Stock Purchase and Loan Plan - CSX Corp.


                                 CSX CORPORATION

                          Stock Purchase and Loan Plan
                   As Amended and Restated February 14, 1996,
                      as Amended through December 10, 1997


1.      Purpose

        The CSX Corporation  1991 Stock Purchase and Loan Plan (the '1991 Plan')
was  established  to encourage and increase the ownership of the common stock of
CSX  Corporation  (the  'Company')  by  those  employees  of  the  Company  or a
Subsidiary  who, by virtue of their  responsibilities  or  positions,  were most
likely to have the opportunity to enhance  long-term  performance of the Company
and shareholder  value.  The Company  continues to believe that ownership of the
Company's  common stock  stimulates  the efforts of those  employees  upon whose
judgment  and  interest  the  Company is and will be largely  dependent  for the
successful  conduct of its business and will further the identification of those
employees' interests with those of the Company's shareholders.

        Unless  the 1991 Plan is  extended  or  replaced,  these  benefits  will
generally end July 31, 1996.  Management believes it is in the best interests of
the  Company's  shareholders  to extend the 1991 Plan in order to  continue  the
original objective of assuring that significant  amounts of the Company's common
stock are held by employees  whose  interests are  identified  with those of the
Company's non-employee shareholders.  Accordingly,  the 1991 Plan is amended and
restated  as of  February  14, 1996 (the  'Plan'),  to maintain  and expand this
objective.

        Notwithstanding  anything  contained in this amended and restated  Plan,
the provisions of the 1991 Plan in effect prior to the amendment and restatement
reflected  herein shall continue to apply with respect to Company Stock acquired
pursuant to a Purchase  Award under the 1991 Plan as to which a  Participant  is
not granted or does not exercise an Exchange Award.


2.      Definitions and Construction

        Unless the content  clearly  indicates to the contrary,  in reading this
Plan,  the singular  shall include  plural and the  masculine  shall include the
feminine.

        As used in the Plan, the following terms have the indicated meanings:

               (a)    'Applied  Dividends'  means,  as provided in Section 6(e),
                      dividends  paid on  pledged  Company  Stock used to reduce
                      Interest.

               (b)    'Board' means the Company's Board of Directors.

               (c)    'Business Day' means,  if relevant to a  determination  of
                      the  value of  Company  Stock,  a day on which  shares  of
                      Company Stock are or could be traded on the New York Stock
                      Exchange.

               (d)    'Cause' means a Participant's: (i) act or acts of personal
                      dishonesty  intended  to  result in  substantial  personal
                      enrichment  at the expense of the Company or a Subsidiary;
                      (ii)   repeated    violations    of   the    Participant's
                      responsibilities   which  are  demonstrably   willful  and
                      deliberate  and which  are not  remedied  in a  reasonable
                      period of time after  receipt of written  notice  from the
                      Company or a Subsidiary;  or (iii)  conviction of a felony
                      involving moral turpitude.

               (e)    'Change of Control' means any of the following:

                      (i)     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  (A) the
                              then  outstanding  shares of  common  stock of the
                              Company (the 'Outstanding Company Common  Stock'),
                              or  (B) 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 (i), the following acquisitions
                              shall not constitute a Change of Control:  (A) any
                              acquisition  directly  from the  Company;  (B) any
                              acquisition by the Company; (C) any acquisition by
                              any  employee  benefit  plan  (or  related  trust)
                              sponsored or  maintained  by  the  Company or  any
                              corporation controlled by the  Company; or (D) any
                              acquisition  by  any  corporation  pursuant  to  a
                              transaction  which  complies with clauses (A), (B)
                              and (C) of  subsection (iii) of this Section 2(e);
                              or 

                     (ii)     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

                    (iii)     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     Surface
                              Transportation  Board 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:

                             (A)    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;

                             (B)    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

                             (C)    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

                      (iv)   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 (A), (B) and (C)
                             of subsection (iii) of this Section 2(e); or

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

               (f)    'Commitment  Date'  means a date  fixed  by the  Committee
                      which shall be the first day of the Commitment Period.

               (g)    'Commitment Period' means a period of twenty (20) Business
                      Days  beginning  with the  Commitment  Date during which a
                      Participant  who has been  granted a  Purchase  Award must
                      purchase all or part of the underlying Company Stock.

               (h)    'Committee'  means the Committee of the Board appointed to
                      administer the Plan as provided in Section 10.

               (i)    'Company' means CSX Corporation.

               (j)    'Company  Stock' means the common stock of the Company and
                      rights, options or warrants for the purchase of securities
                      of the  Company  which may be issued with shares of common
                      stock  pursuant,  and  subject  to,  plans  or  agreements
                      adopted or entered into from time to time by the Company.

               (k)    'Disability'  means the  inability to perform the services
                      for  which a  Participant  was  employed  as a result of a
                      physical or mental impediment entitling the Participant to
                      begin receiving benefits under the CSX Salary Continuation
                      and Long-Term Disability Plan.

