SUPPLEMENTARY SAVINGS AND INCENTIVE AWARD DEFERRAL PLAN
                           FOR ELIGIBLE EXECUTIVES OF
                    CSX CORPORATION AND AFFILIATED COMPANIES







                     As Amended and Restated January 1, 1995
                     (As Amended through September 8, 1999)





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                                TABLE OF CONTENTS

                                                                          Page

ARTICLE 1.  DEFINITIONS....................................................  1
        1.1    Account.....................................................  1
        1.2    Administrator...............................................  1
        1.3    Affiliated Company..........................................  1
        1.4    Award.......................................................  1
        1.5    Award Deferral Agreement....................................  1
        1.6    Benefits Trust Committee....................................  2
        1.7    Board of Directors..........................................  2
        1.8    Change of Control...........................................  2
        1.9    Code........................................................  3
        1.10   Committee...................................................  3
        1.11   Compensation................................................  3
        1.12   Corporation.................................................  3
        1.13   Deferral Agreement..........................................  3
        1.14   Distribution Option(s)......................................  4
        1.15   Divisive Transaction........................................  4
        1.16   Effective Date..............................................  4
        1.17   Eligible Executive..........................................  4
        1.18   Independent Accountant......................................  4
        1.19   Matching Credits............................................  4
        1.20   Member......................................................  4
        1.21   MICP........................................................  4
        1.22   Participating Company.......................................  4
        1.23   Plan........................................................  5
        1.24   Salary Deferrals............................................  5
        1.25   Salary Deferral Agreement...................................  5
        1.26   Salary Deferral Percentage..................................  5
        1.27   SMICP.......................................................  5
        1.28   Subsidiary..................................................  5
        1.29   Tax Savings Thrift Plan.....................................  5
        1.30   Trust.......................................................  5
        1.31   Valuation Date..............................................  5

ARTICLE 2.  MEMBERSHIP AND DEFERRAL AGREEMENTS.............................  5
        2.1    In General..................................................  5
        2.2    Modification of Initial Deferral Agreement..................  6
        2.3    Termination of Membership; Re-employment....................  6
        2.4    Change in Status............................................  7
        2.5    Membership Following a Change in Control....................  7

ARTICLE 3.  AWARD DEFERRAL PROGRAM.........................................  7
        3.1    Filing Requirements.........................................  7
        3.2    Amount of Deferral..........................................  8
        3.3    Crediting to Account........................................  8




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                                      -ii-

ARTICLE 4.  SALARY DEFERRAL PROGRAM........................................  9
        4.1    Filing Requirements.........................................  9
        4.2    Salary Deferral Agreement...................................  9
        4.3    Amount of Salary Deferrals..................................  9
        4.4    Changing Salary Deferrals................................... 10
        4.5    Certain Additional Credits.................................. 10

ARTICLE 5.  MAINTENANCE OF ACCOUNTS........................................ 11
        5.1    Adjustment of Account....................................... 11
        5.2    Investment Performance Elections............................ 12
        5.3    Changing Investment Elections............................... 12
        5.4    Vesting of Account.......................................... 12
        5.5    Individual Accounts......................................... 13
        5.6    Action Following a Change of Control.........................13

ARTICLE 6.  PAYMENT OF BENEFITS............................................ 13
        6.1    Commencement of Payment..................................... 13
        6.2    Method of Payment........................................... 15
        6.3    Applicability............................................... 16
        6.4    Hardship Withdrawal......................................... 16
        6.5    Designation of Beneficiary.................................. 16
        6.6    Special Distribution Rules.................................. 17
        6.7    Status of Account Pending Distribution...................... 17
        6.8    Installments and Withdrawals Pro-Rata....................... 17
        6.9    Change of Control........................................... 18

ARTICLE 7.  AMENDMENT OR TERMINATION....................................... 19
        7.1    Right to Terminate.......................................... 19
        7.2    Right to Amend.............................................. 19
        7.3    Uniform Action.............................................. 20

ARTICLE 8.  GENERAL PROVISIONS............................................. 20
        8.1    No Funding.................................................. 20
        8.2    Obligation...................................................20
        8.3    No Contract of Employment................................... 20
        8.4    Withholding Taxes........................................... 20
        8.5    Nonalienation............................................... 20
        8.6    Administration.............................................. 20
        8.7    Construction................................................ 21

ARTICLE 9.  POST-SECONDARY EDUCATION SUB-ACCOUNTS.......................... 21
        9.1    Post-Secondary Education Sub-accounts....................... 21
        9.2    Distribution of Post-Secondary Education Sub-accounts....... 22
        9.3    Construction................................................ 23



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                                  INTRODUCTION

        This  Supplementary  Savings  and  Incentive  Award  Deferral  Plan  for
Eligible Executives of CSX Corporation and Affiliated Companies (the "Plan") was
adopted  October 1, 1987 and has been  subsequently  amended  from time to time.
This  restatement  of the  Plan is  effective  January  1,  1995.  This  Plan is
generally intended to provide certain executives  eligible to participate in the
Tax  Savings  Thrift  Plan  for  Employees  of CSX  Corporation  and  Affiliated
Companies  (the "Savings  Plan") with an opportunity to defer a portion of their
salary,  and/or  award(s) under the Management  Incentive  Compensation  Program
("MICP") and/or the Senior Management  Incentive  Compensation Program ("SMICP")
until  their  retirement  or other  termination  of  employment  and to  restore
employer  matching  contributions  lost under the  Savings  Plan  because of the
application  of  Sections  401(a)(17),  401(k),  401(m) and 415 of the  Internal
Revenue Code of 1986,  as amended.  Commencing  with respect to MICP awards paid
and  salary  earned  after  1990,  eligible  executives  may,  if they so elect,
designate all or a portion of such deferrals to be used for payment of education
expenses for one or more members of their families.  The Plan is unfunded and is
maintained by CSX Corporation and Affiliated Companies primarily for the purpose
of  providing  deferred  compensation  for  a  select  group  of  management  or
highly-compensated  employees.  The Plan as restated  effective  January 1, 1995
(and amended through December 31, 1997) reads as hereinafter set forth.


                             ARTICLE I. DEFINITIONS
                             ----------------------

        1.1 Account means the bookkeeping  account maintained for each Member to
record his Salary  Deferrals,  Matching  Credits and the amount of Awards he has
elected to defer,  as adjusted  pursuant to Article 5. The Account shall consist
of the "Education  Sub-accounts",  if any, established pursuant to Article 9 and
all amounts not in those accounts shall be allocated to one or more  "Retirement
Sub-accounts".  The  Administrator may establish a maximum number of "Retirement
Sub-accounts" which a Member may have at any time. In addition to any Retirement
Sub-accounts   established  by  the  Administrator,   an  additional  Retirement
Sub-account  known as the Cash Plan Retirement  Sub-account shall be established
for deferrals of payments from the CSX Market Value Cash Plan. The Administrator
also may establish such other sub-accounts within a Member's Account as it deems
necessary to implement the provisions of the Plan.

        1.2 Administrator means the Corporation. The duties of the Administrator
shall be  performed  by a person or persons  designated  by the Chief  Executive
Officer of the Corporation to perform such duties.

        1.3  Affiliated  Company  means  the  Corporation  and  any  company  or
corporation directly or indirectly controlled by the Corporation.

        1.4 Award means for any year (i) the amount awarded to an employee of an
Affiliated Company for that year (including any special incentive award) and, in
the absence of an Award Deferral Agreement with respect to such amount,  payable
in the  succeeding  year under the MICP and/or  SMICP or other  incentive  award
otherwise  payable in cash as determined by the  Committee;  and (ii) the amount
paid from the CSX Market  Value Cash Plan with  respect to such year and, in the
absence of an Award  Deferral  Agreement  with  respect to such  amount and with
respect to such year, payable in cash under the CSX Market Value Cash Plan.

        1.5  Award  Deferral  Agreement  means a  Deferral  Agreement  filed  in
accordance with the award deferral program described in Article 3.

        1.6 Benefits Trust Committee means the committee created pursuant to the
CSX Corporation and Affiliated Companies Benefits Assurance Trust Agreement.

        1.7    Board of Directors or "Board" means the Board of Directors of the
Corporation.

        1.8    Change of Control means any of the following:

               (a) Stock Acquisition. The acquisition, by any individual, entity
        or group  [within  the  meaning of Section  13(d)(3)  or 14(d)(2) of the
        Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act")] (a
        "Person")  of  beneficial  ownership  (within  the meaning of Rule 13d-3
        promulgated  under the  Exchange  Act) of 20% or more of either  (i) the
        then  outstanding  shares  of  common  stock  of  the  Corporation  (the
        "Outstanding  Corporation  Common  Stock"),  or (ii) the combined voting
        power of the  then  outstanding  voting  securities  of the  Corporation
        entitled  to  vote   generally  in  the   election  of  directors   (the
        "Outstanding  Corporation Voting Securities");  provided,  however, that
        for purposes of this  subsection (a), the following  acquisitions  shall
        not constitute a Change of Control:  (i) any  acquisition  directly from
        the  Corporation;  (ii) any  acquisition by the  Corporation;  (iii) any
        acquisition by any employee benefit plan (or related trust) sponsored or
        maintained  by the  Corporation  or any  corporation  controlled  by the
        Corporation;  or (iv) any acquisition by any  corporation  pursuant to a
        transaction   which  complies  with  clauses  (i),  (ii)  and  (iii)  of
        subsection (c) of this Section 1.8; or

