Supplemental Retirement Benefit Plan
                 of CSX Corporation and Affiliated Corporations

                     As Amended and Restated January 1, 1995
                      (As Amended through December 7, 1999)





Section I - INTRODUCTION

        1. The purpose of this plan, hereinafter called the "Supplemental Plan",
is to provide benefit  payments to individuals who are participants (or members,
as the case may be) in  funded,  tax-qualified  defined  benefit  pension  plans
maintained by CSX  Corporation  (the  "Company")  and certain of its  affiliated
corporations  (whose  participation in the Supplemental  Plan is approved by the
Compensation  Committee of the Board of Directors of the Company  ("Compensation
Committee")) and which adopts this  Supplemental  Plan by action of its board of
directors and whose  benefits  would  otherwise be reduced by Section 415 of the
Internal  Revenue  Code  ("Code") of 1986,  as amended  ("Code")  which  imposes
limitations   on  benefits   which  may  be  accrued  under  such  plans  ("Code
Limitations").  Notwithstanding the preceding, following a Change of Control, an
affiliated   corporation  may  not  become  a  participating  employer  in  this
Supplemental Plan without the approval of the Benefits Trust Committee.

        2.  This  Supplemental  Plan  preserves  and  continues  in  effect  all
provisions  for  accruals  based upon  limitations  of benefits  imposed by Code
Limitations,  heretofore  credited to  Participants  under Section V,  paragraph
(subsection) 5, of the Special Retirement Plan of CSX Corporation and Affiliated
Corporations  ("Special  Plan"),  the  Supplemental  Benefits  Plan of  Sea-Land
Corporation  and  Participating  Companies,  and the American  Commercial  Lines
Benefit Restoration Plan ("Predecessor Plans").

Section II - DEFINITIONS

        1. Supplemental Benefit means the benefit described in Section IV of
this Supplemental Plan.

        2. The Supplemental  Plan shall,  where  appropriate,  refer to and have
meanings  consistent  with all of the relevant terms of the CSX Pension Plan and
any other regularly  maintained  funded,  tax-qualified  defined benefit pension
plan of any other corporation affiliated with the Company whose participation in
the  Supplemental  Plan as a participating  employer is approved by the board of
directors of any such affiliated corporation and by the Compensation  Committee.
Such existing regularly  maintained defined benefit pension plans which provided
benefits for employees of the Company or its  affiliates  prior to the Effective
Date of this  Supplemental  Plan  document,  or those  which may be  established
hereafter,  as amended  from time to time,  shall be  referred  to herein as the
"Pension Plan."

        3.  Regardless  of  formal  differences  which  may  exist  between  the
Supplemental  Plan and the Pension Plan or the  Predecessor  Plans in the use of
terminology,  the definitions and principles  which are set forth in the Pension
Plan  or  the   Predecessor   Plans  with  respect  to   compensation,   average
compensation,  credited service and similar terms shall be construed and applied
hereunder in a manner consistent with the purposes of this Supplemental Plan and
the Pension  Plan or the  Predecessor  Plans.  In any instance in which the male
gender is used  herein,  it shall also include  persons of the female  gender in
appropriate circumstances.

        4. "Benefits  Trust  Committee"  means the committee  created  pursuant
to the CSX  Corporation and Affiliated Companies Benefits Assurance Trust
Agreement (the "Benefits Assurance Trust").

        5. Any reference to the "Company's  independent  actuary",  "independent
actuaries",  "actuary" or "Actuary" means the independent actuary engaged by CSX
Corporation and, if selected or changed following a Change of Control,  approved
by the Benefits Trust Committee.


Section III - MEMBERSHIP

        1. Every  person  who  previously  participated  in a  Predecessor  Plan
shall  automatically  be a Participant in this Supplemental Plan on and after
the Effective Date.

        2. Each employee who is a Participant  in a Pension Plan on or after the
Effective Date shall  participate in this Supplemental Plan to the extent of the
benefits provided herein.

