Deferred Compensation Program - CSX Corp.


                          DEFERRED COMPENSATION PROGRAM
                        FOR EXECUTIVES OF CSX CORPORATION
                            AND AFFILIATED COMPANIES

                     As Amended and Restated January 1, 1998



1.      Purpose

        The purpose of this Program is to provide  eligible  executives  with an
opportunity to supplement their retirement  income.  This Program is intended to
benefit a select group of management or highly compensated employees.

2.      Definitions

        2.1   '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.

        2.2  'Affiliated  Company'  means the  Corporation  and any  company  or
corporation  directly or  indirectly  controlled  by the  Corporation  which the
Compensation   Committee   designates  for  participation  in  this  Program  in
accordance with Section 15.2.

        2.3 'Award' means, for any year, the amount awarded to an employee of an
Affiliated  Company for that year and,  in the  absence of a Deferral  Agreement
with respect to such  amount,  payable to him in the  succeeding  year under the
MICP, including any special incentive award.

        2.4 'Benefits Trust Committee'  means the committee  created pursuant to
the CSX Corporation and Affiliated Companies Benefits Assurance Trust Agreement.

        2.5 'Board' means the Board of Directors of the Corporation.

        2.6 'Change of Control' shall mean any of the following:

                      (a) Stock Acquisition. The acquisition, by any individual,
               entity or group  [within  the  meaning  of  Section  13(d)(3)  or
               14(d)(2) of the Securities  Exchange Act of 1934, as amended (the
               'Exchange Act')] (a 'Person') of beneficial ownership (within the
               meaning of Rule 13d-3  promulgated under the Exchange Act) of 20%
               or more of either (i) the then outstanding shares of common stock
               of the Corporation (the 'Outstanding  Corporation Common Stock'),
               or (ii) the combined voting power of the then outstanding  voting
               securities of the  Corporation  entitled to vote generally in the
               election  of  directors  (the  'Outstanding   Corporation  Voting
               Securities');  provided,  however,  that  for  purposes  of  this
               subsection (a), the following acquisitions shall not constitute a
               Change  of  Control:   (i)  any  acquisition  directly  from  the
               Corporation;  (ii) any acquisition by the Corporation;  (iii) any
               acquisition  by any  employee  benefit  plan (or  related  trust)
               sponsored or maintained  by the  Corporation  or any  corporation
               controlled by the  Corporation;  or (iv) any  acquisition  by any
               corporation pursuant to a transaction which complies with clauses
               (i), (ii) and (iii) of subsection (c) of this Section 2.6; 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 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 XI(5); 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.

        2.7  'Compensation  Committee' means the  Compensation  Committee of the
Board.

        2.8 'Corporation' means CSX Corporation, a Virginia corporation, and any
successor thereto by merger, purchase or otherwise.

        2.9  'Corporation's  Accountant's'  means the independent  accountant or
accountants  engaged by the Corporation and, if selected or changed  following a
Change of Control, approved by the Benefits Trust Committee.

        2.10 'Deferral  Agreement'  means a completed  agreement,  including any
attachments and appendices thereto, in the form determined by the Administrator,
between  an  Eligible  Executive  and the  Affiliated  Company of which he is an
employee, under which the Eligible Executive agrees to defer all or a portion of
his Award in accordance with the provisions of Section 3.

        2.11  'Deferral  Date'  means  with  respect to any  Deferral  Agreement
entered into by an Eligible  Executive,  the first day of the month in which the
Award  subject  to the  Deferral  Agreement  would be  payable  to the  Eligible
Executive in the absence of such Deferral Agreement.

        2.12   'Divisive   Transaction'   means  a  transaction   in  which  the
Participant's  employer  ceases  to  be a  Subsidiary  or  there  is a  sale  of
substantially all of the assets of the Subsidiary.

        2.13  'Eligible  Executive'  means,  for any  year,  an  employee  of an
Affiliated Company who is in salary grades 22 through 40 as of (a) December 30th
of such year or (b) for calendar  years  beginning on or after  January 1, 1986,
the date in such year he retired from the Affiliated  Companies or terminated on
account of disability,  as determined by the Administrator,  provided,  however,
that the Administrator, in its sole discretion, may designate any other employee
of an Affiliated Company as an Eligible Executive for such year. Notwithstanding
the preceding,  following a Change of Control,  such action by the Administrator
is subject to the approval of the Benefits Trust Committee.

