EXHIBIT 10.A

                           KENAN TRANSPORT COMPANY

                     Senior Managers' Life Insurance Plan
                     ------------------------------------


                                   Purpose
                                   -------

The purpose of the Senior Managers' Life Insurance Plan of Kenan Transport
Company is to provide life insurance benefits to a select number of senior
level Employees who contribute materially to the continued growth,
development, and future business of Kenan Transport Company.



                                  Article I
                                 Definitions
                                 -----------

For the purpose hereof, unless otherwise required by the context, the
following phrases or terms shall have the following meanings:

1.0   "Beneficiary" shall mean the person(s), trust(s), or the estate of a
      Participant, entitled to receive any benefits under an Insurance
      Policy obtained pursuant to this Plan upon the death of a 
      Participant.

1.1   "Board" shall mean the Board of Directors of Kenan Transport
      Company.

1.2   "Committee" shall mean the Compensation Committee of the Board.

1.3   "Company" shall mean Kenan Transport Company, a North Carolina 
      corporation, and its subsidiaries or affiliates.

1.4   "Employee" shall mean any person who is in the regular full time
      employment of the Company as determined by the personnel policies of
      the Company.

1.5   "Insurance Policy" shall mean one or more life insurance contract(s)
      issued by the Insurer on the life of a Participant.

1.6   "Insurer" shall mean the insurance company or companies to which
      both a Participant and the Company shall apply for insurance on the
      Participant's life, and which issues an Insurance Policy.

1.7   "Normal Plan Agreement Termination Date" shall mean the later of (i)
      the date a Participant attains age 65, or (ii) the date a
      Participant has participated in the Plan for ten (10) years.



                                      1<PAGE>
1.8   "Participant" shall mean an Employee who is eligible to participate
      and elects to participate in this Plan as provided in Article II
      hereof.

1.9   "Plan" shall mean the Senior Managers' Life Insurance Plan of Kenan
      Transport Company, which shall be evidenced by this instrument, as
      amended from time to time, and by each Participant's Plan Agreement.

1.10  "Plan Agreement" shall mean the form of written agreement, which is
      entered into by and between the Company and a Participant.


                                      
                                 Article II
                         Eligibility and Membership
                         --------------------------

2.0   Certain senior level Employees of the Company, as selected by the
      Board or the Committee, and actively employed by the Company on or
      after January 1, 1996, shall be eligible to participate in this
      Plan.  Eligible Employees may elect to participate in this Plan but
      are not required to do so.

2.1   A Participant continues to be eligible to participate in this Plan
      regardless of job classification.

2.2   As a condition of participation, each eligible Employee shall
      complete, execute, and return to the Company a Plan Agreement in the
      form approved by the Committee and will comply with such further
      conditions as may be established by the Committee.

2.3   A Participant in this Plan waives his or her right to insurance
      coverage under any group term insurance program sponsored by the
      Company.

2.4   Once a Participant has terminated participation in this Plan, he or
      she may only again become eligible to participate in this Plan as
      determined by the Committee.

2.5   In the event that a Participant becomes disabled, as defined by the
      Company's long-term disability program, and such disability
      continues until the Normal Plan Agreement Termination Date, then
      subject to Section 6.0(E), his or her Plan Agreement shall remain in
      effect until the Normal Plan Agreement Termination Date, provided
      that the Participant continues to make the required premium
      contributions, as provided in Section 3.4. If the Participant
      subsequently ceases to be disabled prior to the Normal Plan
      Agreement Termination Date, and the Participant does not resume
      active employment by the Company, the Participant's Plan Agreement
      shall terminate.




                                      2<PAGE>
                                 Article III
                       Procurement of Insurance Policy
                       -------------------------------

3.0   The Company and a Participant shall apply to the Insurer for an
      Insurance Policy on such Participant's life in the amount approved
      by the Company. The Participant shall:

      (A)   furnish such information as the Insurer may require,

      (B)   take such physical examinations as may be requested by the
            Insurer, and

      (C)   do any other act to comply with the underwriting and policy
            issuance requirements which may reasonably be requested by the
            Insurer.

