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                                                                   EXHIBIT 10.27

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

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

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                                   TABLE OF CONTENTS

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

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

ARTICLE 3. AWARD DEFERRAL PROGRAM...............................................     7
        3.1......Filing Requirements............................................     7
        3.2      Amount of Deferral.............................................     8
        3.3      Crediting to Account...........................................     8
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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
        52       Investment Performance Elections...............................     12
        5.3      Changing Investment Elections..................................     12
        5.4      Vesting of Account.............................................     12
        5.5      Individual Accounts............................................     13
        5.6      Action Following a Change of Control...........................     13

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

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

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

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

         This Supplementary Savings and Incentive Award Deferral Plan for
 Eligible Executives of CSX Corporation and Affiliated Companies (the "Plan")
 was adopted October 1, 1987 and has been subsequently amended from time to
 time. This restatement of the Plan is effective January 1, 1995. This Plan is
 generally intended to provide certain executives eligible to participate in the
 Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated
 Companies (the "Savings Plan") with an opportunity to defer a portion of their
 salary, and/or award(s) under the Management Incentive Compensation Program
 ("MICP") and/or the Senior Management Incentive Compensation Program ("SMICP")
 until their retirement or other termination of employment and to restore
 employer matching contributions lost under the Savings Plan because of the
 application of Sections 401(aX17), 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.

         13       AFFILIATED Company means the Corporation and any company or
corporation directly or indirectly controlled by the Corporation.

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

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

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         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(dX3) or
         14(dX2) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act")] (a "Person") of beneficial ownership (within the
         meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
         more of either (i) the then outstanding shares of common stock of the
         Corporation (the "Outstanding Corporation Common Stock"), or (ii) the
         combined voting power of the then outstanding voting securities of the
         Corporation entitled to vote generally in the election of directors
         (the "Outstanding Corporation Voting Securities"); provided, however,
         that for purposes of this subsection (a), the following acquisitions
         shall not constitute a Change of Control: (i) any acquisition directly
         from the Corporation; (ii) any acquisition by the Corporation; (iii)
         any acquisition by any employee benefit plan (or related trust)
         sponsored or maintained by the Corporation or any corporation
         controlled by the Corporation; or (iv) any acquisition by any
         corporation pursuant to a transaction which complies with clauses (i),
         (ii) and (iii) of subsection (c) of this Section 1.8; or

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

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

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

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                                    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.

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

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

         1.14     DISTRIBUTION OPTION(S) means, with respect to each sub-account
under the Plan, the election by the Member of (i) the event triggering the
commencement of distribution, and (ii) the form of 1.11

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payment. Distribution Option elections are made on the initial Deferral
Agreement with respect to any sub-account.

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

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

         1.17     ELIGIBLE EXECUTIVE means an employee of a Participating
Company, provided that:

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

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

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

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

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

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

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

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

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

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

         1.18     INDEPENDENT ACCOUNTANT means the independent accountants
engaged by the Corporation and, if selected or changed following a Change of
Control, approved by the Benefits Trust Committee. 1.19 Matching Credits means
amounts credited to the Account of a Member pursuant to Section 4.5.

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

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

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

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

         1.24     SALARY DEFERRALS means the amounts credited to a Member's
Account under Section 4.3.

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

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

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

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

         1.29     TAX SAVINGS THRIFT PLAN means the Tax Savings Thrift Plan for
Employees of CSX Corporation and Affiliated Companies, as amended from time to
time. 1.30 Trust means the CSX Corporation and Affiliated Companies Benefits
Assurance Trust. 1.31 Valuation Date means the last business day of each
calendar month following the Effective Date.

                 ARTICLE 2. MEMBERSHIP AND DEFERRAL AGREEMENTS

         2.1      IN GENERAL:

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

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

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

         2.2      MODIFICATION OF INITIAL DEFERRAL AGREEMENT:

                  (a)      A Member may elect to change, modify or revoke a
         Deferral Agreement as follows:

                           (i)      A Member may change the amount of Award he
                                    elects to defer on an Award Deferral
                                    Agreement prior to the Agreement's effective
                                    date as provided in Article 3.

