THE GREENBRIER
                      SAVINGS AND INVESTMENT PLAN AND TRUST
                                 TRUST AGREEMENT






                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I        TRUSTEES AND TRUST FUND.......................................1

        1.1. NAME OF TRUST.....................................................1

ARTICLE II       PLAN..........................................................2

        2.1. DELIVERY OF PLAN TO TRUSTEE.......................................2

ARTICLE III      ADMINISTRATOR.................................................2

        3.1. NOTIFICATION OF NAME OF ADMINISTRATOR.............................2

ARTICLE IV       CONTRIBUTIONS.................................................3

        4.1. RECEIPT OF CONTRIBUTION...........................................3

ARTICLE V        TRUSTEE.......................................................3

        5.1. BASIC RESPONSIBILITIES OF THE TRUSTEE.............................3

        5.2. INVESTMENT POWERS AND DUTIES OF THE TRUSTEE.......................4

        5.3. OTHER POWERS OF THE TRUSTEE.......................................5

        5.4. DUTIES OF THE TRUSTEE REGARDING PAYMENTS..........................8

        5.5. TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES.....................8

        5.6. ANNUAL REPORT OF THE TRUSTEE......................................8

        5.7. AUDIT.............................................................9

        5.8. RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE....................9

        5.9. TRANSFER OF INTEREST.............................................10

        5.10. DIRECT ROLLOVER.................................................11

        5.11. EMPLOYER SECURITIES AND REAL PROPERTY...........................12

ARTICLE VI       AMENDMENT, TERMINATION AND MERGERS...........................12

        6.1. AMENDMENT........................................................12



        6.2. TERMINATION......................................................13

        6.3. MERGER OR CONSOLIDATION..........................................13

ARTICLE VII      MISCELLANEOUS................................................13

        7.1. QUALIFIED TRUST..................................................13

        7.2. CONSTRUCTION OF AGREEMENT........................................13

        7.3. GENDER AND NUMBER................................................13

        7.4. LEGAL ACTION.....................................................14

        7.5. BONDING..........................................................14

        7.6. HEADINGS.........................................................14

        7.7. IRREVOCABILITY OF TRUST..........................................14



<PAGE>



                                 THE GREENBRIER
                      SAVINGS AND INVESTMENT PLAN AND TRUST
                                 TRUST AGREEMENT

               THIS  AGREEMENT,  hereby  made and  entered  into this 1st day of
June, 1998, by and between CSX Hotels,  Inc. dba The Greenbrier (herein referred
to as the "Employer") and Smith Barney  Corporate Trust Company (herein referred
to as the "Trustee").

                                   WITNESSETH:

               WHEREAS, the Employer has concurrently  herewith adopted a Profit
Sharing Plan known as the The Greenbrier  Savings and Investment  Plan and Trust
(herein referred to as the Plan); and

               WHEREAS,  under the terms of the  Plan,  funds  will from time to
time be contributed to the Trustees (herein referred to as the "Trustee"), which
funds as and when  received by the Trustee,  will  constitute a trust fund to be
held by said Trustee under the Plan for the benefit of the Participants or their
Beneficiaries; and

               WHEREAS,  the Employer desires the Trustee to hold and administer
such funds and the Trustee is willing to hold and administer such funds pursuant
to the terms of this Agreement;

               NOW,  THEREFORE,  for and in consideration of the premises and of
the mutual  covenants herein  contained,  the Employer and the Trustee do hereby
covenant and agree as follows:

                                    ARTICLE I
                             TRUSTEES AND TRUST FUND

     1.1.   NAME OF TRUST

(a)                   This Trust shall be entitled the "The  Greenbrier  Savings
                      and   Investment   Plan  and   Trust,   Trust   Agreement"
                      (hereinafter referred to as the "Trust"),  and shall carry
                      into   effect   the   provisions   of  the  Plan   created
                      concurrently  herewith and forming a part  hereof.  All of
                      the  definitions  in such  Plan  are  hereby  incorporated
                      herein by reference.  The Trustee  hereby agrees to act as
                      Trustee  of  the  Trust,  and  to  take,   hold,   invest,
                      administer and distribute in accordance with the following
                      provisions,  any and all  contributions and assets paid or
                      delivered to the Trustee pursuant to the Plan.

(b)                   All of  the  assets  at any  time  held  hereunder  by the
                      Trustee are  hereinafter  referred to  collectively as the
                      "Trust Fund." All right,  title and interest in and to the
                      assets of the Trust  Fund  shall be at all  times,  vested
                      exclusively in the Trustee.