3.1   If a Participant does not cooperate in the securing of such
      insurance, or if he or she is for any reason unable to obtain
      insurance in the specified amount on his or her life at standard
      rates or rates otherwise acceptable to the Company, the Company
      shall have no obligation to the Participant under this Plan and the
      Participant's Plan Agreement shall terminate.

3.2   The sole source of benefits under this Plan to a Participant shall
      be from the Insurance Policy in which the Participant has ownership
      rights pursuant to his or her Plan Agreement.

3.3   The Company shall have no obligation of any nature whatsoever to a
      Participant or his or her Beneficiary under this Plan or a
      Participant's Plan Agreement, if the circumstances of the
      Participant's death preclude payment of death proceeds under the
      Insurance Policy.

3.4   The amount of annual premium attributable to or due from a
      Participant hereunder for each year shall be an amount equal to the
      Insurer's then current premium rate for annually renewable term
      insurance for standard risks based on the Participant's age
      multiplied by the Participant's amount of coverage. While a
      Participant is actively employed by the Company, such required
      premium attributable to the Participant shall be paid by the Company
      and added to the Participant's annual W-2.  A Participant not
      actively employed by the Company, who is eligible to continue to
      participate in this Plan pursuant to Sections 2.5 or 7.4 shall
      either pay his or her annual premium amount directly to the Company,
      or, if available, authorize the Company to withhold such payments
      from post-retirement benefit payments to the extent permitted by
      law. On or before the due date of each Insurance Policy premium
      payable prior to termination of a Participant's Plan Agreement, or
      within the grace period provided in the Insurance Policy, the
      Company shall forward to the Insurer the full amount of the premium
      then due.


                                      3<PAGE>
                                 Article IV
                           Incidents of Ownership
                           ----------------------

4.0   A Participant shall retain and may exercise all rights of ownership
      with respect to the Insurance Policy except as otherwise hereinafter
      provided. These rights include, but are not limited to, (i) the
      right to designate and change the Beneficiary of death proceeds
      under the Insurance Policy, but only to the extent of the amount of
      proceeds indicated on Schedule A attached to his or her Plan
      Agreement, (ii) the right to elect any optional mode of settlement
      with respect to such death proceeds, and (iii) the right to
      surrender or cancel the Insurance Policy subject to the Company's
      interest in the Insurance Policy.

4.1   A Participant shall execute a collateral assignment of the Insurance
      Policy to the Company as security for any and all liabilities
      incurred arising with respect to premium payments made by the
      Company.

4.2   This collateral assignment of the Insurance Policy shall grant to
      the Company the following specific rights:

      (A)   The limited right to obtain one or more loans or advances on
            the Insurance Policy to the extent of the Company's interest
            under the terms of this Plan and to pledge or assign the
            Insurance Policy as security for such loans or advances.

      (B)   The right to determine how the dividends in each Insurance
            Policy will be applied, whether to reduce premiums or to
            purchase paid-up addition or otherwise.

      (C)   The right to collect from the Insurance Policy the Company's
            interest in the net proceeds of the Insurance Policy when it
            becomes a claim by death (as provided in Section 5.1), or
            termination of a Plan Agreement (as provided in Section 6.1).


4.3   The Company, as assignee, shall upon request forward without
      unreasonable delay to a Participant or a Participant's Beneficiary,
      as appropriate, the Insurance Policy for endorsement of any
      designation or change of Beneficiary or any election of an optional
      mode of settlement.

4.4   While a Plan Agreement is in force, a Participant may not borrow
      either directly or indirectly against his or her Insurance Policy or
      pledge his or her interest in the Insurance Policy.







                                      4<PAGE>
                                  Article V
            Death Proceeds Prior to Termination of Plan Agreement
            -----------------------------------------------------

5.0   A Participant shall designate his or her Beneficiary to receive
      death benefits under the Insurance Policy upon the death of the
      Participant prior to the termination of his or her Plan Agreement,
      but only to the extent of the amount of proceeds indicated on
      Schedule A attached to his or her Plan Agreement. If more than one
      Beneficiary is named, the shares and preference of each shall be
      indicated. The Participant shall execute a Beneficiary designation
      on the form approved by the Insurer. Such Beneficiary designation
      shall not be terminated, altered or amended by the Company, without
      the express written consent of the Participant.  The Company and the
      Participant shall take all action necessary to cause such
      Beneficiary designation to conform to the provisions of this Plan
      and the Participant's Plan Agreement.

