Street, L10A
         Boston, MA 02109.







                                II. PARTICIPATION





A.    ELIGIBILITY REQUIREMENTS

You are eligible to participate in the Plan if you are an Employee of the
Employer. You will become eligible to participate in the Plan on the first day
of the following month. However, if you are employed as of October 1, 1994 then
you will become eligible to participate on that date.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         3
<PAGE>   7
                               III. CONTRIBUTIONS


For purposes of computing contributions under the Plan, as listed below, your
Employer must first define 'compensation'. Eligible compensation generally means
the taxable compensation for a Plan Year reportable by your Employer on your IRS
Form W-2 for a Plan Year. Your compensation will also include any Employee
pretax contributions you made under the Plan and any salary reductions you made
under your Employer's cafeteria plan, 401(k) plan or other similar plan, if any.
Compensation does not include any taxable fringe benefits or taxable Employee
moving and other expense reimbursements reportable on your annual IRS Form W-2.
Compensation for your first year of eligible Plan participation will be based
upon compensation paid for the entire Plan Year. Tax laws limit the amount of
compensation that may be taken into account each Plan Year and the maximum
amount for the 1999 Plan Year is $160,000 (this amount is subject to adjustment
each year).


A.    EMPLOYEE PRETAX CONTRIBUTIONS

(1).     REGULAR CONTRIBUTIONS

         You may elect to contribute a percentage of your eligible compensation
         into the Plan after you satisfy the Plan's eligibility requirements.
         The percentage of your compensation you elect will be withheld from
         each payroll on a pretax basis and contributed to the Plan on your
         behalf. You may defer, in whole percentages, up to an annual maximum of
         the lesser of 15% of eligible compensation or $10,000 in a calendar
         year (in 1999 and thereafter as adjusted by the Secretary of the
         Treasury). Your Employee pretax contributions belong to you and cannot
         be forfeited for any reason. However, there are special Internal
         Revenue Code rules which must be satisfied and may require that the
         amount of your contributions be reduced. If a reduction in your
         contribution is necessary, you will be notified by the Plan
         Administrator. You may increase or decrease the amount you contribute
         as of the first day of each month. You may completely suspend your
         contributions with sufficient notice to the Plan Administrator.
         Thereafter, if you want to resume your Employee pretax contributions as
         of January 1 and July 1, you must complete a new election form.

(2).     BONUS CONTRIBUTIONS

         You may make Employee pretax contributions on any Employer-paid bonus.
         You may defer a whole percentage from 1 to 100% of any bonus designated
         by the Employer into the Plan on a pretax basis by completing a special
         election form. The total amount of your bonus, catch up and Employee
         pretax contributions for the Plan Year may not exceed 15% of your
         eligible compensation or other applicable Internal Revenue Code limits.
         The Employer may refuse to accept any or all of your bonus contribution
         if it will have an adverse effect on the Plan's Non-Discrimination
         Test.

(3).     CATCH UP CONTRIBUTIONS

         You may make 'catch up' Employee pretax contributions in December. You
         may defer a whole percentage between 1 to 100% of your eligible
         compensation in December into the Plan on a pretax basis by completing
         a special election form. The total amount of your catch up, bonus, and
         Employee pretax contributions for the Plan Year may not exceed 15% of
         your eligible compensation or other applicable Internal Revenue Code
         limits. The Employer may refuse to accept any or all of your catch up
         contribution if it will have an adverse effect on the Plan's
         Non-Discrimination Test.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         4
<PAGE>   8
B.    EMPLOYEE AFTER-TAX CONTRIBUTIONS

After you satisfy the Plan's eligibility requirements, you may elect to
contribute a percentage of your compensation into the Plan on an after-tax
basis. You may contribute, in whole percentages, up to an annual maximum of 10%
of eligible compensation. However, there are special Internal Revenue Code rules
which must be satisfied and the maximum may be a lower percentage. If a
reduction in your contribution is necessary, you will be notified by the Plan
Administrator. The Employer may refuse to accept your after-tax contributions if
they will have an adverse effect on the Plan's Non-Discrimination Test. Your
after-tax contributions belong to you and cannot be forfeited for any reason.


C. EMPLOYER MATCHING CONTRIBUTIONS

Each Plan Year the Employer will make matching contributions in an amount equal
to 100% of your employee pretax contributions but subject to a maximum of 3% of
your eligible compensation contributed to the Plan. You become eligible for the
matching contribution only if you make a pretax Employee contribution.