               (b) Board  Composition.  Individuals  who, as of the date hereof,
        constitute the Board of Directors (the "Incumbent  Board") cease for any
        reason to  constitute  at least a  majority  of the Board of  Directors;
        provided, however, that any individual becoming a director subsequent to
        the date  hereof  whose  election  or  nomination  for  election  by the
        Corporation's  shareholders,  was  approved  by a  vote  of at  least  a
        majority of the directors then  comprising the Incumbent  Board shall be
        considered  as though  such  individual  were a member of the  Incumbent
        Board,  but  excluding,  for this  purpose,  any such  individual  whose
        initial  assumption  of  office  occurs  as a  result  of an  actual  or
        threatened  election  contest with respect to the election or removal of
        directors  or other  actual or  threatened  solicitation  of  proxies or
        consents by or on behalf of a Person other than the Board of  Directors;
        or

               (c) Business  Combination.  Approval by the  shareholders  of the
        Corporation of a reorganization,  merger, consolidation or sale or other
        disposition of all or substantially all of the assets of the Corporation
        or its principal  subsidiary that is not subject,  as a matter of law or
        contract,  to  approval by the  Interstate  Commerce  Commission  or any
        successor  agency  or  regulatory  body  having  jurisdiction  over such
        transactions  (the "Agency") (a "Business  Combination"),  in each case,
        unless, following such Business Combination:

                      (i)    all or  substantially  all of the individuals and
                             entities who were the beneficial owners,
                             respectively,   of  the   Outstanding   Corporation
                             Common  Stock  and Outstanding  Corporation  Voting
                             Securities  immediately  prior to such  Business
                             Combination   beneficially  own,  directly  or
                             indirectly,   more  than  50%  of,
                             respectively,  the then  outstanding  shares  of
                             common  stock  and the  combined voting  power  of
                             the  then  outstanding  voting  securities entitled
                             to  vote  generally in the  election of  directors,
                             as the case may be, of the  corporation   resulting
                             from  such  Business  Combination  (including,
                             without limitation, a corporation which as a result
                             of such  transaction  owns the  Corporation  or its
                             principal   subsidiary  or  all  or  substantially
                             all  of  the  assets  of  the   Corporation  or its
                             principal  subsidiary  either  directly or through
                             one or more  subsidiaries)  in  substantially   the
                             same  proportions  as  their  ownership,
                             immediately  prior to such Business  Combination of
                             the  Outstanding  Corporation    Common Stock and
                             Outstanding Corporation Voting Securities, as the
                             case may be;

                      (ii)   no Person (excluding any corporation  resulting
                             from such Business  Combination or    any  employee
                             benefit  plan  (or  related  trust)  of  the
                             Corporation or  such  corporation   resulting  from
                             such  Business   Combination)   beneficially  owns,
                             directly  or  indirectly,  20% or more  of,
                             respectively,  the  then  outstanding    shares  of
                             common  stock  of  the   corporation   resulting
                             from  such  Business Combination  or  the  combined
                             voting  power  of  the  then  outstanding   voting
                             securities of such  corporation  except to the
                             extent that such ownership  existed    prior to the
                             Business Combination; and

                      (iii)  at least a majority  of the members of the board of
                             directors resulting from such Business  Combination
                             were members of the Incumbent  Board at the time of
                             the execution of the initial  agreement,  or of the
                             action of the  Board of  Directors,  providing  for
                             such Business Combination; or

               (d) Regulated Business Combination.  Approval by the shareholders
        of the  Corporation  of a Business  Combination  that is  subject,  as a
        matter of law or  contract,  to  approval  by the  Agency (a  "Regulated
        Business  Combination")  unless such Business  Combination complies with
        clauses (i), (ii) and (iii) of subsection (c) of this Section 1.8; or

               (e)    Liquidation  or  Dissolution.  Approval  by  the    of a
                      ----------------------------
        shareholders  of the  Corporation complete liquidation or dissolution of
        the Corporation or its principal subsidiary.

        1.9 Code means the Internal  Revenue Code of 1986,  as amended from time
to time.

        1.10   Committee means the Compensation Committee of the Board of
Directors of CSX Corporation.

        1.11 Compensation means the "Base Compensation" of an Eligible Executive
as defined in the Tax Savings Thrift Plan,  determined  prior to: (a) any Salary
Deferrals under Article 4; and (b) any limit on compensation  imposed by Section
401(a)(17) of the Code.

        1.12 Corporation means CSX Corporation, a Virginia corporation,  and any
successor thereto by merger, purchase or otherwise.

        1.13 Deferral  Agreement  means either an Award Deferral  Agreement or a
Salary  Deferral  Agreement,  or both if the  context  so  requires.  A Deferral
Agreement  shall be a completed  agreement  between an Eligible  Executive and a
Participating  Company  of which he is an  employee  under  which  the  Eligible
Executive  agrees to defer an Award or make Salary  Deferrals under the Plan, as
the case may be. The Deferral  Agreement  shall be on a form  prescribed  by the
Administrator and shall include any amendments, attachments or appendices.

        1.14  Distribution  Option(s)  means,  with respect to each  sub-account
under the Plan,  the  election  by the  Member of (i) the event  triggering  the
commencement of distribution,  and (ii) the form of payment. Distribution Option
elections  are  made on the  initial  Deferral  Agreement  with  respect  to any
sub-account.

        1.15  Divisive  Transaction  means a  transaction  in which the Eligible
Executive's  employer  ceases  to  be  a  Subsidiary  or  there  is  a  sale  of
substantially all of the assets of the Subsidiary.

        1.16  Effective  Date  means  October  1,  1987 or with  respect  to the
Eligible  Executives  of a company which adopts the Plan, it means the date such
company becomes a Participating Company.

        1.17   Eligible Executive means an employee of a Participating Company,
provided that:

(a)  For purposes of the award deferral program described in Article 3:

     (i)  prior to January 1, 1995, such employee is employed by a Participating
          Company in salary grades 21 through 40 inclusive, as of December 30 of
          the calendar year in question; or

     (ii) on and  after  January  1,  1995 and  before  January  1,  1999,  such
          employee:  (A) is employed by a Participating Company and is receiving
          Compensation of one hundred  thousand  dollars  ($100,000) or more per
          year;  or (B) retired from the  Participating  Companies or terminated
          employment with the  Participating  Companies on account of disability
          as determined by the Administrator,  and was receiving compensation of
          one hundred thousand  dollars  ($100,000) or more per year at the time
          of such retirement or termination; or

     (iii)on and after  January 1, 1999,  such  employee:  (A) is  employed by a
          Participating  Company and is  receiving  compensation  of one hundred
          twenty  five  thousand  dollars  ($125,000)  or more per year;  or (B)
          retired from the Participating Companies or terminated employment with
          the Participating  Companies on account of disability as determined by
          the  Administrator,  and was  receiving  Compensation  of one  hundred
          twenty five thousand  dollars  ($125,000) or more per year at the time
          of such  retirement  or  termination.  An employee  who, in 1998,  was
          eligible  to  participate  because  his  Compensation   satisfied  the
          requirements  of subsection  (ii), and is excluded from  participation
          only because of the increase in the  Compensation  requirement in this
          subsection (iii), shall continue to be eligible to participate.

(b)  For  purposes of the salary  deferral  program  described  in    Article 4,
     such  employee is eligible for  membership  in the Tax Savings Thrift Plan,
     and;

     (i)  Prior to January 1, 1995,  such  employee is employed in salary grades
          21 through 40 inclusive; or



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     (ii) Compensation of one hundred  thousand  dollars  ($100,000) or more per
          year; or

     (iii)on and  after  January  1,  1999,  is  receiving  Compensation  of one
          hundred twenty five thousand  dollars  ($125,000) or more per year. An
          employee  who,  in 1998,  was  eligible  to  participate  because  his
          Compensation  satisfied the  requirements  of subsection  (ii), but is
          excluded  from  participation  only  because  of the  increase  in the
          Compensation  requirement in this subsection (iii),  shall continue to
          be eligible to participate.

(c)  After January 1, 1999, the compensation amount set forth in subsections
     (a)(iii)  and  (b)(iii)  may,  in the  discretion  of the  Chief  Executive
     Officer, be adjusted no more frequently than annually, based on a review of
     data regarding eligibility to participate in this type of program.

(d)  The Chief  Executive  Officer of the  Corporation  or his  designee may
     designate any other employee or former  employee of an Affiliated  Company
     as an Eligible Executive; provided, however, only those employees or former
     employees considered  to be a select  group of  management  or highly
     compensated  may be designated  as  Eligible Executives  under  this  Plan.
     Notwithstanding  the preceding,  following a Change of Control,  such
     designations are subject to the approval of the Benefits Trust Committee.

        1.18 Independent Accountant means the independent accountants engaged by
the  Corporation  and,  if  selected  or changed  following a Change of Control,
approved by the Benefits Trust Committee.

        1.19 Matching  Credits means amounts credited to the Account of a Member
pursuant to Section 4.5.

        1.20  Member  means,  except as  otherwise  provided  in Article 2, each
Eligible  Executive who has executed an initial Deferral  Agreement as described
in Section 2.1.

        1.21   MICP means the Participating Companies' Management Incentive
Compensation Program.

        1.22  Participating  Company  means the  Corporation  and any company or
corporation  directly or  indirectly  controlled by the  Corporation,  which the
Committee  designates as eligible to participate in the Plan in accordance  with
Section 8.6(e).

        1.23 Plan means this Supplementary  Savings and Incentive Award Deferral
Plan for Eligible  Executives of CSX  Corporation and Affiliated  Companies,  as
amended from time to time.