        2.14  'Equivalent'  means of equal present or accumulated value based on
the  interest  rates  set  forth  in  the  applicable  Deferral  Agreements.  In
determining  Equivalent  values,  only  the  value of  benefits  for  which  the
eligibility requirements have been met shall be included.

        2.15  'MICP'  means  the  Affiliated   Companies'  Management  Incentive
Compensation Plans, as from time to time in effect.

        2.16 'Normal Retirement Date' means the later of:

                      (a) the  last day of the month in  which  a  Participant's
                62nd birthday occurs, or

                      (b) the earlier of (i) the last day of the month preceding
               the 2nd anniversary of the  Participant's  earliest Deferral Date
               or (ii) the last day of the month in which a  Participant's  65th
               birthday occurs.

        2.17  'Participant'  means an Eligible  Executive  who elects to defer a
portion of his Award in accordance with the provisions of Section 3.

        2.18 'Program' means this Deferred  Compensation  Program for Executives
of CSX Corporation and Affiliated Companies.

        2.19 'Service' means an employee's months of continuous  employment with
the  Affiliated  Companies.  In  the  event  the  employee  has a  break  in his
continuous  employment,  his period of  employment  prior to the break  shall be
credited  to the  employee  in  accordance  with the rules  governing  breaks in
service under the CSX Pension Plan.

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

        2.21 'Trust' means the CSX Corporation and Affiliated Companies Benefits
Assurance  Trust.  Except as  provided  in Section  18, the  Corporation  is not
obligated to make any contribution to the Trust.

        2.22  'Valuation  Date' means the last day of each calendar  quarter and
such other dates as the  Administrator  deems  necessary or appropriate to value
the  Participants'  benefits under this Program.  Following a Change of Control,
the Benefits  Trust  Committee  shall have final approval over any date selected
other than the last day of each calendar year.

3.      Deferral of Awards

        3.1 At any time 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 election shall be made by filing a 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.

        3.2    Subject to the provisions of Sections 3.3 and 3.4:

                      (a)    an  Eligible  Executive  in 1985 may elect to defer
               up to 100% of  his 1985 Award;

                      (b)    an  Eligible  Executive  in 1986 may elect to defer
               up to 100% of his 1986 Award;

                      (c)    an  Eligible  Executive  in 1988 may elect to defer
               up to 100% of his 1988 Award; and

                      (d)    an  Eligible  Executive  in 1989 may elect to defer
               up to 100% of his 1989 Award.

        3.3 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.  If an  Eligible  Executive  elects to defer  less than  this  amount,  his
election shall not be effective.

        3.4 In its sole discretion, the Compensation Committee may, at any time,
impose additional  limits on the maximum amount which an Eligible  Executive may
elect  to  defer  under  this  Program  in any  year  or may  impose  additional
requirements on the Eligible Executive's right to defer the maximum amount under
this Program in any year.

        3.5 An  Eligible  Executive's  election to defer all or a portion of his
Award shall be  effective on the last day such  deferral  may be elected,  under
Section 3.1, for the year for which the Award is made. 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.  Any such revocation or change
shall be made in a form and manner determined by the Administrator.

        3.6  Notwithstanding the preceding,  following a Change of Control,  any
discretionary  decisions made by the Compensation Committee or the Administrator
with  respect to this Section 3 shall be subject to the approval of the Benefits
Trust Committee.

4.      Normal Retirement Benefit

        A Participant who retires from employment with the Affiliated  Companies
on his Normal  Retirement Date shall receive a benefit  Equivalent to the sum of
the amounts set forth in the  Participant's  Deferral  Agreement(s) plus accrued
interest. The benefit shall be paid in 180 equal monthly installments commencing
on the first day of the month next following the Participant's  retirement date,
but  in no  event  prior  to the  first  day of the  month  next  following  the
Participant's  last Deferral Date, unless the Participant  elects to receive his
benefit in accordance with Section 9 of this Program.

