Exhibit 10.87

                       The CORPORATEplan for RetirementSM
                                 EXECUTIVE PLAN

                               BASIC PLAN DOCUMENT

                                 IMPORTANT NOTE

  This document has not been approved by the Department of Labor, the Internal
Revenue Service or any other governmental entity. An Adopting Employer must
determine whether the plan is subject to the Federal securities laws and the
securities laws of the various states. An Adopting Employer may not rely on this
document to ensure any particular tax consequences or to ensure that the Plan is
"unfunded and maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees"
under the Employee Retirement Income Security Act with respect to the Employer's
particular situation. Fidelity Management Trust Company, its affiliates and
employees cannot provide you with legal advice in connection with the execution
of this document. This document should be reviewed by the Employer's attorney
prior to execution.

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                           CORPORATEplan for EXECUTIVE
                                 EXECUTIVE PLAN

                               BASIC PLAN DOCUMENT

ARTICLE I
      ADOPTION AGREEMENT

ARTICLE 2
      DEFINITIONS

      2.01 - Definitions

ARTICLE 3
      PARTICIPATION

      3.01 - Date of Participation
      3.02 - Resumption of Participation Following Reemployment
      3.03 - Cessation or Resumption of Participation Following a Change in
             Status

ARTICLE 4
      CONTRIBUTIONS

      4.01 - Deferral Contributions
      4.02 - Matching Contributions
      4.03 - Employer Contributions
      4.04 - Time of Making Contributions

ARTICLE 5
      PARTICIPANTS' ACCOUNTS

      5.01 - Individual Accounts

ARTICLE 6
      INVESTMENT OF CONTRIBUTIONS

      6.01 - Manner of Investment
      6.02 - Investment Decisions

ARTICLE 7

      7.01 - Normal or Early Retirement
      7.02 - Death
      7.03 - Other Termination of Employment
      7.04 - Separate Account
      7.05 - Forfeitures
      7.06 - Adjustment for Investment Experience
      7.07 - Unforeseeable Emergency Withdrawals
      7.08 - Change in Control

ARTICLE 8
      DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES

      8.01 - Distribution of Benefits to Participants and Beneficiaries


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      8.02 - Determination of Method of Distribution
      8.03 - Notice to Trustee
      8.04 - Time of Distribution

ARTICLE 9
      AMENDMENT AND TERMINATION

      9.01 - Amendment by Employer
      9.02 - Retroactive Amendments
      9.03 - Termination
      9.04 - Distribution Upon Termination of the Plan

ARTICLE 10
      MISCELLANEOUS

      10.01 - Communication to Participants
      10.02 - Limitation of Rights
      10.03 - Nonalienability of Benefits
      10.04 - Facility of Payment
      10.05 - Information between Employer and Trustee
      10.06 - Notices
      10.07 - Governing Law

ARTICLE 11
      PLAN ADMINISTRATION

      11.01 - Powers and responsibilities of the Administrator
      11.02 - Nondiscriminatory Exercise of Authority
      11.03 - Claims and Review Procedures
      11.04 - Cost of Administration


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                                    PREAMBLE

It is the intention of the Employer to establish herein an unfunded plan
maintained solely for the purpose of providing deferred compensation for a
select group of management or highly compensated employees as provided in ERISA.

Article 1. Adoption Agreement.

Article 2. Definitions.

2.01. Definitions.

      (a) Wherever used herein, the following terms have the meanings set forth
      below, unless a different meaning is clearly required by the context:

            (1) "Account" means an account established on the books of the
            Employer for the purpose of recording amounts credited on behalf of
            a Participant and any income, expenses, gains or losses included
            thereon.

            (2) "Administrator" means the Employer adopting this Plan, or other
            person designated by the Employer in Section 1.01(b).

            (3) "Adoption Agreement" means Article 1, under which the Employer
            establishes and adopts or amends the Plan and designates the
            optional provisions selected by the Employer. The provisions of the
            Adoption Agreement shall be an integral part of the Plan.

            (4) "Beneficiary" means the person or persons entitled under Section
            7.02 to receive benefits under the Plan upon the death of a
            Participant.

            (5) "Code" means the Internal Revenue Code of 1986, as amended from
            time to time.

            (6) "Compensation" means for purposes of Article 4 (Contributions)
            wages as defined in Section 3401(a) of the Code and all other
            payments of compensation to an employee by the Employer (in the
            course of the Employer's trade or business) for which the Employer
            is required to furnish the employee a written statement under
            Section 6041(d) and 6051 (a)(3) of the Code, excluding any items
            elected by the Employer in Section 1.04, reimbursements or other
            expense allowances, fringe benefits (cash and non-cash), moving
            expenses, deferred compensation and welfare benefits, but including
            amounts that are not includable in the gross income of the
            Participant under a salary reduction agreement by reason of the
            application of Sections 125, 402(a)(8), or 403(b) of the Code.
            Compensation shall be determined without regard to any rules under
            Section 3401(a) of the Code that limit the remuneration included in
            wages based on the nature or location of the employment or the
            services performed (such as the exception for agricultural labor in
            Section 340 l(a)(2) of the Code).

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                  Compensation shall also include amounts deferred pursuant to
an election under Section 4.01.

                  In the case of any Self-Employed Individual or an
Owner-Employee, Compensation means the Self-Employed Individual's
Earned Income.

            (7) "Earned Income" means the net earnings of a Self-Employed
            Individual derived from the trade or business with respect to which
            the Plan is established and for which the personal services of such
            individual are a material income-providing factor, excluding any
            items not included in gross income and the deductions allocated to
            such items, except that for taxable years beginning after December
            31, 1989 net earnings shall be determined with regard to the
            deduction allowed under Section 164(f) of the Code, to the extent
            applicable to the Employer. Net earnings shall be reduced by
            contributions of the Employer to any qualified plan, to the extent a
            deduction is allowed to the Employer for such contributions under
            Section 404 of the Code.

            (8) "Employee" means any employee of the Employer, Self-Employed
            Individual or Owner-Employee.

            (9) "Employer" means the employer named in Section 1.02(a) and any
            Related Employers designated in Section 1.02(b).

            (10) "Employment Commencement Date" means the date on which the
            Employee first performs an Hour of Service.

            (11) "Entry Date" means the date(s) designated in Section 1.03(b).

            (12) "ERISA" means the Employee Retirement Income Security Act of
            1974, as from time to time amended.

            (13) "Fund Share" means the share, unit, or other evidence of
            ownership in a Permissible Investment.