               (l)    'Equity'  means,  as  of  any  date,  the  Exchange  Award
                      Purchase  Price  of a share  of  Company  Stock  less  the
                      applicable  portion  of the  unpaid  balance  and  accrued
                      interest of a Purchase Loan to which such share of Company
                      Stock is subject.

               (m)    'Exchange Act' means the Securities  Exchange Act of 1934,
                      as amended.

               (n)    'Exchange  Award' means a Purchase Award granted  pursuant
                      to  Section 4 to a  Participant  who  received  a Purchase
                      Award under the 1991 Plan.

               (o)    'Exchange  Award  Down  Payment'  means  a  dollar  amount
                      computed by taking a  percentage,  to be determined by the
                      Committee,  of the Exchange  Award  Purchase  Price of the
                      Company's  common stock on the Commitment  Date multiplied
                      by the number of shares in the Exchange  Award;  provided,
                      however,  such  percentage  shall not be less than 10% nor
                      more than 25%.

               (p)    'Insider' means any person subject to Section 16(b) of the
                      Exchange Act.

               (q)    'Interest' means an amount calculated using the Applicable
                      Federal  Rate,  as  determined  for  purposes  of  Section
                      1274(d) of the IRC.

               (r)    'Interest  Spread'  means,  at the time of  determination,
                      Interest  accrued  on a Purchase  Loan  reduced by Applied
                      Dividends.

               (s)    'IRC' means the Internal Revenue Code of 1986, as amended.

               (t)    'Market  Price'  means the average of the high and the low
                      price of a share of  Company  Stock on the New York  Stock
                      Exchange  (or the  average of the bid and asked  prices if
                      there were no sales),  on any  Business Day as reported in
                      The Wall Street Journal.

               (u)    'Participant'  means  an  employee  of  the  Company  or a
                      Subsidiary who is designated by the Committee, in its sole
                      discretion,  as eligible  for and who  receives a Purchase
                      Award.

               (v)    'Purchase  Award'  means a right to  purchase a  specified
                      number of shares  of  Company  Stock  with  Purchase  Loan
                      rights.

               (w)    'Purchase   Loan'  means  an  extension  of  credit  to  a
                      Participant by the  Company  evidenced  by a  non-recourse
                      promissory note for (i)  in  the  case of a  new  Purchase
                      Loan,  90%  or  95% of the  Purchase Price  of the Company
                      Stock awarded to the Participant  under the Plan,  or (ii)
                      in  the  case  of a  Purchase  Loan  made  pursuant to  an
                      exchange  of  Company  Stock  pursuant  to  Section 4, the
                      Purchase  Price  of  the  Company  Stock  awarded  to  the
                      Participant  under an  Exchange  Award, less his  Exchange
                      Award  Down Payment, and in either case, bearing Interest,
                      and secured by a pledge of  all  of the  shares of Company
                      Stock purchased by the Participant.

               (x)    'Purchase  Note' means a promissory  note  evidencing  the
                      Purchase  Loan  for  the  balance  of the  Purchase  Price
                      without  recourse  rights against the maker and with other
                      terms  and   conditions   established   by  the  Committee
                      consistent with the Plan.

               (y)    'Purchase  Note  Repayment  Amount'  means the then unpaid
                      balance of the Purchase Note, accrued and unpaid interest,
                      applicable federal and state payroll and withholding taxes
                      on income recognized on the transaction, and any brokerage
                      fees,  collection  fees  and  costs  associated  with  the
                      Purchase Loan.

               (z)    'Purchase Price' or 'Exchange Award Purchase Price' means,
                      with respect to a share of Company  Stock,  the average of
                      the  Market  Price for the five (5)  consecutive  Business
                      Days immediately preceding the Commitment Date.

              (aa)    'Retirement'  means the  termination  of  employment  (for
                      reasons  other than Cause) (i) at or after age 65, or (ii)
                      after  age 55 with at least 10 years of  service  with the
                      Company and/or a Subsidiary.

              (ab)    'Subsidiary'  means a  corporation  more  than  50% of the
                      voting shares of which are owned directly or indirectly by
                      the Company.


3.      Company Stock

        There  shall be an  aggregate  of  9,000,000  shares  of  Company  Stock
reserved  for  issuance  under  the  Plan,  subject  to  Section  9 of the  Plan
(concerning  changes in the capital structure of the Company).  Shares that have
been awarded under the Plan but not issued,  or shares that have been issued but
are returned to the Company in  conformity  with the Plan  (including  shares of
Company Stock  retained,  canceled or  repurchased by the Company in conjunction
with the payment of a Purchase Loan or withholding  taxes), may again be awarded
under the Plan.