5.      Delayed Retirement Benefit

        A Participant  who retires or otherwise  terminates his employment  with
the  Affiliated  Companies  after his Normal  Retirement  Date  shall  receive a
benefit  equal to the  benefit he would have  received  under  Section 4 had his
benefit commenced on his Normal Retirement Date, increased by 5/6 of 1% for each
complete  calendar  month  between his Normal  Retirement  Date and the date his
benefit commences.  The benefit shall be paid in 180 equal monthly  installments
commencing  on the first  day of the  month  next  following  the  Participant's
termination of  employment,  but in no event prior to the first day of the month
next  following the  Participant's  last Deferral Date,  unless the  Participant
elects to receive his benefit in accordance with Section 9 of this Program.

6.      Early Retirement Benefit

        A  Participant  who has  attained  age 55, has  completed  120 months of
Service and terminates his employment with the Affiliated Companies prior to his
Normal  Retirement  Date shall receive a benefit  commencing on the first day of
the month  following  his Normal  Retirement  Date but in no event  prior to the
first day of the month  following  the  Participant's  last Deferral  Date.  The
Participant's  benefit shall be equal to the benefit the Participant  would have
received  under  Section  4 had he  terminated  his  employment  on  his  Normal
Retirement Date.  However,  the Participant may elect a lump sum under Section 9
or may elect,  in a time and manner  determined  by the  Administrator,  to have
payment of his  benefit  commence  on the first day of any month  preceding  his
Normal  Retirement  Date,  and  following the latest of (i) his  termination  of
employment,  (ii) 24 months after his earliest Deferral Date and (iii) the first
of the month  following his last Deferral Date, in which event the amount of his
benefit shall be reduced by 5/6 of 1% for each complete  calendar  month between
the date his benefit commences and the first day of the month next following his
Normal Retirement Date.  However,  in no event shall the monthly benefit be less
than an amount Equivalent to the Participant's  deferrals with accrued interest.
Benefits  under this Section 6 shall be paid in 180 equal monthly  installments,
unless the Participant  elects to receive his benefit in accordance with Section
9 of this Program.

7.      Separation Benefit

        7.1 A Participant  who  terminates  his  employment  with the Affiliated
Companies prior to being eligible for a benefit under Sections 4 or 6, but after
having  completed  120  months of  Service,  shall  receive  a  monthly  benefit
commencing on the first day of the month next  following  his Normal  Retirement
Date; provided,  however, that a Participant shall not be eligible for a benefit
under this  Section 7.1 if the  Participant  terminates  employment  without the
consent of the Affiliated  Companies.  The benefit shall be equal to the monthly
benefit the  Participant  would have received  under Section 4 had he terminated
employment on his Normal Retirement Date.  However,  the Participant may elect a
lump sum pursuant to Section 9, or may elect, in a time and manner determined by
the  Administrator,  to have monthly  benefits  commence on the first day of any
month,  prior to his Normal Retirement Date, and following the latest of (i) his
termination of employment with the Affiliated Companies,  (ii) his 55th birthday
or (iii) the last day of the month prior to the 2nd  anniversary of his earliest
Deferral  Date, in which event the amount of his benefit shall be reduced by 5/6
of 1% for each complete  calendar  month between the date his benefit  commences
and the  first day of the month  next  following  his  Normal  Retirement  Date.
However, in no event shall the monthly benefit be less than an amount Equivalent
to the Participant's  deferred amounts with accrued  interest.  Monthly benefits
under this  Section  7.1 shall be paid in 180 equal  monthly  installments.  For
purposes of this program and  particularly  this  Section 7, if a  Participant's
employer is involved in a Divisive  Transaction,  the Participant will be deemed
to have terminated his employment with an Affiliated Company with the consent of
the Affiliated Company.