            (14) "Hour of Service" means, with respect to any Employee,

                  (A) Each hour for which the Employee is directly or indirectly
                  paid, or entitled to payment, for the performance of duties
                  for the Employer or a Related Employer, each such hour to be
                  credited to the Employee for the computation period in which
                  the duties were performed;

                  (B) Each hour for which the Employee is directly or indirectly
                  paid, or entitled to payment, by the Employer or Related
                  Employer (including payments made or due from a trust fund or
                  insurer to which the Employer contributes or pays premiums) on
                  account of a period of time during which no duties are
                  performed (irrespective of whether the employment relationship
                  has terminated) due to vacation, holiday, illness, incapacity,
                  disability, layoff, jury duty, military duty, or leave of
                  absence, each such


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                  hour to be credited to the Employee for the Eligibility
                  Computation Period in which such period of time occurs,
                  subject to the following rules:

                        (i) No more than 501 Hours of Service shall be credited
                        under this paragraph (B) on account of any single
                        continuous period during which the Employee performs no
                        duties;

                        (ii) Hours of Service shall not be credited under this
                        paragraph (B) for a payment which solely reimburses the
                        Employee for medically-related expenses, or which is
                        made or due under a plan maintained solely for the
                        purpose of complying with applicable workmen's
                        compensation, unemployment compensation or disability
                        insurance laws; and

                        (iii) If the period during which the Employee performs
                        no duties falls within two or more computation periods
                        and if the payment made on account of such period is not
                        calculated on the basis of units of time, the Hours of
                        Service credited with respect to such period shall be
                        allocated between not more than the first two such
                        computation periods on any reasonable basis consistently
                        applied with respect to similarly situated Employees;
                        and

                  (C) Each hour not counted under paragraph (A) or (B) for which
                  back pay, irrespective of mitigation of damages, has been
                  either awarded or agreed to be paid by the Employer or a
                  Related Employer, each such hour to be credited to the
                  Employee for the computation period to which the award or
                  agreement pertains rather than the computation period in which
                  the award agreement or payment is made.

                        For purposes of determining Hours of Service, Employees
                  of the Employer and of all Related Employers will be treated
                  as employed by a single employer. For purposes of paragraphs
                  (B) and (C) above, Hours of Service will be calculated in
                  accordance with the provisions of Section 2530.200b-2(b) of
                  the Department of Labor regulations, which are incorporated
                  herein by reference.

                        Solely for purposes of determining whether a break in
                  service for participation purposes has occurred in a
                  computation period, an individual who is absent from work for
                  maternity or paternity reasons shall receive credit for the
                  hours of service which would otherwise been credited to such
                  individual but for such absence, or in any case in which such
                  hours cannot be determined, 8 hours of service per day of such
                  absence. For purposes of this paragraph, an absence from work
                  for maternity reasons means an absence (1) by reason of the
                  pregnancy of the individual, (2) by reason of a birth of a
                  child of the individual, (3) by reason of the placement of a
                  child with the individual in connection with the adoption of
                  such child by such individual, or (4) for purposes of caring
                  for such child


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                  for a period beginning immediately following such birth or
                  placement. The hours of service credited under this paragraph
                  shall be credited (1) in the computation period in which the
                  absence begins if the crediting is necessary to prevent a
                  break in service in that period, or (2) in all other cases, in
                  the following computation period.

            (15) "Normal Retirement Age" means the normal retirement age
            specified in Section 1.07(f) of the Adoption Agreement.

            (16) "Owner-Employee" means, if the Employer is a sole
            proprietorship, the individual who is the sole proprietor, or, if
            the Employer is a partnership, a partner who owns more than 10
            percent of either the capital interest or the profits interest of
            the partnership.

            (17) "Participant" means any Employee who participates in the Plan
            in accordance with Article 3 hereof.

            (18) "Permissible Investment" means the investments specified by the
            Employer as available for investment of assets of the Trust and
            agreed to by the Trustee. The Permissible Investments under the Plan
            shall be listed in the Service Agreement.

            (19) "Plan" means the plan established by the Employer as set forth
            herein as a new plan or as an amendment to an existing plan, by
            executing the Adoption Agreement, together with any and all
            amendments hereto.

            (20) "Plan Year" means the 12-consecutive-month period designated by
            the Employer in Section 1.01(d).

            (21) "Related Employer" means any employer other than the Employer
            named in Section 1.02(a), if the Employer and such other employer
            are members of a controlled group of corporations (as defined in
            Section 414(b) of the Code) or an affiliated service group (as
            defined in Section 414(m)), or are trades or businesses (whether or
            not incorporated) which are under common control (as defined in
            Section 414(c)), or such other employer is required to be aggregated
            with the Employer pursuant to regulations issued under Section
            414(o).

            (22) "Self-Employed Individual" means an individual who has Earned
            Income for the taxable year from the Employer or who would have had
            Earned Income but for the fact that the trade or business had no net
            profits for the taxable year.

            (23) "Service Agreement" means the agreement between the Employer
            and Trustee regarding the arrangement between the parties for
            recordkeeping services with respect to the Plan.

            (24) "Trust" means the trust created by the Employer.


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            (25) "Trust Agreement" means the agreement between the Employer and
            the Trustee, as set forth in a separate agreement, under which
            assets are held, administered, and managed subject to the claims of
            the Employer's creditors in the event of the Employer's insolvency,
            until paid to Plan Participants and their Beneficiaries as specified
            in the Plan.

            (26) "Trust Fund" means the property held in the Trust by the
            Trustee.

            (27) "Trustee" means the corporation or individual(s) appointed by
            the Employer to administer the Trust in accordance with the Trust
            Agreement.

            (28) "Years of Service for Vesting" means, with respect to any
            Employee, the number of whole years of his periods of service with
            the Employer or a Related Employer (the elapsed time method to
            compute vesting service), subject to any exclusions elected by the
            Employer in Section 1.07(c). An Employee will receive credit for the
            aggregate of all time period(s) commencing with the Employee's
            Employment Commencement Date and ending on the date a break in
            service begins, unless any such years are excluded by Section
            1.07(c). An Employee will also receive credit for any period of
            severance of less than 12 consecutive months. Fractional periods of
            a year will be expressed in terms of days.

                  In the case of a Participant who has 5 consecutive 1-year
            breaks in service, all years of service after such breaks in service
            will be disregarded for the purpose of vesting the Employer-derived
            account balance that accrued before such breaks, but both pre-break
            and post-break service will count for the purposes of vesting the
            Employer-derived account balance that accrues after such breaks.
            Both accounts will share in the earnings and losses of the fund.

                  In the case of a Participant who does not have 5 consecutive
            1-year breaks in service, both the pre-break and post-break service
            will count in vesting both the pre-break and post-break
            employer-derived account balance.

                  A break in service is a period of severance of at least 12
            consecutive months. Period of severance is a continuous period of
            time during which the Employee is not employed by the Employer. Such
            period begins on the date the Employee retires, quits or is
            discharged, or if earlier, the 12-month anniversary of the date on
            which the Employee was otherwise first absent from service.

                  In the case of an individual who is absent from work for
            maternity or paternity reasons, the 12-consecutive month period
            beginning on the first anniversary of the first date of such absence
            shall not constitute a break in service. For purposes of this
            paragraph, an absence from work for maternity or paternity reasons
            means an absence (1) by reason of the pregnancy of the individual,
            (2) by reason of the birth of a child of the individual, (3) by
            reason of the placement of a child with the individual in connection
            with the adoption of such child by such individual, or (4) for
            purposes of caring for such child for a period beginning immediately
            following such birth or placement.


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                  If the Plan maintained by the Employer is the plan of a
            predecessor employer, an Employee's Years of Service for Vesting
            shall include years of service with such predecessor employer. In
            any case in which the Plan maintained by the Employer is not the
            plan maintained by a predecessor employer, service for such
            predecessor shall be treated as service for the Employer to the
            extent provided in Section 1.08.