        1.24 Salary  Deferrals means the amounts  credited to a Member's Account
under Section 4.3.

        1.25  Salary  Deferral  Agreement  means a Deferral  Agreement  filed in
accordance with the salary deferral program described in Article 4.

        1.26  Salary  Deferral  Percentage  means a  percentage  of an  Eligible
Executive's Base Compensation  elected in a Salary Deferral Agreement,  pursuant
to Section 4.1  hereof,  and shall be an  integral  percentage  not in excess of
fifty (50%) percent.

        1.27   SMICP means the Participating Companies' Senior Management
Incentive Compensation Program.

        1.28 Subsidiary  means a corporation  more than 50% of the voting shares
of which are owned directly or indirectly by the Corporation.

        1.29 Tax  Savings  Thrift  Plan means the Tax  Savings  Thrift  Plan for
Employees of CSX Corporation and Affiliated  Companies,  as amended from time to
time.

        1.30   Trust means the CSX Corporation and Affiliated Companies Benefits
Assurance Trust.

        1.31  Valuation  Date means the last business day of each calendar month
following the Effective Date.


                  ARTICLE 2. MEMBERSHIP AND DEFERRAL AGREEMENTS
                 ----------------------------------------------

        2.1    In General:

               (a) An Eligible Executive shall become a Member as of the date he
        files his initial Deferral  Agreement with the  Administrator.  However,
        such Deferral  Agreement shall be effective for purposes of deferring an
        Award or making Salary Deferrals only as provided in Articles 3 and 4.

               (b) A  Deferral  Agreement  shall  be  in  writing  and  properly
        completed upon a form approved by the Administrator,  which shall be the
        sole judge of the  proper  completion  thereof.  Except as  provided  in
        Section  4.1(d),  such  Agreement  shall  provide for the deferral of an
        Award or for Salary Deferrals,  shall specify the Distribution  Options,
        and  may  include  such  other  provisions  as the  Administrator  deems
        appropriate.  A Deferral Agreement shall not be revoked or modified with
        respect to the  allocation  of prior  deferrals  except  pursuant to the
        establishment  of an  Education  Sub-account  as  provided in Article 9.
        Distribution  Options  elected may not be modified or revoked  except as
        provided in Section 6.1 or 6.2.

               (c) As a condition of membership,  the  Administrator may require
        such other information as it deems appropriate.

        2.2    Modification of Initial Deferral Agreement:

               (a)    A Member may elect to change, modify or revoke a Deferral
Agreement as follows:
                      (i)    A Member may  change  the amount of Award he elects
                             to defer on an Award  Deferral Agreement prior to
                             the  Agreement's  effective date as provided in
                             Article 3.

                      (ii)   A  Member   may  change  the  rate  of  his  Salary
                             Deferrals,  or  suspend  his  Salary  Deferrals  on
                             account of severe financial  hardship,  as provided
                             in Article 4.
                      (iii)  A Member  may  change  the event  entitling  him to
                             distribution,  as  designated  on his  election  of
                             Distribution   Options,   as  provided  in  Section
                             6.1(c)(i).
                      (iv)   A Member  may  change  the event  entitling  him to
                             distribution  as  designated  on  his  election  of
                             Distribution  Options,  subject to the five percent
                             (5%) penalty described in Section 6.1(c)(ii).

                      (v)    A  Member  may  change  the  form  of  payment,  as
                             designated on his election of Distribution Options,
                             as provided in Section 6.2(c)(i).

                      (vi)   A  Member   may  change  the  form  of  payment  as
                             designated on his election of Distribution Options,
                             subject to the five percent (5%) penalty  described
                             in Section 6.2(c)(ii).

               (b)  Notwithstanding  any  provision  in  Section  2.2(a)  to the
        contrary,  the establishment of an Education Sub-account with respect to
        future Salary Deferrals and Awards as provided in Article 9 shall not be
        deemed a change for the purposes of Section 2.2(a).

        2.3    Termination of Membership; Re-employment:

               (a)  Membership  shall  cease,  subject  to Section  2.4,  upon a
        Member's  termination of employment;  provided that if a former Eligible
        Executive  is  receiving   severance   payments  under  a  Participating
        Company's  severance  pay program or is eligible to defer an Award under
        Article 3, he shall not be deemed to have  terminated  employment  until
        the later of the date the severance payments cease or the date the Award
        would have been paid.  Membership  shall be continued  during a leave of
        absence approved by the Participating Companies.

               (b) Upon re-employment as an Eligible Executive,  a former Member
        may become a Member again as follows:

                      (i)    in  the  case  of a  former  Member  who  prior  to
                             re-employment  received the balance in his Account,
                             by executing a Deferral Agreement under Section 2.1
                             as  though  for  all   purposes  of  the  Plan  the
                             Affiliated  Companies had never employed the former
                             Member;

                      (ii)   in  the  case  of a  former  Member  who  prior  to
                             re-employment  did not  receive  the balance in his
                             Account,  by executing a Deferral  Agreement  under
                             Section 2.1; provided his Distribution  Options and
                             beneficiary designation shall remain in effect.

               (c) If a former Member is reemployed as an Eligible Executive and
        becomes a Member  again  pursuant  to  (b)(ii):  (i) upon  notice to the
        Administrator  by  the  Participant,  distributions  from  a  Retirement
        Sub-account  shall cease if the commencement of distribution was because
        of the Member's termination of employment (including  retirement);  (ii)
        distributions  from  a  Retirement  Sub-account  shall  continue  if the
        commencement of distribution was because the Member chose a specific age
        for the commencement of benefits and that age has been attained.  Except
        for distributions  which must continue pursuant to (c)(ii), a reemployed
        Member may change  Distribution  Option  elections  with  respect to his
        Retirement  Sub-accounts without penalty so long as such change does not
        accelerate the timing of any payment to the Member.

        2.4    Change in Status:

               (a) In the event that a Member ceases to be an Eligible Executive
        with  respect to Salary  Deferrals  but  continues  to be employed by an
        Affiliated  Company,  his Salary  Deferrals  and Matching  Credits shall
        thereupon be suspended  until such time as he shall once again become an
        Eligible  Executive.   All  other  provisions  of  his  Salary  Deferral
        Agreement  shall remain in force and he shall continue to be a Member of
        the Plan.

               (b) In the event that a Member ceases to be an Eligible Executive
        with respect to the  deferral of Awards  hereunder  but  continues to be
        employed by an Affiliated  Company,  he shall continue to be a Member of
        the Plan but shall not be  eligible  to defer any  portion of any future
        Awards  until  such  time as he shall  once  again  become  an  Eligible
        Executive.

        2.5  Membership  Following  a Change of  Control:  Following a Change of
Control, any membership determinations or discretionary actions pursuant to this
Article 2 shall be subject to the approval of the Benefits Trust Committee.


                        ARTICLE 3. AWARD DEFERRAL PROGRAM
                        ---------------------------------

        3.1    Filing Requirements:

               (a) With respect to an Award  identified  in Section  1.4(i),  at
        such  time as the  Administrator  may  prescribe  prior to the  close of
        business on December 30 in any calendar year, an Eligible  Executive may
        elect to defer all or a portion  of his  Award,  if any,  for that year.
        Such Award is determined and paid in the following  calendar year.  Such
        election  shall be made by filing an Award  Deferral  Agreement with the
        Administrator  on or before the close of  business on December 30 of the
        calendar year for which the Award is made. In the event that December 30
        does not fall on a  weekday,  such  filing  must be made by the close of
        business on the last prior business day.

               (b)  With  respect  to an Award  identified  in  Section  1.4(i),
        notwithstanding  Section  3.1(a),  an individual who becomes an Eligible
        Executive  after the calendar year for which an Award is made, but prior
        to the  first  day of the  month  in  which  such  Award  is  determined
        including  required  action  by the  Board,  may elect to defer all or a
        portion of that  Award in  accordance  with this  Section  3.1(b).  Such
        election shall be made by filing an Award Deferral  Agreement during the
        30 day or shorter period beginning on the date the individual becomes an
        Eligible  Executive  and  ending no later than the last day of the month
        preceding the month in which the Award is determined.

               (c) With respect to an Award  identified  in Section  1.4(i),  an
        Eligible  Executive's  election  to defer all or a portion  of his Award
        shall be  effective  on the last day that such  deferral  may be elected
        under Section 3.1(a) or 3.1(b) and shall be effective only for the Award
        in question.  An Eligible Executive may revoke or change his election to
        defer  all or a portion  of his Award at any time  prior to the date the
        election becomes effective,  as described in the preceding sentence. Any
        such revocation or change shall be made in a form and manner  determined
        by the Administrator.

               (d) With respect to an Award  identified in Section  1.4(ii),  at
        such time and in  accordance  with such rules as the  Administrator  may
        prescribe  prior to the close of business on December 30 in any calendar
        year,  an Eligible  Executive may elect to defer all or a portion of any
        such Award.  Awards  identified  in Section  1.4(ii) may not be deferred
        into Education Sub-accounts.

               (e) An Eligible Executive shall not be entitled to defer an Award
        on or after  attaining the age, if any,  which he has  designated  under
        Section 6.1(c) or 6.1(d) for the purpose of commencing  distribution  of
        his Account (or, if  applicable,  his  Retirement  Sub-account).  In the
        event a Member establishes an Education  Sub-account pursuant to Article
        9, he shall not be entitled to defer all or any portion of an Award into
        such a Sub-account  after  attaining the age which he has designated for
        the purpose of commencing distribution from that Sub-account.

               (f) An Eligible Executive shall not be entitled to defer an Award
        if he is eligible to defer his award under another  nonqualified program
        of deferred compensation maintained by an Affiliated Company.