        7.2 A Participant  who  terminates  his  employment  with the Affiliated
Companies,  other than on account of death,  and is not  eligible  for a benefit
under  Section 7.1 shall  receive a single sum  payment  equal to the sum of the
amounts the  Participant  deferred  under his Deferral  Agreements  plus accrued
interest.  However,  if the  Participant  terminates  his  employment  with  the
Affiliated  Companies on account of a  disability  within the meaning of Section
8.1, he shall receive a benefit  under this Section 7.2 only if the  Participant
elects,  in a time and manner determined by the  Administrator,  to receive such
benefit and to cease accruing  Service under Section 8.1. The single sum payment
shall be made on the first day of the month  next  following  the  Participant's
termination of employment, or as soon as practicable thereafter. The Participant
shall not receive any other benefits under this Program.

8.      Disability

        8.1 A  Participant  who,  in the  sole  judgment  of the  Administrator,
becomes totally and permanently  disabled prior to his termination of employment
with the Affiliated  Companies,  and does not make an election under Section 7.2
to receive a benefit under such Section, shall continue to accrue Service during
his  period  of  disability  as  if he  remained  an  active  employee.  Such  a
Participant  shall be eligible to receive a benefit  under  Sections 4, 6 or 7.1
when he meets the age and Service requirements for such a benefit, provided that
following a Change of Control,  any decisions of the  Administrator  pursuant to
this Section 8.1 is subject to the approval of the Benefits Trust Committee.

        8.2 The Administrator may, in its sole discretion, require a Participant
to submit to a medical examination by a physician approved by the Administrator,
or present other evidence  satisfactory to the  Administrator,  to establish the
existence or continuance of his disability.  The  Administrator may require such
medical examination or other evidence not more than once per year. A Participant
who  refuses to submit to any  required  medical  examination  or to present any
other  required  evidence  under  this  Section  8.2 shall not be  disabled  for
purposes  of this  Program  and shall only be eligible to receive the benefit he
would have received under the Program had he terminated his employment  with the
Affiliated   Companies   immediately   prior  to  the  date  of  such   request.
Notwithstanding  the preceding,  following a Change of Control,  any decision by
the  Administrator  made  pursuant to this Section 8.2 is subject to approval by
the Benefits Trust Committee.

9.      Single Sum Payments

        A Participant  who is eligible to receive a benefit under Sections 4, 5,
6, 7.1 or 8.1 of the Program but whose benefits hereunder have not yet commenced
may,  with  the  consent  of the  Administrator,  elect,  in a time  and  manner
determined by the Administrator,  to receive his benefit in the form of a single
sum. The single sum shall be in the amount of the Participant's deferred amounts
plus accrued interest, provided that, in the case of a Participant then eligible
for immediate  commencement  of monthly  benefits,  such single sum shall not be
less  than an amount  Equivalent  to the value of such  monthly  benefits.  Such
single  sum shall be paid on the first day of the  fourth  month  following  the
later of (i) the  Participant's  termination  of employment  with the Affiliated
Companies,  or (ii) the date such  election is  received  by the  Administrator.
Notwithstanding  any other provision hereof,  such amount shall be determined as
of a date  three  months  prior to the date of  payment  and  shall  not  accrue
interest beyond such earlier date. Furthermore,  following a Change of Control ,
any decision of the  Administrator  made pursuant to this Section 8.2 is subject
to approval by the Benefits Trust Committee.

10.     Hardship Withdrawal

        10.1 While employed by the Affiliated  Companies,  a Participant may, in
the event of a severe  financial  hardship,  request a  withdrawal  of an amount
which  does not  exceed  the  single  sum  amount  determined  in Section 9. The
withdrawal shall be made in a time and manner  determined by the  Administrator,
and 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.

        10.2 For purposes of this Section 10, financial hardship shall include:

                      (a) Education of a dependent  child where the  Participant
               can show that  without the  withdrawal  under this Section 10 the
               education would be unavailable to the child;

                      (b)  Illness  of  the   Participant  or  his   dependents,
               resulting in severe financial hardship to the Participant;

                      (c) The loss of the Participant's home or it contents,  to
               the extent not  reimbursable  by insurance or otherwise,  if such
               loss results in a severe  financial  hardship to the Participant;
               and

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

        10.3 If a  Participant  makes a  withdrawal  under this  Section 10, any
other benefit which he may be entitled to under this Program on his  termination
of employment  shall be  appropriately  adjusted to take into account the amount
the Participant received under this Section 10.