5.1   Upon the death of a Participant prior to termination of his or her
      Plan Agreement, death proceeds provided under the Insurance Policy
      shall be allocated to the Participant's Beneficiary and the Company.
      The Participant?s Beneficiary shall be entitled to death proceeds in
      the amount indicated on Schedule A attached to his or her Plan
      Agreement. The Company shall be entitled to the balance of death
      proceeds in the Insurance Policy.

5.2   A Participant shall have the right at any time to submit a new
      Beneficiary designation, on the form approved by the Insurer, to the
      Company. The Company shall then promptly mail such form to the
      Insurer.

5.3   No change in Beneficiary shall be effective until acknowledged in
      writing by the Insurer.  Thereafter, a copy of the written
      acknowledgment shall be returned promptly by the Company to the
      Participant.

5.4   Any payment made by the Insurer in accordance with the designation
      of Beneficiary contained in the most recent Beneficiary designation
      filed with the Insurer shall fully discharge the Insurer from all
      further obligations with respect to such payment.

5.5   A Beneficiary may select any settlement option under the Insurance
      Policy of his or her portion of the death benefit proceeds. The
      Company agrees to co-execute and deliver to the Insurer the
      necessary forms to select the requested settlement options.









                                      5<PAGE>
                                 Article VI
                       Termination of a Plan Agreement
                       -------------------------------

6.0   A Plan Agreement entered into pursuant to this Plan shall terminate
      upon the occurrence of any of the following events prior to the
      death of a Participant:

      (A)   The Normal Plan Agreement Termination Date specified in
            Section 1.7.

      (B)   Termination of a Participant's employment with the Company
            prior to the Normal Plan Agreement Termination Date, except as
            otherwise provided in Sections 2.5 or 7.4.

      (C)   Total cessation of the Company's business or the final
            adjudication of bankruptcy, receivership or dissolution of the
            Company, unless the Company's business is continued by a
            successor company or business entity.

      (D)   Termination of the Plan Agreement by a Participant upon
            written notice to the Company or by reason of a Participant's
            failure to pay his or her required premium contribution as
            provided in Section 3.4.

      (E)   Termination of this Plan by the Board in its sole discretion,
            as provided in Section 7.0

6.1   If a termination of a Participant's Plan Agreement occurs, the
      obligation of the Company to make any premium payments shall cease
      and the rights of the Company and the Participants shall be
      controlled by Sections 6.2 and 6.3.

6.2   Upon termination of a Plan Agreement prior to the death of a
      Participant, the Company shall have the unqualified right to the
      lesser of (i) the amount of cumulative premiums paid with respect to
      such Insurance Policy, net of any cumulative premiums paid by the
      Participant pursuant to Section 3.4 or (ii) the cash surrender value
      of the Insurance Policy, less in either case any Insurance Policy
      indebtedness to the Insurer incurred by the Company and any unpaid
      interest on such indebtedness. After the Company has exercised this
      right, it will no longer have any interest in the Insurance Policy.

6.3   At the termination of a Plan Agreement and after the Company
      exercises its right under Section 6.2, a Participant shall be
      entitled to all rights under the Insurance Policy.  The Participant
      agrees that he or she will not deal with the Insurance Policy other
      than in a manner expressly provided for in this Plan and his or her
      Plan Agreement until after his or her Plan Agreement is terminated.





                                      6<PAGE>
                                 Article VII
 Termination or Modification of the Plan; Change in Control of the Company
 -------------------------------------------------------------------------

7.0   The Company reserves the right to terminate this Plan at any time,
      based on a decision made solely by the Board.

7.1   The Company reserves the right to totally or partially amend, modify
      or supplement this Plan at any time, based on a decision made solely
      by the Board.

7.2   No action to terminate, amend, modify or supplement the Plan shall
      be taken except upon 30 days' prior written notice to each affected
      Participant.