        3.  A  Participant's  participation  in  this  Supplemental  Plan  shall
terminate coincident with the termination of such individual's  participation in
the Pension Plans; provided, however, in the event that the Participant shall be
reassigned  or  transferred  into  the  employ  of  the  Company  or  any of its
affiliates which also is a participating employer in this Supplemental Plan, the
Participant's participation shall be continued.

Section IV - SUPPLEMENTAL BENEFITS

        1. All of the provisions,  conditions and  requirements set forth in the
applicable  Pension Plan with respect to the granting and payment of  retirement
benefits  thereunder shall be equally  applicable to the payment of supplemental
benefits hereunder to affected  Participants in the Supplemental Plan and to the
payment  thereof from the  employer's  general  assets.  Whenever an  individual
Participant's   rights  under  the  Supplemental  Plan  are  to  be  determined,
appropriate reference shall be made to the particular Pension Plan in which such
person is also a  participant.  Notwithstanding  the  preceding  sentence,  if a
supplemental  benefit under this  Supplemental Plan shall be paid to a surviving
spouse  or  other  surviving  designated  beneficiary  in  conformance  with the
provisions of the Pension Plans, the final  installment  payment hereunder shall
be made to the  estate of the  surviving  spouse or other  surviving  designated
beneficiary.

        2. Each  Participant  shall  receive a  Supplemental  Benefit under this
Supplemental Plan in an amount equal to the difference,  if any, between (i) the
Participant's  monthly  retirement  income  benefit under the  provisions of the
particular  Pension Plan in which such person is also a  participant  calculated
before  the  application  of any Code  Limitations  and  (ii) the  Participant's
monthly  retirement  income  benefit  determined  after  application of the Code
Limitations.

        3.  Notwithstanding any other provision of this Supplemental Plan to the
contrary,  a  Supplemental  Benefit  shall not be determined or paid which would
duplicate a payment of benefit provided to a Participant under the Pension Plan,
the  Predecessor  Plans or any other unfunded or funded  retirement  plan of the
Company or any of its affiliated  corporations.  Further, the obligations of the
Company  or any of its  affiliated  companies  and  the  benefit  plan  due  any
Participant,  surviving spouse or beneficiary  hereunder shall be reduced by any
amount  received in regard  thereto  from the  Benefits  Assurance  Trust or any
similar trust or other vehicle.

        4.  A  Supplemental   Benefit  payable  under  the  provisions  of  this
Supplemental  Plan  shall be paid in such  forms  and at such  times as shall be
consistent with the payment of the Participant's retirement income benefit under
the  particular  Pension  Plan in  which  such  person  is  also a  participant.
Notwithstanding  the  foregoing,  prior to a Change of Control,  the Company may
delay  payment of a  Supplemental  Benefit  under the  Supplemental  Plan to any
Participant  who is  determined  to be  among  the top  five  most  highly  paid
executives for the year that the Supplemental Benefit payment would otherwise be
paid; provided,  however, if a Participant's  payment is delayed,  that will not
decrease the total Supplemental Benefit to which he is entitled. Notwithstanding
the preceding,  following a Change of Control, the authority to delay payment of
a Supplemental Benefit rests solely with the Benefits Trust Committee.

        5.  Notwithstanding any other provision of this Supplemental Plan to the
contrary,  certain  senior  executives  of the  Company  or its  affiliates  (as
identified  by the Chief  Executive  Officer of the Company  from time to time),
will,  prior to their  commencement  of retirement  benefits under the Company's
qualified  pension  plan,  be  permitted  to elect to  receive  (or  elect for a
beneficiary  to receive  in the event of the  executive's  death) the  actuarial
present value of their benefits under this Supplemental Plan in a lump sum. Such
election  shall be in  accordance  with rules  established  by the  Supplemental
Plan's Administrator.  For purposes of this subsection 5, the `actuarial present
value' shall be determined as of the  Valuation  Date  preceding the date of the
payment of the benefit and on the basis of the UP 1984 Mortality Table, set back
one year,  and a discount  rate equal to the interest  rate  promulgated  by the
Pension Benefit  Guaranty  Corporation for use in determining the sufficiency of
single employer defined benefit pension plans terminating on that date.

