Special Retirement Plan - CSX Corp.


                             SPECIAL RETIREMENT PLAN
                 OF CSX CORPORATION AND AFFILIATED CORPORATIONS



                     As Amended and Restated January 1, 1995
                     (As Amended through December 31, 1997)










                                TABLE OF CONTENTS

Section I -           INTRODUCTION...........................................  1

Section II -          PARTICIPATION..........................................  1

Section III -         CREDITABLE SERVICE.....................................  3

Section IV -          COMPENSATION AND AVERAGE COMPENSATION..................  4

Section V -           SPECIAL RETIREMENT ALLOWANCES..........................  4

Section VI -          FUNDING METHOD.......................................... 6

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

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

Section IX -          NON-ALIENATION OF BENEFITS.............................. 7

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

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

Section XII -         CONSTRUCTION........................................... 10


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











                             Special Retirement Plan

                 of CSX Corporation and Affiliated Corporations

                     As Amended and Restated January 1, 1995
                     (As Amended through December 31, 1997)


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.

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  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.

          (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:

          (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.

          (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. In the  event any  Participant  in the  Special  Plan  receives  as a
participant in the Pension Plans, a pension or retirement  benefit  payable in a
form other than a straight life annuity in accordance with the provisions of the
Pension Plans, his special retirement  allowance under this Section V shall also
be payable in a similar form.

        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.

        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.

        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.

        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:

               (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.

        The  actuarial  present value shall be determined on the basis of the UP
1984  Mortality  Table,  set back one year,  and a  discount  rate  equal to the
interest rate promulgated by the Pension Benefit Guaranty Corporation for use in
determining  the  sufficiency of single  employer  defined benefit pension plans
terminating on the date of such Change in Control.

        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,  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;

                    (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.


                                   APPENDIX I

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