4.      Exchange of Shares

        To  encourage,  extend  and expand the  continued  ownership  of Company
Stock,  Participants in the 1991 Plan whose Purchase Loans mature July 31, 1996,
without regard to the one-year extension provided for under Section 6(b), may be
given a  one-time  irrevocable  election  to  exchange  all,  or a portion to be
determined by the Committee,  of any shares purchased under the 1991 Plan for an
enhanced Purchase Award under the Plan (an 'Exchange Award'). To the extent such
shares are exchanged  they shall  constitute the  'Exchanged  Shares.'  Exchange
Awards  shall be issued for not more than the  number of shares of common  stock
determined by dividing the excess of the Exchange  Award Purchase  Price,  as of
the Commitment Date of the Exchange Award, of the number of shares relating to a
Purchase Loan issued pursuant to the 1991 Plan over the  outstanding  amount due
on the Purchase Loan on such date by 25% of the Exchange Award Purchase Price of
the  Company's  common  stock on such  date.  In the case of a  Participant  who
exercises an Exchange Award, his 1991 Purchase Notes shall be canceled.


5.      Stock Purchase Awards

        On or as soon as  practicable  after a Commitment  Date,  the  Committee
shall give notice to each Participant (or to the class of Participants) eligible
for an award  stating (i) the number of shares of Company  Stock covered by each
such Purchase Award or a formula for determining the number of shares of Company
Stock covered by each such Purchase Award,  and (ii) the price,  other terms and
conditions,  if any,  pertaining to each such  Purchase  Award and Purchase Loan
that must be satisfied by a Participant in order to exercise the Purchase Award.

        A Participant  shall  exercise a Purchase Award and Purchase Loan rights
by delivering to the Company during the  Commitment  Period (i) a notice stating
the amount of his down payment  (which shall be 5% or 10% of the Purchase  Price
or his  Exchange  Award Down  Payment in the case of an Exchange  Award) and his
intention to deliver a Purchase Note for the balance of the Purchase Price,  and
(ii) where applicable,  the down payment (which shall be deemed paid in the case
of an Exchange Award) and a Purchase Note.

        The grant of a Purchase  Award and Purchase Loan to a Participant  shall
not obligate the Company or a Subsidiary  of the Company to pay the  Participant
any  particular  amount  of  remuneration,  to  continue  the  employment  of  a
Participant  after the grant or to make further  grants to a Participant  at any
time thereafter.


6.      Purchase Loans

        The Company shall,  subject to paragraph (a) below, upon the Committee's
recommendation,  extend a Purchase  Loan to a  Participant  upon  exercise  of a
Purchase Award subject to the following terms and conditions:

             (a)    The original  principal  amount of a new Purchase Loan shall
                    be the  difference  between the  Participant's  down payment
                    (which  shall be 5% or 10% of the  Purchase  Price)  and the
                    Purchase  Price.  In the  case  of an  Exchange  Award,  the
                    Purchase   Loan  shall  be  the   difference   between   the
                    Participant's  Exchange  Award Down Payment and the Exchange
                    Award  Purchase  Price.  The down payment for a new Purchase
                    Loan shall be in cash,  or, if  authorized  by the Committee
                    (i) by delivery of shares of Company  Stock  having a Market
                    Price equal to the required down payment on date of transfer
                    to the  Company,  or (ii) by  delivery  to the  Company of a
                    promissory  note  with  terms  and  conditions  fixed by the
                    Committee and with full recourse  rights  against the maker.
                    The Exchange Award Down Payment shall be deemed to have been
                    paid  by the  Equity  in a  Participant's  Exchanged  Shares
                    subject to a Purchase Loan under the 1991 Plan.

             (b)    The  Purchase  Loan shall be due and  payable as provided in
                    the   provisions  of  the  Purchase  Note  executed  by  the
                    Participant.  The term of the Purchase Note shall not exceed
                    a  period  of  five  (5)  years;   provided,   however,  the
                    Participant, in his discretion, may extend the Purchase Note
                    for one (1) year;  provided,  further,  that the  Committee,
                    may, in its discretion, extend a Purchase Note for up to two
                    (2) years. In no event may the Purchase Note term, including
                    extensions, exceed seven (7) years.

             (c)    Purchase  Notes  shall  be  in  the  form  approved  by  the
                    Committee and shall contain such terms and  conditions,  not
                    inconsistent with the Plan, as the Committee shall determine
                    in its sole  discretion;  provided,  that each Purchase Note
                    shall be subject to the terms of the Plan.

             (d)    A Participant shall effect a pledge of all shares of Company
                    Stock acquired by the  Participant  upon the exercise of the
                    Purchase   Award  by  delivering  to  the  Company  (i)  the
                    certificate  or  certificates  for the  acquired  shares  of
                    Company Stock, accompanied by a duly executed stock power in
                    blank,  and (ii) a properly  executed stock pledge agreement
                    in the form approved by the Committee.

