THE VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT, dated as of , 1996, by and among Norfolk
Southern Corporation, a Virginia corporation ("Parent"), Atlantic Acquisition
Corporation, a Pennsylvania corporation and a wholly owned subsidiary of
Parent ("Acquiror"), and the Bank (the "Trustee"),
W I T N E S S E T H:
WHEREAS, Acquiror owns on the date hereof 100 shares of common stock,
$1.00 par value ("Common Shares"), of Conrail Inc., a Pennsylvania
corporation (the "Company"), and has commenced a tender offer (the "Tender
Offer") to acquire additional (i) Common Shares, and (ii) shares of Series A
ESOP Convertible Junior Preferred Stock, no par value (the "ESOP Preferred
Shares" and, together with the Common Shares, the "Shares"), including, in
each case, the associated Common Stock Purchase Rights issued pursuant to the
Rights Agreement, dated as of July 19, 1989, between the Company and First
Chicago Trust Company of New York, as Rights Agent at a price of $100 per
Share, net to the seller in cash, that may be sufficient to empower the
Parent or the Acquiror to control the Company (the "Acquired Shares").
WHEREAS, the Acquiror wishes to deposit all Shares presently owned and
intends simultaneously with the acceptance for payment of such Acquired
Shares pursuant to the Tender Offer, or otherwise, to deposit such Shares in
an independent, irrevocable voting trust, pursuant to the rules of the
Surface Transportation Board (the "STB"), in order to avoid any allegation or
assertion that the Parent or the Acquiror is controlling or has the power to
control the Company prior to the receipt of any required STB approval or
exemption;
WHEREAS, the Parent intends to place the common stock of the Acquiror in
such voting trust at or immediately prior to a merger (the "Merger") of the
Acquiror with and into the Company pursuant to an Agreement and Plan of
Merger to be entered into by and among the Parent, the Acquiror and the
Company, as it may be amended from time to time (the "Acquisition
Agreement"), in order to avoid any allegation or assertion that the Merger
would result in the Parent controlling or having the power to control the
Company prior to receipt of any required STB approval;
WHEREAS, neither the Trustee nor any of its affiliates has any officers or
board members in common or any direct or indirect business arrangements or
dealings (as described in Paragraph 9 hereof) with the Parent or the Acquiror
or any of their affiliates; and
WHEREAS, the Trustee is willing to act as voting trustee pursuant to the
terms of this Trust Agreement and the rules of the STB,
NOW THEREFORE, the parties hereto agree as follows:
1. Creation of Trust--The Parent and the Acquiror hereby appoint the
Bank as Trustee hereunder, and the Bank hereby accepts said appointment and
agrees to act as Trustee under this Trust Agreement as provided herein.
2. Trust Is Irrevocable--This Trust Agreement and the nomination of the
Trustee during the term of the trust shall be irrevocable by the Parent and
the Acquiror and their affiliates and shall terminate only in accordance
with, and to the extent of, the provisions of Paragraphs 8 and 14 hereof.
3. Deposit of Trust Stock--The Parent and the Acquiror agree that, prior
to acceptance of Acquired Shares purchased pursuant to the Tender Offer, the
Acquiror will direct the depositary for the Tender Offer to transfer to the
Trustee any such Acquired Shares purchased pursuant to the Tender Offer. The
Parent and the Acquiror also agree that simultaneously with receipt,
acquisition or purchase of any additional Shares by either of them, directly
or indirectly, or by any of their affiliates, they will transfer to the
Trustee the certificate or certificates for such Shares. All such
certificates shall be duly endorsed or accompanied by proper instruments duly
executed for transfer thereof to the Trustee or otherwise validly and
properly transferred, and shall be exchanged for one or more Voting Trust
Certificates substantially in the form attached hereto as Exhibit A (the
"Trust Certificates"), with the blanks therein appropriately
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filled in. All Shares at any time delivered to the Trustee hereunder are
called the "Trust Stock." The Trustee shall present to the Company all
certificates representing Trust Stock for surrender and cancellation and for
the issuance and delivery to the Trustee of new certificates registered in
the name of the Trustee or its nominee.