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(c)                   The Trustee shall receive, take and hold any contributions
                      paid to the  Trustee by the  Employer  in cash or in other
                      property  acceptable to the Trustee.  All contributions so
                      received  together with the income therefrom and any other
                      increment  thereon shall be held managed and  administered
                      by the  Trustee  pursuant  to the terms of this  Agreement
                      without  distinction  between  principal  and  income  and
                      without liability for the payment of interest thereon. The
                      Trustee shall not be responsible for the collection of any
                      contributions to the Plan.

                                   ARTICLE II
                                      PLAN

     2.1.   DELIVERY OF PLAN TO TRUSTEE

               The Employer  shall deliver to the Trustee a copy of the Plan and
of any  amendment  thereto for  convenience  of reference,  but rights,  powers,
titles,  duties,  discretions  and  immunities  of the Trustee shall be governed
solely by this instrument without reference to the Plan.

                                   ARTICLE III
                                  ADMINISTRATOR

     3.1.   NOTIFICATION OF NAME OF ADMINISTRATOR

(a)                   The Plan provides for the appointment of an  Administrator
                      or    Administrators    (herein   referred   to   as   the
                      "Administrator"),  to  administer  the Plan.  The Employer
                      shall  notify  the  Trustee  in writing of the name of the
                      Administrator,  and of any change in the  identity of such
                      Administrator.  Until notified of the change,  the Trustee
                      shall be fully  protected  in acting  upon the  assumption
                      that  the  identity  of the  Administrator  has  not  been
                      changed.

(b)                   All directions by the Administrator to the Trustee shall
                      be in writing signed by such Administrator.

(c)                   The Employer shall furnish to the Trustee a specimen
                      signature of the  Administrator or Administrators  at the
                      time he or they are appointed.

(d)                   The  Administrator  shall  have  sole  responsibility  for
                      determining  the  existence,   non-existence,  nature  and
                      amount of the rights and  interests  of all persons in the
                      Trust Fund.

                                       2

                                   ARTICLE IV
                                  CONTRIBUTIONS

     4.1.   RECEIPT OF CONTRIBUTION.

               The Trustee shall receive all contributions paid in cash or other
property  acceptable to the Trustee,  and all contributions so received together
with the income therefrom and any increment  thereon shall be held,  managed and
administered  by the Trustee  pursuant  to this  Agreement  without  distinction
between  principal  and income.  The  Trustee  shall have no duty to require any
contributions to be made to the Trustee by the Employer or to determine that the
amounts  received  comply with the Plan, or to determine  that the Trust Fund is
adequate to provide the benefits payable pursuant to the Plan.

                                    ARTICLE V
                                     TRUSTEE

     5.1.   BASIC RESPONSIBILITIES OF THE TRUSTEE

(a)                   The Trustee shall have the following categories of
                      responsibilities:

        (1)                  Consistent  with the  "funding  policy and  method"
                             determined by the Employer, to invest,  manage, and
                             control the Plan assets  subject,  however,  to the
                             direction  of a  Participant  with  respect  to his
                             Participant  Directed Accounts,  the Employer or an
                             Investment Manager appointed by the Employer or any
                             agent of the Employer;

        (2)                  At the  direction  of the  Administrator,  to pay
                             benefits  required  under  the  Plan  to be  paid
                             to  Participants, or, in the event of their death,
                             to their Beneficiaries; and

        (3)                  To maintain  records of receipts and  disbursements
                             and furnish to the  Employer  and/or  Administrator
                             for each  Plan  Year a written  annual  report  per
                             Section 5.6.

(b)                   In the  event  that the  Trustee  shall be  directed  by a
                      Participant   (pursuant  to  the   Participant   Direction
                      Procedures),  or the Employer, or an Investment Manager or
                      other agent  appointed by the Employer with respect to the
                      investment  of any or all Plan assets,  the Trustee  shall
                      have no liability  with respect to the  investment of such
                      assets,  but shall be  responsible  only to  execute  such
                      investment instructions as so directed.

        (1)                  The Trustee  shall be entitled to rely fully on the
                             written instructions of a Participant  (pursuant to
                             the  Participant  Direction  Procedures),   or  the
                             Employer, or any Fiduciary or nonfiduciary agent of
                             the Employer,  in the discharge of such duties, and
                             shall  not  be   liable   for  any  loss  or  other
                             liability,  resulting  from such

                                       3

                             direction (or lack of direction) of the  investment
                             of any part of the  Plan assets.

        (2)                  The Trustee may  delegate  the duty to execute such
                             instructions to any nonfiduciary  agent,  which may
                             be  an   affiliate  of  the  Trustee  or  any  Plan
                             representative.