             (e)    Dividends  paid  on  shares  of  Company  Stock  pledged  as
                    security  for a  Purchase  Loan  shall be first  treated  as
                    Applied  Dividends  and then  applied to repay the  Purchase
                    Note. At the discretion of the Committee,  the Company shall
                    also pay (i)  dividend  equivalents  on the number of shares
                    purchased pursuant to a Purchase Note equal to the number of
                    shares   representing  the   Participant's   Equity  in  the
                    Exchanged  Shares,  and (ii)  only  after all  interest  and
                    Purchase  Price  reductions are realized under Section 6(g),
                    dividend  equivalents  on the  number  of  shares  purchased
                    pursuant  to a  Purchase  Note in  excess  of the  number of
                    shares in (i), above, if any.

             (f)    Within ten (10)  Business  Days after the maturity date of a
                    Purchase Loan, or on the date or dates, if installments  are
                    elected  pursuant to Section 7(c), as of which a Participant
                    elects  to  prepay  a  Purchase  Loan and  Purchase  Note in
                    accordance  with Section 7, the  Participant  shall repay in
                    full the  Purchase  Note  Repayment  Amount  or the  portion
                    related to an  installment  under Section 7(c). If not fully
                    paid when due,  the  Participant  agrees to sell his pledged
                    Company  Stock to the  Company  at the  Market  Price on the
                    maturity  date if a Business  Day (or at the Market Price on
                    the Business Day immediately  preceding the maturity date if
                    the maturity  date is not a Business  Day).  The Company may
                    sell on the Participant's  behalf on the open market (except
                    as  hereinafter  provided)  the  number of shares of Company
                    Stock pledged as collateral  necessary to repay the Purchase
                    Note   Repayment   Amount.   If,   pursuant  to   procedures
                    established  by the Company for compliance  with  applicable
                    securities  laws, the Company  believes that the purchase of
                    pledged  shares by the  Company in  repayment  of a Purchase
                    Note,  or the  sale by the  Company  of  pledged  shares  of
                    Company  Stock on the open market to repay a Purchase  Note,
                    would violate any provision of applicable securities laws or
                    cause a Participant to incur a liability under Section 16(b)
                    of the Exchange  Act,  the maturity  date may be extended by
                    the  Committee  until  the  first  day the  purchase  by the
                    Company  of the  pledged  shares  or a sale  of the  pledged
                    shares on the open market can be made without violating such
                    securities laws or the Participant incurring liability under
                    Section 16(b). If, pursuant to procedures established by the
                    Company for compliance with applicable tax laws, the Company
                    believes that the repayment of a Purchase Note, the purchase
                    of the pledged  shares in repayment of a Purchase  Note,  or
                    the sale by the Company of pledged  shares of Company  Stock
                    on the open market to repay a Purchase  Note would cause any
                    portion of a Participant's compensation under the Plan to be
                    nondeductible  under Section 162(m) of the IRC, the maturity
                    date may be  extended by the  Committee  until the first day
                    the  repayment  of a  Purchase  Note,  the  purchase  of the
                    pledged  shares in repayment of a Purchase Note, or the sale
                    by the  Company  of pledged  shares of Company  Stock on the
                    open  market to repay a  Purchase  Note can be made  without
                    such compensation being  non-deductible under Section 162(m)
                    of the IRC,  but in no event  shall  such  extension  of the
                    maturity date be for a period greater than one (1) year.

             (g)    The  Purchase  Price of one half of the  pledged  shares  of
                    Company  Stock  shall be  adjusted as follows if at any time
                    after  the first  anniversary  date of a  Purchase  Note the
                    Market Price of Company Stock equals or exceeds the Purchase
                    Price  of the  Participant's  Company  Stock  by the  amount
                    specified  below  for  a  period  of  ten  (10)  consecutive
                    Business Days:

                    Stock Price                        Purchase Price Reductions
                    -----------                        -------------------------

                    Purchase Price + 20%                           10%
                    Purchase Price + 30%                           20%
                    Purchase Price + 40%                           30%
                    Purchase Price + 50%                           40%
                    Purchase Price + 60%                           50%
                    Purchase Price + 70%                           60%
                    Purchase Price + 80%                           70%
                    Purchase Price + 90%                           80%
                    Purchase Price + 100%                         100%

                    The  principal  amount of a Participant's  Purchase Loan and
                    Purchase   Note,  plus  accrued  and  unpaid   Interest,  as
                    well  as  any  accrued   and   unpaid   Interest  on  a down
                    payment  loan   referenced   in   Section   6(a)  shall   be
                    adjusted  pursuant  to  Section 2.5  of the  Stock  Purchase
                    Pledge    and   Loan   Agreement.    The  amount   of   such
                    adjustment  to  the  principal  amount of  a   Participant's
                    Purchase  Loan  and  Purchase  Note  shall equal the  amount
                    of  the  Purchase  Price  adjustment   provided  above.  The
                    provisions   of    this   Section   and    any    applicable
                    adjustments  to  Interest  and  a  Purchase  Note  shall  be
                    applied  at  the  time  of  repayment  of  a Purchase  Note.
                    Decreases   in   the   Market    Price  of   Company   Stock
                    subsequent   to  the  completion  of  a   measuring   period
                    shall  be   disregarded  for  purposes of  the   adjustments
                    authorized by this Section.

