<PAGE>

                                                                   Exhibit 10.23

                            SPECIAL RETIREMENT PLAN
                OF CSX CORPORATION AND AFFILIATED CORPORATIONS



                    As Amended and Restated January 1, 1995
                      (As Amended through June 27, 2000)


<PAGE>

<TABLE>
<CAPTION>
                            TABLE OF CONTENTS
<S>               <C>                                                 <C>
Section I -       INTRODUCTION.......................................  1

Section II -      PARTICIPATION......................................  2

Section III -     CREDITABLE SERVICE.................................  2

Section IV -      COMPENSATION AND AVERAGE COMPENSATION..............  3

Section V -       SPECIAL RETIREMENT ALLOWANCES......................  3

Section VI -      FUNDING METHOD.....................................  5

Section VII -     ADMINISTRATION OF SPECIAL PLAN.....................  6

Section VIII -    MODIFICATION, AMENDMENT AND TERMINATION............  7

Section IX -      NON-ALIENATION OF BENEFITS.........................  8

Section X -       MISCELLANEOUS PROVISIONS...........................  8

Section XI -      CHANGE OF CONTROL..................................  8

Section XII -     CONSTRUCTION....................................... 11
</TABLE>

APPENDIX I  PARTICIPANTS GRANTED ADDITIONAL
               CREDITABLE SERVICE PURSUANT TO
               SECTION V(4)(b)

<PAGE>

                            Special Retirement Plan
                            -----------------------

                of CSX Corporation and Affiliated Corporations
                ----------------------------------------------

                    As Amended and Restated January 1, 1995
                      (As Amended through June 27, 2000)


Section I - INTRODUCTION
------------------------

     1.   The purpose of this retirement plan, hereinafter called the "Special
Plan," is to provide an incentive for corporate officers comprising a select
group of management or highly compensated employees to exert maximum efforts for
the Company's success and to remain in the service of the Company until
retirement.

     2.   The Special Plan as provided herein was originally effective as of
March 1, 1983, and supersedes the Employees' Special Pension Plan of The
Chesapeake and Ohio Railway Company and the Plan for Additional Annuities for
Qualifying Members under the Supplemental Pension Plan of The Baltimore and Ohio
Railroad Company, hereinafter called the "Former Plans."

     3.   The "Company" as used herein means CSX Corporation and such other of
its affiliated corporations as shall adopt this Special Plan with the approval
of the Compensation Committee and by action of their boards of directors for the
benefit of corporate officers who are covered or may become covered by the
Special Plan.

     4.   The term "Compensation Committee" means the Compensation Committee of
the Board of Directors of CSX Corporation (the "Board of Directors").

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

     6.   The Company's "Independent Accountant" means an independent accountant
or actuary engaged by the Company and, if selected or changed following a Change
of Control, approved by the Benefits Trust Committee.

     7.   The incentives under the Special Plan shall consist of special
retirement allowances provided by the Company at retirement to certain
employees, hereinafter referred to as "Participants," who shall participate as
provided herein (eligibility for participation is set forth in Section II).

     8.   The Special Plan shall, where appropriate, refer to and have meanings
consistent with all of the relevant terms of any other regularly maintained
pension plan which currently provides or did provide immediately prior to March
1, 1983, retirement benefits for non-contract employees of the Company and is or
was maintained by CSX Corporation or any of its affiliated corporations whose
officers participate in the Special Plan.  Such existing regularly maintained
pension plans which provided benefits immediately prior to March 1, 1983 for
employees of the Company, and covered periods of service granted in subsections
4(a) and 4(b) of Section V, or those which may be established hereafter, as
amended from time to time, shall be referred to herein as the "Pension Plans."
Accordingly, regardless of formal differences which may exist between the
Special Plan and the Pension Plans in the use of terminology, the definitions
and principles which are set forth in the Pension Plans with respect to
compensation, average compensation, credited service, and similar terms shall be
applied and construed hereunder in a manner consistent with the purposes of the
Special Plan and the Pension Plans.  In any instance in which the male gender is
used herein, it shall also include persons of the female gender in appropriate
circumstances.

                                       1

<PAGE>

Section II - PARTICIPATION
--------------------------

     1.   Every person who was a Participant in the Former Plans as in effect
immediately prior to March 1, 1983, shall continue as a Participant in the
Special Plan on and after such date for the purpose of any applicable provisions
hereof.