        3.2    Amount of Deferral:

               (a) With respect to an Award identified in Section 1.4(i),  prior
        to a Change  of  Control,  in its sole  discretion,  the  Committee  may
        establish  such  maximum  limit  on the  amount  of  Award  an  Eligible
        Executive  may  defer  for  a  calendar  year  as  the  Committee  deems
        appropriate. Such maximum limit shall appear on the Eligible Executive's
        Award  Deferral  Agreement for the year.  Following a Change of Control,
        the  Committee's  decision  is  subject  to the  final  approval  of the
        Benefits Trust Committee.

               (b) With respect to an Award  identified in Section  1.4(i),  the
        minimum  amount which an Eligible  Executive may defer in any year shall
        be the lesser of $5,000 or the maximum amount  determined  under Section
        3.2(a) above.  If an Eligible  Executive  elects to defer less than this
        amount, his election shall not be effective.

               (c) With respect to an Award identified in Section 1.4(ii), there
        shall be no minimum nor maximum amount of deferral allowed.

        3.3    Crediting to Account:

               (a) The amount of Award which an Eligible  Executive  has elected
        to defer for a calendar  year shall be credited to his Account as of the
        Valuation  Date  coincident  with or next  following  the date the Award
        would have been paid to the Eligible Executive.

               (b) An  additional  credit shall be made to the Account as of the
        Valuation Date  described in Section 3.3(a) above,  determined as if the
        amount of Award  deferred  had earned the same rate of return as the CSX
        Cash Pool  Earnings  Rate from the date the Award  would  have been paid
        until the  Valuation  Date it is  credited to the  Eligible  Executive's
        Account.  In lieu of the CSX  Corporation  Cash Pool Earnings  Rate, the
        Committee  may  designate,  prior to a Change of  Control,  from time to
        time, such other indices of investment  performance or investment  funds
        as the measure of  investment  performance  under this  Section  3.3(b).
        Following a Change of Control,  the  Committee's  decision is subject to
        final approval of the Benefits Trust Committee.


                       ARTICLE 4. SALARY DEFERRAL PROGRAM
                       ----------------------------------

        4.1    Filing Requirements:

               (a) An individual who is an Eligible Executive  immediately prior
        to the  Effective  Date may file a Salary  Deferral  Agreement  with the
        Administrator,  within such period  prior to the  Effective  Date and in
        such manner as the Administrator may prescribe.

               (b) An individual  who becomes an Eligible  Executive on or after
        the  Effective  Date  may  file a  Salary  Deferral  Agreement  with the
        Administrator   during  the  calendar   month  he  becomes  an  Eligible
        Executive, in such manner as the Administrator may prescribe.

               (c) An  Eligible  Executive  who fails to file a Salary  Deferral
        Agreement  with the  Administrator  as provided  in Sections  4.1(a) and
        4.1(b) may file a Salary Deferral  Agreement in any subsequent  month of
        December.

               (d) An Eligible  Executive who has not otherwise filed a Deferral
        Agreement shall file a Salary  Deferral  Agreement under Sections 4.1(a)
        or 4.1(b),  whichever applies,  in order to receive the Matching Credits
        described in Section 4.5,  provided that such agreement need not provide
        for Salary Deferrals.

        4.2    Salary   Deferral   Agreement:  An   Eligible  Executive's Salary
        Deferral   Agreement  shall  authorize a  reduction in his base pay with
        respect to his Salary Deferrals  under the Plan. The Agreement  shall be
        effective for payroll periods beginning on or after the later of:(a) the
        Effective Date; or (b) the first day of the month following the date the
        Salary    Deferral    Agreement  is filed   with   the Administrator  in
        accordance  with   Section  4.1.  Paychecks  applicable  to said payroll
        periods shall be reduced accordingly.

        4.3    Amount of Salary Deferrals:

               (a) On each  Valuation  Date  following the effective  date of an
        Eligible  Executive's Salary Deferral Agreement,  his Sub-accounts shall
        be credited with an amount of Salary  Deferral,  if any, for the payroll
        period ending thereon,  as he elects in his Salary  Deferral  Agreement.
        Such Salary  Deferral for any payroll  period shall be determined as the
        sum of his Basic  Salary  Deferral for such  payroll  period  determined
        under  subparagraph  (i) and his  Additional  Salary  Deferral  for such
        month, determined under subparagraph (ii) as follows:

                      (i)    An Eligible Executive's Basic Salary Deferral shall
                             be determined by multiplying his Compensation for a
                             payroll period by the excess of his Salary Deferral
                             Percentage   over  the  percentage   determined  in
                             subparagraph (ii) below

                      (ii)   An Eligible Executive's  Additional Salary Deferral
                             shall be determined by multiplying his Compensation
                             for a payroll period by a percentage  determined as
                             (A) the  excess of his Salary  Deferral  Percentage
                             over 15%, divided by (B) .85.

        provided,  however,  that no Basic Salary  Deferral  shall be made under
        this Plan for any  payroll  period  unless  the  Eligible  Executive  is
        prevented from making  elective  deferrals  under the Tax Savings Thrift
        Plan for such  payroll  period  as a result  of  Section  402(g)  and/or
        401(k)(3) of the Code, and provided further that, for the payroll period
        in which such Basic Salary  Deferral is first made,  it shall be limited
        to the excess of the amount otherwise determined for such payroll period
        under Section 4.3(a)(i) over the Eligible Executive's elective deferrals
        under  the  Tax  Savings  Thrift  Plan  for  such  payroll  period.   If
        applicable,  Additional  Salary Deferrals shall be made for each payroll
        period  of the year to which  the  Salary  Deferral  Agreement  applies,
        without  regard  to  whether  the  Eligible   Executive  makes  elective
        deferrals  under the Tax Savings  Thrift Plan and without  regard to any
        Basic Salary Deferrals under this Plan.

               (b) An  Eligible  Executive  shall not be entitled to make Salary
        Deferrals on or after attaining the age, if any, which he has designated
        under   Section   6.1(c)  or  6.1(d)  for  the  purpose  of   commencing
        distribution   of  his  Account  (or,  if  applicable,   his  Retirement
        Sub-account). In the event a Member establishes an Education Sub-account
        pursuant to Article 9, he shall not be entitled to make Salary Deferrals
        into such  Sub-account  after  attaining the age which he has designated
        for the purpose of commencing distribution from that Sub-account.

        4.4    Changing Salary Deferrals:

               (a) An  Eligible  Executive's  election  on his  Salary  Deferral
        Agreement of the rate at which he authorizes  Salary Deferrals under the
        Plan shall remain in effect in subsequent calendar years unless he files
        with the  Administrator  an amendment to his Salary  Deferral  Agreement
        modifying or revoking such  election.  The  amendment  shall be filed by
        December 30 and shall be effective for payroll  periods  beginning on or
        after the following January 1.

               (b) Notwithstanding Section 4.4(a), an Eligible Executive may, in
        the event of a severe  financial  hardship,  request a suspension of his
        Salary Deferrals under the Plan. The request shall be made at a time and
        in a manner determined by the  Administrator,  and shall be effective as
        of such date as the Administrator  prescribes.  The Administrator  shall
        apply standards, to the extent applicable,  identical to those described
        in Section 6.3 in making its  determination.  The Eligible Executive may
        apply to the  Administrator  to resume his Salary Deferrals with respect
        to payroll  periods  beginning  on or after the January 1 following  the
        date  of  suspension,  at a  time  and  in a  manner  determined  by the
        Administrator;  provided,  that the  Administrator  shall  approve  such
        resumption  only  if the  Administrator  determines  that  the  Eligible
        Executive is no longer  incurring  such  hardship.  Notwithstanding  the
        preceding,   following  a  Change  of   Control,   such  action  by  the
        Administrator is subject to approval by the Benefits Trust Committee.

        4.5    Certain Additional Credits:

        On each Valuation Date, there shall be credited  Matching Credits to the
        Retirement Sub-account(s) of an Eligible Executive determined as
        follows:

               (a)    For payroll  periods  prior to the  inception of Basic
        Salary  Deferrals  hereunder,  the greater of (b)(i) or (ii)

               (b) For payroll  periods during which Basic Salary  Deferrals are
        effective, the greater of (i) or (iii), minus (iv), where

                      (i)    is the employer matching contributions the Eligible
                             Executive would have received under the Tax Savings
                             Thrift   Plan  if  the   provisions   of   Sections
                             401(k)(3),  401(m)(9)  and 415 of the  Code had not
                             applied to the Tax Savings Thrift Plan; and

                      (ii)   is an  amount  determined  as 3% of the  Eligible
                             Executive's  additional  Salary  Deferrals; and
                      (iii)  is the employer matching contributions the Eligible
                             Executive would have received under the Tax Savings
                             Thrift  Plan if his  deferrals  under this Plan had
                             been contributed to the Tax Savings Thrift Plan (in
                             addition to those amounts  actually  contributed to
                             that Plan),  based on  "Compensation" as defined in
                             this  Plan  and as if the  provisions  of  Sections
                             401(a)(17), 401(k)(3), 401(m)(2), 401(m)(9) and 415
                             of the  Code  had not  applied  to the Tax  Savings
                             Thrift Plan; and

                      (iv)   is the employer matching  contributions made on his
                             behalf for the applicable period to the Tax Savings
                             Thrift Plan.

        No Matching Credits shall be credited to a Member's Education
        Sub-account.