      (b) Pronouns used in the Plan are in the masculine gender but include the
      feminine gender unless the context clearly indicates otherwise.

Article 3. Participation.

3.01. Date of Participation. An eligible Employee (as set forth in Section
1.03(a)) who has filed an election pursuant to Section 4.01 will become a
Participant in the Plan on the first Entry Date coincident with or following the
date on which such election would otherwise become effective, as determined
under Section 4.01.

3.02. Resumption of Participation Following Reemployment. If a Participant
ceases to be an Employee and thereafter returns to the employ of the Employer he
will again become a Participant as of an Entry Date following the date on which
he completes an Hour of Service for the Employer following his re employment, if
he is an eligible Employee as defined in Section 1.03(a), and has filed an
election pursuant to Section 4.01.

3.03. Cessation or Resumption of Participation Following a Change in Status. If
any Participant continues in the employ of the Employer or Related Employer but
ceases to be an eligible Employee as defined in Section 1.03(a), the individual
shall, continue to be a Participant until the entire amount of his benefit is
distributed; however, the individual shall not be entitled to make Deferral
Contributions or receive an allocation of Matching contributions during the
period that he is not an eligible Employee. Such Participant shall continue to
receive credit for service completed during the period for purposes of
determining his vested interest in his Accounts. In the event that the
individual subsequently again becomes an eligible Employee, the individual shall
resume full participation in accordance with Section 3.01.

Article 4. Contributions.

4.01. Deferral Contributions. Each Participant may elect to execute a salary
reduction agreement with the Employer to reduce his Compensation by a specified
percentage, not exceeding the percentage set forth in Section 1.05(a) and equal
to a whole number multiple of one (1) percent, per payroll period, subject to
any election regarding bonuses, as set out in Subsection 1.05(a)(2). Such
agreement shall become effective on the first day of the period as set forth in
the Participant's election. The election will be effective to defer Compensation
relating to all services performed in a calendar year subsequent to the filing
of such an election, subject to any election regarding bonuses, as set out in
Subsection 1.05(a)(2). An election once made will remain in effect until a new
election is made, provided, however that such an election choosing a
distribution date pursuant to 1.06(b)(I)(B) will become ineffective the first
day of the calendar year preceding the calendar year in which the election
requires the distribution to be made. A new election will be effective as of the
first day of the following calendar year and will apply


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only to Compensation payable with respect to services rendered after such date.
Amounts credited to a Participant's account prior to the effective date of any
new election will not be affected and will be paid in accordance with that prior
election. The Employer shall credit an amount to the account maintained on
behalf of the Participant corresponding to the amount of said reduction. Under
no circumstances may a salary reduction agreement be adopted retroactively. A
Participant may revoke a salary reduction agreement for a calendar year during
that year, provided, however, that such revocation shall apply only to
Compensation not yet earned. In that event, the Participant shall be precluded
from electing to defer future Compensation hereunder during the calendar year to
which the revocation applies. Notwithstanding the above,

      (a) in the calendar year in which the Plan first becomes effective or in
      the year in which the Participant first becomes eligible to participate,
      an election to defer compensation may be made within 30 days after the
      Participant is first eligible or the Plan is first effective, which
      election shall be effective with respect to Compensation payable with
      respect to services rendered after the date of the election; and

      (b) in the event the Employer has elected to permit the deferral of bonus
      payments hereunder, a salary reduction agreement applicable to such bonus
      deferral must be made in the calendar year immediately preceding the
      calendar year to which the bonus relates.

4.02. Matching Contributions. If so provided by the Employer in Section 1.05(b),
the Employer shall make a "Matching Contribution" to be credited to the account
maintained on behalf of each Participant who had "Deferral Contributions"
pursuant to Section 4.01 made on his behalf during the year and who meets the
requirement, if any, of Section 1.05(b)(3). The amount of the "Matching
Contribution" shall be determined in accordance with Section 1.05(b).

4.03. Employer Contributions. If so provided by the Employer in Section
1.05(c)(1), the Employer shall make an "Employer Contribution" to be credited to
the account maintained on behalf of each Participant who meets the requirement,
if any, of Section 1.05(c)(3) in the amount required by Section 1.05(c)(1). If
so provided by the Employer in Section 1.05(c)(2), the Employer may make an
"Employer Contribution" to be credited to the account maintained on behalf of
any Participant in such an amount as the Employer, in its sole discretion, shall
determine. In making "Employer Contributions" pursuant to Section 1.05(c)(2),
the Employer shall not be required to treat all Participants in the same manner
in determining such contributions and may determine the "Employer Contribution"
of any Participant to be zero.

4.04. Time of Making Contributions. The Employer shall remit contributions
deemed made hereunder to the Trust as soon as practicable after such
contributions are deemed made under the terms of the Plan.

Article 5. Participants' Accounts.

5.01. Individual Accounts. The Administrator will establish and maintain an
Account for each Participant, which will reflect Matching and Deferral
Contributions credited to the Account on behalf of the Participant and earnings,
expenses, gains and losses credited thereto, and deemed investments made with
amounts in the Participant's Account. The Administrator will establish


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and maintain such other accounts and records as it decides in its discretion to
be reasonably required or appropriate in order to discharge its duties under the
Plan. Participants will be furnished statements of their Account values at least
once each Plan Year. The Administrator shall provide the Trustee with
information on the amount credited to the separate account of each Participant
maintained by the Administrator in its records.

Article 6. Investment of Contributions.

6.01. Manner of Investment. All amounts credited to the Accounts of Participants
shall be treated as though invested and reinvested only in eligible investments
selected by the Employer in the Service Agreement.

6.02. Investment Decisions. Investments in which the Accounts of Participants
shall be treated as invested and reinvested shall be directed by the Employer or
by each Participant, or both, in accordance with the Employer's election in
Section 1.11(a).

      (a) All dividends, interest, gains and distributions of any nature that
      would be earned in respect of Fund Shares in which the Account is treated
      as investing shall be credited to the Account as though reinvested in
      additional shares of that Permissible Investment.

      (b) Expenses that would be attributable to the acquisition of investments
      shall be charged to the Account of the Participant for which such
      investment is treated as having been made.

Article 7. Right to Benefits.

7.01. Normal or Early Retirement. If provided by the Employer in Section
1.07(e), each Participant who attains his Normal Retirement Age or Early
Retirement Age will have a nonforfeitable interest in his Account in accordance
with the vesting schedule(s) elected in Section 1.07. If a Participant retires
on or after attainment of Normal or Early Retirement Age, such retirement is
referred to as a normal retirement. On or after his normal retirement, the
balance of the Participant's Account, plus any amounts thereafter credited to
his Account, subject to the provisions of Section 7.06, will be distributed to
him in accordance with Article 8.

      If provided by the Employer in Section 1.07, a Participant who separates
from service before satisfying the age requirements for early retirement, but
has satisfied the service requirement will be entitled to the distribution of
his Account, subject to the provisions of Section 7.06, in accordance with
Article 8, upon satisfaction of such age requirement.