     2.   On and after March 1, 1983, Participants shall include any employees
who participate in the Pension Plans and who are entitled to benefits provided
under Section V, Subsection 8 hereof; provided, however, that the only benefit
that such employees shall be eligible to receive under this Special Plan shall
be the benefit provided in accordance with such Subsection unless they are
otherwise entitled to benefits under other provisions of this Special Plan.

     3.   On and after March 1, 1983, additional persons eligible to be
Participants shall be those specified in Section V, Subsection 4(c).

Section III - CREDITABLE SERVICE
--------------------------------

     1.   Creditable service under the Special Plan shall have the same meaning
and apply in the same manner as creditable service under the Pension Plans,
except that it shall also include any additional creditable service which may
have been or which may be granted to a Participant in accordance with the
provisions of Section V, Subsections 3 and 4.  Provided, however,
notwithstanding any provisions of the Pension Plans to the contrary, a
Participant in the Special Plan who is in the employ of the Company and who does
not receive compensation in any calendar month due to amounts deferred under the
Company's Deferred Compensation Program, Supplementary Savings and Incentive
Award Deferral Plan, and any other amounts of compensation deferred under any
other arrangement approved by the Compensation Committee nevertheless shall
receive creditable service under the Special Plan.

     2.   Notwithstanding any other provisions of this Special Plan or the
Pensions Plans to the contrary, effective January 1, 1989:

     (a)  Prior to January 1, 1992, a Participant must have been continuously
          employed by the Company for a period of not less than 10 years to
          become entitled upon retirement to receive payment of a special
          retirement allowance from this Special Plan in respect of any
          additional creditable service, pension supplement, pension or benefit
          granted under Section V, Subsections 3(a) or 3(b) of this Special
          Plan.  After December 31, 1991, this Subsection (a) shall only apply
          to Section V, Subsection 3(b); and,

     (b)  Prior to January 1, 1992, a Participant must have been continuously
          employed by the Company for a period of not less than 5 years to
          become entitled to receive payment of a special retirement allowance
          from this Special Plan in respect of any additional creditable service
          granted under Section V, Subsection 4(d), of this Special Plan;
          provided, however, a person who has already attained age 60 when he
          first becomes employed by the Company, and who also becomes and
          continuously remains a Participant from his first date of employment
          until attainment of age 65, shall become entitled upon retirement to
          receive payment of a special retirement allowance from this Special
          Plan in respect of any additional creditable service granted under
          Section V, Subsection 4(d) of this Special Plan; and

     (c)  After December 31, 1991, a Participant must have been continuously
          employed by the Company for a period of not less than 10 years and
          must have attained age 55 to become entitled to receive a special
          retirement allowance from this Special Plan in respect to any
          additional creditable service accrued after December 31, 1991, granted
          under Section V, Subsection 4(d), of this Special Plan or a pension or
          benefit granted after December 31, 1991 under Section V, Subsection
          3(a) of this Special Plan; provided, however, a Participant who has at
          least 5 years of continuous service and who dies while actively
          employed shall be entitled to the additional creditable service
          accrued after December 31, 1991; and, provided further, a Participant
          who terminates employment because of a Divisive

                                       2

<PAGE>

          Transaction or a workforce downsizing or with the consent of the Chief
          Executive Officer of CSX Corporation ("Chief Executive Officer") prior
          to age 55 with 10 years of continuous service shall be entitled to the
          additional creditable service accrued after December 31, 1991. For
          purposes of this Section III, Subsection 2(c), "Divisive Transaction"
          shall mean a transaction in which the Participant's employer ceases to
          be a subsidiary of CSX Corporation or there is a sale of substantially
          all of the assets of the subsidiary.

     (d)  Prior to a Change of Control, in no event shall a Participant be
          eligible to receive a payment in respect of any benefits granted under
          Section V, Subsections 3(a), 3(b) or 4(d) of this Special Plan before
          such date as the Participant attains the earliest retirement age
          specified in the particular Pension Plan in which the Participant also
          participates, unless an earlier payment from the Special Plan is
          specifically authorized by the Compensation Committee.  The
          Compensation Committee shall have full authority and sole discretion
          to interpret and administer the foregoing rules, and any decision made
          by the Compensation Committee shall be final and binding.  Following a
          Change of Control, the same rules apply except that the Benefits Trust
          Committee shall have full authority and sole discretion to interpret
          and administer the foregoing rules.  Any such decision made by the
          Benefits Trust Committee shall be final and binding.