        (3)                  The Trustee may refuse to comply with any direction
                             from the  Participant in the event the Trustee,  in
                             its  sole  and  absolute  discretion,   deems  such
                             directions  improper by virtue of  applicable  law.
                             The Trustee shall not be  responsible or liable for
                             any  loss or  expense  which  may  result  from the
                             Trustee's  refusal or  failure  to comply  with any
                             directions from the Participant.

        (4)                  Any costs and expenses  related to compliance  with
                             the Participant's  directions shall be borne by the
                             Participant's Directed Account,  unless paid by the
                             Employer.

(c)                   If there shall be more than one Trustee, they shall act by
                      a majority of their number,  but may authorize one or more
                      of them to sign papers on their behalf.

     5.2.   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

(a)                   The  Trustee  shall  invest  and  reinvest  the Trust
                      Fund to keep the  Trust  Fund  invested  without
                      distinction  between  principal and income and in such
                      securities  or property,  real or      personal,  wherever
                      situated,  as the Trustee shall deem advisable, including,
                      but not limited to, stocks,  common or preferred,  bonds
                      and other  evidences of  indebtedness or  ownership,  and
                      real estate or any interest  therein.  The Trustee  shall
                      at all times in  making  investments  of the Trust  Fund
                      consider,  among  other  factors,  the short and long-term
                      financial  needs of the  Plan on the  basis of information
                      furnished  by the  Employer.   In  making  such
                      investments,   the  Trustee  shall  not  be  restricted to
                      securities or other  property of the  character  expressly
                      authorized by the  applicable  law  for  trust
                      investments;   however,  the  Trustee  shall  give  due
                      regard  to  any  limitations  imposed by the Code or the
                      Act so that at all times the Plan may  qualify as
                      a qualified Profit Sharing Plan and Trust.

(b)                   The Trustee may employ a bank or trust company pursuant to
                      the  terms  of  its  usual  and   customary   bank  agency
                      agreement,  under  which the  duties of such bank or trust
                      company   shall   be   of  a   custodial,   clerical   and
                      record-keeping nature.

(c)                   The Trustee may from time to time transfer to a common,
                      collective,  pooled trust fund or money market  fund
                      maintained by any corporate

                                       4

                      Trustee or affiliate  thereof
                      hereunder,  all or such part of the Trust Fund as the
                      Trustee  may deem  advisable,  and such part or all of the
                      Trust  Fund so  transferred  shall be  subject  to all the
                      terms and  provisions  of the common,  collective,  pooled
                      trust  fund or money  market  fund  which  contemplate the
                      commingling  for  investment purposes of such trust assets
                      with trust  assets of other trusts.  The Trustee  may
                      transfer  any part of the Trust Fund  intended  for
                      temporary investment of cash balances to a money market
                      fund  maintained by Smith Barney  Corporate Trust
                      Company or its  affiliates.  The Trustee  may,  from time
                      to time,  withdraw  from  such common,  collective, pooled
                      trust fund or money market fund all or such part of the
                      Trust Fund as the Trustee may deem advisable.

(d)                   With respect to any Employer stock which is allocated to a
                      Participant's Directed Investment Account, the Participant
                      or Beneficiary shall direct the Trustee with regard to any
                      voting,  tender and  similar  rights  associated  with the
                      ownership of Employer stock,  (i.e., the "Stock Right(s)")
                      as follows:

     (1)                     Each  Participant or  Beneficiary  shall direct the
                             Trustee to vote or  otherwise  exercise  such Stock
                             Rights   in   accordance   with   the   provisions,
                             conditions and terms of any such Stock Right(s).

     (2)                     Such directions shall be provided to the Trustee by
                             the  Participant or Beneficiary in accordance  with
                             the procedure as established by the  Administrator.
                             The Trustee  shall vote or otherwise  exercise such
                             Stock   Right(s)  with  respect  to  which  it  has
                             received directions to do so under this Section.

     (3)                     To the extent to which a Participant or Beneficiary
                             does not  instruct  the  Trustee  or does not issue
                             valid   directions   to  the  Trustee  to  vote  or
                             otherwise   exercise  such  Stock  Right(s),   such
                             Participants  or  Beneficiaries  shall be deemed to
                             have  directed  the Trustee  that such Stock Rights
                             remain nonvoted and unexercised.