Parent agrees that, at or immediately prior to the Merger, it will
transfer to the Trustee all issued and outstanding shares of the common stock
of the Acquiror owned by the Parent, which certificates shall be duly
endorsed or accompanied by proper instruments duly executed for transfer
thereof to the Trustee, in exchange for one or more Voting Trust Certificates
substantially in the form attached hereto as Exhibit B (the "Acquiror Trust
Certificates"), with the blanks therein appropriately filled. All shares of
the common stock of the Acquiror at any time delivered to the Trustee
hereunder are hereinafter called the "Acquiror Trust Stock." The Trustee
shall present to the Acquiror all certificates representing the Acquiror
Trust Stock for surrender and cancellation by the Acquiror, and for the
issuance and delivery to the Trustee of new certificates registered in the
name of the Trustee or its nominee.
4. Powers of Trustee--The Trustee shall be present, in person or
represented by proxy, at all annual and special meetings of shareholders of
the Company so that all Trust Stock may be counted for the purposes of
determining the presence of a quorum at such meetings. Parent and Acquiror
agree, and the Trustee acknowledges, that the Trustee shall not participate
in or interfere with the management of the Company and shall take no other
actions with respect to the Company except in accordance with the terms
hereof. The Trustee shall exercise all voting rights in respect of the Trust
Stock to approve and effect the Merger (including, without limitation, by
means of a "short-form" merger pursuant to Section 1924(b)(ii) of the
Pennsylvania Business Corporation Law), and in favor of any proposal or
action necessary or desirable to effect, or consistent with the effectuation
of, the Parent and Acquiror's acquisition of the Company, pursuant to the
Acquisition Agreement, and without limiting the generality of the foregoing,
if there shall be with respect to the Board of Directors of the Company an
"Election Contest" as defined in the Proxy Rules of the Securities and
Exchange Commission (the "SEC"), in which one slate of nominees shall support
the effectuation of the Merger and another oppose it, vote in favor of the
removal of any directors opposing the Merger and in favor of the election of
the slate supporting the effectuation of the Merger. In addition, for so long
as the Acquisition Agreement is in effect, the Trustee shall exercise all
voting rights in respect of the Trust Stock, to cause any other proposed
merger, business combination or similar transaction (including, without
limitation, any consolidation, sale or purchase of assets, reorganization,
recapitalization, liquidation or winding up of or by the Company) involving
the Company, but not involving the Parent or one of its subsidiaries or
affiliates (otherwise than in connection with a disposition pursuant to
Paragraph 8), not to be effected. In addition, the Trustee shall exercise all
voting rights in respect of the Trust Stock in favor of any proposal or
action necessary or desirable to dispose of Trust Stock in accordance with
Paragraph 8 hereof. Except as provided in the three immediately preceding
sentences or in Paragraph 5 hereof, prior to the Merger, the Trustee shall vote
all shares of Trust Stock with respect to all matters, including without
limitation the election or removal of directors, voted on by the shareholders of
the Company (whether at a regular or special meeting or pursuant to a unanimous
written consent) in the same proportion as all Shares (other than Trust Stock)
are voted with respect to such matters. In exercising its voting rights in
accordance with this Paragraph 4, the Trustee shall take such actions at all
annual, special or other meetings of stockholders of the Company or in
connection with any and all consents of shareholders in lieu of a meeting.
5. Further Provisions Concerning Voting of Trust Stock--The Trustee shall
be entitled and it shall be its duty to exercise any and all voting rights in
respect of the Trust Stock either in person or by proxy, as hereinafter
provided (including without limitation Paragraphs 4 and 8(b) hereof), unless
otherwise directed by the STB or a court of competent jurisdiction. Subject
to Paragraph 4, the Trustee shall not exercise the voting powers of the Trust
Stock in any way so as to create any dependence or intercorporate
relationship between (i) any or all of the Parent, the Acquiror and their
affiliates, on the one hand, and (ii) the Company or its affiliates, on the
other hand. The term "affiliate" or "affiliates" wherever used in this Trust
Agreement shall have the meaning specified in Section 11323(c) of Title 49 of
the United States Code, as amended. The Trustee shall not, without the prior
approval of the STB, vote the Trust Stock to elect any officer, director,
nominee or representative of the Parent, the Acquiror or their affiliates as
an
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officer or director of the Company or of any affiliate of the Company. The
Trustee shall be kept informed respecting the business operations of the
Company by means of the financial statements and other public disclosure
documents periodically filed by the Company and affiliates of the Company
with the SEC and the STB, and by means of information respecting the Company
contained in such statements and other documents filed by the Parent with the
SEC and the STB, copies of which shall be promptly furnished to the Trustee
by the Company or the Parent, as the case may be, and the Trustee shall be
fully protected in relying upon such information. The Trustee shall not be
liable for any mistakes of fact or law or any error of judgment, or for any
act or omission, except as a result of the Trustee's willful misconduct or
gross negligence. Notwithstanding the foregoing provisions of this Paragraph
5, however, the registered holder of any Trust Certificate may at any time
with the prior written approval of Parent--but only with the prior
written approval of the STB--instruct the Trustee in writing to vote the
Trust Stock represented by such Trust Certificate in any manner, in which
case the Trustee shall vote such shares in accordance with such instructions.