     (e)  In the event of a Change of Control, as defined in Section XI, the age
          55 and length of service requirements contained in Section III,
          Subsection (2)(c), shall be waived for those Participants who are
          employed by the Company at the time of the Change of Control.

Section IV - COMPENSATION AND AVERAGE COMPENSATION
--------------------------------------------------

     Compensation and average compensation under the Special Plan shall have the
same meanings and apply in the same manner as those terms do under the Pension
Plans, except as provided in Section V,  Subsection 3(b); provided, however,
that amounts deferred under the Company's Deferred Compensation Program,
Supplementary Savings and Incentive Award Deferral Plan, and any other amounts
of compensation deferred under any other arrangement approved by the
Compensation Committee shall be included in the determination of compensation
and average compensation; and further provided, that compensation and average
compensation hereunder shall not be limited to the amount of $150,000, or such
other amount as adjusted by regulation, as imposed by Sections 401(a)(17) and
415(d) of the Internal Revenue Code.

Section V - SPECIAL RETIREMENT ALLOWANCES
-----------------------------------------

     1.   All of the provisions, conditions, and requirements set forth in the
Pension Plans with respect to the granting and payment of retirement benefits
thereunder shall be equally applicable to the granting of the special retirement
allowances hereunder to Participants in the Special Plan and to the payment
thereof from the Company's general assets or from the Benefits Assurance Trust.
Except as otherwise may be provided in this Special Plan, whenever a
Participant's rights under the Special Plan are to be determined, appropriate
reference shall be made to the particular Pension Plan in which such person is
also a participant.  Notwithstanding the preceding sentence, if a special
retirement allowance under the Special Plan shall be paid to a surviving spouse
in conformance with the provisions of the Pension Plans, the final installment
payment hereunder shall be made only to the estate of such surviving spouse and
shall not be otherwise paid, regardless of any different provision for such
payment which may be prescribed in the Pension Plans.

     2.   All special retirement allowances being paid on March 1, 1983, under
the Former Plans as they existed immediately prior to such date shall be
continued and be paid hereunder, and, persons participating under the Former
Plans shall continue to participate hereunder in accordance with the terms and
conditions of the Former Plans and any applicable provisions of this Special
Plan.

     3.   The Compensation Committee, upon the recommendation of the Chief
Executive Officer, may grant to an officer of the Company the following benefits
under the Special Plan:

                                       3

<PAGE>

     (a)  Additional creditable service, pensions or benefits hereunder other
          than as provided in the Pension Plan, in recognition of previous
          service deemed to be of special value to the Company.

     (b)  A pension supplement hereunder in a particular instance as determined
          by the Compensation Committee, to be calculated on the basis of
          specific instructions which may depart only for such purpose from any
          of the terms, conditions or requirements of the Pension Plans,
          notwithstanding the provisions of Section I, Subsection 5, and Section
          V, Subsection 1, hereof.

     4.   The following additional creditable service under the Special Plan
shall be granted by the Company at retirement under the Pension Plans:

     (a)  To those Participants of the "Former Plans," creditable service equal
          to that accrued under Section V, Subsection 4 of The Employees'
          Special Plan of The Chesapeake and Ohio Railway Company or under
          paragraphs 1, 2 and 3 of the Plan for Additional Annuities for
          Qualifying Members Under the Supplemental Pension Plan of the
          Baltimore and Ohio Railroad Company, provided that, effective upon a
          Participant's retirement on or after March 1, 1983, creditable service
          under the Special Plan and Pension Plans shall not exceed 44 years.

     (b)  To those Participants in the Special Plan who are listed in Appendix
          I, and who are also participants in the Pension Plans, additional
          creditable service under the Special Plan will be granted as indicated
          for each individual as shown in Appendix I, provided that additional
          creditable service under the Special Plan and credited service under
          the Pension Plans at retirement shall not exceed 44 years.

     (c)  On and after March 1, 1983, new admissions into the class of persons
          who may become Participants in the Special Plan to receive additional
          creditable service hereunder shall only include participants in the
          Pension Plans who are appointed by the Chief Executive Officer or his
          designee.