     5.3.    OTHER POWERS OF THE TRUSTEE

               The  Trustee,  in  addition to all powers and  authorities  under
common law, statutory authority,  including the Act, and other provisions of the
Plan, shall have the following  powers and  authorities,  to be exercised in the
Trustee's sole discretion:

(a)                   To  purchase,  or  subscribe  for,  any  securities  or
                      other  property  and to  retain  the  same.  In
                      conjunction  with  the  purchase  of  securities,  margin
                      accounts  may  be  opened  and  maintained;

(b)                   To sell,  exchange,  convey,  transfer,  grant  options to
                      purchase,  or otherwise dispose of any securities or other
                      property  held by the Trustee,  by private

                                       5

                      contract or at
                      public  auction.  No person dealing with the Trustee shall
                      be bound to see to the  application  of the purchase money
                      or to inquire into the validity,  expediency, or propriety
                      of any such  sale or other  disposition,  with or  without
                      advertisement;
(c)                   To vote upon any stocks,  bonds, or other  securities;  to
                      give general or special proxies or powers of attorney with
                      or without power of  substitution;  to exercise any
                      conversion  privileges,  subscription  rights or other
                      options,  and to make any payments  incidental  thereto;
                      to oppose,  or to consent to, or otherwise  participate
                      in,  corporate  reorganizations  or  other changes
                      affecting corporate securities,  and to delegate
                      discretionary powers, and  to pay any  assessments  or
                      charges in  connection  therewith;  and generally to
                      exercise any of the  powers of an owner  with  respect  to
                      stocks,  bonds,  securities,  or other property.  However,
                      the Trustee shall not vote proxies  relating to securities
                      for which it has not been  assigned full  investment
                      management  responsibilities.  In those cases   where
                      another  party has such  investment  authority  or
                      discretion,  the Trustee  will deliver  all  proxies  to
                      said  party who will then have full  responsibility  for
                      voting  those proxies;

(d)                   To cause any securities or other property to be registered
                      in the Trustee's own name or in the name of one or more of
                      the Trustee's  nominees,  and to hold any  investments  in
                      bearer  form,  but the books and  records  of the  Trustee
                      shall at all times show that all such investments are part
                      of the Trust Fund;

(e)                   To borrow or raise  money for the  purposes of the Plan in
                      such amount,  and upon such terms and  conditions,  as the
                      Trustee shall deem advisable; and for any sum so borrowed,
                      to issue a promissory  note as Trustee,  and to secure the
                      repayment  thereof by pledging  all,  or any part,  of the
                      Trust  Fund;  and no person  lending  money to the Trustee
                      shall be bound to see to the application of the money lent
                      or to inquire into the validity,  expediency, or propriety
                      of any borrowing;

(f)                   To keep such  portion  of the  Trust  Fund in cash or cash
                      balances as the Trustee may, from time to time, deem to be
                      in the best interests of the Plan,  without  liability for
                      interest thereon;

(g)                   To accept and retain for such time as the Trustee may deem
                      advisable  any  securities or other  property  received or
                      acquired  as  Trustee  hereunder,   whether  or  not  such
                      securities or other  property  would normally be purchased
                      as investments hereunder;

(h)                   To make,  execute,  acknowledge,  and  deliver any and all
                      documents of transfer and conveyance and any and all other
                      instruments  that may be necessary or appropriate to carry
                      out the powers herein granted;

                                       6

(i)                   To  settle,  compromise,  or  submit  to  arbitration  any
                      claims,  debts,  or  damages  due or  owing to or from the
                      Plan,   to   commence   or   defend   suits  or  legal  or
                      administrative  proceedings,  and to represent the Plan in
                      all suits and legal and administrative proceedings;

(j)                   To employ suitable agents and counsel and to pay their
                      reasonable  expenses and compensation,  and such  agent or
                      counsel may or may not be agent or counsel for the
                      Employer;

(k)                   To  apply  for  and  procure  from  responsible  insurance
                      companies,  to be  selected  by the  Administrator,  as an
                      investment  of the  Trust  Fund  such  annuity,  or  other
                      Contracts  (on  the  life  of  any   Participant)  as  the
                      Administrator shall deem proper; to exercise,  at any time
                      or from time to time,  whatever  rights and privileges may
                      be granted  under such  annuity,  or other  Contracts;  to
                      collect,  receive, and settle for the proceeds of all such
                      annuity or other  Contracts as and when  entitled to do so
                      under the provisions thereof;

(l)                   To invest  funds of the Trust in time  deposits or savings
                      accounts  bearing  a  reasonable  rate of  interest in the
                      Trustee's bank;

(m)                   To invest in Treasury Bills and other forms of United
                      States government obligations;

(n)                   To invest in shares  of  investment  companies  registered
                      under the  Investment  Company Act of 1940,  including any
                      money  market  fund  advised by or offered  through  Smith
                      Barney Corporate Trust Company;

(o)                   To sell,  purchase  and acquire put or call options if the
                      options  are  traded on and  purchased  through a national
                      securities   exchange   registered  under  the  Securities
                      Exchange Act of 1934,  as amended,  or, if the options are
                      not  traded  on  a  national  securities   exchange,   are
                      guaranteed  by  a  member  firm  of  the  New  York  Stock
                      Exchange;

