Norfolk Southern Railway Co /Va/ Sample Contracts

Issuer And
Indenture • April 23rd, 2004 • Norfolk Southern Railway Co /Va/ • Railroads, line-haul operating • New York
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AGREEMENT ---------
Master Agreement • March 6th, 2000 • Norfolk Southern Railway Co/Va • Railroads, line-haul operating • North Carolina
EXHIBIT 2.1 DISTRIBUTION AGREEMENT
Distribution Agreement • May 21st, 2004 • Norfolk Southern Railway Co /Va/ • Railroads, line-haul operating • New York
among PRR NEWCO, INC., Issuer NORFOLK SOUTHERN RAILWAY COMPANY Guarantor and
First Supplemental Indenture • April 23rd, 2004 • Norfolk Southern Railway Co /Va/ • Railroads, line-haul operating • New York
FOR
Operating Agreement • August 11th, 1999 • Norfolk Southern Railway Co/Va • Railroads, line-haul operating • Virginia
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 10th, 2004 • Norfolk Southern Railway Co /Va/ • Railroads, line-haul operating • New York
AMENDMENT NO. 2
Shared Assets Area Operating Agreement • February 22nd, 2002 • Norfolk Southern Railway Co /Va/ • Railroads, line-haul operating
AMENDMENT NO. 1 TO PRR OPERATING AGREEMENT
PRR Operating Agreement • February 22nd, 2002 • Norfolk Southern Railway Co /Va/ • Railroads, line-haul operating
AMENDMENT NO. 3 TO TRANSACTION AGREEMENT
Transaction Agreement • July 30th, 2004 • Norfolk Southern Railway Co /Va/ • Railroads, line-haul operating

AMENDMENT NO. 3 TO THE TRANSACTION AGREEMENT (this "Amendment"), dated and effective as of June 1, 1999, by and among CSX CORPORATION, a Virginia corporation, CSX TRANSPORTATION, INC., a Virginia corporation, for itself and on behalf of its controlled Subsidiaries (collectively, "CSXT"), NORFOLK SOUTHERN CORPORATION, a Virginia corporation, NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation, for itself and on behalf of its controlled Subsidiaries (collectively, "NSR"), CONRAIL INC., a Pennsylvania corporation, for itself and on behalf of its controlled Subsidiaries, CONSOLIDATED RAIL CORPORATION, a Pennsylvania corporation ("CRC"), and CRR HOLDINGS LLC, a Delaware limited liability company ("CRR Parent");

EXHIBIT 2.2 TRANSACTION AGREEMENT AMENDMENT
Transaction Agreement Amendment • May 21st, 2004 • Norfolk Southern Railway Co /Va/ • Railroads, line-haul operating
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