     (d)  In addition to the additional creditable service granted to
          Participants under (a) or (b) above, beginning March 1, 1983, one year
          of additional creditable service shall be granted for each year of
          actual service (with allowances for months less than twelve) between
          ages 45 and 65 during which a person is a Participant.  Those who
          become qualified as provided in (c) above shall have one year of
          additional credited service granted, beginning no earlier than the
          date they are both a Participant and at least age 45, for each year of
          actual service (with allowances made for months less than twelve)
          during which they remain a Participant, but only up to age 65.
          Additional creditable service granted under the Special Plan shall be
          combined with credited service under the Pension Plan (but only if
          credited service under the Pension Plans does not exceed 44 years), to
          result in total credited service and additional creditable service
          under the Pension Plans and the Special Plan which shall not exceed a
          maximum of 44 years.  The position, compensation, and other conditions
          upon which a non-contract employee's participation herein is based
          shall be determined from time to time in the absolute discretion of
          the Compensation Committee.  Effective December 31, 1993, there shall
          be no new admissions into the class of persons who may receive
          additional benefits pursuant to this subsection 4(d); provided,
          however, the Chief Executive Officer may, by express agreement, offer
          the additional benefits pursuant to this subsection 4(d) to selected
          individuals.

     (e)  Anything to the contrary notwithstanding, any Participant in the
          Special Plan receiving additional creditable service under this
          Subsection 4, and whose responsibilities and compensation are reduced,
          may, in the discretion of the Compensation Committee or the Chief
          Executive Officer, cease to receive any further additional creditable
          service hereunder.

     (f)  A Participant's accrual of additional creditable service as provided
          herein shall not be subject to termination except as provided in
          subparagraph (e) above, or upon retirement or termination of
          employment.

                                       4

<PAGE>

     (g)  Prior to January 1, 1992, a Participant who receives benefits under a
          Salary Continuance and Long-Term Disability Plan of the Company shall
          continue to accrue additional creditable service hereunder subject to
          the same rules that are applicable in such instances under the Pension
          Plans.

     (h)  It is the intent of this Section V that, for the purpose of the
          Special Plan, the additional creditable service provided hereunder
          when added to credited service under the Pension Plans or otherwise,
          shall not in any case exceed 44 years in the aggregate.

     (i)  To those Participants who become qualified as provided in (a), (b) or
          (c) above, a special retirement allowance shall be payable under the
          Special Plan to such Participants or their surviving spouses equal to
          any amount due under the Pension Plans which is not paid in full under
          the Pension Plans.

     (j)  Notwithstanding the preceding, following a Change of Control, any
          additional service or benefits granted under Article V, Subsection 4
          shall be subject to the approval of the Benefits Trust Committee.

     5.   The Company shall accrue and pay under this Special Plan as an
additional supplemental benefit any annual pension benefits that would have been
payable under the Pension Plans as in effect on September 1, 1974, or
thereafter, if Sections 415(b) and 401(a)(17) of the Internal Revenue Code, and
any other relevant provisions of law that impose limitations or have the effect
of limiting the accrual of benefits under the Pension Plans, had not been
enacted into law, unless such additional supplemental benefit is provided by the
Company through another plan created for that purpose.

     6.   The Company shall accrue reserves to the credit of the Special Plan in
advance to cover the costs of any additional creditable service, pensions or
benefits granted under Subsections 3 and 4 hereof, and such pensions or benefits
or special retirement allowances reflecting such credit shall be paid under the
Special Plan.  Where additional creditable service is granted, upon retirement
in accordance with the provisions of the Pension Plans, the Participant shall
receive a special retirement allowance equal to the difference between the
retirement allowance computed under the Pension Plans and the amount which would
be payable if the additional credit granted hereunder had been included with the
actual credited service in the computation of the retirement allowance payable
under the Pension Plans.  Where a pension or other benefit is granted to a
Participant, such pension or benefit shall be payable as a special retirement
allowance from the Special Plan.