                       ARTICLE 5. MAINTENANCE OF ACCOUNTS
                       ----------------------------------

        5.1    Adjustment of Account:

               (a) As of each  Valuation  Date each Account (and, if applicable,
        each  Sub-account)  shall be  credited  or  debited  with the  amount of
        earnings or losses with which such Sub-account  would have been credited
        or  debited,  assuming it had been  invested  in one or more  investment
        funds, or earned the rate of return of one or more indices of investment
        performance, designated by the Administrator and, if applicable, elected
        by the Member or former Member, for purposes of measuring the investment
        performance of his Sub-accounts.

               (b) The  Administrator  shall  designate at least one  investment
        fund  or  index  of  investment  performance  and  may  designate  other
        investment  funds  or  investment  indices  to be  used to  measure  the
        investment   performance  of  Accounts.  The  designation  of  any  such
        investment  funds or indices shall not require the Affiliated  Companies
        to invest or earmark their general  assets in any specific  manner.  The
        Administrator  may change the designation of investment funds or indices
        from time to time, in its sole discretion, and any such change shall not
        be deemed  to be an  amendment  affecting  Members'  or former  Members'
        rights under Section 7.2.

               (c) For  purposes  of Section  5.1(a),  the portion of a Member's
        Retirement  Sub-accounts  attributable  to  Matching  Credits  shall  be
        credited or debited with  earnings or losses based upon the  performance
        of "Fund E" (CSX Stock Fund) under the Tax Savings Thrift Plan.

               (d) As of  February  1,  1989,  there  shall be  credited  to the
        Account of each Eligible  Executive who participated in the Supplemental
        Benefit Plan of Sea-Land Corporation and Affiliated Companies the amount
        of  deferred  compensation  under  that  plan  as of  January  31,  1989
        attributable  to amounts  credited  under  that plan for the  purpose of
        restoring  contributions  to a  defined  contribution  plan  which  were
        limited by Section  415 of the Code.  Such  amounts  shall be treated as
        Salary  Deferrals  under the Plan,  and unless  transferred  pursuant to
        Section 5.3(a),  shall earn the same rate of return as the CSX Cash Pool
        Earnings Rate.

        5.2    Investment Performance Elections:

               (a) In the  event  the  Administrator  designates  more  than one
        investment  fund or index of investment  performance  under Section 5.1,
        each Member and, if  applicable,  former  Member,  shall file an initial
        investment   election  with  the  Administrator   with  respect  to  the
        investment of his Salary  Deferrals  within such time period and on such
        form as the  Administrator  may prescribe.  The election shall designate
        the  investment  fund  or  funds  or  index  or  indices  of  investment
        performance which shall be used to measure the investment performance of
        the Member's Salary Deferrals. The election shall be effective as of the
        beginning of the payroll  period next following the date the election is
        filed. The election shall be in increments of 1%.

               (b) In the  event  the  Administrator  designates  more  than one
        investment  fund or index under  Section 5.1,  each Member shall file an
        initial  investment  election  each  calendar year in which he defers an
        Award with respect to the amount  deferred.  The election  shall be made
        within such time period and on such form as the Administrator prescribes
        and shall be in  increments of 1% of the amount  deferred.  The election
        shall be effective on the Valuation Date on which the amount  determined
        is credited to the Member's Account.

               (c) A Member may not elect separate  investment  funds or indices
        of investment performance with respect to each Sub-account.

        5.3    Changing Investment Elections:

               (a) A Member may  change his  election  in  Section  5.2(a)  with
        respect to his future Salary Deferrals,  no more than once each calendar
        quarter, by filing an appropriate written notice with the Administrator.
        The notice shall be effective as of the  beginning of the first  payroll
        period following the date the notice is filed with the Administrator.

               (b) A Member or, if applicable,  former Member may reallocate the
        current balance of his Retirement and/or Education Sub-accounts, thereby
        changing the investment  fund or funds or index or indices of investment
        performance  used to measure the future  investment  performance  of his
        existing Account balance,  by filing an appropriate  written notice with
        the  Administrator.  Each  Retirement  or Education  Sub-account  may be
        reallocated  separately.  The election shall be effective as of the last
        business day of the calendar  quarter  following  the month in which the
        notice is filed.  No election  under this Section  5.3(b) shall apply to
        the portion of a Member's Account attributable to Matching Credits.

        5.4    Vesting of Account:  Each Member shall be fully vested in his
        Account.

        5.5    Individual Accounts:  The Administrator shall maintain,  or cause
        to be maintained, records showing the individual balances of each
        Account and each Sub-account. At least once a year, each Member and, if
        applicable, former Member shall be furnished  with a statement  setting
        forth the value of his Account and his Sub-accounts.

        5.6    Action Following a Change of Control: Following a Change of
        Control, any action taken by the Administrator  pursuant to this Article
        5 is subject to the approval of the Benefits Trust Committee.


                         ARTICLE 6. PAYMENT OF BENEFITS
                         ------------------------------

        6.1    Commencement of Payment:

               (a) The  distribution of the Member's or former Member's  Account
        shall  commence,  pursuant to Section 6.2, on or after the occurrence of
        (i),  (ii),  (iii) or (iv)  below,  as  designated  by the  Member  as a
        Distribution Option election:

                     (i)     the Member's termination of employment with the
                             Affiliated Companies,

                    (ii)     attainment  of a designated  age not earlier than
                             age 59-1/2 (on or after  January 1, 1995 age 50)
                             nor later than age 70-1/2,

                   (iii)     the earlier of (i) or (ii) above, or

                    (iv)     the later of (i) or (ii) above.

               In the event a Member elects  either (ii) or (iii) above,  he may
        not elect an age less than three years subsequent to his current age. If
        a Member  elects to defer an Award  identified  in  Section  1.4(ii)  (a
        payment from the CSX Market Value Cash Plan),  such deferral must extend
        the  commencement of distribution  beyond December 31, 2004. A Member or
        former Member shall not change his  Distribution  Option election of the
        designation  of the event  which  entitles  him to  distribution  of his
        Account, except as provided in Section 6.1(c) below; provided,  however,
        no change in Distribution Option election shall be allowed if it results
        in changing the deferral of  commencement  of  distribution  of an Award
        identified  in Section  1.4(ii) to a time  before  January 1, 2005.  For
        purposes  of this Plan and  particularly  this  Section  6.1(a),  if the
        Member's employer is involved in a Divisive Transaction, the Member will
        not be considered to have  terminated his employment  with an Affiliated
        Company until his employment with his employer terminates.

               (b)  Effective  January 1, 1995, a Member or former Member shall,
        pursuant  to Section  6.9, be  eligible  to make a  Distribution  Option
        election  of  the  designation  of  the  event  which  entitles  him  to
        distribution of his Account in the event of a Change of Control.

               (c) A Member or former Member may change his Distribution  Option
        election  of  the  designation  of  the  events  which  entitle  him  to
        distribution of his Account under Section 6.1(a) and Section 6.1(b),  as
        follows:

                      (i)    A Member or former  Member may make a request in
                             writing to the Administrator to defer the  Member's
                             designated  distribution  event  under  Section
                             6.1(a).  The   requests  must be filed  with the
                             Administrator  at least one year  prior to when
                             distribution  would  commence  based  on the
                             current  designation.  The  deferral  requests must
                             specify a distribution  event described in Section
                             6.1(a),  shall be subject to approval of the
                             Administrator  and, if approved, shall be effective
                             as  of the date that is one year after the  request
                             is filed with the  Administrator.   If the Member's
                             current  distribution  event will occur upon his
                             termination  of   employment  and the  Member's
                             employment  terminates  within  one year  after the
                             deferral request  is  made,  the  deferral  request
                             shall not be effective.  A deferral request  under
                             this Section  6.1(c)(i)  shall not result in a
                             forfeiture of the Member's or former Member's
                             Account.

                      (ii)   Notwithstanding  Section  6.1(c)(i),  a Member or
                             former  Member  may  change  his   designated
                             distribution  event under Section 6.1(a) or 6.1(b),
                             no more frequently  than once in any calendar year,
                             by filing with the  Administrator  an amendment to
                             his  Distribution  Option election on or before
                             December 30 (or the last preceding  business  day
                             if  December 30 is not a  weekday).  The change
                             shall be limited to  those events  entitling a
                             Member to a  distribution  that are described in
                             Section  6.1(a),  shall be subject to  approval  of
                             the  Administrator  and,  if  approved,   shall be
                             effective  as of the last  Valuation  Date of the
                             calendar  year in which   the  change is filed.
                             Unless  the  election  complies  with the
                             requirements  of Section  6.1(c)(i),  or unless the
                             provisions of Section 6.1(e) apply, an election
                             under this  Section  6.1(c)(ii)  shall  result in
                             the  forfeiture  of five percent  (5%) of the
                             Member's or former  Member's  Account,  determined
                             as of the Valuation Date  upon  which the  election
                             is  effective.  If the  Member  or former  Member
                             changes  the  form  in  which  his  Account  is to
                             be  distributed  under  Section  6.2(c)(ii)  at the
                             same  time as he  changes  his  designated
                             distribution event under this  Section  6.1(c)(ii),
                             the  combined  forfeitures  will be five percent
                             (5%) of the Member's or former  Member's  Account,
                             determined as of the Valuation  Date upon which the
                             election is effective.

               (d) Notwithstanding  anything in this Section 6.1 or Article 9 to
        the contrary, a Member's Account shall be distributed upon his death.

               (e) A Member may not change the  designation  of the event  which
        entitles  him to  distribution  of one or more  Education  Sub-accounts,
        except that a Member may  transfer  the entire  amount in any  Education
        Sub-account to one or more other Education  Sub-accounts and one or more
        of his Retirement Sub-accounts, or any combination thereof, subject to a
        possible   forfeiture  of  five  percent  (5%)  of  the  Sub-account  so
        transferred, as provided in Article 9.