7.3   If a termination of this Plan occurs, the obligation of the Company
      to make any premium payments shall cease and the rights of the
      Company and the Participants shall be controlled by Article VI.

7.4   If a participant has been participating in this Plan for less than
      ten (10) years and there is a Change in Control of the Company, as
      defined in Section 7.5, and there is then a termination of the
      Participant's employment within two years of the Change in Control
      as a result of which the Participant would be deprived of benefits
      under the Plan, the Participant's Plan Agreement (and the Company
      premium payment obligation under Sections 3.4) will continue in
      effect for a period of ten (10) years from the effective date of the
      Participant's Plan Agreement, unless modified or terminated by
      mutual consent, provided that the Participant continues to make the
      required premium contributions as provided in Section 3.4.

7.5   For purposes of Section 7.4, a Change in Control of the Company
      shall occur when, within a twelve (12) month period, there is either
      a sale or transfer of all or substantially all of the assets of the
      Company, or a 50% change in ownership of the Company through a
      merger, the sale of shares by the shareholders, or the issuance of
      new stock to new shareholders. Excepted from this definition shall
      be sales of stock among the existing shareholder group or to an
      employee stock ownership trust or similar employee stock ownership
      vehicle, a change in relative stock ownership in the existing
      shareholder group by redemption, a public or secondary offering, and
      transfers outright or intrust by gift or inheritance.












                                      7<PAGE>
                                Article VIII
                            Retention of Services
                            ---------------------

8.0   Nothing contained in this Plan or a Plan Agreement shall be
      construed as a contract of employment between the Company and a
      Participant, or as a right of any Participant to be continued in the
      employment of the Company, or as a limitation of the right of the
      Company to discharge any of its employees, with or without cause.



                                 Article IX
                         Administration of the Plan
                         --------------------------

9.0   The sole right of construction, interpretation and general
      administration of this Plan shall be vested in the Committee.  

9.1   The Committee shall establish rules, forms and procedures for the
      administration of this Plan from time to time, including a claims
      procedure.  The Committee shall have the exclusive right to decide
      any and all matters arising in connection with the administration of
      this Plan.

9.2   The Committee may appoint an administrator and delegate its
      administrative and fiduciary responsibilities to such administrator.



                                  Article X
                                Miscellaneous
                                -------------

10.0  Any notice which shall or may be given under this Plan or a Plan
      Agreement shall be in writing and shall be mailed by United States
      Mail, postage pre-paid.  If notice is to be given to the Company,
      such notice shall be marked as indicated below and mailed to the
      Company at its general offices:

            Kenan Transport Company
            Post Office Box 2729
            Chapel Hill NC   27515-2729

      If notice is to be given to a Participant, such notice shall be
      addressed to the address shown on such Participant's Plan Agreement.

10.1  Any party may change the address to which notices shall be mailed
      from by giving written notice of such new address.





                                      8<PAGE>
10.2  This Plan shall be binding upon the Company and its successors and
      assigns, and upon a Participant, his or her Beneficiary, heirs,
      executors and administrators.

10.3  This Plan shall be construed and governed in all respects under and
      by the laws of and in courts sitting in the State of North Carolina,
      to the extent not pre-empted by Federal law.  If any provision of
      this Plan shall be held by a court of competent jurisdiction to be
      invalid or unenforceable, the remaining provisions hereof shall
      continue to be fully effective.

10.4  Headings and subheadings in this Plan are inserted for convenience
      and reference only and do not constitute any part of this Plan.


10.5  This Plan may be executed in an original or any number of
      counterparts, each of which shall constitute an original of one and
      the same instrument.



                                Article XI  
                               Effective Date
                               --------------

11.0  The effective date of this Plan shall be April 1, 1996.


      IN WITNESS WHEREOF, the Senior Mangers' Life Insurance Plan of Kenan
      Transport Company, having been duly approved and adopted by the
      Board, is executed on behalf of the Company as of the first day of
      April, 1996.

                              Kenan Transport Company:

                              By:   /s/   Lee P. Shaffer
                                    ------------------------------
                                    President

Attest:

By:   /s/  William L. Boone
      ------------------------
      Vice President - Finance


[Corporate Seal]







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