                           (ii)     A Member may change the rate of his Salary
                                    Deferrals, or suspend his Salary Deferrals
                                    on account of severe financial hardship, as
                                    provided in Article 4.

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                           (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. l(c)(ii).

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

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

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

         2.3      TERMINATION OF MEMBERSHIP; RE-EMPLOYMENT:

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

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

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

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

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

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         2.4      CHANGE IN STATUS:

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

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

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

                       ARTICLE 3. AWARD DEFERRAL PROGRAM

         3.1      FILING REQUIREMENTS:

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

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

                  (c)      With respect to an Award identified in Section
         1.4(i), an Eligible Executive's election to defer all or a portion of
         his Award shall be effective on the last day that such deferral may be
         elected under Section 3.1(a) or 3. l(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

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         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
         l.4(i), the minimum amount which an Eligible Executive may defer in any
         year shall be the lesser of $5,000 or the maximum amount determined
         under Section 3.2(a) above. If an Eligible Executive elects to defer
         less than this amount, his election shall not be effective.

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

         3.3      CREDITING TO ACCOUNT:

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

                       ARTICLE 4. SALARY DEFERRAL PROGRAM

                                      -9-
<PAGE>

         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. l(a) or 4. l(b), whichever applies, in order to receive the
         Matching Credits described in Section 4.5, provided that such agreement
         need not provide for Salary Deferrals.

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

         4.3       AMOUNT OF SALARY DEFERRALS:

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

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

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

         provided, however, that no Basic Salary Deferral shall be made under
         this Plan for any payroll period unless the Eligible Executive is
         prevented from making elective deferrals under the Tax Savings Thrift
         Plan for such payroll period as a result of Section 402(g) and/or
         401(k)(3) of the Code, and provided further that, for the payroll
         period in which such Basic Salary Deferral is first made, it shall be
         limited to the excess of the amount otherwise determined for such
         payroll period under Section 4.3(a)(i) over the Eligible Executive's
         elective deferrals under the Tax Savings Thrift

                                      -10-
<PAGE>

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

         4.4      CHANGING SALARY DEFERRALS:

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

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

         4.5      CERTAIN ADDITIONAL CREDITS:

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

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

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

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

                           (ii)     is an amount determined as 3% of the
                                    Eligible Executive's additional Salary
                                    Deferrals; and

                                      -11-
<PAGE>

                           (iii)    is the employer matching contributions the
                                    Eligible Executive would have received under
                                    the Tax Savings Thrift Plan if his deferrals
                                    under this Plan had been contributed to the
                                    Tax Savings Thrift Plan (in addition to
                                    those amounts actually contributed to that
                                    Plan), based on "Compensation" as defined in
                                    this Plan and as if the provisions of
                                    Sections 401(a)(17), 40l(k)(3), 401(m)(2),
                                    40l(m)(9) and 415 of the Code had not
                                    applied to the Tax Savings Thrift Plan; and

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

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

                       ARTICLE 5. MAINTENANCE OF ACCOUNTS

         5.1      ADJUSTMENT OF ACCOUNT:

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

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

                  (c)      For purposes of Section 5. l(a), the portion of a
         Member's Retirement Sub-accounts attributable to Matching Credits shall
         be credited or debited with earnings or losses based upon the
         performance of "Fund E" (CSX Stock Fund) under the Tax Savings Thrift
         Plan.

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

         5.2      INVESTMENT PERFORMANCE ELECTIONS:

                  (a)      In the event the Administrator designates more than
         one investment fund or index of investment performance under Section
         5.1, each Member and, if applicable, former Member, shall file an
         initial investment election with the Administrator with respect to the
         investment of his
                                      -12-
<PAGE>

         Salary Deferrals within such time period and on such form as the
         Administrator may prescribe. The election shall designate the
         investment fund or funds or index or indices of investment performance
         which shall be used to measure the investment performance of the
         Member's Salary Deferrals. The election shall be effective as of the
         beginning of the payroll period next following the date the election is
         filed. The election shall be in increments of 1%.

                  (b)      In the event the Administrator designates more than
         one investment fund or index under Section 5.1, each Member shall file
         an initial investment election each calendar year in which he defers an
         Award with respect to the amount deferred. The election shall be made
         within such time period and on such form as the Administrator
         prescribes and shall be in increments of 1% of the amount deferred. The
         election shall be effective on the Valuation Date on which the amount
         determined is credited to the Member's Account. (c) A Member may not
         elect separate investment funds or indices of investment performance
         with respect to each Sub-account.