               (f) Notwithstanding the foregoing,  prior to a Change of Control,
        the  Corporation  may delay  payment of a benefit under this Plan to any
        Member  who is  determined  to be among  the top five most  highly  paid
        executives  for the year the benefit under this Plan would  otherwise be
        paid;  provided,  however, if a Member's payment is delayed, the benefit
        to  which  he is  entitled  will not  decrease  after  the date it would
        otherwise be distributed.

               (g) Notwithstanding the preceding, following a Change of Control,
        the authority to delay payment of a Member's or former Member's  Account
        rests solely with the Benefits Trust Committee.

        6.2    Method of Payment:

               (a) A Member's or former Member's Retirement Sub-account(s) shall
        be distributed to him, or in the event of his death to his  Beneficiary,
        in a cash  single sum  payment as soon as  administratively  practicable
        following the January 1 coincident  with or next  following the date the
        Member incurs the  Distribution  Option elected under Section 6.1 or his
        date of death, as the case may be. Matching Credits earned in respect to
        periods  following  the date of such  distributable  event shall be paid
        directly to the Member in cash as soon as practical. Notwithstanding the
        foregoing,  a Member or former  Member  may make a  Distribution  Option
        election  to  receive   distribution   of  his  Account  in  semi-annual
        installments over a period not to exceed twenty (20) years. Installments
        shall be determined as of each June 30 and December 31 and shall be paid
        as soon as administratively  practicable thereafter.  Installments shall
        commence as of the July 1 or January 1 coincident with or next following
        the  date  the  Member  incurs  the  distributable  event  elected  as a
        Distribution  Option under  Section 6.1, or as soon as  administratively
        practicable  thereafter.  The amount of each installment shall equal the
        balance  in the  Account  as of the  Valuation  Date  of  determination,
        divided  by  the  number  of  remaining   installments   (including  the
        installment being determined). The Distribution Option election shall be
        irrevocable  except as provided in Section 6.2(c) below.  If a Member or
        former Member dies before  payment of the entire balance of his Account,
        the remaining  balance shall be paid in a single sum to his  Beneficiary
        as  soon  as  administratively   practicable  following  the  January  1
        coincident with or next following his date of death.

               (b)  Effective  January 1, 1995, a Member or former Member shall,
        pursuant to Section  6.9,  be  eligible to make a separate  Distribution
        Option  election of the form of payment of his Account in the event of a
        Change of Control.

               (c)  Notwithstanding  Section 6.2(a) and Section 6.2(b), a Member
        or former Member may change the Distribution Option election of the form
        in which his Account is distributed, as follows:

                      (i)    A Member or former  Member may make a one-time
                             request  to the  Administrator  to  change the form
                             in which his Account is to be  distributed  under
                             Section  6.2(a).   A Member or former  Member may
                             also make a one-time  request to change the form in
                             which his Account is to be  distributed  under
                             Section  6.2(b).  The request must   be filed  in
                             writing  with the  Administrator  at  least  one
                             year  prior to when   distribution  would commence
                             based on the current  designation.  The requests
                             must   specify a form of distribution  described in
                             Section  6.2(a),  shall be subject to   approval of
                             the  Administrator  and, if  approved,  shall be
                             effective  as of the    date that is one year after
                             the  request is filed with the  Administrator.  If
                             the  Member's  distribution  event will occur upon
                             his  termination  of employment  and  the  Member's
                             employment  terminates  within one year after the
                             request is filed, the  request  shall not be
                             effective.  A request  under  this  Section
                             6.2(c)(i)  shall not result in a forfeiture of the
                             Member's or former Member's Account.

                      (ii)   Notwithstanding  Section 6.2(c)(i),  a Member or
                             former Member may change the form    in which his
                             Account is to be  distributed  under  Section
                             6.2(a)  or 6.2(b),  no  more frequently  than once
                             in any calendar year, by filing with the
                             Administrator an amendment to his  Distribution
                             Option  election on or before  December 30  (or
                             the last  preceding  business  day if  December 30
                             is not a weekday).  The change  shall be limited to
                             those  forms of  distribution  described  in
                             Section  6.2(a), shall be subject to  approval of
                             the  Administrator  and,  if  approved,  shall be
                             effective  as of the  last  Valuation  Date of the
                             calendar  year in  which it is  filed.  Unless  the
                             election  complies  with  the  requirements  for  a
                             one-time  request  under  Section  6.2(c)(i),  or
                             unless the  provisions  of Section  6.2(d)   apply,
                             an election under this Section  6.2(c)(ii)  shall
                             result in the forfeiture of five percent (5%)of the
                             Member's or former  Member's  Account,  determined
                             as of the  Valuation  Date upon which the  election
                             is  effective.  If the Member or    former  Member
                             changes  his  designated  distribution  event under
                             this  Section  6.2(c)(ii)  at the same time as he
                             changes  the form in which his Account is to be
                             distributed  under  Section  6.1(c)(ii),  the
                             combined  forfeiture  will  be five   percent  (5%)
                             of the Member's or former  Member's  Account,
                             determined  as of the Valuation Date upon which the
                             election is effective.
               (d) In the event the  Member's  Account  consists  of one or more
        Retirement  Sub-accounts  and one or more  Education  Sub-accounts,  the
        provisions of this Section 6.2 shall apply  exclusively  to the Member's
        Retirement  Sub-accounts.  A Member may not change the form in which his
        Education  Sub-accounts  are  distributed,  except  that  a  Member  may
        transfer the entire amount in any Education  Sub-account  to one or more
        other Education Sub-accounts and one or more Retirement Sub-accounts, or
        any  combination  thereof,  subject  to a  possible  forfeiture  of five
        percent (5%) of the Sub-account so  transferred,  as provided in Article
        9.

        6.3    Applicability:  In the event the Member's Account consists of one
        or     more    Retirement  Sub-accounts  and  one   or  more   Education
        Sub-accounts, the provisions of Sections 6.1(a) and 6.1(c) and 6.2 shall
        apply  exclusively to the Member's Retirement Sub-accounts.

        6.4    Account  Adjustment: The obligations of the Corporation or any of
        its affiliated corporations  and  the  benefits due  any  Member, former
        Member, surviving  spouse  or  beneficiary  hereunder  shall be  reduced
        by any  amount received in regard  thereto  under the Benefits Assurance
        Trust or any similar trust or other vehicle.

        6.5    Hardship Withdrawal:

               (a) While employed by the  Participating  Companies,  a Member or
        former Member may, in the event of a severe financial hardship,  request
        a withdrawal  from his Account.  The request shall be made in a time and
        manner  determined  by the  Administrator,  shall  not be for a  greater
        amount than the amount  required  to meet the  financial  hardship,  and
        shall be subject to approval by the Administrator.

               (b)    For purposes of this Section 6.5 financial hardship shall
                      include:

                      (i)    education of a dependent  child where the Member or
                             former  Member  shows that  without the  withdrawal
                             under  this   Section   the   education   would  be
                             unavailable to the child;

                     (ii)    illness  of  the  Member  or  former   Member  or
                             his dependents,  resulting in severe financial
                             hardship to the Member or former Member;

                    (iii)    the loss of the  Member's  or  former Member's home
                             or its contents, to the extent  not reimbursable by
                             insurance or otherwise, if such loss results in a
                             severe financial  hardship to the  Member or former
                             Member;

                     (iv)    any  other  extraordinary   circumstances   of  the
                             Member  or  former  Member   approved by the
                             Administrator if such circumstances  would  result
                             in a present or  impending  critical financial need
                             which the Member or former Member is   unable to
                             satisfy with funds reasonably available  from other
                             sources.

               (c) Notwithstanding the preceding, following a Change of Control,
        any decisions or determinations by the Administrator  under this Section
        6.5 shall be subject to the approval of the Benefits Trust Committee.

        6.6    Designation of Beneficiary: A Member or former Member may, at a
        time and in a manner determined by the Administrator, designate a
        beneficiary and one or more  contingent  beneficiaries  (which may
        include  the  Member's or former Member's  estate) to receive any
        benefits  which may be payable  under this Plan upon his death. If the
        Member or former Member do not designate a beneficiary or contingent
        beneficiary,  or if the beneficiary and the contingent  beneficiaries do
        not survive the Member or former  Member,  such benefits shall be paid
        to the Member's  or former  Member's  estate.  A Member or former Member
        may revoke or change  any  designation  made  under  this  Section  6.6
        in a time  and  manner determined by the Administrator.

        6.7    Special Distribution Rules: Notwithstanding anything to the
        contrary in this Plan,  if (a) a Member or former Member  becomes the
        owner,  director or employee of a competitor  of the  Affiliated
        Companies, (b) his  employment is terminated  by an  Affiliated  Company
        on account of actions by the Member which are detrimental to the
        interests of the Affiliated Company, or (c) he engages in conduct
        subsequent to the  termination  of his  employment  with the Affiliated
        Companies which the Administrator  determines to be detrimental to the
        interests of an Affiliated  Company, then the Administrator  may, in its
        sole discretion, pay the Member or former Member a single sum payment
        equal to the balance in his Account.  The single sum payment shall be
        made as soon as practicable  following the date the Member or former
        Member becomes an owner, director or employee of a competitor,  his
        termination of employment or the Administrator's  determination of
        detrimental  conduct,  as the case may be, and shall be in lieu of all
        other benefits which may be payable to the Member or former Member under
        this Plan.