     7.   Notwithstanding any other provision of this Special Plan to the
contrary, the Chief Executive Officer of the Company (the "CEO") may designate
certain senior executives of the Company or its affiliates as eligible to elect,
prior to the commencement of their retirement benefits under the Company's
qualified pension plan, to receive (or for a beneficiary to receive in the event
of the executive's death) the actuarial present value of their benefits under
this Special Plan in a lump sum. Such election shall be made in accordance with
rules established by the Plan Administrator and shall not be effective until six
months after it is made.  An election may be changed at any time prior to
commencement of retirement benefits, but such change shall not be effective
until six months after it is made.  For purposes of this subsection 7,
"actuarial present value" shall be determined as of the date of the payment of
the benefit using the UP 1994 Mortality Table, set back one year, and a discount
rate of 5%, or other such rate as the Compensation Committee may establish from
time to time.  A Participant as to whom a lump sum distribution has been elected
may also elect to lock in, by notifying the Plan Administrator in writing, the
applicable discount rate for three calendar years beyond the year in which the
election to do so is made (or such longer or extended period as the CEO may from
time to time approve).  At least six (6) months advance notice will be provided
with respect to any proposed change in the manner or basis in which the discount
rate to be used to calculate lump sums is determined.  Further, in the event of
a Change of Control, the Benefits Trust Committee shall assume all
responsibilities of the CEO and the Chairman of the Compensation Committee under
this subsection.

     8.   The Company shall accrue and pay under this Special Plan any annual
pension benefit which otherwise would have been payable under the Pension Plans
but for the Participant's deferral of compensation under the Company's Deferred
Compensation Program, Supplementary Savings and Incentive Award Deferral Plan,
or under any other deferred compensation arrangement approved by the
Compensation Committee.

                                       5

<PAGE>

     9.   The obligations of the Company or any of its affiliated corporations
and the benefit due any Participant, surviving spouse or beneficiary under this
Plan shall be reduced by any amount received in regard thereto under the
Benefits Assurance Trust or any similar trust or other vehicle.

Section VI - FUNDING METHOD
---------------------------

     1.   The benefits provided under the Special Plan shall be financed by the
Company and no contribution shall be required of Participants.  The Company
shall accrue reserves on its books as follows:

     (a)  As of March 1, 1983, an amount shall be calculated with respect to the
          Former Plans which shall be the actuarially determined present value
          as of that date of all special retirement allowances payable under the
          Former Plans and, under a schedule approved by the Company's
          Independent Accountant, the reserve previously accrued will be
          adjusted.

     (b)  As of March 1, 1983, the actuarially determined present value as of
          that date of all special retirement allowances payable under Section
          V, Subsection 4(b) shall be calculated and, under a schedule approved
          by the Company's Independent Accountant, a reserve equal to that
          amount established.

     (c)  During the year 1983, there shall be accrued the amount required to
          allow regular interest on the adjusted reserve provided in (a) and (b)
          above.  Each year thereafter there shall be accrued the amount
          required to allow regular interest on the average reserves standing to
          the credit of the Special Plan during the preceding year.

     (d)  Each year the reserves shall be adjusted to reflect the payment of
          special retirement allowances during the year.

     (e)  Such additional reserves shall be accrued from time to time as may be
          required in accordance with Section V, Subsections 3 and 4, on account
          of grants thereunder made after March 1, 1983.

     (f)  There shall be accrued from time to time, as required, additional
          reserves on account of benefits pursuant to Section V, Subsection 6.

     (g)  At such times as the Plan Administrator shall recommend, the reserves
          accrued to the credit of the Special Plan shall be adjusted on the
          basis of actuarial valuations to reflect the experience under the
          Special Plan, or amendments thereto, or changes in the rate of regular
          interest, or any other actuarial assumptions.

     2.   The Company shall provide all funds required for the administration
expenses of the Special Plan.

     3.   The Company has established the CSX Corporation and Affiliated
Companies Benefits Assurance Trust ("Trust").  Except as provided in Section XI,
the Company is not obligated to make any contribution to the Trust.

     4.   The Special Plan is intended to be unfunded for tax purposes and for
purposes of Title I of ERISA.  Participants in the Special Plan have the status
of general unsecured creditors of the Company, and the Special Plan constitutes
a mere promise by the participating employer to make benefit payments in the
future.

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

Section VII - ADMINISTRATION OF SPECIAL PLAN
--------------------------------------------

     1.   Prior to a Change of Control, the Plan Administrator for the CSX
Pension Plan shall be responsible for the general administration of the Special
Plan and for carrying out its provisions.

                                       6

<PAGE>

     2.   Following a Change of Control, the Benefits Trust Committee may remove
and/or replace the Plan Administrator as to the Special Plan.  Additionally,
following a Change of Control, any and all benefits determinations for
Participants, their beneficiaries, heirs and assigns and decisions regarding
benefit claims under this Special Plan shall rest with the Benefits Trust
Committee or its delegate in its sole and absolute discretion.