Section V - FUNDING METHOD

        1. The  Supplemental  Benefit shall be paid exclusively from the general
assets of the applicable  employers  participating in the  Supplemental  Plan or
from the  Benefits  Assurance  Trust  which has been  established  to secure the
payment of the obligations  created herein. No Participant or other person shall
have any rights or claims  against  the assets of the  employers  or against the
Benefits  Assurance  Trust which are superior to or different  from the right or
claim of a general, unsecured creditor of any participating employer.

        2. The Supplemental Plan is intended to be unfunded for tax purposes and
for  purposes  of  Title I of  ERISA,  and  constitutes  a mere  promise  by the
participating employer to make benefit payments in the future.

        3. The employers  participating  in the  Supplemental Plan shall provide
all funds required to pay benefits accrued and to administer this Supplemental
Plan.

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

Section VI - ADMINISTRATION OF PLAN

        1.  Prior to a Change  of  Control,  the Plan  Administrator  of the CSX
Pension Plan shall be the "Plan  Administrator"  of this  Supplemental  Plan and
shall be responsible for the general  administration  of the Supplemental  Plan,
claims  review  and for  carrying  out its  provisions.  Administration  of this
Supplemental  Plan shall be carried out consistent with the terms and conditions
of the Pension Plan and the Supplemental Plan.

        2. Following a Change of Control, the Benefits  Trust Company may remove
and/or  replace the Plan Administrator.

        3. The Plan  Administrator  shall have sole and absolute  discretion  to
interpret  the Plan,  determine  eligibility  for and  benefits  due  hereunder.
Decisions  of  the  Plan  Administrator   regarding  participation  in  and  the
calculation  of benefits  under this  Supplemental  Plan,  shall at all times be
binding and conclusive on Participants, their beneficiaries, heirs and assigns.

        4.  Notwithstanding  Subsection 3 above,  following a Change of Control,
final benefit  determinations for Participants,  their beneficiaries,  heirs and
assigns and decisions  regarding  benefit  claims under this  Supplemental  Plan
shall rest with the  Benefits  Trust  Committee  or its delegate in its sole and
absolute discretion.

Section VII - CERTAIN RIGHTS AND OBLIGATIONS

        1. (a) Prior to a Change  of  Control  the  Compensation  Committee  may
terminate  the  Supplemental  Plan  upon the  termination  of one or more of the
Pension  Plans.  Prior to a Change  of  Control  the Board of  Directors  of CSX
Corporation  may terminate the Plan at any time for any reason in any manner not
prohibited by law. Following a Change of Control, this Supplemental Plan may not
be terminated without the approval of the Benefits Trust Committee.

               (b) Prior to a Change of Control,  the Board of  Directors of the
Company  may  terminate  an   affiliated   corporation's   participation   as  a
participating  employer  in this  Supplemental  Plan for any reason at any time.
Following a Change of Control,  an affiliated  corporation may not be terminated
from  participation  as a  participating  employer  without  the  consent of the
Benefits Trust Company.

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

        2.     The participating employers agree in the event that the
Supplemental Plan is terminated:

        (a)    Each  retired   Participant,   surviving   spouse  of  a  retired
               Participant  or  surviving  designated  beneficiary  of a retired
               Participant shall be entitled to receive the Supplemental Benefit
               they  would  have  received  had the  Supplemental  Plan not been
               terminated,  and each  surviving  spouse or surviving  designated
               beneficiary of a deceased  Participant  shall become  entitled to
               receive for life the  Supplemental  Benefit  that such  surviving
               spouse or surviving  designated  beneficiary  would have received
               had the Supplemental Plan not been terminated; and

        (b)    Each active Participant shall be entitled to receive for life the
               Supplemental  Benefit  he or she  would  have  received  had  the
               Supplemental Plan not been terminated, calculated on the basis of
               the  Supplemental  Benefit  which  had  accrued  at the  time  of
               termination; provided, however, that the Participant shall become
               entitled  to such  Supplemental  Benefit  only at the time and in
               accordance  with the provisions of the  Supplemental  Plan had it
               continued in effect.