D.    EMPLOYER CONTRIBUTIONS

After you satisfy the Plan's eligibility requirements, the Employer will make
profit sharing contributions in an amount equal to 3%. Additionally, the
Employer may make annual discretionary profit sharing contributions in an amount
to be determined at Plan Year-end by the Board of Directors Profit sharing
contributions will be allocated in the ratio that your eligible compensation
bears to the total compensation paid to all eligible participants for the Plan
Year. You must be employed as of the last day of the Plan Year to be eligible
for any profit sharing contributions that may be made for that Plan Year.
Employer contributions must be made within prescribed legal time limits.


E.    LIMIT ON CONTRIBUTIONS

Federal law requires that amounts contributed by you and on your behalf by your
Employer for a given limitation year generally may not exceed the lesser of:

         -        $30,000 (or such amount as may be prescribed by the Secretary
                  of the Treasury); or

         -        25% of your annual compensation, excluding any salary
                  reductions to an employer sponsored cafeteria plan, a 401(k)
                  plan, a simplified employee pension or a tax-deferred annuity.

Contributions under this Plan may not exceed the above limits. If this does
occur then excess contributions in your Account may be forfeited or refunded to
you. Income tax consequences may apply to you on any refund. You will be
notified by the Plan Administrator if you will be subject to reduced
contributions on your behalf.

The limitation year for purposes of applying the above limits is the twelve
month period ending December 31. Rollover contributions are not included in the
limits on Employee and Employer contributions.


F.    ROLLOVER CONTRIBUTIONS

You can rollover part or all of an 'eligible rollover distribution' you received
from a prior employer's qualified plan, if allowed by the Plan Administrator.
(The Plan Administrator reserves the right to refuse to accept any rollover
contribution.) Alternatively, you may rollover a distribution you received from
a rollover Individual Retirement Account (IRA) which consisted solely of an
eligible rollover distribution and earnings thereon. If the rollover to the Plan
is not a direct rollover (i.e. you received a cash distribution from your prior
employer's plan or from your rollover IRA), then it must be received by the
Trustee within 60 DAYS of your receipt of the distribution.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         5
<PAGE>   9
You may make a rollover contribution to the Plan before becoming a Participant.
However, you will not become a Participant entitled to make Employee pretax
contributions and share in Employer contributions until you have met the Plan's
eligibility and entry date requirements. Your rollover contribution Account will
be subject to the terms of this Plan and will always be fully vested and
nonforfeitable.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         6
<PAGE>   10
                                 IV. INVESTMENTS





A.    INVESTMENTS

The Employee Retirement Income Security Act of 1974 (ERISA) imposes certain
duties on the parties who are responsible for the operation of the plan. These
parties, called fiduciaries, have a duty to invest plan assets in a prudent
manner. However, an exception exists for plans which comply with ERISA Section
404(c) and permit a participant to exercise control over the assets in his/her
Account and choose from a broad range of investment alternatives. This Plan is
intended to be a Section 404(c) plan. This means that you and not the Plan
fiduciaries are responsible for the investment decisions relating to the assets
in your individual Account under the Plan.

You will have the opportunity to direct the investments of your Account among
the following Fidelity Investments Funds (the Fidelity Fund Number assigned to
each fund is identified in parentheses):

1.       Fidelity Retirement Government Money Market Portfolio  (0631)

             Objective:    Seeks a high current income, preservation of capital,
                           and liquidity from money market instruments issued by
                           the U.S. Government or its agencies.

2.       Managed Income Portfolio  (0632)

             Objective:    Seeks the preservation of capital and high current
                           income from GIC's, BIC's and money market
                           instruments.

3.       Fidelity Investment Grade Bond Fund  (0026)

             Objective:    Seeks a high current income consistent with
                           reasonable investment risk. The Fund also seeks
                           capital appreciation where appropriate.

4        Fidelity Growth  & Income Portfolio  (0027)

             Objective:    Seeks high total return through a combination of
                           current income and capital appreciation. Invests
                           mainly in equity securities of companies that pay
                           current dividends and offer potential growth of
                           earnings.

5.       Fidelity Growth Company Fund  (0025)

             Objective:    Seeks long-term capital appreciation through
                           investments in companies with above-average growth
                           potential.