        10.4  Following a Change of Control , any decision by the  Administrator
made  pursuant to this  Section 10 is subject to the  approval  of the  Benefits
Trust Committee.


11.     Death Benefits

        11.1 Except as provided in Section 11.10(b), if a Participant dies while
employed by an Affiliated Company,  his beneficiary shall be eligible to receive
a single sum benefit equal to the greatest of:

                      (a)  three times the sum of the amount(s) the  Participant
               deferred under his Deferral Agreement(s);
                      (b)  the  amounts  the  Participant   deferred  under  his
               Deferral Agreement(s) plus accrued interest; or

                      (c) an  amount  Equivalent  to  the  monthly  benefit  the
               Participant could have received under the Program, if any, had he
               terminated  his employment  with the Affiliated  Companies on the
               day  immediately   preceding  his  death  and  elected  to  begin
               receiving the benefit on the first day of the following month.

               The  benefit  is  payable  on the  first  day of the  month  next
following the date of the Participant's death, and shall be in lieu of all other
benefits  payable  under this  Program,  other than any  benefit  payable  under
Section 11.6.

        11.2 If a  Participant  who  has  terminated  his  employment  with  the
Affiliated  Companies after becoming  eligible for a benefit under Sections 4, 5
or 6, dies prior to the  commencement  of any benefit  under this  Program,  his
beneficiary shall receive a benefit under Section 11.1

        11.3 If a  Participant  who is totally and  permanently  disabled  under
Section  8.1  dies  prior  to  receiving  a  benefit  under  this  Program,  his
beneficiary shall receive a benefit under Section 11.1

        11.4 If a  Participant  who is eligible for a benefit  under Section 7.1
dies prior to receiving a benefit,  his beneficiary will receive a benefit based
on the greater of the amounts determined under Sections 11.1(b) and 11.1(c).

        11.5 If a Participant dies after commencing to receive a benefit,  other
than a benefit under Section 7.2, but prior to receiving all remaining  benefits
due, the remaining  benefits shall be paid to the  Participant's  beneficiary or
contingent beneficiary, whichever is applicable.

        11.6 In addition to any other benefit  payable under this Section 11, in
the case of a Participant  (i) who dies while employed by an Affiliated  Company
after becoming  eligible for benefits under Sections 4, 5, or 6 hereof,  or (ii)
who terminates  employment  while eligible for a benefit under Section 4, 5 or 6
of the Program  and then dies,  his  beneficiary  shall be eligible to receive a
benefit of $10,000,  payable in a single sum.  This benefit  shall be payable as
soon as practicable  following the  presentation to the  Administrator,  and the
Administrator's  examination  and  approval  of, any  information  or  material,
including  proof of death of the  Participant,  the  Administrator  may request.
Notwithstanding  anything  to the  contrary,  a benefit  shall not be payable on
account of the death of a  Participant  who received a single sum benefit  under
Sections 12 or 16 of the Program.

        11.7  A  Participant  may,  in a  time  and  manner  determined  by  the
Administrator,  designate a beneficiary and one or more contingent beneficiaries
(which may include the  Participant's  estate) to receive any benefits which may
be payable  under this  Section  11. If the  Participant  fails to  designate  a
beneficiary or contingent beneficiary,  or if the beneficiary and the contingent
beneficiaries do not survive the Participant, such benefits shall be paid to the
Participant's estate. The Participant may also designate a remainder beneficiary
to receive any benefits which may be payable under Section 11.9.

        11.8 A  Participant  may  revoke or change  any  designation  made under
Section 11.7 in a time and manner determined by the Administrator.

        11.9 If, pursuant to Section 11.7, payments commence to a beneficiary or
contingent  beneficiary and if such  beneficiary or contingent  beneficiary dies
prior to receiving all payments due under this Program,  any remaining  payments
shall be made to the  Participant's  remainder  beneficiary.  If, at the date of
such death, there is no surviving remainder beneficiary,  the remaining benefits
hereunder  shall  be  paid  to the  estate  of  the  beneficiary  or  contingent
beneficiary previously in receipt of benefits hereunder.