7.02. Death. If a Participant dies before the distribution of his Account has
commenced, or before such distribution has been completed, his Account shall
become vested in accordance with the vesting schedule(s) elected in Section 1.07
and his designated Beneficiary or Beneficiaries will be entitled to receive the
balance or remaining balance of his Account, plus any amounts thereafter
credited to his Account, subject to the provisions of Section 7.06. Distribution
to the Beneficiary or Beneficiaries will be made in accordance with Article 8.

      A Participant may designate a Beneficiary or Beneficiaries, or change any
prior designation of Beneficiary or Beneficiaries, by giving notice to the
Administrator on a form


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designated by the Administrator. If more than one person is designated as the
Beneficiary, their respective interests shall be as indicated on the designation
form.

      A copy of the death certificate or other sufficient documentation must be
filed with and approved by the Administrator. If upon the death of the
Participant there is, in the opinion of the Administrator, no designated
Beneficiary for part or all of the Participant's Account, such amount will be
paid to his surviving spouse or, if none, to his estate (such spouse or estate
shall be deemed to be the Beneficiary for purposes of the Plan). If a
Beneficiary dies after benefits to such Beneficiary have commenced, but before
they have been completed, and, in the opinion of the Administrator, no person
has been designated to receive such remaining benefits, then such benefits shall
be paid to the deceased Beneficiary's estate.

7.03. Other Termination of Employment. If provided by the Employer in Section
1.07, if a Participant terminates his employment for any reason other than death
or normal retirement, he will be entitled to a termination benefit equal to (i)
the vested percentage(s) of the value of the Matching Contributions to his
Account, as adjusted for income, expense, gain, or loss, such percentage(s)
determined in accordance with the vesting schedule(s) selected by the Employer
in Section 1.07, and (ii) the value of the Deferral Contributions to his Account
as adjusted for income, expense, gain or loss. The amount payable under this
Section 7.03 will be subject to the provisions of Section 7.06 and will be
distributed in accordance with Article 8.

7.04. Separate Account. If a distribution from a Participant's Account has been
made to him at a time when he has a nonforfeitable right to less than 100
percent of his Account, the vesting schedule in Section 1.07 will thereafter
apply only to amounts in his Account attributable to Matching Contributions
allocated after such distribution. The balance of his Account immediately after
such distribution will be transferred to a separate account that will be
maintained for the purpose of determining his interest therein according to the
following provisions.

      At any relevant time prior to a forfeiture of any portion thereof under
Section 7.05, a Participant's nonforfeitable interest in his Account held in a
separate account described in the preceding paragraph will be equal to P(AB +
(RxD))-(RxD), where P is the nonforfeitable percentage at the relevant time
determined under Section 7.05; AB is the account balance of the separate account
at the relevant time; D is the amount of the distribution; and R is the ratio of
the account balance at the relevant time to the account balance after
distribution. Following a forfeiture of any portion of such separate account
under Section 7.05 below, any balance in the Participant's separate account will
remain fully vested and nonforfeitable.

7.05. Forfeitures. If a Participant terminates his employment, any portion of
his Account (including any amounts credited after his termination of employment)
not payable to him under Section 7.03 will be forfeited by him.

7.06. Adjustment for Investment Experience. If any distribution under this
Article 7 is not made in a single payment, the amount remaining in the Account
after the distribution will be subject to adjustment until distributed to
reflect the income and gain or loss on the investments in which such amount is
treated as invested and any expenses properly charged under the Plan to such
amounts.


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7.07. Unforeseeable Emergency Withdrawals. Subject to the provisions of Article
8, a Participant shall not be permitted to withdraw his Account (and earnings
thereon) prior to retirement or termination of employment, except that, to the
extent permitted under Section 1.09, a Participant may apply to the
Administrator to withdraw some or all of his Account if such withdrawal is made
on account of a unforeseeable emergency as determined by the Administrator.

7.08. Change in Control. If the Employer has elected to apply Section 1.06(c),
then, upon a Change in Control, as defined in Section 1.12, notwithstanding any
other provision of the Plan to the contrary, all Participants shall have a
nonforfeitable right to receive the entire amount of their account balances
under the Plan and all such amounts shall be paid out to Participants as soon as
administratively practicable.

Article 8. Distribution of Benefits.

8.01. Form of Distribution of Benefits to Participants and Beneficiaries. The
Plan provides for distribution as a lump sum to be paid in cash on the date
specified by the Employer in Section 1.06 pursuant to the method provided in
Section 8.02. If elected by the Employer in Section 1.10 and specified in the
Participant's deferral election, the distribution will be paid through a
systematic withdrawal plan (installments) for a time period not exceeding 10
years beginning on the date specified by the Employer in Section 1.06.

8.02. Events Requiring Distribution of Benefits to Participants and
Beneficiaries.

      (a) If elected by the Employer in Section 1.06(a), the Participant will
      receive a distribution upon the earliest of the events specified by the
      Employer in Section 1.06(a), subject to the provisions of Section 7.08,
      and at the time indicated in Section l.06(a)(2). If the Participant dies
      before any event in Section 1.06(a) occurs, the Participant shall be
      considered to have terminated employment and the Participant's benefit
      will be paid to the Participant's Beneficiary in the same form and at the
      same time as it would have been paid to the Participant pursuant to this
      Article 8.

      (b) If elected by the Employer in Section 1.06(b), the Participant will
      receive a distribution of all amounts not deferred pursuant to Section
      1.06(b)(1)(B) (and earnings attributable to those amounts) upon
      termination of employment. If elected by the Employer in Section
      1.06(b)(l)(B), the Participant shall have the election to receive
      distributions of amounts deferred pursuant to Section 4.01 (and earnings
      attributable to those amounts) after a date specified by the Participant
      in his deferral election which is at least 12 months after the first day
      of the calendar year in which such amounts would be earned. Amounts
      distributed to the Participant pursuant to Section 1.06(b) shall be
      distributed at the time indicated in Section 1.06(b)(2). Subject to the
      provisions of Section 7.08, the Participant shall receive a distribution
      in the form provided in Section 8.01. If the Participant dies before any
      event in Section 1.06(a) occurs, the Participant shall be considered to
      have terminated employment and the Participant's benefit will be paid to
      the Participant's Beneficiary in the same form and at the same time as it
      would have been paid to the Participant pursuant to this Article 8.
      However, if the Participant dies before the date specified by the
      Participant in an election pursuant to Section


                                       10
<PAGE>

      1.06(b)(1)(B), then the Participant's benefit shall be paid to the
      Participant's Beneficiary in the form provided in Section 8.01 as if the
      Participant had elected to be paid at termination of employment.

8.03. Determination of Method of Distribution. The Participant will determine
the method of distribution of benefits to himself and his Beneficiary, subject
to the provisions of Section 8.02. Such determination will be made at the time
the Participant makes a deferral election. Unless the Employer has elected
Section 1.06(b) to control distributions, the period certain specified in a
Participant's first deferral election specifying distribution under a systematic
withdrawal plan shall apply to all subsequent elections of distributions under a
systematic withdrawal plan made by the Participant. Once a Participant has made
an election for the method of distribution, that election shall be effective for
all contributions made on behalf of the Participant attributable to any Plan
Year after that election was made and before the Plan Year in which that
election was altered in the manner prescribed by the Administrator. If the
Participant does not designate in the manner prescribed by the Administrator the
method of distribution to him and his Beneficiary, the method of distribution
shall be a lump sum at termination of employment.