Section VIII - MODIFICATION, AMENDMENT AND TERMINATION
------------------------------------------------------

     1.   The Special Plan represents a contractual obligation heretofore
entered into by the Company in consideration of services rendered and to be
rendered by Participants covered under the Special Plan.  Prior to a Change of
Control, the Company reserves the right at any time and from time to time to
modify or amend in whole or in part any or all of the provisions of this Special
Plan, or to terminate this Special Plan; provided, however, prior to December 1,
1991, no modification or amendment shall be made to this Special Plan unless
there have been modifications or amendments to correlative provisions of the
Pension Plans, and any modifications or amendments to this Special Plan shall
coincide with the modifications or amendments of the Pension Plans (except
nonconforming revisions to administrative provisions shall be permitted); and
provided, further, that this Special Plan shall only be terminated if the
Pension Plans are terminated, subject to the following limitations:

     (a)  In the event any modification or amendment adversely affects the
          benefits to be received by a retired Participant and the designated
          surviving spouse of a retired Participant, they shall be entitled to
          receive for life the special retirement allowance they would have
          received had the Special Plan not been modified or amended, and each
          designated surviving spouse of a retired Participant shall become
          entitled to receive for life the special retirement allowance that
          such designated surviving spouse would have received had the Special
          Plan not been modified or amended.

     (b)  In the event of the termination of this Special Plan, each retired
          Participant and designated surviving spouse of a retired Participant
          shall be entitled to receive for life the special retirement allowance
          they would have received had the Special Plan not been terminated, and
          each designated surviving spouse of a retired Participant shall become
          entitled to receive for life the special retirement allowance that
          such designated surviving spouse would have received had the Special
          Plan not been terminated.

     (c)  In the event any modification or amendment adversely affects the
          benefit which an active Participant would have been entitled to
          receive if such amendment or modification had not been made, such
          active Participant shall, so long as he remains in the active service
          of the Company, only continue to accrue creditable service and
          benefits prospectively in accordance with the provisions of the
          Special Plan as so modified or amended, unless the Participant shall
          earlier cease to receive any additional creditable service as provided
          in Section V, Subsection 4(e).

     (d)  In the event this Special Plan is terminated, each active Participant,
          in consideration of his continued service to the Company until the
          date of his termination from active employment by retirement or
          otherwise, shall be entitled to retain his accrued additional service,
          or pension or benefits as granted hereunder to such Participant, in
          accordance with the provisions of this Special Plan in effect on the
          day prior to the date of termination, unless the Participant shall
          earlier cease to receive any additional creditable service as provided
          in Section V, Subsection 4(e).

     (e)  In lieu of paying special retirement allowances in accordance with the
          foregoing provisions, the Plan Administrator, at its election, may
          direct the discharge of all obligations to retired Participants,
          designated spouses of retired Participants, and active Participants by
          cash payments of equivalent actuarial value or through the provision
          of immediate or deferred annuities or other periodic payments of
          equivalent actuarial value, as it shall in its sole discretion
          determine, provided that following a Change of Control, the authority
          to make such decisions shall rest solely with the Benefits Trust
          Committee.


                                       7
<PAGE>

     2.   Following a Change of Control, this Special Plan may not be amended or
terminated without the approval of the Benefits Trust Committee.

Section IX - NON-ALIENATION OF BENEFITS
---------------------------------------

     1.   No benefit under the Special Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to do so shall be void, except as specifically provided
in the Special Plan, nor shall any benefit be in any manner liable for or
subject to the debt, contracts, liabilities, engagements, or torts of the person
entitled to such benefit; and in the event that the Plan Administrator shall
find that any active or retired Participant or designated spouse or spouse under
the Special Plan has become bankrupt or that any attempt has been made to
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any of
his benefits under the Special Plan, except as specifically provided in the
Special Plan, then such benefits shall cease to accrue and shall be determined,
and in that event, the Plan Administrator shall hold or apply the same to or for
the benefit of such active or retired Participant or spouse, in such manner as
the Plan Administrator may deem proper.

     2.   Notwithstanding the preceding, following a Change of Control, the Plan
Administrator shall not implement such action without the consent of the
Benefits Trust Committee.