6.       Fidelity Magellan Fund  (0021)

             Objective:    Seeks growth of capital through investments in common
                           stocks or securities convertible into common stocks.

7.       Fidelity Global Bond  Fund  (0451)

             Objective:    Seeks high total return by investing principally in
                           debt securities issued anywhere in the world.

8.       Fidelity Overseas  Fund  (0094)

             Objective:    Long-term capital appreciation; invests mainly in
                           foreign securities of issuers whose principal
                           activities are outside of the U.S.

9.       Fidelity Puritan Fund  (0004)

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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         7
<PAGE>   11
             Objective:    High income consistent with preservation of capital;
                           invests in a broadly diversified portfolio of
                           high-yeilding common stocks, preferred stocks, and
                           bonds of any quality.

10.      Fidelity Contrafund  (0022)

             Objective:    Capital appreciation; a broad -based stock fund that
                           seeks out undervalued or out-of-favor companies both
                           in the U.S. and abroad.

11.      Fidelity  Low-Priced Stock  (0316)

             Objective:    Capital appreciation; invests mainly in a portfolio
                           of low-priced stocks ($25 or less at time of
                           purchase) that may be undervalued,overlooked or
                           out-of-favor.

12.      Spartan U.S. Equity Index Portfolio  (0650)

             Objective:    Seeks investment results that correspond to the total
                           return performance of the Standard and Poor's 500
                           Index by duplicating the investment composition.



You may obtain a prospectus or financial report for each of the above mutual
funds by calling Fidelity at 1-800-544-8888. You may redirect the investment of
your future contributions or exchange your existing Account balance among the
above Fidelity mutual funds by calling 1-800-835-5097 on any business day
between 8:30 AM (ET) and 8:00 PM (ET). Exchanges of your existing Account
balance may only be made . You may call this same number 24 hours per day, seven
days per week to check Account balances, prices or yields. All telephone calls
will be recorded. You have the right to vote any mutual funds proxies based on
the number of shares you own.

Exchanges requested before 4:00 PM (ET) will be processed on that same business
day based on the closing price of the mutual fund. Exchanges requested after
4:00 PM (ET) will be processed based on the next business day's closing price of
the mutual fund. The minimum exchange is the lesser of $250 or 100% of your
Account balance in the mutual fund. If your exchange is less than $250 then it
may only be exchanged into one mutual fund. A written confirmation of your
exchange will be mailed to you within seven business days. Fidelity reserves the
right to change, restrict, or terminate participant exchange procedures to
protect mutual fund shareholders.

Exchanges from the Managed Income Portfolio* to certain bond or money market
funds (considered "competing funds"), must first be exchanged to an option that
is "non-competing", such as an equity mutual fund. After 90-days, you can then
exchange to a "competing fund". Please contact your Plan Administrator or a
Fidelity Participant Services Group representative at 1-800-835-5097 for more
information.



* The Managed Income Portfolio is not a mutual fund, but it is a commingled pool
of the Fidelity Group Trust for Employee Benefit Plan. It is managed by Fidelity
Management Trust Company.


B.    STATEMENT OF ACCOUNT

Your Account will be updated each business day to reflect any investment
earnings or losses on each Fidelity Investments mutual fund. A quarterly
statement disclosing the value of your Account will be mailed to you within 20
days of the following dates: January 31, April 30, July 31 and October 31


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         8
<PAGE>   12
                                   V. VESTING


The term 'vesting' refers to your nonforfeitable right to the money in your
Account. You receive vesting credit for the number of year(s) that you have
worked for the Employer and any other legally related Employer. If you terminate
your employment with the Employer, then you may be able to receive a portion or
all of your Account based on your vested percentage. You are always 100% vested
in your own Employee pretax Account, after-tax Account, Employer match, Employer
profit sharing contribution Account, rollover Account and earnings thereon.







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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan         9
<PAGE>   13
                            VII. HARDSHIP WITHDRAWALS

If approved by the Plan Administrator, you may withdraw your Employee pretax
contributions, and rollover contributions if applicable, to satisfy any of the
following immediate and heavy financial needs: (1) unreimbursed medical expenses
for you, your spouse, children or dependents; (2) the purchase of your principal
residence; (3) to prevent your eviction from or foreclosure on your principal
residence; or (4) to pay for post-secondary education expenses for you, your
spouse, children or dependents for the next twelve months.