        11.10  (a) If any  benefits  are  payable  under  this  Section 11 to an
               individual other than the Participant's spouse or child under age
               21 (or  child  under  age 25 who  is a  full-time  student  at an
               accredited institution of higher education), the benefit shall be
               paid in the form of a single sum.

                      (b) If benefits become payable to the Participant's spouse
               or his child  under  age 21 (or his  child  under age 25 who is a
               full-time   student  at  an   accredited   institute   of  higher
               education),  such  benefits  (other than  benefits  under Section
               11.6) shall be payable in 180 monthly installments  Equivalent to
               the single sum amount  determined under Section 11.1 through 11.5
               hereof,  as  applicable.  Monthly  benefits shall commence on the
               first day of the month  following the  Participant's  death.  The
               Participant  may elect,  in a time and manner  determined  by the
               Administrator  to have any amounts which may be payable under the
               Program paid in accordance with Section 11.10(a).

                      (c)  Notwithstanding  anything  to the  contrary  in  this
               Program,  if a  Participant's  child under age 21 (or child under
               age 25 who is a full-time  student at an accredited  institute of
               higher  education)  is receiving a benefit  under this Program in
               the form of installment  payments,  upon his attaining age 21 (or
               age 25 or ceasing  to be a  full-time  student  at an  accredited
               institute  of higher  education)  he shall  receive a single  sum
               Equivalent  to his  remaining  installments  in lieu of receiving
               such remaining installments.

12.     Special Distribution Rules

        12.1 Notwithstanding  anything to the contrary in this Program, if (a) a
Participant  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 Participant  which are detrimental to the interests
of any  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 a Participant a
single sum  payment  equal to the sum of the amounts  the  Participant  deferred
under his  Deferral  Agreements  plus  accrued  interest,  reduced  by an amount
Equivalent to any payments the  Participant may already have received under this
Program.  However,  if the Participant is receiving a benefit under the Program,
or could be  receiving an immediate  benefit  under the Program,  the single sum
shall not be less than an amount Equivalent to the remaining monthly benefit the
Participant is, or could be, receiving.  The single sum payment shall be made as
soon as practicable  following the Participant's  becoming 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  Participant  under  this
Program.

        12.2  Notwithstanding  anything to the contrary  contained  herein,  the
Corporation may delay payment of a benefit under this Program to any Participant
who is determined to be among the top five most highly paid  executives  for the
year the benefit under this Program would otherwise be paid; provided,  however,
if a Participant's  payment is delayed, the benefit to which he is entitled will
not decrease after the date it would otherwise be distributed.

        12.3  Notwithstanding the preceding,  following a Change of Control, the
Administrator's  authority to make decisions under this Section 12 is subject to
the approval of the Benefits Trust Committee.

13.     Benefit Determinations Following a Change of Control

        13.1  Following a Change of Control,  final benefit  determinations  for
Participants,  their  beneficiaries,  heirs and assigns and decisions  regarding
benefits under this Program shall rest with the Benefits Trust  Committee or its
delegate in its sole and absolute discretion.

14.     Funding

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

        14.2  The  obligations  of the  Corporation  and  any of its  affiliated
corporations  and  the  benefit  due  any   Participant,   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.


15..    Administration

        15.1 This Program  shall be  administered  by the  Corporation.  Certain
administrative   functions,   as  set  forth  in  this  Program,  shall  be  the
responsibility  of the  Administrator.  The  Administrator  shall  interpret the
Program,  establish  regulations to further the purposes of the Program and take
any other action necessary to the proper  operation of the Program.  Following a
Change of Control,  the Benefits  Trust  Committee may remove and/or replace the
Administrator.

        15.2 Prior to a Change of Control,  the Compensation  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 Program for such  periods as it may  determine.  Following a
Change of Control, no entity shall become or cease to be a participating company
without the consent of the Benefits Trust Committee.