Section X - MISCELLANEOUS PROVISIONS
------------------------------------

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

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

Section XI - CHANGE OF CONTROL
------------------------------

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

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

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


                                       8
<PAGE>

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

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

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

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

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

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

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

     "Actuarial present value" shall be determined using the UP 1994 Mortality
Table, set back one year, and a discount rate of 5%, or other such rate as the
Compensation Committee may establish from time to time, or, where applicable
and, if lower, the "lock in rate" elected by a Participant pursuant to
Subsection 7 of Section V and in effect.  Discount rates producing lower lump
sums not in effect for at least six (6) months at the time of a Change of
Control shall be disregarded.

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

     4.   Notwithstanding anything in this Special Plan to the contrary, each
Participant who has made an election under subsection (3), above, may elect
within 90 days following a Change of Control, in a time and manner determined by
the Compensation Committee, to receive a lump sum payment calculated under the
provisions of subsection (2), above, determined as of the Valuation Date next
preceding such payment, except that such amount shall be reduced by 5% and such
reduction shall be irrevocably forfeited to the Company by the Participant.
Furthermore, as a result of such election, the Participant shall no longer be
eligible to participate or otherwise benefit under the Special Plan.  Payments
under this subsection (4) shall be made not later than 7 days following receipt
by the Company of the Participant's election.  The Compensation Committee shall,
no later than 7 days after a Change of Control has occurred,


                                       9
<PAGE>

cause written notification to be given to each Participant eligible to make an
election under this subsection (4), that a Change of Control has occurred and
informing such Participant of the availability of the election.

     5.   As used in this Plan the term "Change of Control" shall mean:

          (a)  Stock Acquisition.  The acquisition, by any individual, entity or
               -----------------
               group [within the meaning of Section 13(d)(3) or 14(d)(2) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act")]
               (a "Person") of beneficial ownership (within the meaning of Rule
               13d-3 promulgated under the Exchange Act) of 20% or more of
               either (i) the then outstanding shares of common stock of the
               Company (the "Outstanding Company Common Stock"), or (ii) the
               combined voting power of the then outstanding voting securities
               of the Company entitled to vote generally in the election of
               directors (the "Outstanding Company Voting Securities");
               provided, however, that for purposes of this subsection (a), the
               --------  -------
               following acquisitions shall not constitute a Change of Control:
               (i) any acquisition directly from the Company; (ii) any
               acquisition by the Company; (iii) any acquisition by any employee
               benefit plan (or related trust) sponsored or maintained by the
               Company or any corporation controlled by the Company; or (iv) any
               acquisition by any corporation pursuant to a transaction which
               complies with clauses (i), (ii) and (iii) of subsection (c) of
               this Section XI(5); or

          (b)  Board Composition.  Individuals who, as of the date hereof,
               -----------------
               constitute the Board of Directors (the "Incumbent Board") cease
               for any reason to constitute at least a majority of the Board of
               Directors; provided, however, that any individual becoming a
               director subsequent to the date hereof whose election or
               nomination for election by the Company's shareholders, was
               approved by a vote of at least a majority of the directors then
               comprising the Incumbent Board shall be considered as though such
               individual were a member of the Incumbent Board, but excluding,
               for this purpose, any such 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
               --------------------
               Company of a reorganization, merger, consolidation or sale or
               other disposition of all or substantially all of the assets of
               the Company or its principal subsidiary that is not subject, as a
               matter of law or contract, to approval by the Interstate Commerce
               Commission or any successor agency or regulatory body having
               jurisdiction over such transactions (the "Agency") (a "Business
               Combination"), in each case, unless, following such Business
                                            ------
               Combination:

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


                                      10
<PAGE>

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

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

       (d)   Regulated Business Combination. Approval by the shareholders of the
             ------------------------------
             Company of a Business Combination that is subject, as a matter of
             law or contract, to approval by the Agency (a "Regulated Business
             Combination") unless such Business Combination complies with
                           ------
             clauses (i), (ii) and (iii) of subsection (c) of this Section
             XI(5); or

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

   6.  For purposes of this Section XI, the term "Valuation Date" means the last
day of each calendar year and such other dates as the Plan Administrator deems
necessary or appropriate to value the Participant's benefits under this Special
Plan, except that following a Change of Control, the Benefits Trust Committee
shall have final approval of any date selected other than the last day of each
calendar year.

Section XII - CONSTRUCTION
--------------------------

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







                                      11
<PAGE>

                                  APPENDIX I

              PARTICIPANT'S GRANTED ADDITIONAL CREDITABLE SERVICE
                          PURSUANT TO SECTION V(4)(b)