In accordance with Internal Revenue Service regulations you must first withdraw
your Employee after-tax contributions Account and exhaust all other assets
available to you prior to obtaining a hardship withdrawal. This includes
obtaining a withdrawal of any Employee after-tax contribution in your Account
and a loan from any other qualified plan maintained by your Employer. Your
Employee pretax contributions to this Plan and any other Employer-sponsored
qualified or non-qualified plan will be suspended for twelve months after your
receipt of the hardship withdrawal. If you are married your spouse's consent
will be required on the hardship withdrawal form. Your spouse's consent must be
witnessed by a Plan representative or a Notary Public. The minimum hardship
withdrawal is $1,000.

The Plan Administrator will provide you with the appropriate form upon request.
Hardship withdrawals will be withdrawn from available investment options in the
order established by the Trustee. Consult your Plan Administrator for more
information.

You will be taxed on the amount of any hardship withdrawal under Internal
Revenue Code rules and a 10% IRS premature distribution penalty tax may also be
imposed on your withdrawal. Your hardship withdrawal will also be subject to the
mandatory 20% Federal income tax withholding. You should refer to the 'Total
Distribution of Benefits' section of this SPD.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan        10
<PAGE>   14
                          VIII. IN-SERVICE WITHDRAWALS


A.    WITHDRAWALS AFTER AGE 59-1/2

If you have reached age 59-1/2 then you may elect to withdraw all or a portion
of your entire Account while you are still employed by your Employer. The Plan
Administrator will provide you with the appropriate form upon request.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan        11
<PAGE>   15
                       IX. TOTAL DISTRIBUTION OF BENEFITS


A.    BENEFIT ON TERMINATION OF EMPLOYMENT

If you terminate your employment with your Employer, then you may elect to
receive a distribution of your vested Account balance from the Plan. You should
contact the Plan Administrator to obtain the appropriate form to complete to
request a distribution.


B.    DEATH BENEFIT

If you die while a Participant in the Plan or before any or all benefits are
paid to you, then your beneficiary or beneficiaries will be entitled to receive
your Account balance. You may designate a beneficiary or beneficiaries on a
designation form. The completed beneficiary designation form must be filed with
the Plan Administrator. If you are married and want to designate someone other
than your spouse as your primary beneficiary, then your spouse must consent to
this designation by signing the form. His/her signature must be witnessed by a
Plan representative or a Notary Public. You should contact the Plan
Administrator to obtain a beneficiary designation form.




C.    RETIREMENT BENEFIT

You do not have to terminate your employment with your Employer just because you
attain your early retirement age of 55 or you attain your normal retirement age
of 65.


D.    PAYMENT AND FORM OF BENEFITS

The Plan is designed to provide you with benefits at the time of your
retirement. However, if your employment with your Employer is terminated because
of death, disability, retirement, or for any other reason, then you may request
a distribution of your vested Account balance upon proper written direction
delivered to the Plan Administrator. You should contact the Plan Administrator
to obtain the appropriate form to request a distribution and a copy of the
'Special Tax Notice Regarding Plan Payments'. Even if your employment with the
Employer has not terminated, the Plan Administrator will direct the Trustee to
begin distributions to you no later than April 1 of the calendar year after you
attain the age of 70-1/2.

The Plan Administrator will direct the Trustee to make a lump sum distribution
to you if you terminate your employment and your vested Account balance is less
than $5,000 regardless of whether you request the distribution. Your written
consent and your spouse's written consent will be required for any distribution
before age 65 if your vested Account balance is greater than $5,000. Properly
authorized distribution requests will be processed by the Trustee on a monthly
basis. The following forms of benefits are available under the Plan:

-        LUMP SUM DISTRIBUTIONS

             Your entire vested Account balance will be paid to you within one
             calendar year. If your vested Account balance is greater than
             $5,000 and you are a married Participant, spousal consent for a
             lump sum distribution will be required on the Payout Request Form.
             The consent must be witnessed by a Plan representative or a Notary
             Public.

-        INSTALLMENT DISTRIBUTIONS

             Your vested Account balance will be paid to you in periodic
             payments if your Account balance is greater than $5,000. If you are
             a married Participant, spousal consent for an installment
             distribution will be required on the Payout Request Form and must
             be witnessed by a Plan representative or a Notary Public.