             (h)    In the event of a change in capital structure  involving any
                    of the  pledged  shares of Company  Stock,  as  provided  in
                    Section 9, such newly  acquired  shares  shall be pledged to
                    the Company as substitute or additional security.

             (i)    Notwithstanding  anything in this Section 6 to the contrary,
                    the Company shall not be required to make a Purchase Loan to
                    a  Participant  if making such  Purchase Loan will (i) cause
                    the  Company  to  violate  any  covenant  or  other  similar
                    provision  in  any  indenture,   loan  agreement,  or  other
                    agreement,  or (ii) violate any applicable federal, state or
                    local law.

             (j)    Upon  issuance  by the  Company of Company  Stock  purchased
                    pursuant to a Purchase Award, the affected Participant shall
                    be deemed a  shareholder  of the Company and (subject to the
                    terms of the Plan,  the Purchase Loan, the Purchase Note and
                    related  documents) shall be entitled to dividend and voting
                    rights with respect to the Company Stock purchased.


7.      Termination of Employment; Change of Control; Prepayment of Purchase
        Loan

        If  before  a  Purchase  Note  is  repaid  a  Participant's   employment
terminates  for  any  reason,  or he  is  no  longer  employed  by a  continuing
Subsidiary,  or a Change of Control occurs, the following provisions shall apply
notwithstanding any terms in the Purchase Note to the contrary:

        (a)    Death or Disability. If a Participant's termination of employment
               -------------------
               results from death or Disability,  the affected  Participant  (or
               the Participant's  estate or personal  representative) may either
               (i) continue to hold the  Purchase  Note and  participate  in the
               Plan for three years (or, if earlier,  until the maturity date of
               the Purchase  Loan, as extended by either the  Participant or the
               Committee,  pursuant to Section 6(b)), or (ii) within ninety (90)
               days of said  termination  of employment  (A) elect to prepay the
               Purchase  Note, or (B) elect to rescind the Exchange Award or the
               Purchase Award, as the case may be. If the Participant  elects to
               prepay the Purchase Note under  (ii)(A),  the Purchase Note shall
               become due and  payable  on the  prepayment  date  elected by the
               Participant.  If an  election  to  prepay  the  Purchase  Note is
               effective prior to the first  anniversary of the execution of the
               Purchase Note,  Section 6(g) shall not apply;  if it is effective
               on or after the first anniversary of its execution,  Section 6(g)
               shall apply.  If the  Participant  elects to rescind the Exchange
               Award or the Purchase Award under (ii)(B),  the shares of Company
               Stock  acquired  by the  Participant  upon  the  exercise  of the
               Exchange  Award or  Purchase  Award shall be  transferred  to the
               Company,  the Purchase  Note shall be canceled,  the  Participant
               shall  have no further  rights  under the Plan,  and the  Company
               shall have no further obligations to the Participant, except that
               the Company shall pay to or with respect to the  Participant,  in
               consideration  for the cancellation of the  Participant's  rights
               under the Exchange  Award or Purchase  Award,  an amount equal to
               his Exchange Award Down Payment,  as adjusted under Section 7(h),
               or, if  applicable,  the Purchase  Award down payment paid to the
               Company pursuant to Section 6(a).

        (b)    Involuntary   Termination   With   Consent  of   Company.   If  a
               --------------------------------------------------------
               Participant's  employer  terminates  his  employment for  reasons
               other   than   Cause,  the   affected   Participant  may,  within
               ninety  (90)  days  of  said   termination  of   employment   (i)
               elect  to  prepay the  Purchase  Note,  or (ii)  elect to rescind
               the Exchange Award or the Purchase  Award, as the case may be. If
               the Participant elects to prepay the Purchase Note under (i), the
               Purchase Note shall become due and payable on the prepayment date
               elected by the Participant.  If the Participant elects to rescind
               the Exchange  Award or the Purchase  Award under (ii), the shares
               of Company Stock acquired by the Participant upon the exercise of
               the Exchange  Award or Purchase Award shall be transferred to the
               Company,  the Purchase  Note shall be canceled,  the  Participant
               shall  have no further  rights  under the Plan,  and the  Company
               shall have no further obligations to the Participant, except that
               the Company shall pay to or with respect to the  Participant,  in
               consideration  for the cancellation of the  Participant's  rights
               under the Exchange  Award or Purchase  Award,  an amount equal to
               his Exchange Award Down Payment,  as adjusted under Section 7(h),
               or, if  applicable,  the Purchase  Award down payment paid to the
               Company   pursuant  to  Section   6(a).   If  the   Participant's
               termination  of employment is prior to the first  anniversary  of
               the execution of the Purchase Note, Section 6(g) shall not apply;
               if it is on or after the first  anniversary  of the  execution of
               the Purchase Note, Section 6(g) shall apply.