(p)                   To deposit monies in federally  insured savings accounts
                      or certificates of deposit in banks or savings    and loan
                      associations;

(q)                   To pool all or any of the Trust  Fund,  from time to time,
                      with  assets  belonging  to any other  qualified  employee
                      pension  benefit  trust  created  by  the  Employer  or an
                      affiliated company of the Employer,  and to commingle such
                      assets  and make  joint or  common  investments  and carry
                      joint accounts on behalf of this Plan and such other trust
                      or trusts,  allocating  undivided  shares or  interests in
                      such  investments  or accounts or any pooled assets of the
                      two or more  trusts in  accordance  with their  respective
                      interests;

                                       7

(r)                   To  appoint a  nonfiduciary  agent or agents to assist the
                      Trustee in carrying  out any  investment  instructions  of
                      Participants  and of any Investment  Manager or Fiduciary,
                      and to  compensate  such  agent(s)  from the assets of the
                      Plan, to the extent not paid by the Employer;

(s)                   To do all such  acts and  exercise  all  such  rights  and
                      privileges, although not specifically mentioned herein, as
                      the Trustee may deem  necessary  to carry out the purposes
                      of the Plan.

     5.4.   DUTIES OF THE TRUSTEE REGARDING PAYMENTS

               At the direction of the  Administrator,  the Trustee shall,  from
time to time, in accordance with the terms of the Plan, make payments out of the
Trust Fund. The Trustee shall not be responsible in any way for the  application
of such payments.

     5.5.  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

               The Trustee shall be paid such  reasonable  compensation as shall
from time to time be agreed upon in writing by the Employer and the Trustee.  An
individual  serving as  Trustee  who  already  receives  full-time  pay from the
Employer shall not receive compensation from the Plan. In addition,  the Trustee
shall be reimbursed for any reasonable  expenses,  including  reasonable counsel
fees incurred by it as Trustee.  Such  compensation  and expenses  shall be paid
from the Trust Fund unless paid or  advanced by the  Employer.  All taxes of any
kind and all kinds  whatsoever  that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof,  shall
be paid from the Trust Fund.

     5.6.   ANNUAL REPORT OF THE TRUSTEE

               Within  a  reasonable  period  of time  after  the  later  of the
Anniversary Date or receipt of the Employer contribution for each Plan Year, the
Trustee shall furnish to the Employer and  Administrator a written  statement of
account  with  respect  to the Plan Year for which  such  contribution  was made
setting forth:

(a)                   the net income, or loss, of the Trust Fund;

(b)                   the gains, or losses, realized by the Trust Fund upon
                      sales or other disposition of the assets;

(c)                   the increase, or decrease, in the value of the Trust Fund;

(d)                   all payments and distributions made from the Trust Fund;
                      and

(e)                   such  further  information  as the  Trustee  and/or
                      Administrator  deems  appropriate.  The  Employer,
                      forthwith upon its receipt of each such statement of
                      account,  shall acknowledge  receipt  thereof in writing
                      and  advise the  Trustee  and/or  Administrator  of its
                      approval  or  disapproval  thereof.  Failure  by the
                      Employer  to  disapprove  any such  statement  of

                                       8

                      account within  thirty (30) days after its receipt thereof
                      shall be deemed an approval thereof.  The  approval by the
                      Employer of any  statement of account  shall be binding as
                      to all  matters  embraced  therein as between  the
                      Employer  and the Trustee to the same   extent as if the
                      account of the  Trustee  had been  settled by  judgment or
                      decree in an action for a judicial  settlement of its
                      account in a court of competent  jurisdiction in which the
                      Trustee,  the  Employer  and all persons  having or
                      claiming an interest in the  Plan were parties;  provided,
                      however,  that nothing herein  contained shall deprive the
                      Trustee of its right to have its accounts judicially
                      settled if the Trustee so desires.

     5.7.   AUDIT

(a)                   If an audit of the Plan's records shall be required by the
                      Act and the  regulations  thereunder for any   Plan  Year,
                      the  Administrator  shall  direct  the  Trustee  to engage
                      on behalf of all Participants  an  independent   qualified
                      public  accountant  for  that  purpose.   Such  accountant
                      shall,  after an audit of the books  and  records  of the
                      Plan in  accordance with generally  accepted auditing
                      standards,  within a reasonable period after the close  of
                      the Plan Year,  furnish  to the  Administrator  and the
                      Trustee a report of his audit setting  forth his  opinion
                      as to whether  any  statements,  schedules  or lists that
                      are  required  by Act  Section  103 or the  Secretary  of
                      Labor to be  filed  with the  Plan's   annual report,  are
                      presented  fairly in conformity  with generally  accepted
                      accounting principles  applied  consistently.  All
                      auditing and accounting  fees shall be an expense  of and
                      may, at the election of the Administrator, be paid from
                      the Trust Fund.