-        PURCHASE OF AN ANNUITY


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan        12
<PAGE>   16
             The normal form of payment under this Plan is an annuity. This
             means that your vested Account balance as of your annuity starting
             date will be used to purchase a life annuity contract from an
             insurance company if you are single, or a qualified joint and
             survivor annuity if you are married. (The annuity starting date is
             the date that is ninety days prior to the initial annuity payment.)
             The insurance company will make monthly payments to you for your
             life based upon the type of annuity purchased. Upon your death,
             your spouse, if he/she is still living at your death, will receive
             50% of the monthly amount you received. The annuity will stop once
             your spouse dies and all payments will cease.

             You may choose a form of payment other than the annuity only upon
             proper election by you and your spouse, if applicable. Any election
             to waive the qualified joint and survivor annuity must be made in
             writing by you and your spouse. Your spouse's signature must be
             witnessed by a Plan representative or a Notary Public. You may
             obtain the appropriate waiver election form from the Plan
             Administrator.

             If you are 35 or older and die while you are still employed by the
             Employer then your surviving spouse will be entitled to a qualified
             pre-retirement survivor annuity. Your Account balance may be used
             to purchase an annuity contract from an insurance company. Monthly
             benefit payments will then be made from the insurance company
             directly to your spouse for his/her lifetime. You and your spouse
             may waive the qualified pre-retirement survivor annuity upon proper
             election and choose another form of payment or another beneficiary.
             Any waiver must be made in writing by you and your spouse. Your
             spouse's signature must be witnessed by a Plan representative or a
             Notary Public. You can obtain the appropriate waiver election form
             from the Plan Administrator.

Lump sum distributions and in certain situations installment distributions will
be subject to the following rules:

     (1).    CASH DISTRIBUTION

             Any taxable distribution paid by the Trustee directly to you will
             be subject to mandatory Federal income tax withholding of 20% of
             the requested distribution. You will receive 80% of the taxable
             distribution and the other 20% will be sent to the IRS as Federal
             income tax withholding for that year. You cannot elect out of this
             tax withholding. This withholding is not a penalty but rather a
             prepayment of your Federal income taxes.

             You may rollover the taxable distribution you receive to an IRA or
             your new employer's qualified Plan, if it accepts rollover
             contributions. However, you must rollover this distribution within
             60 DAYS after receipt. You will not be taxed on any amounts rolled
             over directly into the IRA or your new employer's qualified Plan
             until those amounts are later distributed to you.

     (2).    DIRECT ROLLOVER DISTRIBUTION

             As an alternative to a cash distribution, you may request that your
             entire distribution be rolled directly into a Fidelity IRA, a
             non-Fidelity IRA or to your new employer's qualified plan if it
             accepts rollover contributions. Federal income taxes will not be
             withheld on any direct rollover distribution.

             (a).    Rollover to a Fidelity IRA - You must complete a Fidelity
                     'SEE' Rollover IRA application. Attach this application to
                     the completed Payout form. After authorizing your
                     distribution, the Plan Administrator will forward this
                     material to the Trustee. Your vested Account balance will
                     be transferred to a Fidelity Rollover IRA.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan        13
<PAGE>   17
             (b).    Rollover to a Non-Fidelity IRA - You must complete a Payout
                     form and indicate the name and address of the custodian or
                     trustee, and Account number for your IRA. After authorizing
                     your distribution, the Plan Administrator will forward the
                     form to the Trustee. A check will be issued by the Trustee
                     payable to the IRA custodian or trustee for your benefit.
                     The check will contain the notation 'Direct Rollover' and
                     it will be mailed directly to you. You will be responsible
                     for forwarding it on to the custodian or trustee. You must
                     provide the Plan Administrator with complete information to
                     facilitate your direct rollover distribution.

             (c).    Rollover to your New Employer's Qualified Plan - You
                     should check with your new employer to determine if
                     its plan will accept rollover contributions. If
                     allowed, then you must complete a Payout form and
                     indicate the name, address and plan number of your
                     new employer's qualified plan. After authorizing your
                     distribution, the Plan Administrator will forward the
                     form to the Trustee. A check will be issued by the
                     Trustee payable to the trustee of your new employer's
                     qualified plan. The check will contain the notation
                     'Direct Rollover' and it will be mailed directly to
                     you. You will be responsible for forwarding it on to
                     the new trustee. You must provide the Plan
                     Administrator with complete information to facilitate
                     your direct rollover distribution.