        15.3 The  Administrator  shall provide adequate notice in writing to any
Participant,  beneficiary, contingent beneficiary or remainder beneficiary whose
claim for  benefits  under  this  Program  has been  denied,  setting  forth the
specific reasons for such denial. A reasonable  opportunity shall be afforded to
any  such  Participant,   beneficiary,   contingent   beneficiary  or  remainder
beneficiary  for a full and fair  review by the  Administrator  of its  decision
denying the claim. Prior to a Change of Control, the Administrator's decision on
any such  review  shall be final and  binding on the  Participant,  beneficiary,
contingent beneficiary,  remainder beneficiary and all other interested persons.
All acts and decisions of the Administrator  shall be final and binding upon all
Participants and employees of the Affiliated Companies.

        15.4  Following a Change of  Control,  all  benefit  determinations  for
Participants,  their  beneficiaries,  heirs and assigns and decisions  regarding
benefit claims under this Program shall rest with the Benefits  Trust  Committee
or its delegate in its sole and absolute discretion.

16.     Termination and Amendment of the Program

       16.1 Prior to a Change of Control, the Board may, in its sole discretion,
terminate  this  Program  and the  related  Deferral  Agreement(s)  at any time.
Following a Change of Control,  this Program may not be  terminated  without the
approval of the Benefits Trust  Committee.  In the event the Program and related
Deferral  Agreement(s) are terminated,  Participants  shall receive a single sum
payment  equal to the sum of the amounts  they  deferred  under  their  Deferral
Agreements  plus  accrued  interest,  reduced  by an  amount  Equivalent  to any
payments the Participant may already have received under this Program.  However,
if the  Participant  is  receiving  a  benefit  under the  Program,  or could be
receiving an immediate  benefit  under the Program,  the single sum shall not be
less than an amount  Equivalent to the monthly  benefit the  Participant  is, or
could be, receiving. The single sum payment shall be made as soon as practicable
following the date the Program is  terminated  and shall be in lieu of any other
benefit which may be payable to the Participant under this Program.

        16.2 Prior to a Change of Control,  the Board,  in its sole  discretion,
may amend this Program and the related Deferral  Agreements in any way on thirty
(30) days prior notice to the Participants.  Following a Change of Control,  all
amendments are subject to the approval of the Benefits Trust  Committee.  If any
amendment to this Program or to the Deferral  Agreements  shall adversely affect
the rights of a  Participant,  the  Participant  must consent in writing to such
amendment prior to its effective  date. If the  Participant  does not consent to
the amendment, the Program, shall be deemed to be terminated with respect to the
Participant and he shall receive a single sum payment in accordance with Section
16.1.

        16.3 Notwithstanding  anything to the contrary in this Section 16, prior
to a Change of Control,  the Board must act to terminate or amend the Program or
the Deferral Agreements in a uniform and nondiscriminatory  manner.  Following a
Change of Control,  such  actions are  subject to the  approval of the  Benefits
Trust Committee

17.     Miscellaneous

        17.1 The  existence  of this  Program or a Deferral  Agreement  does not
constitute a contract for continued  employment between an Eligible Executive or
a Participant and an Affiliated  Company.  The Affiliated  Companies reserve the
right to modify an Eligible  Executive's or  Participant's  compensation  and to
terminate  the  employment  of an Eligible  Executive or a  Participant  for any
reason and at any time,  notwithstanding  the  existence of this Program or of a
Deferral  Agreement.  The  Affiliated  Companies  reserve the right not to grant
Awards to Eligible Executives and Participants for any reason.

        17.2 A  Participant's  rights to benefit  payments under the Program are
not  subject  in  any  manner  to  anticipation,   alienation,  sale,  transfer,
assignment,  pledge, encumbrance,  attachment or garnishment by creditors of the
Participant, his beneficiary,  contingent beneficiaries,  remainder beneficiary,
heirs or personal representative.