         5.3      CHANGING INVESTMENT ELECTIONS:

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

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

         5.4      VESTING OF ACCOUNT: EACH MEMBER SHALL BE FULLY VESTED IN HIS
ACCOUNT.

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

         5.6      ACTION FOLLOWING A CHANGE OF CONTROL: Following a Change of
Control, any action taken by the Administrator pursuant to this Article 5 is
subject to the approval of the Benefits Trust Committee.

                         ARTICLE 6. PAYMENT OF BENEFITS

         6.1      COMMENCEMENT OF PAYMENT:

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

                                      -13-
<PAGE>

                           (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 I, 2005. For purposes of this Plan and particularly this
         Section 6.l(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.l(b), as follows:

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

                           (ii)     Notwithstanding Section 6.1(c)(i), a Member
                                    or former Member may change his designated
                                    distribution event under Section 6.1 (a) or
                                    6.1(b), no more frequently than once in any
                                    calendar year, by filing with the
                                    Administrator an amendment to his
                                    Distribution Option election on or before
                                    December 30 (or the last preceding business
                                    day if December 30 is not a weekday). The
                                    change shall be limited to those events
                                    entitling a

                                      -14-
<PAGE>

                                    Member to a distribution that are described
                                    in Section 6.1(a), shall be subject to
                                    approval of the Administrator and, if
                                    approved, shall be effective as of the last
                                    Valuation Date of the calendar year in which
                                    the change is filed. Unless the election
                                    complies with the requirements of Section
                                    6.1(c)(i), or unless the provisions of
                                    Section 6.1(e) apply, an election under this
                                    Section 6.1(c)(ii) shall result in the
                                    forfeiture of five percent (5%) of the
                                    Member's or former Member's Account,
                                    determined as of the Valuation Date upon
                                    which the election is effective. If the
                                    Member or former Member changes the form in
                                    which his Account is to be distributed under
                                    Section 6.2(c)(ii) at the same time as he
                                    changes his designated distribution event
                                    under this Section 6.1(c)(ii), the combined
                                    forfeitures will be five percent (5%) of the
                                    Member's or former Member's Account,
                                    determined as of the Valuation Date upon
                                    which the election is effective.

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

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

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

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

         6.2      METHOD OF PAYMENT:

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

                                      -15-
<PAGE>

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

                           (ii)     Notwithstanding Section 6,2(cXD, 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.

                                      -16-
<PAGE>

                  (d)      In the event the Member's Account consists of one or
         more Retirement Sub-accounts and one or more Education Sub-accounts,
         the provisions of this Section 6.2 shall apply exclusively to the
         Member's Retirement Sub-accounts. A Member may not change the form in
         which his Education Sub-accounts are distributed, except that a Member
         may transfer the entire amount in any Education Sub-account to one or
         more other Education Sub-accounts and one or more Retirement
         Sub-accounts, or any combination thereof, subject to a possible
         forfeiture of five percent (5%) of the Sub-account so transferred, as
         provided in Article 9.

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

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

         6.5      HARDSHIP WITHDRAWAL:

                  (a)      While employed by the Participating Companies, a
         Member or former Member may, in the event of a severe financial
         hardship, request a withdrawal from his Account. The request shall be
         made in a time and manner determined by the Administrator, shall not be
         for a greater amount than the amount required to meet the financial
         hardship, and shall be subject to approval by the Administrator. (b)
         For purposes of this Section 6.5 financial hardship shall include:

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

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

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

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

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

         6.6      DESIGNATION OF BENEFICIARY: A Member or former Member may, at
a time and in a manner determined by the Administrator, designate a beneficiary
and one or more contingent beneficiaries

                                      -17-
<PAGE>

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

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

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

         6.9      INSTALLMENTS AND WITHDRAWALS PRO-RATA: In the event of an
installment payment or hardship withdrawal, such payment or withdrawal shall be
made on a pro-rata basis from the portions of the Member's or former Member's
existing Account balance which are subject to different measures of investment
performance. In the event of a hardship withdrawal, the withdrawal shall be made
on a pro-rata basis from all of the Member's or former Member's Sub-accounts.
6.10 Change of Control:

         6.10     CHANGE OF CONTROLS:

                  (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 l(h) of the
         Trust attributable to liabilities relating to the Plan to the extent
         such amounts are not already in the Trust. The aggregate value of the
         amount of the lump sum to be contributed to the Trust pursuant to this
         Section 6.10 shall be determined by the Independent Accountants after
         consultation with the entity then maintaining the Plan's records, and
         shall be projected, if necessary, to such Valuation Date from the last
         valuation of Members' or former Members' Accounts for which information
         is readily available. Thereafter, the Independent Accountants shall
         annually determine as of a

                                      -18-
<PAGE>

         Valuation Date for each Member or former Member not receiving a lump
         sum payment pursuant to subsection (b) below the value of each Member
         or former Member's Accounts. To the extent that the value of the assets
         held in the Trust relating to this Plan do not equal the aggregate
         amount described in the preceding sentence, at the time of the
         valuation, as determined by the Independent Accountants, the
         Corporation and Participating Companies shall make a lump sum
         contribution to the Trust equal to the difference.

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

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

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

                                      -19-
<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.

                         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

                                      -20-
<PAGE>

Member or former Member shall have the status of a general unsecured creditor of
the Affiliated Companies and this Plan constitutes a mere promise by the
Affiliated Companies to make benefit payments in the future.

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

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

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

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

         8.6      ADMINISTRATION:

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

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

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


                  (d)      Prior to paying any benefit under this Plan, the
         Administrator may require the Member or former Member, beneficiary or
         contingent beneficiary to provide such information or material as the
         Administrator, in its sole discretion, shall deem necessary for it to
         make any determination it may be required to make under this Plan. The
         Administrator may withhold payment of any benefit under this Plan until
         it receives all such information and material and is reasonably
         satisfied of its correctness and genuineness. The Administrator shall
         provide adequate notice in writing to any Member, former Member,
         beneficiary or contingent beneficiary whose claim for benefits under
         this Plan has been denied, setting forth the specific reasons for such
         denial. A reasonable opportunity shall be afforded to any such Member,
         former Member, beneficiary or contingent beneficiary for a full and
         fair review by the Administrator of its decision denying the

                                      -21-
<PAGE>

         claim. The Administrator's decision on any such review shall be final
         and binding on the Member, former Member, beneficiary or contingent
         beneficiary and all other interested persons. All acts and decisions of
         the Administrator shall be final and binding upon all Members, former
         Members, beneficiaries, contingent beneficiaries and employees of the
         Affiliated Companies. Notwithstanding the preceding, following a Change
         of Control, any and all decisions by the Administrator are subject to
         the approval of the Benefits Trust Committee.

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

         8.7      CONSTRUCTION:

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

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

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

                        ARTICLE 9. EDUCATION SUB-ACCOUNTS

         9.1      EDUCATION SUB-ACCOUNTS:

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

                           (i)      each of the Member's children,

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

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

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

                                      -22-
<PAGE>

                  (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.l(a).

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

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

         9.2      DISTRIBUTION OF EDUCATION SUB-ACCOUNTS:

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

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

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

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

                           (ii)     to a Retirement Sub-account.

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

                  (d)      A Member's or former Member's Education Sub-accounts
         shall be distributed to him, or in the event of his death to his
         Beneficiary, in a cash single sum payment as soon as administratively
         practicable following the January 1 coincident with or next following
         the date the Member incurs the distributable event or events elected
         under Section 9.2(a) or his date of death, as the case may be.
         Notwithstanding the foregoing, a Member or former Member may elect to
         receive

                                      -23-
<PAGE>

         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.

                                      -24-
<PAGE>

                                    AMENDMENT

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

    Pursuant to Section 7.2 of the Supplementary Savings and Incentive Award
Deferral Plan for Eligible Executives of CSX Corporation and Affiliated
Companies, as Amended and Restated Through February 14, 2001 (the "Plan"), the
Plan is amended effective February 7, 2003 as follows:

         Section  6.7 is amended to read as follows:

                  "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."