(b)                   If some or all of the information  necessary to enable the
                      Administrator to comply with Act Section 103 is maintained
                      by a bank,  insurance  company,  or  similar  institution,
                      regulated   and   supervised   and   subject  to  periodic
                      examination  by  a  state  or  federal  agency,  it  shall
                      transmit and certify the accuracy of that  information  to
                      the Administrator as provided in Act Section 103(b) within
                      one  hundred  twenty  (120) days after the end of the Plan
                      Year or by such  other  date  as may be  prescribed  under
                      regulations of the Secretary of Labor.

     5.8. RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

(a)                   The  Trustee may resign at any time by  delivering  to the
                      Employer,  at least thirty (30) days before its  effective
                      date, a written notice of his resignation.

(b)                   The   Employer  may  remove  the  Trustee  by  mailing  by
                      registered or certified mail, addressed to such Trustee at
                      his last known  address,  at least thirty (30) days before
                      its effective date, a written notice of his removal.

                                       9

(c)                   Upon the death, resignation, incapacity, or removal of any
                      Trustee, a successor may be appointed by the Employer; and
                      such successor, upon accepting such appointment in writing
                      and  delivering  same  to  the  Employer,  shall,  without
                      further act,  become  vested with all the estate,  rights,
                      powers,  discretions,  and duties of his predecessor  with
                      like respect as if he were  originally  named as a Trustee
                      herein. Until such a successor is appointed, the remaining
                      Trustee or Trustees shall have full authority to act under
                      the terms of the Plan.

(d)                   The Employer may designate one or more successors prior to
                      the  death,  resignation,  incapacity,  or  removal  of  a
                      Trustee.  In the event a successor is so designated by the
                      Employer  and  accepts  such  designation,  the  successor
                      shall,  without  further act,  become  vested with all the
                      estate,  rights,  powers,  discretions,  and duties of his
                      predecessor  with the like effect as if he were originally
                      named  as  Trustee  herein  immediately  upon  the  death,
                      resignation, incapacity, or removal of his predecessor.

(e)                   Whenever  any  Trustee  hereunder ceases to serve as such,
                      he shall  furnish  to the  Employer  and  Administrator  a
                      written  statement  of account  with  respect to the
                      portion of the Plan Year during which he served as
                      Trustee.  This  statement  shall be either (i) included as
                      part of the annual  statement of account for the Plan Year
                      required  under Section 5.6 or (ii) set forth in a special
                      statement.  Any such special  statement of account should
                      be rendered to the  Employer no later than the due date of
                      the annual  statement  of account  for the Plan Year.  The
                      procedures  set forth in  Section  5.6 for the  approval
                      by the Employer  of annual  statements  of  account  shall
                      apply to any  special  statement  of   account  rendered
                      hereunder and approval by the Employer of any such special
                      statement in the manner  provided in Section 5.6 shall
                      have the same effect upon the  statement as the Employer's
                      approval of an annual  statement of account.  No successor
                      to the Trustee shall have any duty or  responsibility  to
                      investigate  the acts or  transactions  of any predecessor
                      who has rendered all statements of account  required by
                      Section 5.6 and this subparagraph.

     5.9.   TRANSFER OF INTEREST

               Notwithstanding  any other provision  contained in this Plan, the
Trustee  at the  direction  of  the  Administrator  shall  transfer  the  Vested
interest,  if any, of such  Participant  in his account to another trust forming
part of a  pension,  profit  sharing  or stock  bonus  plan  maintained  by such
Participant's  new  employer  and  represented  by said  employer  in writing as
meeting the  requirements  of Code Section  401(a),  provided  that the trust to
which such transfers are made permits the transfer to be made.

                                       10

     5.10.  DIRECT ROLLOVER

(a)                   Notwithstanding  any provision of the Plan to the contrary
                      that would otherwise limit a distributee's  election under
                      this Section,  a distributee may elect, at the time and in
                      the manner  prescribed by the  Administrator,  to have any
                      portion of an eligible rollover distribution that is equal
                      to at least $500 paid  directly to an eligible  retirement
                      plan specified by the distributee in a direct rollover.