     (3).    COMBINATION CASH DISTRIBUTION AND DIRECT ROLLOVER DISTRIBUTION

             You may request that part of your distribution be paid directly to
             you and the balance to be rolled into an IRA or your new employer's
             qualified Plan. Any cash distribution you receive will be subject
             to the Federal income tax withholding rules referred to in (1). Any
             direct rollover distribution will be made in accordance with (2).

             You will pay income tax on the amount of any taxable distribution
             you receive from the Plan unless it is rolled into an IRA or your
             new employer's qualified Plan. A 10% IRS premature distribution
             penalty tax may also apply to your taxable distribution unless it
             is rolled into an IRA or another qualified plan. The 20% Federal
             income tax withheld under this section may not cover your entire
             income tax liability. Consult with your tax advisor for further
             details.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan        14
<PAGE>   18
                          X. MISCELLANEOUS INFORMATION


A.    BENEFITS NOT INSURED BY PBGC

Benefits provided by the Plan are not insured or guaranteed by the Pension
Benefit Guaranty Corporation (PBGC) under Title IV of the Employee Retirement
Income Security Act of 1974 (ERISA) because the insurance provisions under ERISA
are not applicable to this particular Plan. You will only be entitled to the
vested benefits in your Account based upon the provisions of the Plan.


B.    NONTRANSFERABLE ACCOUNT

Your Account may not be transferred, assigned or used as collateral for a loan
except to the extent required by law. Creditors may not attach, garnish or
otherwise interfere with your Account balance except in the case of a Qualified
Domestic Relations Order (QDRO). A QDRO is a special order issued by the court
in a divorce, child support or similar proceeding. In this situation, your
spouse (or former spouse) or someone other than you or your beneficiary, may be
entitled to a portion or all of your Account balance.


C.    PLAN AMENDMENT

Certain provisions of the Plan are subject to amendment by the Employer that may
directly or indirectly modify certain Plan rights and benefits. Any amendment
changing the vesting schedule cannot reduce the existing vested percentage of
your Account balance derived from Employer contributions. If you have three or
more years of service with the Employer and the vesting schedule is amended then
you will be given a choice to have the vested percentage of future Employer
contributions made to your Account computed under the new or the old vesting
schedule. The Plan Administrator will provide you with the appropriate
information to make an informed decision if the Plan's vesting schedule is
amended.


D.    PLAN TERMINATION

The Employer has no legal or contractual obligation to make annual contributions
to or to continue the Plan. With the approval of the Board of Directors, the
Employer may at any time reduce or suspend its contributions, if applicable. In
the event the Plan should terminate, the Plan Administrator will facilitate the
distribution of Account balances under the provisions of the Plan and Trust
Agreement until all assets have been distributed by the Trustee. While the
Employer intends to continue the Plan, it reserves the right to change or
terminate the Plan at any time as circumstances may dictate.


E.    INTERPRETATION OF PLAN

The Plan Administrator has the power and discretionary authority to construe the
terms of the Plan and to determine all questions that arise under it. Such power
and authority include, for example, the administrative discretion necessary to
resolve issues with respect to an Employee's eligibility for benefits, credited
services, disability, and retirement, or to interpret any other term contained
in Plan documents. The Plan Administrator's interpretations and determinations
are binding on all participants, employees, former employees, and their
beneficiaries.


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<PAGE>   19
                        XI. INTERNAL REVENUE SERVICE TEST


A.    NON-DISCRIMINATION TEST

Your Plan is intended to qualify under Section 401(k) of the Internal Revenue
Code. The Internal Revenue Service requires the Plan to meet special
non-discrimination test as of the last day of each Plan Year. This test is
intended to ensure that there is a fair level of participation by all eligible
participants.

In order to meet the test, the Employer encourages participation from all
eligible Employees. Depending upon the results of the test, the Plan
Administrator may have to refund Employee pretax contributions contributed to
the Plan to certain highly compensated employees, as determined under Internal
Revenue Service regulations. Employee pretax contributions will be refunded on a
prorata basis from each investment option. You will be notified by the Plan
Administrator if any of your contributions will be refunded to you.