        (c)    Retirement.   If  a   Participant's   termination  of  employment
               ---------- 
               results  from  his   Retirement,  the  affected  Participant  may
               either  (i)  continue to  hold the  Purchase Note and participate
               in the Plan for  three  (3)  years  (or,  if  earlier,  until the
               maturity  date of the  Purchase  Loan,  as extended by either the
               Participant,  or the Committee,  pursuant to Section 6(b)),  (ii)
               prepay  the  Purchase  Note  within  ninety  (90)  days  of  said
               termination of employment, or (iii) repay the Purchase Note in no
               more than three (3) installments,  due over the remaining term of
               the Purchase Note, including extensions.  If a Participant elects
               to prepay a Purchase  Note,  the  Participant  agrees to sell the
               pledged  Company Stock to the Company for the Market Price on the
               date of  prepayment.  If an election to prepay the Purchase  Note
               under  (ii) or  (iii)  above  is  effective  prior  to the  first
               anniversary of the execution of the Purchase  Note,  Section 6(g)
               shall  not  apply;  if it is  effective  on or  after  the  first
               anniversary of its execution, Section 6(g) shall apply.

        (d)    Voluntary  Termination  with  Consent of  Company or  Involuntary
               -----------------------------------------------------------------
               Termination.   If the Participant's  termination of employment is
               -----------
               voluntary  and  with  the  consent  of  the  Company, or,  if his
               employer   terminates  his   employment  for reasons  other  than
               Cause and  the  Company  does  not  consent to the  Participant's
               termination   being  treated  under  Section  7(b),  the maturity
               date of the Purchase  Note shall be accelerated  without  further
               action  of  the  Committee  or the  Company and shall be required
               to be prepaid  within  ninety (90) days of  said  termination  of
               employment,  and  the  Participant  agrees  to  sell  the pledged
               Company  Stock to the Company for the Market  Price  on the  date
               of  prepayment.  If a Participant's termination  of employment is
               prior to the first anniversary  of  the execution of the Purchase
               Note, Section 6(g) shall not apply;  if  it  is  on or  after the
               first   anniversary  of  the  execution  of  the  Purchase  Note,
               Section 6(g) shall apply.

        (e)    Termination  for Cause or Voluntary  Termination  Without Consent
               -----------------------------------------------------------------
               of Company.  If the  Participant's  termination  of employment is
               ---------- 
               involuntary   for  Cause  or  a   voluntary  termination  without
               the  consent of   the   Company,  the   maturity   date  of   the
               Purchase Note shall be accelerated  without further action of the
               Committee  or the  Company  to the  date  of his  termination  of
               employment.  In such case,  Section  6(g) shall not apply and the
               Participant  agrees  to sell  the  pledged  Company  Stock to the
               Company  for the  lesser of (i) the  Market  Price on the date of
               termination  of  employment,  or  (ii)  an  amount  equal  to his
               Exchange Award Down Payment,  as adjusted by Section 7(h), or, if
               applicable,  the Purchase  Award down payment paid to the Company
               pursuant to Section  6(a) (in any event,  less all related  taxes
               and expenses), and the Company shall have the right to retain any
               excess over such amount and the shares' Market Price.

        (f)    Divisive Transaction.  If the Participant's employer ceases to be
               --------------------
               a  Subsidiary   or  if  there  is  a  sale  of  substantially all
               of  the  assets  of  the  Subsidiary,   the  affected Participant
               may,  within   ninety  (90)   days   of   the   closing  of  such
               divisive  transaction  (i) elect to prepay the Purchase  Note, or
               (ii) elect to rescind the Exchange  Award or the Purchase  Award,
               as the case may be.  If the  Participant  elects  to  prepay  the
               Purchase  Note under (i), the Purchase  Note shall become due and
               payable on the prepayment date elected by the Participant. If the
               Participant  elects to rescind the Exchange Award or the Purchase
               Award under  (ii),  the shares of Company  Stock  acquired by the
               Participant  upon the exercise of the Exchange  Award or Purchase
               Award shall be  transferred  to the Company,  the  Purchase  Note
               shall be canceled,  the Participant  shall have no further rights
               under the Plan, and the Company shall have no further obligations
               to the Participant,  except that the Company shall pay to or with
               respect to the Participant, in consideration for the cancellation
               of the Participant's  rights under the Exchange Award or Purchase
               Award,  an amount equal to his Exchange  Award Down  Payment,  as
               adjusted  under Section  7(h),  or, if  applicable,  the Purchase
               Award down payment paid to the Company  pursuant to Section 6(a).
               Section  6(g)  shall  apply  to all  Participants  affected  by a
               divisive  transaction.  The foregoing  shall apply whether or not
               the  Participant  continues in the employ of the  Subsidiary  but
               shall not apply should the Participant  continue in the employ of
               the  Company  or  another  Subsidiary  not  part of the  divisive
               transaction.