8.04. Notice to Trustee. The Administrator will notify the Trustee, pursuant to
the method stated in the Trust Agreement for providing direction, whenever any
Participant or Beneficiary is entitled to receive benefits under the Plan. The
Administrator's notice shall indicate the form, amount and frequency of benefits
that such Participant or Beneficiary shall receive.

8.05. Time of Distribution. In no event will distribution to a Participant be
made later than the date specified by the Participant in his salary reduction
agreement. All distributions will be made as soon as administratively feasible
following the distribution date specified in Section 1.06 or Section 7.08, if
applicable.

Article 9. Amendment and Termination.

9.01. Amendment by Employer. The Employer reserves the authority to amend the
Plan by filing with the Trustee an amended Adoption Agreement, executed by the
Employer only, on which said Employer has indicated a change or changes in
provisions previously elected by it. Such changes are to be effective on the
effective date of such amended Adoption Agreement. Any such change
notwithstanding, no Participant's Account shall be reduced by such change below
the amount to which the Participant would have been entitled if he had
voluntarily left the employ of the Employer immediately prior to the date of the
change. The Employer may from time to time make any amendment to the Plan that
may be necessary to satisfy the Code or ERISA. The Employer's board of directors
or other individual specified in the resolution adopting this Plan shall act on
behalf of the Employer for purposes of this Section 9.01.

9.02. Retroactive Amendments. An amendment made by the Employer in accordance
with Section 9.01 may be made effective on a date prior to the first day of the
Plan Year in which it is adopted if such amendment is necessary or appropriate
to enable the Plan and Trust to satisfy the applicable requirements of the Code
or ERISA or to conform the Plan to any change in federal law or to any
regulations or ruling thereunder. Any retroactive amendment by the Employer
shall be subject to the provisions of Section 9.01.


                                       11
<PAGE>

9.03. Termination. The Employer has adopted the Plan with the intention and
expectation that contributions will be continued indefinitely. However, said
Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may discontinue contributions under the Plan or terminate the
Plan at any time by written notice delivered to the Trustee without any
liability hereunder for any such discontinuance or termination.

9.04. Distribution upon Termination of the Plan. Upon termination of the Plan,
no further Deferral Contributions or Matching Contributions shall be made under
the Plan, but Accounts of Participants maintained under the Plan at the time of
termination shall continue to be governed by the terms of the Plan until paid
out in accordance with the terms of the Plan.

Article 10. Miscellaneous.

10.01. Communication to Participants. The Plan will be communicated to all
Participants by the Employer promptly after the Plan is adopted.

10.02. Limitation of Rights. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, will be construed as giving to any Participant or
other person any legal or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event will the terms of employment
or service of any Participant be modified or in any way affected hereby.

10.03. Nonalienability of Benefits. The benefits provided hereunder will not be
subject to alienation, assignment, garnishment, attachment, execution or levy of
any kind, either voluntarily or involuntarily, and any attempt to cause such
benefits to be so subjected will not be recognized, except to such extent as may
be required by law.

10.04. Facility of Payment. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may disburse such payments, or direct the Trustee
to disburse such payments, as applicable, to a person or institution designated
by a court which has jurisdiction over such recipient or a person or institution
otherwise having the legal authority under State law for the care and control of
such recipient. The receipt by such person or institution of any such payments
shall be complete acquittance therefore, and any such payment to the extent
thereof, shall discharge the liability of the Trust for the payment of benefits
hereunder to such recipient.

10.05. Information between Employer and Trustee. The Employer agrees to furnish
the Trustee, and the Trustee agrees to furnish the Employer with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder, including without
limitation information required under the Code or ERISA and any regulations
issued or forms adopted thereunder.

10.06. Notices. Any notice or other communication in connection with this Plan
shall be deemed delivered in writing if addressed as provided below and if
either actually delivered at said address or, in the case of a letter, three
business days shall have elapsed after the same shall have been deposited in the
United States mails, first-class postage prepaid and registered or certified:


                                       12
<PAGE>

      (a) If to the Employer or Administrator, to it at the address set forth in
      the Adoption Agreement, to the attention of the person specified to
      receive notice in the Adoption Agreement;

      (b) If to the Trustee, to it at the address set forth in the Trust
      Agreement;

or, in each case at such other address as the addressee shall have specified by
written notice delivered in accordance with the foregoing to the addressor's
then effective notice address.

10.07. Governing Law. The Plan and the accompanying Adoption Agreement will be
construed, administered and enforced according to ERISA, and to the extent not
preempted thereby, the laws of the Commonwealth of Massachusetts, without regard
to its conflicts of law principles.

Article 11. Plan Administration.

11.01. Powers and Responsibilities of the Administrator. The Administrator has
the full power and the full responsibility to administer the Plan in all of its
details, subject, however, to the applicable requirements of ERISA. The
Administrator's powers and responsibilities include, but are not limited to, the
following:

      (a) To make and enforce such rules and regulations as it deems necessary
      or proper for the efficient administration of the Plan;

      (b) To interpret the Plan, its interpretation thereof in good faith to be
      final and conclusive on all persons claiming benefits under the Plan;

      (c) To decide all questions concerning the Plan and the eligibility of any
      person to participate in the Plan;

      (d) To administer the claims and review procedures specified in Section
      11.03;

      (e) To compute the amount of benefits which will be payable to any
      Participant, former Participant or Beneficiary in accordance with the
      provisions of the Plan;

      (f) To determine the person or persons to whom such benefits will be paid;

      (g) To authorize the payment of benefits;

      (h) To comply with any applicable reporting and disclosure requirements of
      Part I of Subtitle B of Title I of ERISA;

      (i) To appoint such agents, counsel, accountants, and consultants as may
      be required to assist in administering the Plan;

      (j) By written instrument, to allocate and delegate its responsibilities,
      including the formation of an Administrative Committee to administer the
      Plan;


                                       13
<PAGE>

11.02. Nondiscriminatory Exercise of Authority. Whenever, in the administration
of the Plan, any discretionary action by the Administrator is required, the
Administrator shall exercise its authority in a nondiscriminatory manner so that
all persons similarly situated will receive substantially the same treatment.

11.03. Claims and Review Procedures.

      (a) Claims Procedure. If any person believes he is being denied any rights
      or benefits under the Plan, such person may file a claim in writing with
      the Administrator. If any such claim is wholly or partially denied, the
      Administrator will notify such person of its decision in writing. Such
      notification will contain (i) specific reasons for the denial, (ii)
      specific reference to pertinent Plan provisions, (iii) a description of
      any additional material or information necessary for such person to
      perfect such claim and an explanation of why such material or information
      is necessary, and (iv) information as to the steps to be taken if the
      person wishes to submit a request for review, including a statement of the
      such person's right to bring a civil action under Section 502(a) of ERISA
      following as adverse determination upon review. Such notification will be
      given within 90 days after the claim is received by the Administrator (or
      within 180 days, if special circumstances require an extension of time for
      processing the claim, and if written notice of such extension and
      circumstances is given to such person within the initial 90-day period).