(b)                   For purposes of this Section the following definitions
                      shall apply:

     (1)                     An  eligible  rollover  distribution  is any
                             distribution  of all or any portion of the balance
                             to the credit of the  distributee,  except that an
                             eligible  rollover  distribution does not  include:
                             any  distribution  that is one of a series of
                             substantially  equal  periodic  payments (not less
                             frequently than annually) made for the life (or
                             life expectancy)  of the  distributee  or the joint
                             lives (or joint life  expectancies) of  the
                             distributee  and  the  distributee's  designated
                             beneficiary,  or  for a   specified  period  of ten
                             years or more;  any  distribution  to the  extent
                             such  distribution  is required under Code Section
                             401(a)(9);  the portion of any other   distribution
                             that is not  includible in gross income (determined
                             without regard to the exclusion for  net unrealized
                             appreciation  with  respect  to  employer
                             securities);  and any other  distribution  that is
                             reasonably  expected  to total  less than $200
                             during a year.

     (2)                     An eligible  retirement plan is an individual
                             retirement  account described in Code Section
                             408(a), an individual  retirement  annuity
                             described in Code Section 408(b), an annuity plan
                             described in Code Section  403(a),  or a qualified
                             trust described in Code Section 401(a), that
                             accepts the distributee's  eligible rollover
                             distribution.  However,  in the case of an eligible
                             rollover distribution to the surviving  spouse,  an
                             eligible  retirement  plan  is an  individual
                             retirement account or individual retirement
                             annuity.

     (3)                     A  distributee   includes  an  Employee  or  former
                             Employee.  In addition,  the  Employee's  or former
                             Employee's  surviving  spouse and the Employee's or
                             former  Employee's  spouse or former  spouse who is
                             the  alternate  payee  under a  qualified  domestic
                             relations order, as defined in Code Section 414(p),
                             are distributees with regard to the interest of the
                             spouse or former spouse.

     (4)                     A  direct  rollover  is a  payment  by the  Plan
                             to the  eligible  retirement  plan  specified  by
                             the  distributee.

                                       11

     5.11.   EMPLOYER SECURITIES AND REAL PROPERTY

               The Trustee  shall be empowered  to acquire and hold  "qualifying
Employer securities" and "qualifying Employer real property," as those terms are
defined in the Act, provided,  however,  that the Trustee shall not be permitted
to acquire any  qualifying  Employer  securities  or  qualifying  Employer  real
property if,  immediately  after the acquisition of such securities or property,
the fair market  value of all  qualifying  Employer  securities  and  qualifying
Employer real property held by the Trustee  hereunder should amount to more than
100% of the fair market value of all the assets in the Trust Fund.

                                   ARTICLE VI
                       AMENDMENT, TERMINATION AND MERGERS

     6.1.   AMENDMENT

(a)                   The  Employer  shall  have the  right at any time to amend
                      this Agreement.  However,  any amendment which affects the
                      rights,  duties or  responsibilities  of the  Trustee  and
                      Administrator,  other  than an  amendment  to  remove  the
                      Trustee  or  Administrator,  may  only  be made  with  the
                      Trustee's and  Administrator's  written consent.  Any such
                      amendment shall become  effective as provided therein upon
                      its  execution.  The  Trustee  shall  not be  required  to
                      execute any such  amendment  unless the amendment  affects
                      the duties of the Trustee hereunder.

(b)                   No  amendment to this  Agreement  shall be effective if it
                      authorizes  or permits  any part of the Trust Fund  (other
                      than   such  part  as  is   required   to  pay  taxes  and
                      administration expenses) to be used for or diverted to any
                      purpose  other  than  for  the  exclusive  benefit  of the
                      Participants or their  Beneficiaries or estates;  or cause
                      any reduction in the amount credited to the account of any
                      Participant;  or cause or permit any  portion of the Trust
                      Fund to revert to or become property of the Employer.

(c)                   Except as permitted by Regulations  (including Regulation
                      1.411(d)-4), no amendment to this Agreement or transaction
                      having the effect of an amendment to this  Agreement
                      (such as a merger, plan  transfer or similar  transaction)
                      shall be effective if it  eliminates  or reduces  any
                      "Section  411(d)(6)  protected  benefit" or adds or
                      modifies  conditions  relating to "Section 411(d)(6)
                      protected  benefits" the result of which is a further
                      restriction on such  benefit  unless such  protected
                      benefits  are  preserved  with respect to benefits accrued
                      as of the  later  of the  execution  date or  effective
                      date of the  amendment.  "Section   411(d)(6)   protected
                      benefits"  are  benefits  described  in  Code  Section
                      411(d)(6)(A), early  retirement  benefits and  retirement-
                      type  subsidies,  and optional  forms of benefit.