        (g)    Change of Control.  If a Change of Control occurs,  Sections 7(a)
               -----------------  through (f) shall no longer be applicable, the
               Interest and Purchase Price  Reductions  under Section 6(g) shall
               be applied as if the Stock  Price had  increased  by 100% and the
               Participant may either (i) continue to hold the Purchase Note and
               participate  in the Plan until the maturity  date of the Purchase
               Note,  including any extensions,  or (ii) within ninety (90) days
               of said Change of Control and, if applicable,  within ninety (90)
               days of a final Agency action in a Regulated Business Combination
               under Section 2(e)(iv), (A) elect to prepay the Purchase Note, or
               (B) elect to rescind the Exchange Award or the Purchase Award, as
               the case may be. If the Participant elects to prepay the Purchase
               Note  under  (ii)(A),  the  Purchase  Note  shall  become due and
               payable on the prepayment  date elected by the  Participant,  and
               the  provisions of Section 6(g) shall apply.  If the  Participant
               elects to rescind the Exchange  Award or the Purchase Award under
               (ii)(B),  the shares of Company Stock acquired by the Participant
               upon the exercise of the Exchange  Award or Purchase  Award shall
               be  transferred  to the  Company,  the  Purchase  Note  shall  be
               canceled,  the Participant shall have no further rights under the
               Plan,  and the Company shall have no further  obligations  to the
               Participant, except that the Company shall pay to or with respect
               to the Participant,  in consideration for the cancellation of the
               Participant's  rights under the Exchange Award or Purchase Award,
               an amount equal to his Exchange  Award Down Payment,  as adjusted
               under Section 7(h),  or, if  applicable,  the Purchase Award down
               payment paid to the Company pursuant to Section 6(a).

          (h)  Adjustment of Exchange Award Down Payment. Solely for purposes of
               ------------------------------------------ determining the amount
               available to a Participant  under this Section 7, a Participant's
               Exchange  Award Down  Payment  shall be adjusted as follows:  the
               dollar amount of the Exchange  Award Down Payment  computed as of
               the date of the Exchange of Shares pursuant to Section 4 shall be
               divided  by the  Market  Price  on the date of such  Exchange  of
               Shares,  to  arrive  at a number  of  equivalent  shares.  On the
               Purchase Loan maturity date or prepayment date  applicable  under
               this Section 7, the number of equivalent shares determined in the
               preceding sentence will be multiplied by the Market Price on such
               date to arrive at the  Participant's  Exchange Award Down Payment
               as adjusted.

          (i)  Certain   Terms  of   Purchase   Awards   or   Exchange   Awards.
               ----------------------------------------------------------------
               Notwithstanding  any  provision  of  this  Plan  to the contrary,
               in the  discretion  of the   Committee, a  Purchase  Award and/or
               Exchange  Award  may  provide, to the extent  deemed  appropriate
               by the Committee to  eliminate  or  reduce the  applicability  or
               impact of Sections  280G and/or 4999 of the  IRC,  for:  (i)  the
               cancellation  of  shares  and/or  a reduction  or increase in the
               amount of a Purchase  Note,  (ii) a limitation  of the  reduction
               of the Purchase Price  pursuant to Section 7(g) above,  (iii) the
               elimination of any acceleration of  a Purchase  Note or right  to
               prepay such Note, or (iv) a reduction or  limitation of any other
               benefit under this Plan or otherwise to a Participant.


8.      Non-transferability of Purchase Awards

        Except as provided in Section 7(a),  neither right of Participation  nor
Purchase Awards are assignable or transferable.


9.      Change in Capital Structure

        If the number of  outstanding  shares of Company  Stock is  increased or
decreased as a result of a subdivision or consolidation  of shares,  the payment
of a stock dividend, stock split, or any other change in capitalization effected
without receipt of consideration by the Company (including,  but not limited to,
the creation or issuance to the  shareholders  generally  of rights,  options or
warrants for the purchase of common or preferred stock of the Company),  or if a
spin-off  transaction  occurs,  then the  number  and kind of shares of stock or
securities  of the  Company  to be subject to the Plan,  the  maximum  number of
shares or securities  which may be delivered  under the Plan, and other relevant
provisions shall be appropriately adjusted by the Committee, whose determination
shall be binding and conclusive on all persons.

        If there is a Change of Control,  the  Committee  may take such actions,
not inconsistent with the Plan, with respect to outstanding unexercised Purchase
Awards as the Committee deems appropriate.

        Notwithstanding  anything in the Plan to the contrary, the Committee may
take the  foregoing  actions  without  the consent of any  Participant,  and the
Committee's determination shall be conclusive and binding on all persons for all
purposes.