            If the claim concerns disability benefits under the Plan, the Plan
      Administrator must notify the claimant in writing within 45 days after the
      claim has been filed in order to deny it. If special circumstances require
      an extension of time to process the claim, the Plan Administrator must
      notify the claimant before the end of the 45-day period that the claim may
      take up to 30 days longer to process. If special circumstances still
      prevent the resolution of the claim, the Plan Administrator may then only
      take up to another 30 days after giving the claimant notice before the end
      of the original 30-day extension. If the Plan Administrator gives the
      claimant notice that the claimant needs to provide additional information
      regarding the claim, the claimant must do so within 45 days of that
      notice.

      (b) Review Procedure. Within 60 days after the date on which a person
      receives a written notice of a denied claim (or, if applicable, within 60
      days after the date on which such denial is considered to have occurred),
      such person (or his duly authorized representative) may (i) file a written
      request with the Administrator for a review of his denied claim and of
      pertinent documents and (ii) submit written issues and comments to the
      Administrator. This written request may include comments, documents,
      records, and other information relating to the claim for benefits. The
      claimant shall be provided, upon the claimant's request and free of
      charge, reasonable access to, and copies of, all documents, records, and
      other information relevant to the claim for benefits. The review will take
      into account all comments, documents, records, and other information
      submitted by the claimant relating to the claim, without regard to whether
      such information was submitted or considered in the initial benefit
      determination. The Administrator will notify such person of its decision
      in writing. Such notification will be written in a manner calculated to be
      understood by such person and will contain specific reasons for the
      decision as well as specific references to pertinent Plan provisions. The
      decision on


                                       14
<PAGE>

      review will be made within 60 days after the request for review is
      received by the Administrator (or within 120 days, if special
      circumstances require an extension of time for processing the request,
      such as an election by the Administrator to hold a hearing, and if written
      notice of such extension and circumstances is given to such person within
      the initial 60-day period). The extension notice shall indicate the
      special circumstances requiring an extension of time and the date by which
      the Plan expects to render the determination on review.

            If the initial claim was for disability benefits under the Plan and
      has been denied by the Plan Administrator, the claimant will have 180 days
      from the date the claimant received notice of the claim's denial in which
      to appeal that decision. The review will be handled completely
      independently of the findings and decision made regarding the initial
      claim and will be processed by an individual who is not a subordinate of
      the individual who denied the initial claim. If the claim requires medical
      judgment, the individual handling the appeal will consult with a medical
      professional whom was not consulted regarding the initial claim and who is
      not a subordinate of anyone consulted regarding the initial claim and
      identify that medical professional to the claimant.

            The Plan Administrator shall provide the claimant with written
      notification of a plan's benefit determination on review. In the case of
      an adverse benefit determination, the notification shall set forth, in a
      manner calculated to be understood by the claimant -- the specific reason
      or reasons for the adverse determinations, reference to the specific plan
      provisions on which the benefit determination is based, a statement that
      the claimant is entitled to receive, upon the claimant's request and free
      of charge, reasonable access to, and copies of, all documents, records,
      and other information relevant to the claim for benefits.

11.04. Costs of Administration. Unless some or all costs and expenses are paid
by the Employer, all reasonable costs and expenses (including legal, accounting,
and employee communication fees) incurred by the Administrator and the Trustee
in administering the Plan and Trust will be paid first from the forfeitures (if
any) resulting under Section 7.05, then from the remaining Trust Fund. All such
costs and expenses paid from the Trust Fund will, unless allocable to the
Accounts of particular Participants, be charged against the Accounts of all
Participants on a pro rata basis or in such other reasonable manner as may be
directed by the Administrator.


                                       15
<PAGE>

                             FIRST AMENDMENT TO THE
                   CORPORATEPLAN FOR RETIREMENT EXECUTIVE PLAN
                               BASIC PLAN DOCUMENT
        a/k/a THE RAILAMERICA, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

      THIS FIRST AMENDMENT (the "Amendment"), made on this 14th day of November,
2002, to the CORPORATEplan for Retirement Executive Plan Basic Plan Document,
a/k/a the RailAmerica, Inc. Executive Deferred Compensation Plan (the "Plan"),
by RAILAMERICA, INC., a Delaware corporation (the "Company").

                              W I T N E S S E T H:

      WHEREAS, the Company maintains the Plan for the sole and exclusive benefit
of its eligible participants and their respective beneficiaries under the terms
and provisions of the Internal Revenue Code of 1986, as amended, and

      WHEREAS, pursuant to Section 9.01 of the Plan, the Company has the power
to amend said Plan;

      NOW, THEREFORE, effective as of January 1, 2003, the Plan shall be amended
as follows:


                                       16
<PAGE>

      12. All references in the Plan to "employment" shall, with respect to a
Participant who is a Director, be construed to mean active service as a member
of the Board of Directors of an Employer.

      13. Section 2.01.(a)(1) of the Plan is hereby amended to read as follows:

            "(1) "Account" means the total amount credited to the Sub-Accounts
            maintained in the Plan in accordance with the provisions of the Plan
            for each Participant, and which consists of Deferral Contributions,
            Matching Contributions and Employer Contributions made on his or her
            behalf, as well as earnings accrued thereon."

      14. Section 2.01.(a)(2) of the Plan is hereby amended to read as follows:

            "(2) "Administrator" means RailAmerica, Inc., a Delaware
            corporation, and its successors or assigns."

      15. Section 2.01.(a)(6) of the Plan is hereby amended to add the following
at the end thereof:

            "In the case of a Participant who is a non-employee Director,
            Compensation shall mean the annual retainer and meeting fees earned
            by the Participant with respect to services rendered to the
            Employer."

      16. Section 2.01.(a)(17) of the Plan is hereby amended to read as follows:

            "(17) "Participant" means any Employee or Director who participates
            in the Plan in accordance with Article 3 hereof."

      17. A new Section 2.01.(a)(29) is hereby added to the Plan to read as
follows:

            "(29) "Change in Control" means:

                  (i) The acquisition (other than from RailAmerica, Inc., a
            Delaware corporation (the "Company")), by any person, entity or
            "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the
            Securities Exchange Act of 1934 (the "Exchange Act"), of beneficial
            ownership (within the meaning of Rule 13d-3 promulgated under the
            Exchange Act) of 33 1/3% or more of either the then outstanding
            shares of common stock or the combined voting power of the Company's
            then outstanding voting securities entitled to vote generally in the
            election of directors (hereafter referred to as the ownership of a
            "Controlling Interest"), excluding, for this purpose, any
            acquisitions by (1) the Company or any of its subsidiaries, (2) any
            person, entity or "group" that as of the date hereof owns beneficial
            ownership (within the meaning of Rule 13d-3


                                       17
<PAGE>

            promulgated under the Exchange Act) of a Controlling Interest; or
            (3) any employee benefit plan of the Company or any of its
            subsidiaries; or

                  (ii) The nine (9) individuals who, as of November 1, 2002,
            constitute the Board of Directors of the Company (as of the date
            hereof the "Incumbent Board") cease for any reason to constitute at
            least a majority of the Board of Directors, provided that any person
            becoming a Director subsequent to the date hereof whose election, or
            nomination for election by the Company's stockholders, was approved
            by a vote of at least a majority of the directors then comprising
            the Incumbent Board (other than an election or nomination of an
            individual whose initial assumption of office is in connection with
            an actual or threatened election contest relating to the election of
            the directors of the Company) shall be, for purposes of this Plan,
            considered as though such person were a member of the Incumbent
            Board; or

                  (iii) Approval by the stockholders of the Company of (1) a
            reorganization, merger or consolidation with respect to which
            persons who were the stockholders of the Company immediately prior
            to such reorganization, merger or consolidation do not, immediately
            thereafter, own more than 66 2/3% of the combined voting power
            entitled to vote generally in the election of directors of the
            reorganized, merged or consolidated company's (or entity's) then
            outstanding voting securities in substantially the same proportions
            as their ownership immediately prior to such reorganization, merger,
            or consolidation, (2) a liquidation or dissolution of the Company,
            or (3) the sale of all or substantially all of the assets of the
            Company, unless the approved reorganization, merger, consolidation,
            liquidation, dissolution or sale is subsequently abandoned.