6. Transfer of Trust Certificates--All Trust Certificates shall be
transferable on the books of the Trustee by the registered holder upon the
surrender thereof properly assigned, in accordance with rules from time to
time established for the purpose by the Trustee. Until so transferred, the
Trustee may treat the registered holder as owner for all purposes. Each
transferee of a Trust Certificate issued hereunder shall, by his acceptance
thereof, assent to and become a party to this Trust Agreement, and shall
assume all attendant rights and obligations.
7. Dividends and Distributions--Pending the termination of this Trust as
hereinafter provided, the Trustee shall, immediately following the receipt of
each cash dividend or cash distribution as may be declared and paid upon the
Trust Stock, pay the same over to or as directed by the Acquiror or to or as
directed by the holder of the Trust Certificates hereunder as then appearing
on the books of the Trustee. The Trustee shall receive and hold dividends and
distributions other than cash upon the same terms and conditions as the Trust
Stock and shall issue Trust Certificates representing any new or additional
securities that may be paid as dividends or otherwise distributed upon the
Trust Stock to the registered holders of Trust Certificates in proportion to
their respective interests.
8. Disposition of Trust Stock; Termination of Trust--(a) This Trust is
accepted by the Trustee subject to the right hereby reserved in the Parent at
any time to sell or make any other disposition of the whole or any part of
the Trust Stock, whether or not an event described in subparagraph (b) below
has occurred. The Trustee shall take all actions reasonably requested by the
Parent (including, without limitation, exercising all voting rights in
respect of Trust Stock in favor of any proposal or action necessary or
desirable to effect, or consistent with the effectuation of or with respect
to any proposed sale or other disposition of the whole or any part of the
Trust Stock by the Acquiror or Parent that is otherwise permitted pursuant to
this Paragraph 8. In the event of a permitted sale of Trust Stock by the
Acquiror, the Trustee shall, to the extent the consideration therefor is
payable to or controllable by the Trustee, promptly pay, or cause to be paid,
upon the order of the Acquiror the net proceeds of such sale to the
registered holders of the Trust Certificates in proportion to their
respective interests. It is the intention of this Paragraph that no violation
of 49 U.S.C. Section 11323 will result from a termination of this Trust.
(b) In the event the STB by final order shall (i) approve or exempt the
acquisition of control of the Company by the Acquiror, the Parent or any of
their affiliates or (ii) approve or exempt a merger between the Company and
the Acquiror, the Parent or any of their affiliates, then immediately upon
the direction of the Parent and the delivery of a certified copy of such
order of the STB or other governmental authority with respect thereof, or, in
the event that Subtitle IV of Title 49 of the United States Code, or other
controlling law, is amended to allow the Acquiror, the Parent or their
affiliates to acquire control of the Company without obtaining STB or other
governmental approval, upon delivery of an opinion of independent counsel
selected by the Trustee that no order of the STB or other governmental
authority is required, the Trustee shall either (x) transfer to or upon the
order of the Acquiror, the Parent or the holder or holders of Trust
Certificates hereunder as then appearing on the records of the Trustee, its
right, title and interest in and to all of the Trust Stock then held by it in
accordance with the terms, conditions and agreements of this Trust Agreement
and not theretofore transferred by it as provided in subparagraph (a) hereof,
or (y) if shareholder approval has not previously been obtained, vote the
Trust
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Stock with respect to any such merger between the Company and the Acquiror,
the Parent or any affiliate of either as directed by the holder or holders of
a majority in interest of the Trust Certificates, and upon any such merger
this Trust shall cease and come to an end.