        (c)    In lieu of paying a Supplemental Benefit in accordance with the
               foregoing  provisions, the Plan  Administrator, at its  election,
               may  direct  the  discharge  of all  obligations  to  retired
               Participants,  surviving spouses or surviving designated
               beneficiaries of deceased Participants, and active  Participants
               by cash payment of equivalent  actuarial value or through the
               provision   of  immediate or deferred  annuities or such other
               periodic  payments of  equivalent  actuarial   value, as it shall
               in its sole discretion  determine.  Notwithstanding  the
               preceding,  any such  action  taken by the Plan  Administrator
               following  a  Change  of  Control  is  subject  to the   approval
               of the Benefits Trust Committee.

        3. Anything in the Supplemental Plan to the contrary notwithstanding, if
the Plan Administrator finds that any Participant, retired Participant or spouse
is  engaged  in  acts  detrimental  to the  Company  or  any  of its  affiliated
corporations,  and if after due notice such Participant, the retired Participant
or spouse continues to be so engaged or employed,  the Plan Administrator  shall
suspend the Supplemental Benefit of such person, which suspension shall continue
until removed by notice from the Plan Administrator;  provided, however, that if
such  suspension  has  continued  for one  year,  the Plan  Administrator  shall
forthwith   cancel  such   Participant's  or  spouse's   Supplemental   Benefit.
Furthermore,  if the Plan  Administrator  finds  that any  Participant  had been
discharged for having  performed  acts  detrimental to the Company or any of its
affiliated  corporations,  then regardless of any other provision in the Pension
Plan or the  Supplemental  Plan, no benefit shall be payable to or on account of
any such Participant's  coverage under this Supplemental  Plan.  Notwithstanding
the preceding,  following a Change of Control,  the Plan Administrator shall not
implement such action without the consent of the Benefits Trust Committee.

        4. The  establishment of the Supplemental Plan shall not be construed as
conferring any legal rights upon any employee for a continuation  of employment,
nor shall it interfere with the rights of an employing  corporation to discharge
any employee and to treat him without  regard to the effect which such treatment
might have upon him as a Participant in the Supplemental Plan.

Section VIII - NON-ALIENATION OF BENEFITS

        To the  extent  permitted  by  applicable  law,  no  benefit  under  the
Supplemental  Plan shall be subject in any manner to  anticipation,  alienation,
sale, transfer,  assignment,  pledge, encumbrance, or charge, and any attempt so
to do shall be void, except as specifically  provided in the Supplemental  Plan,
nor shall any  benefit  be in any  manner  liable  for or  subject to the debts,
contracts,  liabilities,  engagements,  or torts of the person  entitled to such
benefits;  and in the  event  that the Plan  Administrator  shall  find that any
active  or  retired  Participant,   surviving  spouse  or  surviving  designated
beneficiary  under the Supplemental Plan has become bankrupt or that any attempt
has been made to anticipate, alienate, sell, transfer, assign, pledge, encumber,
or  charge  any  of  his  benefits  under  the  Supplemental   Plan,  expect  as
specifically  provided in the Supplemental Plan, then such benefits shall cease,
and in that event, the Plan Administrator shall hold or apply the same to or for
the benefit of such active or retired Participant, surviving spouse or surviving
designated  beneficiary,  in such  manner  as the  Plan  Administrator  may deem
proper.  Notwithstanding the preceding,  following a Change of Control, the Plan
Administrator  shall not  implement  such  action  without  the  consent  of the
Benefits Trust Committee.

Section IX - AMENDMENTS

        The Supplemental Plan represents a contractual  obligation  entered into
by a  participating  employer in  consideration  of services  rendered and to be
rendered by Participants covered under the Supplemental Plan, and

        1. Any Participant in this  Supplemental  Plan who remains in the active
service  of a  participating  employer  shall  not  be  deprived  of  his or her
participation or benefit which shall accrue under the  Supplemental  Plan except
as provided hereunder.