            For purposes of this Plan, the determination as to whether a Change
            of Control of the Company has occurred shall be made by the Board of
            Directors of the Company, and all parties, including without
            limitation, the Trustee, shall rely on such determination and shall
            not be obligated to make an independent determination as to whether
            a Change of Control of the Company has indeed occurred."

      18. A new Section 2.01.(a)(30) is hereby added to the Plan to read as
follows:

            "(30) "Director" means a member of the Board of Directors of the
            Employer or the Board of Directors of any Related Employers
            designated in Section 1.02(b)."

      19. A new Section 2.01.(a)(31) is hereby added to the Plan to read as
follows:

            "(31) "Sub-Account" means, with respect to a Plan Year, the total
            amount of Deferral Contributions, Matching Contributions and
            Employer Contributions credited to such Sub-Account on behalf of a
            Participant for


                                       18
<PAGE>

            a given Plan Year, as well as earnings, expenses, gains and losses
            attributed thereto."

      20. Section 3.01. of the Plan is hereby amended in its entirety to read as
follows:

            "3.01. Date of Participation. An eligible Employee or an eligible
            Director (as set forth in 1.03(a)) who has filed an election
            pursuant to Section 4.01 shall become a Participant in the Plan on
            the first Entry Date coincident with or following the date on which
            he or she is designated as eligible to participate under the Plan."

      21. Section 4.01. of the Plan is hereby amended in its entirety to read as
follows:

            "4.01. Deferral Contributions. Each Participant may elect to execute
            a compensation reduction agreement with the Employer to reduce and
            defer receipt to this Plan of (a) an amount not to exceed a
            specified percentage (in whole percentages) of his or her base
            salary earned during the Plan Year, and/or (b) an amount not to
            exceed a specified percentage (in whole percentages) of any bonus
            earned during the Plan Year. The specified percentage limitations
            shall be set forth in Sections 1.05(a) and (b) of the Adoption
            Agreement. The compensation reduction agreement will be effective to
            defer base salary and bonuses relating to services performed in a
            Plan Year subsequent to the filing of such an election; provided,
            however, that an eligible Employee or Director who becomes a
            Participant either as of the Effective Date of the Plan or during a
            Plan Year may file a compensation reduction agreement within thirty
            (30) days after becoming a Participant and such compensation
            reduction agreement shall apply only with respect to the
            Participant's base salary and bonuses earned after the individual
            becomes a Participant in the Plan. An election once made shall
            remain in effect until a new election is made. A new election shall
            be effective as of the first day of the following Plan Year ("New
            Election Effective Date") and shall apply only to base salary and
            bonuses payable with respect to services rendered on or after the
            New Election Effective Date. With respect to each Plan Year, the
            Employer shall credit an amount to the Sub-Account maintained on
            behalf of the Participant corresponding to the amount of reduction
            elected on the Participant's compensation reduction agreement for
            such Plan Year. Under no circumstances may a compensation reduction
            agreement be adopted retroactively. A Participant may revoke a
            compensation reduction agreement for a Plan Year during such Plan
            Year, provided, however, that such revocation shall apply only to
            base salary and/or bonuses not yet earned. In that event, the
            Participant shall be precluded from electing to defer future base
            salary and/or bonuses hereunder during the Plan Year to which the
            revocation applies. "

      22. The first sentence of Section 4.02. of the Plan is hereby amended to
read as follows:


                                       19
<PAGE>

            "4.02. Matching Contributions. If so provided by RailAmerica, Inc.
            in Section 1.05(b), for each Plan Year, the Employer shall make a
            Matching Contribution to be credited to the Sub-Account maintained
            on behalf of each Participant who had Deferral Contributions made on
            his or her behalf during the Plan Year and who meets the
            requirements, if any, of Section 1.05(b)."

      23. A new Section 4.04. is hereby added to the Plan to read as follows:

            "4.04. Employer Contributions. If so provided by RailAmerica, Inc.
            in Section 1.05(c), for each Plan Year, an Employer may credit to a
            Sub-Account maintain on behalf of a Participant employed by the
            Employer such contributions ("Employer Contributions"), if any, as
            the Employer shall determine for such Participant based upon such
            criteria as the Employer, in its sole discretion, shall from time to
            time determine. The Employer shall not be required to treat each
            Participant in the same manner in determining the amount of any
            Employer Contributions to be made for any Participants pursuant to
            this Section 4.04. Any Employer contributions made by the Employer
            shall be transferred to the Trustee as soon as practicable after the
            last day of the Plan Year to which it relates."

      24. Section 5.01. of the Plan is hereby amended to read as follows:

            "5.01. Individual Accounts and Sub-Accounts. The Administrator will
            establish and maintain an Account for each Participant which will
            reflect the aggregate amount of Deferral Contributions, Matching
            Contributions and Employer Contributions credited to such Account on
            behalf of the Participant, as well as earnings, expenses, gains and
            losses credited thereto and deemed investments made with amounts in
            the Participant's Account. In addition, for each Plan Year, the
            Administrator will establish and maintain a Sub-Account under the
            Participant's Account, which will reflect all Deferral
            Contributions, Matching Contributions and Employer Contributions, as
            well as earnings, expenses, gains and losses attributed thereto,
            credited on behalf of such Participant for such Plan Year. The
            Administrator shall establish and maintain such other accounts and
            records as it decides in its discretion to be reasonably necessary
            or appropriate in order to discharge its duties under the Plan.
            Participants will be furnished statements of their Account and
            Sub-Account balances at least once each Plan Year. The Administrator
            shall provide the Trustee with information on the amount credited to
            the separate accounts of each Participant maintained by the
            Administrator in its records."

      25. Article 7 of the Plan is hereby amended to substitute "Account and or
Sub-Account" for "Account" in all places in which it appears therein.