10.     Administration of the Plan

        The Plan shall be administered by the Committee,  consisting of not less
than three Directors of the Company appointed by the Board. Subject to paragraph
(d) below,  the Committee  shall be the  Compensation  Committee of the Board or
such  subcommittee  appointed by the  Compensation  Committee  consisting of not
fewer than two non-employee directors.  The Committee shall at all times consist
of outside  directors  within the  meaning  of  Section  162(m) of the IRC.  The
Committee  shall have general  authority to impose any  limitation  or condition
upon a Purchase Award the Committee deems  appropriate to achieve the objectives
of the Purchase Award and the Plan, and in addition,  and without limitation and
in addition to powers set forth elsewhere in the Plan,  shall have the following
specific authority:

        (a)    The  Committee  shall have the power and complete  discretion  to
               determine (i) which  employees  of the  Company or  a  Subsidiary
               shall be  Participants,  (ii)which  Participants  shall receive a
               Purchase  Award with  Purchase Loan rights,  (iii) the  number of
               shares of Company  Stock to be  covered  by each Purchase  Award,
               (iv) the Market Price of Company Stock,(v) the time or times when
               a Purchase  Award  shall  be  granted,  (vi) whether a Disability
               exists,  (vii) the manner in which payment  will be made upon the
               exercise  of a  Purchase  Award, (viii)  the  number of shares of
               Company  Stock  required  to be pledged at any given time, and to
               make appropriate adjustments and (ix) any additional requirements
               relating to Purchase Awards that the Committee deems appropriate.

        (b)    The  Committee may adopt rules and  regulations  for carrying out
               the Plan and for the sale or other  disposition  of Company Stock
               acquired   pursuant   to  the  Plan.   The   interpretation   and
               construction  of any provision of the Plan by the Committee shall
               be final and conclusive.  The Committee may consult with counsel,
               who may be  counsel  to the  Company,  and  shall  not  incur any
               liability for any action taken in good faith in reliance upon the
               advice of counsel.

        (c)    A majority of the members of the  Committee  shall  constitute  a
               quorum,  and all  actions  of the  Committee  shall be taken by a
               majority  of the  members  present.  Any action may be taken by a
               written  instrument signed by all of the members,  and any action
               so taken  shall be fully  effective  as if it had been taken at a
               meeting.

        (d)    The Board may from  time to time appoint  or remove  members  and
               fill vacancies, however caused, in the  Committee.  Insofar as it
               is necessary to satisfy the requirements of Section  16(b) of the
               Exchange  Act  and  Rule  16b-3  thereunder,  no  member  of  the
               Committee shall be eligible to  participate in the Plan or in any
               other  plan  of  the   Company or  a  Subsidiary   that  entitles
               participants   to   acquire   stock,   stock   options  or  stock
               appreciation rights of the Company or a Subsidiary, and no person
               shall become a member of the  Committee if, within the  preceding
               one-year   period,  the   person  shall  have  been  eligible  to
               participate in such a plan.

        (e)    Down  payment  loans  under the 1991 Plan shall be  extended on a
               full recourse  basis for up to seven (7) years in the case of any
               Participant  who receives and exercises an Exchange Award. To the
               extent that a Purchase Note is extended,  accelerated  or prepaid
               under the  terms of the Plan,  said  extension,  acceleration  or
               prepayment shall also apply to the down payment loan.


11.     Effective Date of the Plan

        The 1991 Plan became  effective as of December 12, 1990.  This amendment
and restatement of the 1991 Plan shall be effective as of February 14, 1996, and
shall be submitted to the  shareholders  of the Company for approval.  Until (i)
the Plan has been approved by the Company's shareholders, (ii) the Company Stock
issuable  under the Plan has been  registered  with the  Securities and Exchange
Commission,  (iii) the  Company  Stock is  accepted  for listing on the New York
Stock Exchange,  and (iv) the  requirements of any applicable  state  securities
laws have been  met,  no  Purchase  Award  shall be  granted  or  Purchase  Loan
authorized by the Committee.


12.     Termination, Modification

        If not  sooner  amended  or  terminated  by the  Board,  this Plan shall
terminate  at the close of business on February  13,  2006.  No Purchase  Awards
shall be made under this Plan after  termination.  The Board may  terminate  the
Plan or may  amend  the  Plan in  such  respects  as it  shall  deem  advisable;
provided,  however,  that, if necessary to satisfy the  requirements  of Section
16(b) of the Exchange Act, the New York Stock Exchange or applicable  state law,
the  shareholders  of the  Company  must  approve any  amendment  that would (i)
materially  increase the benefits accruing to Participants  under the Plan, (ii)
materially  increase  the number of shares of  Company  Stock that may be issued
under the Plan, or (iii) materially modify the Plan's eligibility  requirements.
A  termination  or amendment  of the Plan shall not,  without the consent of the
affected  Participant,  adversely impact a Participant's rights under a Purchase
Award previously granted to him.


13.     Notice

        All notices and other  communications  required or permitted to be given
under this Plan shall be in writing  and shall be deemed to have been duly given
if delivered  personally or mailed first class, postage prepaid, as follows: (i)
if to the  Company--at  its principal  business  address to the attention of the
Secretary;  (ii) if to any  Participant--at  the last address of the Participant
known to the sender at the time the notice or other communication is sent.


14.     Governing Law

        The terms of this Plan shall be governed by the laws of the Commonwealth
of Virginia.