        2. No  modification  or  amendment  may be made which shall  deprive any
Participant,  the surviving spouse of a Participant or the surviving  designated
beneficiary of a Participant, without the consent of such Participant, surviving
spouse  of  a  Participant  or  the  surviving   designated   beneficiary  of  a
Participant, of any Supplemental Benefit under the Supplemental Plan to which he
or she  would  otherwise  be  entitled  by reason  of the  Supplemental  Benefit
standing to his or her credit to the date of such modification or amendment, and
in the event of any  modification  or  amendment  which  adversely  affects such
Supplemental  Benefit,  the amount of all reserves required to be accrued on the
books of a participating  employer shall thereupon be determined and accrued, if
the same has not already been done, and such  Supplemental  Benefit shall become
and remain a fixed liability of the  participating  employers for the payment of
such benefits accrued to the date of such modification or amendments.

        3. Subject to the foregoing,  prior to a Change of Control, the Board of
Directors of the Company on the  recommendation  of the Compensation  Committee,
reserves the right at any time and from time to time to modify or amend in whole
or in part any or all of the Supplemental  Plan.  Following a Change of Control,
all  amendments  to this  Supplemental  Plan are subject to the  approval of the
Benefits Trust Committee.

Section X - CHANGE OF CONTROL

        1.  If  a  Change  of  Control  has   occurred,   the  Company  and  its
participating affiliates shall contribute to the Benefits Assurance Trust within
7 days of such Change of Control,  a lump sum contribution equal to the greatest
of:

        (a)    the  aggregate  value of the  amount  each  Participant  would be
               eligible  to  receive,  under  Subsection (2), below;

        (b)    the  present  value  of  accumulated  Plan  benefits  based  on
               the  assumptions  the  Company's independent  actuary deems
               reasonable for this purpose,  as of the Valuation Date, as
               defined in  subsection (6), below,  coinciding with or next
               preceding the date of Change of Control,  to the  extent such
               amounts are not already in the Benefits  Assurance  Trust.  The
               aggregate value of  the amount of the lump sum to be  contributed
               to the Benefits  Assurance  Trust pursuant to this    Section  X
               shall  be  determined  by  the  Company's independent  actuaries.
               Thereafter, the Company's independent  actuaries  shall  annually
               determine  as of a  Valuation  Date for each   Participant not
               receiving a lump sum payment pursuant to subsection (2), below,
               the greater of:

               (i)    the amount  such  Participant  would have  received  under
                      subsection (2) had such  Participant not made the election
                      under subsection (3), below, if applicable; and

               (ii)   the  present  value  of  accumulated   benefits  based  on
                      assumptions the actuary deems reasonable for this purpose.
                      To the  extent  that the value of the  assets  held in the
                      Benefits  Assurance  Trust  relating to this  Supplemental
                      Plan does not equal the amount  described in the preceding
                      sentence,  (and the value of other liabilities held in the
                      applicable  segregated  account of the Benefits  Assurance
                      Trust),  at the time of the  valuation,  the Company shall
                      make a lump sum  contribution  to the  Benefits  Assurance
                      Trust equal to the difference.

        (c)    the  amount   determined  under  Section  1(h)  of  the  Benefits
               Assurance  Trust  attributable  to  liabilities  relating to this
               Supplemental Plan.

        2. In the event a Change of Control  has  occurred,  the  trustee of the
Benefits Assurance Trust shall, within 45 days of such Change of Control, pay to
each Participant not making an election under subsection (3), a lump sum payment
equal to the actuarial present value of the aggregate  supplemental benefit each
Participant  (or  any  beneficiary  of a  Participant)  has  accrued  as of  the
Valuation Date preceding the date of such Change of Control.  If a Participant's
benefit has not  commenced  as of such date,  such lump sum shall be  determined
assuming that:

        (a)    The Participant's  benefit would commence at the earliest date he
               would qualify for early or normal retirement under the Plan, were
               his  employment  with the  Company to  continue,  but in no event
               earlier  than the  later of age 55 or the date of such  Change of
               Control.