        6.8    Status of Account  Pending  Distribution:  Pending  distribution,
        a former Member's  Account (and, if applicable,  a former  Member's
        Sub-accounts) shall  continue to be credited  with  earnings and losses
        as provided in Section 5.1.  The former  Member  shall be entitled to
        change his  investment  elections under  Section 5.3 or apply for
        Hardship  withdrawals  under  Section 6.5 to the same  extent as if he
        were a Member of the Plan.  In the event of the death of a Member or
        former Member,  his  Sub-accounts  shall be credited with earnings and
        losses  as if the  Sub-accounts  had  earned  the same rate of return as
        the CSX Corporation  Cash  Pool  Earnings  Rate  or,  in  the  sole
        discretion  of  the Administrator,  the rate of return of such other
        index of investment performance or investment fund which may be
        designated by the Administrator as a measure for investment  performance
        of  Members' or  former  Members'  Accounts (and,  if applicable,  their
        Sub-accounts),  commencing with the Valuation Date coincident with or
        next following the Member's or former Member's date of death.

        6.9  Installments  and  Withdrawals   Pro-Rata:   In  the  event  of  an
        installment payment or hardship withdrawal,  such payment or withdrawal
        shall be made on a pro-rata  basis from the portions of the  Member's or
        former  Member's existing Account balance which are subject to different
        measures of investment performance. In the event of a hardship
        withdrawal, the withdrawal shall be made on a pro-rata basis from all of
        the Member's or former Member's Sub-accounts.

        6.10   Change of Control:

               (a) If a Change of Control  has  occurred,  the  Corporation  and
        Participating  Companies shall  contribute to the Trust within 7 days of
        such Change of Control,  a lump sum payment  equal to the greater of (i)
        the aggregate  value of the amount each Member or former Member would be
        eligible  to  receive  (determined  under (b)  below)  as of the  latest
        Valuation  Date  coinciding  with or  preceding  the date of  Change  of
        Control or (ii) the amount  determined  under  Section 1(h) of the Trust
        attributable  to  liabilities  relating  to the Plan to the extent  such
        amounts are not already in the Trust.  The aggregate value of the amount
        of the lump sum to be  contributed to the Trust pursuant to this Section
        6.10  shall  be  determined  by  the   Independent   Accountants   after
        consultation  with the entity then  maintaining the Plan's records,  and
        shall be projected,  if necessary,  to such Valuation Date from the last
        valuation of Members' or former Members'  Accounts for which information
        is readily  available.  Thereafter,  the Independent  Accountants  shall
        annually  determine  as of a  Valuation  Date for each  Member or former
        Member not receiving a lump sum payment pursuant to subsection (b) below
        the value of each Member or former Member's Accounts. To the extent that
        the value of the assets  held in the Trust  relating to this Plan do not
        equal the aggregate amount described in the preceding  sentence,  at the
        time of the valuation, as determined by the Independent Accountants, the
        Corporation   and   Participating   Companies  shall  make  a  lump  sum
        contribution to the Trust equal to the difference.

               (b) In the event a Change of Control has occurred, the trustee of
        the Trust shall,  within 45 days of such Change of Control,  pay to each
        Member or former Member not making an election  under (c) below,  a lump
        sum  payment  equal to the  value of the  Member's  or  former  Member's
        Accounts   (determined  under  Article  5)  as  of  the  Valuation  Date
        coinciding  with or next  preceding  the date of such Change of Control.
        The amount of each Member's or former Member's lump sum payment shall be
        determined by the Independent  Accountants  after  consultation with the
        entity then maintaining the Plan's records,  and shall be projected,  if
        necessary, to such Valuation Date from the last valuation of Member's or
        former Member's Accounts for which information is readily available.

               (c) Each  Member or former  Member may elect in a time and manner
        determined by the Administrator, but in no event later than December 31,
        1996,  or the  occurrence  of a Change of Control,  if earlier,  to have
        amounts and benefits  determined and payable under the terms of the Plan
        as if a Change of Control had not occurred.  New Members of the Plan may
        elect in a time and manner  determined by the  Administrator,  but in no
        event later than 90 days after  becoming a Member,  to have  amounts and
        benefits  determined  and  payable  under  the terms of the Plan as if a
        Change of Control had not  occurred.  A Member or former  Member who has
        made an election,  as set forth in the two preceding sentences,  may, at
        any time and from time to time, change that election; provided, however,
        a change of election that is made within one year of a Change of Control
        shall be invalid.

               (d)  Notwithstanding  anything in the Plan to the contrary,  each
        Member or former  Member  who has made an  election  under (c) above may
        elect within 90 days following a Change of Control, in a time and manner
        determined  by the  Benefits  Trust  Committee,  to  receive  a lump sum
        payment  calculated  under the provisions of (b) above  determined as of
        the  Valuation  Date  next  preceding  such  payment,  except  that such
        calculated  amount  shall be reduced by 5% and such  reduction  shall be
        irrevocably forfeited by the Member or former Member.  Furthermore, as a
        result of such election,  the Member or former Member shall no longer be
        eligible to  participate  or otherwise  benefit from the Plan.  Payments
        under this  subsection (d) shall be made not later than 7 days following
        receipt by the  Corporation of a Member's or former  Member's  election.
        The Benefits Trust Committee  shall, no later than 7 days after a Change
        of Control has  occurred,  give written  notification  to each Member or
        former Member  eligible to make an election under this  subsection  (d),
        that a Change of Control  has  occurred  and  informing  such  Member or
        former Member of the availability of the election.


                       ARTICLE 7. AMENDMENT OR TERMINATION
                       -----------------------------------

        7.1    Right to Terminate:

               (a) Prior to a Change of  Control,  the  Board  may,  in its sole
        discretion,  terminate this Plan and the related Deferral  Agreements at
        any time. Following a Change of Control, this Plan may not be terminated
        without the approval of the Benefits Trust Committee.

               (b) Prior to a Change of Control,  the Committee may terminate an
        Affiliated  Company's  participation as a Participating  Company in this
        Plan for any  reason at any time.  Following  a Change  of  Control,  an
        Affiliated  Company  may  not  be  terminated  from  participation  as a
        Participating   Company  without  the  consent  of  the  Benefits  Trust
        Committee.

               (c) Prior to a Change of Control,  an Affiliated  Company's board
        of directors may terminate that Affiliated Company's  participation as a
        Participating  Company for any reason at any time. Following a Change of
        Control,  an  Affiliated  Company's  participation  as  a  Participating
        Company may not be terminated  without the consent of the Benefits Trust
        Committee.

               (d) In the event the Plan and  related  Deferral  Agreements  are
        terminated,  each Member,  former Member and Beneficiary shall receive a
        single sum payment  equal to the balance in his Account.  The single sum
        payment shall be made as soon as practicable following the date the Plan
        is  terminated  and shall be in lieu of any other  benefit  which may be
        payable to the Member, former Member or Beneficiary under this Plan.

        7.2  Right to Amend: Prior to a Change of Control, the Board may, in its
        sole discretion,  amend this Plan and the related Deferral  Agreements
        on 30 days prior notice to the Members and, where  applicable,  former
        Members.  Following a Change of Control,  all  amendments to this Plan
        are subject to the approval of the Benefits  Trust  Committee.  If any
        amendment to this Plan or to the Deferral  Agreements  shall adversely
        affect the rights of a Member or former Member,  such  individual must
        consent in writing to such amendment  prior to its effective  date. If
        such  individual  does  not  consent  to the  amendment,  the Plan and
        related  Deferral  Agreements  shall be deemed to be  terminated  with
        respect to such  individual  and he shall receive a single sum payment
        of his Account as soon thereafter as is  practicable.  Notwithstanding
        the foregoing,  the Administrator's  change in any investment funds or
        investment  index under Section  5.1(b) or the  restriction  of future
        deferrals under the salary deferral  program or award deferral program
        shall  not be  deemed  to  adversely  affect  any  Member's  or former
        Member's rights.

        7.3  Uniform  Action:  Notwithstanding  anything  in  the  Plan  to  the
        contrary,  any action to amend or terminate the Plan or the Deferral
        Agreements must be taken in a uniform and  nondiscriminatory  manner.
        Notwithstanding  the preceding,  any such  action  taken by the
        Administrator  following a Change of Control is subject to the approval
        of the Benefits Trust Committee.


                          ARTICLE 8. GENERAL PROVISIONS
                          -----------------------------

        8.1  No  Funding:  Nothing  contained  in  this  Plan  or in a  Deferral
        Agreement  shall  cause this Plan to be a funded  retirement  plan.
        Neither the Member,  former Member,  his  beneficiary,  contingent
        beneficiaries,  heirs or personal  representatives shall have any right,
        title or interest in or to any funds of the Trust or the  Affiliated
        Companies  on  account of this Plan or on account of having completed a
        Deferral  Agreement.  The assets held in the Trust shall be subject to
        the claims of creditors of the Corporation,  and the Trust's assets
        Shall be used to discharge said claims in the event of the Corporation's
        insolvency.  Each  Member or former  Member  shall  have the status of a
        general unsecured creditor of the Affiliated  Companies and this Plan
        constitutes a mere promise by the Affiliated Companies to make benefit
        payments in the future.

        8.2 Obligation: To the extent reflected by resolutions of the applicable
        boards of directors, obligations for benefits under this Plan shall be
        joint and several.

        8.3 No  Contract  of  Employment:  The  existence  of this  Plan or of a
        Deferral  Agreement  does not  constitute  a contract for  continued
        employment between  an  Eligible  Executive  or a Member  and an
        Affiliated  Company.  The Affiliated  Companies  reserve  the right to
        modify an Eligible  Executive's  or Member's remuneration and to
        terminate an Eligible Executive or a Member for any reason  and at any
        Time,  notwithstanding  the  existence  of this Plan or of a Deferral
        Agreement.