        17.3 Except for Section 18 herein,  nothing contained in this Program or
in a Deferral Agreement shall require the Affiliated  Companies to segregate any
monies from their general funds, or to create any trusts, or to make any special
deposits for any amounts to be paid to any Participant,  beneficiary, contingent
beneficiary or remainder beneficiary.  Neither the Participant, his beneficiary,
contingent   beneficiaries,    remainder   beneficiary,    heirs   or   personal
representatives  shall have any right,  title or  interest in or to any funds of
the  Affiliated  Companies  on account  of this  Program or on account of having
completed a Deferral Agreement.

        17.4  All  payments  under  this  Program  shall  be  net  of an  amount
sufficient to satisfy any federal,  state or local  withholding  and payroll tax
requirements.

        17.5 Prior to paying any benefit under this Program,  the  Administrator
may require the Participant,  beneficiary,  contingent  beneficiary or remainder
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 Program.  The  Administrator may withhold payment of
any benefit  under this  Program  until it  receives  all such  information  and
material and is reasonably satisfied of its correctness and genuineness.

        17.6 Each  Participant  shall  have the  status  of a general  unsecured
creditor  of the  Affiliated  Companies,  and this  Program  constitutes  a mere
promise by the Affiliated Companies to make benefit payments in the future.

        17.7 The Program is intended to be  unfunded  for tax  purposes  and for
purposes of Title I of ERISA.

        17.8 The  masculine  pronoun  shall mean the  feminine  pronoun  and all
singular shall include the plural wherever appropriate.

        17.9 The  terms of this  Program  and any  Deferral  Agreement  shall be
governed by the laws of the Commonwealth of Virginia.

        17.10  The  invalidity  or  unenforceability  of any  provision  of this
Program  or of a Deferral  Agreement  shall in no way  affect  the  validity  or
enforceability of any other provision.

18.     Change of Control

        18.1  If a  Change  of  Control  has  occurred,  the  Corporation  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
Participant  would be eligible to receive  (determined under Section 18.2 below)
as of a Valuation Date  coinciding  with or next preceding the date of Change of
Control  or  (ii)  the  amount  determined  under  Section  1(h)  of  the  Trust
attributable to liabilities  relating to the Program, 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 18 shall be determined
by the  Corporation's  Accountants  after  consultation  with  the  entity  then
maintaining the Program's  records.  Thereafter,  the Corporation's  Accountants
shall annually  determine for each  Participant not receiving a lump sum payment
pursuant to  subsection  18.2 below the amount which would be payable under such
subsection were a Change of Control to occur at the date of such  determination.
To the extent  that the value of the assets  held in the Trust  relating to this
Program do not equal the amount described in the preceding sentence, at the time
of  the  valuation,  as  determined  by  the  Corporation's   Accountants,   the
Corporation  shall  make a lump  sum  contribution  to the  Trust  equal  to the
difference.

        18.2 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 Participant
not making an election  under 18.3 below, a lump sum payment equal to the amount
the Participant  would have been entitled to receive  determined under Section 6
had he  retired  early  and  selected  a lump sum  payment.  The  amount of each
Participant's  lump  sum  payment  shall  be  determined  by  the  Corporation's
Accountants  after  consultation  with the entity then maintaining the Program's
records.

        18.3 Each  Participant 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  Program  as if a Change  of  Control  had not
occurred.  New  Participants  in the  Program  may  elect in a time  and  manner
determined  by the  Administrator,  but in no  event  later  than 90 days  after
becoming a  Participant,  to have  amounts and benefits  determined  and payable
under the terms of the  Program 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.

        18.4  Notwithstanding  anything in this  Program to the  contrary,  each
Participant  who has made an election  under 18.3 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 18.2 above,  except that such  calculated  amount  shall be reduced by 5% and
such  reduction  shall  be  irrevocably  forfeited  to  the  Corporation  by the
Participant. Furthermore, as a result of such election, the Participant shall no
longer be  eligible  to  participate  or  otherwise  benefit  from the  Program.
Payments  under  this  subsection  18.4  shall  be made  not  later  than 7 days
following receipt by the Corporation of the Participant's election. The Benefits
Trust  Committee  shall,  no later  than 7 days  after a Change of  Control  has
occurred,  give written  notification  to each  Participant  eligible to make an
election under this  subsection  18.4, that a Change of Control has occurred and
informing such Participant of the availability of the election.