                                       12

     6.2.   TERMINATION

               This  Agreement and the Trust created hereby will terminate as to
the Employer in the case of complete distribution of the Trust Fund held for the
benefit of the Participants  pursuant to the Plan. Such  distribution will be at
the time and manner determined by the Administrator pursuant to the requirements
of the Plan with written  instructions  to the  Trustee.  Except as permitted by
Regulations,  the  termination  of the Plan shall not result in the reduction of
"Section 41l(d)(6) protected benefits" in accordance with Section 6.l(c).

     6.3.   MERGER OR CONSOLIDATION

               This  Trust may be merged or  consolidated  with,  or its  assets
and/or  liabilities  may be  transferred to any other trust only if the benefits
which would be received by a Participant of the Employer Plan, in the event of a
termination of the Plan immediately after such transfer, merger or consolidation
are at least equal to the benefits the  Participant  would have  received if the
Plan had terminated  immediately  before the transfer,  merger or consolidation,
and such  transfer,  merger or  consolidation  does not otherwise  result in the
elimination  or  reduction  of any  "Section  411(d)(6)  protected  benefits" in
accordance with Section 6.1(c).

                                   ARTICLE VII
                                  MISCELLANEOUS

     7.1.   QUALIFIED TRUST

               The Trust is hereby designated as constituting a part of the Plan
which is intended to  continue  to qualify  and to be tax exempt  under  Section
401(a) and Section 501(a), respectively, of the Code, and of the Act, as amended
from time to time. Until advised otherwise, the Trustee may conclusively presume
that this Trust is qualified  under  Section  501(a) of the Code as amended from
time to time, and that this Trust is exempt from federal income taxes.

     7.2.   CONSTRUCTION OF AGREEMENT

               This Trust shall be construed  and enforced  according to the Act
and the  laws of the  State of West  Virginia,  other  than its laws  respecting
choice of law, to the extent not pre-empted by the Act.

     7.3.   GENDER AND NUMBER

               Wherever any words are used herein in the masculine,  feminine or
neuter gender,  they shall be construed as though they were also used in another
gender in all cases where they would so apply,  and  whenever any words are used
herein in the  singular or plural  form,  they shall be construed as though they
were also used in the other form in all cases where they would so apply.

                                       13

     7.4.   LEGAL ACTION

               In the event any claim,  suit, or proceeding is brought regarding
the Trust and/or Plan established  hereunder to which the Trustee,  the Employer
or the  Administrator  may be a party,  and such claim,  suit,  or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator,  they shall
be  entitled  to be  reimbursed  from  the  Trust  Fund  for any and all  costs,
attorney's  fees, and other  expenses  pertaining  thereto  incurred by them for
which they shall have become liable.

     7.5.   BONDING

               Every Fiduciary,  except a bank or an insurance  company,  unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the  amount  of the funds  such  Fiduciary  handles;  provided,
however,  that the minimum bond shall be $1,000 and the maximum bond,  $500,000.
The amount of funds  handled  shall be  determined at the beginning of each Plan
Year by the  amount  of funds  handled  by such  person,  group,  or class to be
covered and their  predecessors,  if any,  during the preceding Plan Year, or if
there is no preceding  Plan Year,  then by the amount of the funds to be handled
during the then current  year.  The bond shall  provide  protection  to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in Act  Section  412(a)(2)),  and the bond  shall be in a form
approved by the Secretary of Labor.  Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

     7.6.   HEADINGS

               The headings and  subheadings of this Plan have been inserted for
convenience  of  reference  and are to be  ignored  in any  construction  of the
provisions hereof.

     7.7.   IRREVOCABILITY OF TRUST

               All contributions made by the Employer shall be irrevocable,  and
no part of the corpus of the Trust Fund nor any income therefrom shall revert to
the Employer or be used for or diverted to purposes other than for the exclusive
benefit of the Participants and their Beneficiaries,  except as provided by law,
as provided in the Plan.

                                       14




               IN WITNESS WHEREOF, this Trust has been executed the day and year
first above written.


Signed, sealed and delivered in the presence of:


                                           CSX Hotels, Inc. dba The Greenbrier


                                            By     /s/Ted J. Kleisner
                                                   ---------------------------
                                                   EMPLOYER

/s/Deirdre D .Ford
------------------------
WITNESSES AS TO EMPLOYER


                                            The Grand Teton Lodge Company


                                            By     /s/Ted J. Kleisner
                                                   ---------------------------
                                                   EMPLOYER

/s/Deirdre D. Ford
------------------------
WITNESSES AS TO EMPLOYER
                                            ATTEST /s/Larry C.Mazey
                                                   ---------------------------




                                            Smith Barney Corporate Trust Company


                                            By     /s/David Doyle
                                                   ---------------------------
                                                   TRUSTEE

                                       15