        (b)    The Participant would qualify for an early (or normal) retirement
               benefit as of the date determined in (a).

        (c)    If married,  the Participant  would receive his benefit under the
               50%  Joint  and  Survivor  form of  payment  with the  spouse  as
               beneficiary;  if not married, the benefit would be payable in the
               form of a single life annuity.

        The  actuarial  present value shall be determined on the basis of the UP
1984  Mortality  Table,  set back one year,  and a  discount  rate  equal to the
interest rate promulgated by the Pension Benefit Guaranty Corporation for use in
determining  the  sufficiency of single  employer  defined benefit pension plans
terminating on the date of such Change in Control.

        3. Each  Participant  may elect in a time and manner  determined  by the
Compensation  Committee  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 this  Supplemental Plan as if a Change
of Control had not occurred.  New  Participants  in the Plan may elect in a time
and manner  determined by the  Compensation  Committee,  (or,  after a Change of
Control,  the Benefits Trust Committee) but in no event later than 90 days after
becoming a  Participant,  to have  amounts and benefits  determined  and payable
under the terms of this  Supplemental  Plan as if a Change  of  Control  had not
occurred.  A  Participant  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.

        4.  Notwithstanding  anything in this Supplemental Plan to the contrary,
each Participant who has made an election under subsection (3), 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 subsection  (2),  above,  determined as of the Valuation Date next
preceding such payment,  except that such amount shall be reduced by 5% and such
reduction  shall be  irrevocably  forfeited  to the  Company  or the  applicable
participating  employer  by the  Participant.  Furthermore,  as a result of such
election,  the  Participant  shall no  longer  be  eligible  to  participate  or
otherwise  benefit under the Supplemental  Plan.  Payments under this subsection
(4) shall be made not later than 7 days following  receipt by the Benefits Trust
Committee of the Participant's  election. The Benefits Trust Committee shall, no
later  than 7 days  after a  Change  of  Control  has  occurred,  cause  written
notification to be given to each Participant  eligible to make an election under
this  subsection  (4), that a Change of Control has occurred and informing  such
Participant of the availability of the election.

        5.     As used in this Section X, a "Change of Control" shall mean:

        (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 Company (the "Outstanding  Company Common Stock"),  or (ii)
               the combined voting power of the  then outstanding  voting
               securities of the Company entitled to vote generally in the
               election of directors (the "Outstanding Company 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 Company;  (ii) any acquisition by the Company;  (iii) any
               acquisition  by any employee  benefit plan (or related  trust)
               sponsored or  maintained  by the   Company  or  any  corporation
               controlled  by  the  Company;  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
               X(5); 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 Company'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 individuals 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 Company
               of a reorganization,  merger or  consolidation,  or sale or other
               disposition  of all or  substantially  all of the  assets  of the
               Company 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  Company Common Stock and Outstanding
                      Company     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  Company  or its  principal   subsidiary  or all or
                      substantially  all of the assets of the  Company 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  Company Common
                      Stock and Outstanding  Company 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  Company  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  Company  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 X(5); or

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

        6. For purposes of this Section X, the term  "Valuation  Date" means the
last day of each  calendar  year and such other dates as the Plan  Administrator
deems  necessary or appropriate to value the  Participants'  benefits under this
Supplemental Plan.  Following a Change of Control, the selection of a date other
than  the  last day of the  calendar  year is  subject  to the  approval  of the
Benefits Trust Committee.


Section XI - CONSTRUCTION

        The  Supplemental  Plan and the rights and  obligations  of the  parties
hereunder shall be construed in accordance with the laws of the  Commonwealth of
Virginia.

Section XII - EFFECTIVE DATE

        The Effective Date of this Supplemental Benefit Plan shall be January 1,
1989.