B.    TOP HEAVY TEST

The Plan is subject to strict Internal Revenue Service rules. One of these rules
involves a 'Top-Heavy' test. Each Plan Year, the Plan Administrator tests this
Plan together with all other Employer-sponsored qualified plans to make sure
that no more than 60% of the benefits are for 'Key' Employees. If this Plan is
Top-Heavy, then the Employer may be required to make minimum annual
contributions to this Plan for you if you are employed as of Plan Year-end.


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<PAGE>   20
                             XII. PARTICIPANT RIGHTS


A.    CLAIMS

     (1).    CLAIM PROCEDURE

             You or your Beneficiary should make a request to obtain any
             benefits you are entitled to under the Plan in the event of your
             termination of employment. The Plan Administrator will provide you
             with a request form to complete. Your request will be considered a
             claim and will be subject to a full and fair review by the Plan
             Administrator. If your claim is wholly or partially denied by the
             Plan Administrator then you may appeal it in accordance with the
             claim review procedure.

     (2).    CLAIM REVIEW PROCEDURE

             You or your Beneficiary may file a claim for benefits under the
             Plan with the Plan Administrator on a form supplied by the
             Employer. The Plan Administrator will provide you with written
             notice of the disposition of your claim within 90 days after it has
             been filed (or, in certain circumstances, within 180 days). In the
             event the claim is denied then the reasons shall be disclosed
             and/or provisions of the Plan shall be cited as appropriate.

             You or your Beneficiary upon request to the Plan Administrator may
             appeal the denial of your claim. If you wish further consideration
             of your position then you must provide the Plan Administrator with
             a written request for a hearing. You must also provide a detailed
             written statement of your position for your claim and file it with
             the Plan Administrator no later than 60 days after requesting a
             hearing. The Plan Administrator shall make a decision on your claim
             and it will be communicated to you in writing within 60 days (or,
             in certain circumstances, within 120 days). It will advise you if
             you have any right to appeal the decision.


B.    STATEMENT OF ERISA RIGHTS

As a participant in this Plan you are entitled to certain rights and protections
under ERISA that provides that all Plan Participants shall be entitled to the
following:

     -       Examine, without charge, at the Plan Administrator's office and at
             other specified locations such as work sites and union halls, all
             Plan Documents, including insurance contracts, collective
             bargaining agreements and copies of all documents filed by the Plan
             with the U.S. Department of Labor, such as detailed annual reports
             and Plan descriptions.

     -       Obtain copies of all Plan Documents and other Plan information upon
             written request to the Plan Administrator; the Plan Administrator
             may make a reasonable charge for the copies.

     -       Receive a summary of the Plan's annual financial report. The Plan
             Administrator is required by law to furnish you with a copy of this
             summary annual report.

     -       Obtain a statement of your Account under the Plan. You must direct
             this request in writing to the Plan Administrator. You may request
             a statement only once a year and the Plan must provide the
             statement free of charge.

In addition to creating rights for Plan Participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan.
The people who operate your Plan, called 'fiduciaries' of the Plan, have a duty
to do so prudently and in the interest of you and other Plan Participants and
beneficiaries. No one, including your Employer, your union, or any other person,
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a pension benefit or exercising your rights under ERISA.


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Marine Transport Lines, Inc. Salaried Employees Retirement Income Plan        17
<PAGE>   21
If your claim for a benefit is denied, in whole or in part, you must receive a
written explanation of the reason for the denial. You have the right to have the
Plan Administrator review and reconsider your claim. Under ERISA, there are
steps you can take to enforce the above rights. For instance, if you request
materials from the Plan and do not receive them within 30 days, you may file
suit in a federal court. In such a case, the court may require the Plan
Administrator to provide the materials and pay you up to $100 a day until you
receive the materials, unless the materials were not sent for reasons beyond the
control of the Plan Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in
part, you may file suit in a state or federal court. If it should happen that
Plan fiduciaries misuse the Plan's money, or if you are discriminated against
for asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court. If you are successful, the court
may order the person you have sued to pay these costs and fees. If you lose, the
court may order you to pay these costs and fees; for example, if it finds your
claim frivolous. If you have any questions about your Plan, you should contact
the Plan Administrator. If you have any questions about your rights under ERISA,
you should contact the nearest area office of the U.S. Labor-Management Services
Administration, Department of Labor.


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