                                       20
<PAGE>

      26. Section 7.07. of the Plan is hereby amended in its entirety to read as
follows:

            "7.07. Acceleration of Distributions. Distribution shall be
            accelerated upon the following occurrences:

                  (a) Unforseeable Emergency Withdrawals. If so provided by
            RailAmerica, Inc. in Section 1.09, upon the written request of a
            Participant and in the event the Administrator determines that an
            "unforeseeable emergency" has occurred with respect to a
            Participant, the Participant may withdraw the lesser of (1) the
            amount necessary to meet the emergency or (2) the vested portion of
            the Participant's Account, and no further Deferral Contributions
            shall be made under the Plan on behalf of the Participant until the
            first payroll period of the second Plan Year following the Plan Year
            in which the Participant received a distribution under this Section
            7.07.(a). For this purpose, an "unforeseeable emergency" shall mean
            an unanticipated emergency, such as a sudden and unexpected illness
            or accident of the Participant or a dependent of the Participant or
            loss of the Participant's property due to casualty, that is caused
            by an event beyond the control of the Participant and that would
            result in severe financial hardship if the withdrawal were not
            permitted. The need to pay a Participant's child's tuition to
            college and the desire to purchase a home shall not be considered
            unforeseeable emergencies.

                  (b) Callable Rights. The Participant may request the
            distribution of his or her entire Account at any time for any
            reason, subject to the following restrictions: (1) only ninety
            percent (90%) of the Participant's Account, less applicable tax
            withholding, shall be distributed to the Participant and the
            remaining ten percent (10%) of shall be forfeited, and (2) no
            further Deferral Contributions shall be made under the Plan on
            behalf of the Participant until the first payroll period of the
            second Plan Year following the Plan Year in which the Participant
            received a distribution under this Section 7.07.(b). Any amounts
            forfeited pursuant to this Section 7.07(b) shall be used to pay
            costs and expenses (including, without limitation, legal,
            accounting, and participant communication fees) incurred by the
            Administrator and the Trustee in administering the Plan and Trust."

      27. Section 7.08. of the Plan is hereby amended in its entirety to read as
follows:

            "7.08. Change in Control. If the Employer has elected to apply
            Section 1.06(c), then upon a Change in Control, as defined in
            Section 2.01.(a)(29) hereof, notwithstanding any other provision of
            the Plan to the contrary, all Participants shall have a
            nonforfeitable right to receive the entire amount of their Account
            balances under the Plan and all such amounts shall be paid out to
            Participants as soon as administratively practicable thereafter."


                                       21
<PAGE>

      28. Section 8.01. of the Plan is hereby amended to read as follows:

            "8.01. Form of Distribution of Benefits to Participants and
            Beneficiaries. The Plan provides for the distribution of a
            Participant's Sub-Account in the form of a lump sum, in cash, on the
            date and pursuant to the method specified in Section 1.06.
            Notwithstanding the foregoing, if elected by RailAmerica, Inc. in
            Section 1.10 and specified in the Participant's election form, the
            distribution shall be paid through a systematic withdrawal plan
            (installments) for a time period not exceeding 10 years beginning on
            the date specified by the Employer in Section 1.06 hereof."

      29. Section 8.02. of the Plan is hereby amended in its entirety to read as
follows:

            "8.02. Events Requiring Distribution of Benefits to Participants and
            Beneficiaries.

                  (a) If elected by RailAmerica, Inc. in Section 1.06(a), the
            Participant shall receive a distribution the vested portion of his
            or her Account, less applicable withholding taxes, upon the earliest
            to occur of the events specified in Section 1.06.(a), subject to the
            provisions of Section 7.08., and at the time indicated in Section
            1.06.(a)(2). If a Participant dies before distribution of the entire
            vested portion of his or her Account under this Plan, any remaining
            amounts, less applicable withholding taxes, shall be distributed to
            the Participant's Beneficiary in a lump sum distribution as soon as
            practicable following the Participant's death.

                  (b) If elected by the Employer in Section 1.06(b), the
            Participant shall receive a distribution of each of his or her
            Sub-Accounts, less applicable withholding taxes, upon the earlier of
            (i) the date specified in the Participant's election form applicable
            to such Sub-Account, and (ii) the first day of the month immediately
            following the date of the termination of the Participant's
            employment with the Employer, or as soon as administratively
            practicable thereafter. The date specified by the Participant on his
            or her election form with respect to a Sub-Account must be at least
            twelve (12) months after the first day of the Plan Year immediately
            preceding the Plan Year during the amounts to be allocated to such
            Sub-Account would be earned. Amounts distributed to the Participant
            pursuant to Section 1.06(b) shall be distributed at the time
            indicated in Section 1.06(b)(2). If a Participant should die before
            distribution of the entire vested portion of his or her Account
            under this Plan, any remaining amounts, less applicable withholding
            taxes, shall be distributed to the Participant's Beneficiary in a
            lump sum distribution as soon as practicable following the
            Participant's death.

                  (c) Notwithstanding anything to the contrary in this Plan, in
            the event that a Participant's Account and/or Sub-Account becomes


                                       22
<PAGE>

            distributable pursuant to Section 1.06(a) or (b), whichever
            applicable, and the then fair market value of such Participant's
            Account and/or Sub-Account is $5,000 or less, then notwithstanding
            any election made by the Participant to the contrary, the Employer
            may, in its sole discretion, require that a lump sum distribution of
            the Participant's Account and/or Sub-Account be made as soon as
            practicable after the event that gave rise to the distribution."

      30. Section 9.01. of the Plan is hereby amended to read as follows:

            "9.01. Amendment by RailAmerica, Inc. RailAmerica, Inc. reserves the
            authority to amend the Plan by filing with the Trustee an amended
            Adoption Agreement and/or an amendment to the Basic Plan Document,
            executed by RailAmerica, Inc. only, on which RailAmerica, Inc. has
            indicated a change or changes in provisions it previously adopted.
            Such changes are to be effective on the effective date of such
            amendment. Any such change notwithstanding, no Participant's Account
            shall be reduced by such change below the amount to which the
            Participant would have been entitled if he or she had voluntarily
            left the employ of the Employer immediately prior to the date of the
            change. RailAmerica, Inc. may from time to time make any amendment
            to the Plan that may be necessary to satisfy the Code or ERISA. The
            board of directors of RailAmerica, Inc. or other individuals
            specified in the resolution adopting this Plan shall act on behalf
            of RailAmerica, Inc. for purposes of this Section 9.01."

      31. Section 9.04. of the Plan is hereby amended to read as follows:

            "9.04. Distribution upon Termination of the Plan. Upon termination
            of the Plan, no further Deferral Contributions, Matching
            Contributions or Employer Contributions shall be made under the
            Plan. The Participants' Accounts maintained under the Plan at the
            time of termination shall continue to be governed by the terms of
            the Plan until paid out in accordance with the terms of the Plan
            unless RailAmerica, Inc. determines, in its sole discretion, to make
            distributions of all Accounts to Participants as soon as practicable
            after the termination of the Plan."

      32. Section 11.01. of the Plan is hereby amended to add the following at
the end thereof:

            "Any interpretation or other decision made by the Administrator
            shall be final, binding and conclusive upon all persons in the
            absence of clear and convincing evidence that the Administrator
            acted arbitrarily and capriciously."


                                       23
<PAGE>

      33. In all other respects, the Plan shall remain unchanged by the
Amendment.

      IN WITNESS WHEREOF, the Company has caused this instrument to be executed
the day and year first above written.

                                       RAILAMERICA, INC., a Delaware corporation


                                       By: /s/ Terry K. Forsman
                                           -------------------------
                                       Name: Terry K. Forsman
                                       Title: Vice President of Human Resources


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