<PAGE>


             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 February 14, 2001)
                       (As Amended effective May 1, 2002)

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<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
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
</TABLE>

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<TABLE>
<S>                                                                              <C>
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
</TABLE>

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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

                                      -1-

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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:

                                      -2-

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               (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 shareholders of the
     Corporation of a 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.

                                      -3-

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     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 Event means any of the events listed in Section 1.8,
"Change of Control," with the following modification: the words, "Approval by
the shareholders of the Corporation of," in the first line of Sections 1.8(c)
and 1.8(d) are replaced for purposes of this Section 1.14 with the words,
"Consummation of, i.e., actual change in ownership of Outstanding Corporation
Common Stock, Outstanding Corporation Voting Stock, and/or assets of the
Corporation or its principal subsidiary by reason of,".

     1.15 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.

     1.16 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.

     1.17 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.

     1.18 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

                                      -4-

<PAGE>

                     ($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

               (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

                                      -5-

<PAGE>

               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.

     1.19 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.

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

     1.21 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.

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

     1.23 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).

     1.24 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.

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

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

     1.27 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.

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

                                      -6-

<PAGE>

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

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

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

     1.32 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.

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<PAGE>

               (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

                                      -8-

<PAGE>

     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.

                                      -9-

<PAGE>

          (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:

                                      -10-

<PAGE>


          (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:

                                      -11-

<PAGE>

          (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.

                                      -12-

<PAGE>

     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 effectiveas 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

                                      -13-

<PAGE>


                     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)  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. Subsequent to the
     crediting of the Matching Credits, a Member and, if applicable, former
     Member, may reallocate the current balance of his Matching Credits under
     Section 5.3 (b), below.

          (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.

                                      -14-

<PAGE>

     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 Sub-accounts, Education Sub-accounts, or
     Matching Credits, 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.

                                      -15-

<PAGE>

     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

                                      -16-

<PAGE>

                     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

                                      -17-

<PAGE>

     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

                                      -18-

<PAGE>

                     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.

                                      -19-

<PAGE>

     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.

                                      -20-

<PAGE>

     6.7  Special Distribution Rules: Notwithstanding anything to the contrary
in the 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; (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; or (d) is required to divest his or her interest under
the Plan under applicable law, regulation or rules, 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. In such event, the single sum payment shall
be made as soon as practicable following the date the Member or former Member or
is affected by one of the circumstances described in this Section 6.7 and such
payment 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

                                      -21-

<PAGE>

     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 Distribution Event has occurred, the trustee of
     the Trust shall, within 45 days of such Distribution Event, 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 Distribution Event. 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 Distribution Event, if earlier, to have
     amounts and benefits determined and payable under the terms of the Plan as
     if a Distribution Event 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 daysafter becoming a Member, to have amounts and benefits
     determined and payable under the terms of the Plan as if a Distribution
     Event 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 Distribution Event 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 Distribution Event, 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 Distribution Event has occurred, give written notification
     to each Member or former Member eligible to make an election under this
     subsection (d), that a Distribution Event has occurred and informing such
     Member or former Member of the availability of the election.

                                      -22-

<PAGE>

                       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.

                                      -23-

<PAGE>

                          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

                                      -24-

<PAGE>

     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:

                                      -25-

<PAGE>

          (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

                                      -26-

<PAGE>

     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.

                                      -27-