        8.4 Withholding  Taxes:  All payments under this Plan shall be net of an
        amount sufficient to satisfy any federal, state or local withholding and
        payroll tax requirements.

        8.5 Nonalienation:  The right to receive any benefit under this Plan may
        not be transferred,  assigned, pledged or encumbered by a Member, former
        Member, beneficiary  or  contingent  beneficiary  in any manner and any
        attempt to do so shall be void.  No such benefit shall be subject to
        garnishment,  attachment or other  legal or  equitable  process  without
        the prior  written  consent of the Affiliated  Companies.
        Notwithstanding  the  preceding,  following  a Change of Control,  the
        Administrator  shall not implement such action without the consent of
        the Benefits Trust Committee.

        8.6    Administration:

               (a) Prior to a Change of Control,  the  Administrator of the Plan
        shall be responsible for the general  administration of the Plan, claims
        review, and for carrying out its provisions.  Administration of the Plan
        shall be carried out  consistent  with the terms and  conditions  of the
        Plan.

               (b) Following a Change of Control,  the Benefits Trust  Committee
        may remove and/or replace the Administrator.

               (c) The Administrator  shall have sole and absolute discretion to
        interpret  the  Plan,   determine   eligibility  for  and  benefits  due
        hereunder.  Decisions of the Administrator  regarding benefits under the
        Plan shall at all times be binding  and  conclusive  on  Members,  their
        beneficiaries,   heirs  and  assigns.   Notwithstanding  the  preceding,
        following a Change of Control, final benefit determinations for Members,
        their  beneficiaries,  heirs and assigns and decisions regarding benefit
        claims  under the Plan shall rest with the Benefits  Trust  Committee or
        its delegate in its sole and absolute discretion.

               (d)  Prior  to  paying  any   benefit   under   this  Plan,   the
        Administrator  may require the Member or former  Member,  beneficiary or
        contingent  beneficiary  to provide such  information or material as the
        Administrator,  in its sole  discretion,  shall deem necessary for it to
        make any  determination  it may be required to make under this Plan. The
        Administrator  may withhold payment of any benefit under this Plan until
        it  receives  all  such  information  and  material  and  is  reasonably
        satisfied of its correctness and genuineness.  The  Administrator  shall
        provide  adequate  notice  in  writing  to any  Member,  former  Member,
        beneficiary  or contingent  beneficiary  whose claim for benefits  under
        this Plan has been denied,  setting forth the specific  reasons for such
        denial. A reasonable  opportunity  shall be afforded to any such Member,
        former Member, beneficiary or contingent beneficiary for a full and fair
        review by the  Administrator  of its  decision  denying  the claim.  The
        Administrator's  decision on any such review  shall be final and binding
        on the Member, former Member,  beneficiary or contingent beneficiary and
        all  other   interested   persons.   All  acts  and   decisions  of  the
        Administrator  shall be final  and  binding  upon  all  Members,  former
        Members,  beneficiaries,  contingent  beneficiaries and employees of the
        Affiliated Companies.  Notwithstanding the preceding, following a Change
        of Control,  any and all decisions by the  Administrator  are subject to
        the approval of the Benefits Trust Committee.

               (e)  Prior to a Change  of  Control,  the  Committee  in its sole
        discretion  and upon such  terms as it may  prescribe,  may  permit  any
        company  or  corporation  directly  or  indirectly   controlled  by  the
        Corporation to participate in the Plan. After a Change of Control,  such
        permission must be approved by the Benefits Trust Committee.

        8.7    Construction:

               (a) The Plan is  intended  to  constitute  an  unfunded  deferred
        compensation  arrangement  for a select  group of  management  or highly
        compensated  employees and all rights hereunder shall be governed by and
        construed in accordance with the laws of the Commonwealth of Virginia to
        the extent not preempted by federal law.

               (b) The masculine pronoun means the feminine wherever
        appropriate.

               (c) The  captions  inserted  herein are  inserted  as a matter of
        convenience and shall not affect the construction of the Plan.


                        ARTICLE 9. EDUCATION SUB-ACCOUNTS
                        ---------------------------------

        9.1    Education Sub-accounts:

               (a)  Notwithstanding  any provision of this Plan to the contrary,
        with respect to amounts  deferred under Salary  Deferral  Agreements and
        Award  Deferral  Agreements  effective on or after  December 31, 1990, a
        Member may direct the Administrator to establish a separate  sub-account
        in the name of one or more of:

                      (i)    each of the Member's children,

                      (ii)   each of the Member's brothers, sisters, their
                             spouses, the Member's spouse, or

                      (iii)  each of the foregoing's lineal descendants, for the
                             payment of their  expenses  directly or  indirectly
                             arising from  enrollment in a college,  university,
                             another   post-secondary   institution   of  higher
                             learning  or a secondary  educational  institution.
                             Each  sub-account   established  pursuant  to  this
                             Section   9.1(a)   shall  be   referred  to  as  an
                             "Education Sub-account."

               (b) The Member may instruct the  Administrator to allocate all or
        a portion of any amount  deferred under an Award  Deferral  Agreement in
        respect to an Award  granted  after  December 31, 1990 to one or more of
        the Education Sub-accounts established pursuant to Section 9.1(a).

               (c) A Member may  instruct the  Administrator  to allocate all or
        any  portion  of the  amount  he defers  for  periods  commencing  after
        December 31, 1990  pursuant to his Salary  Deferral  Agreement to one or
        more of the  Education  Sub-accounts  established  pursuant  to  Section
        9.1(a).

               (d) Any  elections   pursuant  to  Sections   9.1(a)  and
        9.1(b)  shall  be  made  in  whole percentages.

               (e) No Matching Credits shall be allocated to any Education
        Sub-account.

        9.2    Distribution of  Education Sub-accounts:

               (a)  Amounts  allocated  to one or more of a  Member's  Education
        Sub-accounts  shall be  distributed to the Member upon the attainment of
        the certain age of the Member, specifically designated by the Member for
        this purpose with regard to that Sub-account.

               (b) A Member or former  Member may transfer the entire amount but
        not less than that amount in any  Education  Sub-account  to one or more
        other  Education  Sub-accounts,   a  Retirement   Sub-account,   or  any
        combination  thereof,  by filing the appropriate  form or forms with the
        Administrator  not later than the last business day of the calendar year
        preceding  the calendar  year in which  distribution  of that  Education
        Sub-account  was  to  begin;   provided,   however,   if  such  transfer
        accelerates  the timing of the payment to the  Member,  there shall be a
        forfeiture  of five  percent  (5%) of the  Member's  or former  Member's
        Sub-account  so  transferred,  determined as of the Valuation  Date upon
        which the transfer is effective.  In no event may a Member  transfer all
        or  any  portion  of  the  amount  in a  Retirement  Sub-account  to his
        Education  Sub-accounts.  Except as provided in this  Section  9.2(b) or
        9.2(c) below,  a Member or former Member may not change the time or form
        of distribution of his Education Sub-accounts.

               (c) In the  event  that  the  individual  for  whom an  Education
        Sub-account is established dies while funds remain in that  Sub-account,
        a Member or former Member may transfer without penalty the entire amount
        but not less than that amount in that Sub-account in accordance with the
        provisions of (i) or (ii) below:

                      (i)    to  one or  more  existing  Education  Sub-accounts
                             and/or a new Education  Sub-account  established in
                             accordance  with  the  provisions  of  Section  9.1
                             hereof; or

                      (ii)   to a Retirement Sub-account.

        If a Member or former Member elects to transfer funds in accordance with
        (ii) and he has not  previously  established  a Retirement  Sub-account,
        such a Sub-account shall be established  automatically and the Member or
        former  Member  promptly  thereafter  will be  required  to  execute  an
        amendment to his Deferral Agreement which shall specify the option under
        Section 6.1(a) which will entitle him to  distribution of the Retirement
        Sub-account and the form of distribution under Section 6.2(a).

               (d) A Member's or former Member's Education Sub-accounts shall be
        distributed to him, or in the event of his death to his Beneficiary,  in
        a cash  single  sum  payment  as  soon as  administratively  practicable
        following the January 1 coincident  with or next  following the date the
        Member incurs the  distributable  event or events  elected under Section
        9.2(a) or his date of  death,  as the case may be.  Notwithstanding  the
        foregoing,  a Member or former Member may elect to receive  distribution
        of one or more of his Education Sub-accounts in semi-annual installments
        over a  period  not to  exceed  six (6)  years.  Installments  shall  be
        determined  as of each June 30 and December 31 and shall be paid as soon
        as administratively practicable thereafter.  Installments shall commence
        as of the June 30 or December 31 coincident  with or next  following the
        date the Member  incurs the  distributable  event  elected under Section
        9.2(a)  with  regard to a  Sub-account,  or as soon as  administratively
        practicable  thereafter.  The amount of each installment shall equal the
        balance in the applicable Education Sub-account as of the Valuation Date
        of  determination,  divided  by the  number  of  remaining  installments
        (including  the  installment  being  determined).  If a Member or former
        Member dies before payment of the entire balance of all of his Education
        Sub-accounts,  the  remaining  balance or balances,  as the case may be,
        shall  be  paid  in  a  single  sum  to  his   Beneficiary  as  soon  as
        administratively  practicable following the January 1 coincident with or
        next following his date of death.

        9.3  Construction:  To the extent  any  provision  in this  Article 9 is
        inconsistent  with any other provision of this Plan, the provisions in
        Article 9 shall govern.