(c) In the event that the STB should issue an order denying, or approving
subject to conditions unacceptable to the Parent, any application or petition
by the Acquiror, the Parent or their affiliates to merge with or otherwise
exercise control over the Company or the surviving corporation in the Merger,
and such order becomes final after judicial review or failure to appeal, Parent
shall use its best efforts to sell, distribute or otherwise to dispose of the
Trust Stock or all of the assets of the Company or the surviving corporation in
the Merger, to one or more eligible purchasers, during a period
of two years after such order becomes final after judicial review or failure
to appeal, and subject to any jurisdiction of the STB to oversee Parent's
divestiture of Trust Stock. At all times, the Trustee shall continue to
perform its duties under this Trust Agreement and, should Parent be
unsuccessful in its efforts to sell or distribute the Trust Stock during the
period referred to, the Trustee shall then as soon as practicable sell the
Trust Stock for cash to eligible purchasers in such manner and for such price
as the Trustee in its discretion shall deem reasonable after consultation
with Parent. (An "eligible purchaser" hereunder shall be a person or entity
that is not affiliated with Parent and which has all necessary regulatory
authority, if any, to purchase the Trust Stock.) Parent agrees to cooperate
with the Trustee in effecting such disposition and the Trustee agrees to act
in accordance with any direction made by Parent as to any specific terms or
method of disposition, to the extent not inconsistent with any of the terms
of this Trust Agreement and with the requirements of the terms of any STB or
court order. The proceeds of the sale shall be distributed to or upon the
order of Parent or, on a pro rata basis, to the holder or holders of the
Trust Certificates hereunder as then known to the Trustee. The Trustee may,
in its reasonable discretion, require the surrender to it of the Trust
Certificates hereunder before paying to the holder his share of the proceeds.
Upon disposition of all the Trust Stock pursuant to this paragraph 8(c), this
Trust shall cease and come to an end.
(d) Unless sooner terminated pursuant to any other provision herein
contained, this Trust Agreement shall terminate on , , and may be
extended by the parties hereto, so long as no violation of 49 U.S.C. Section
11323 will result from such termination or extension. All Trust Stock and any
other property held by the Trustee hereunder upon such termination shall be
distributed to or upon the order of the Acquiror. The Trustee may, in its
reasonable discretion, require the surrender to it of the Trust Certificates
hereunder before the release or transfer of the stock interests evidenced
thereby.
(e) The Trustee shall promptly inform the STB of any transfer or
disposition of Trust Stock pursuant to this Paragraph 8.
(f) Except as expressly provided in this Paragraph 8, the Trustee shall
not dispose of, or in any way encumber, the Trust Stock, and any transfer,
sale or encumbrance in violation of the foregoing shall be null and void.
9. Independence of the Trustee--Neither the Trustee nor any affiliate of
the Trustee may have (i) any officers, or members of their respective boards
of directors, in common with the Acquiror, the Parent, or any affiliate of
either, or (ii) any direct or indirect business arrangements or dealings,
financial or otherwise, with the Acquiror, the Parent or any affiliate of
either, other than dealings pertaining to the establishment and carrying out
of this voting trust. Mere investment in the stock or securities of the
Acquiror or the Parent or any affiliate of either by the Trustee, short of
obtaining a controlling interest, will not be considered a proscribed
business arrangement or dealing, but in no event shall any such investment by
the Trustee in voting securities of the Acquiror, the Parent or their
affiliates exceed five percent of their outstanding voting securities and in
no event shall the Trustee hold a proportion of such voting securities so
substantial as to permit the Trustee in any way to control or direct the
affairs of the Acquiror, the Parent or their affiliates. Neither the
Acquiror, the Parent nor their affiliates shall purchase the stock or
securities of the Trustee or any affiliate of the Trustee.
10. Compensation of the Trustee--The Trustee shall be entitled to receive
reasonable and customary compensation for all services rendered by it as
Trustee under the terms hereof and said compensation to the Trustee, together
with all counsel fees, taxes, or other expenses reasonably incurred
hereunder, shall be promptly paid by the Acquiror or the Parent.
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11. Trustee May Act Through Agents--The Trustee may at any time or from
time to time appoint an agent or agents and may delegate to such agent or
agents the performance of any administrative duty of the Trustee.
12. Concerning the Responsibilities and Indemnification of the
Trustee--The Trustee shall not be answerable for the default or misconduct of
any agent or attorney appointed by it in pursuance hereof if such agent or
attorney has been selected with reasonable care. The duties and
responsibilities of the Trustee shall be limited to those expressly set forth
in this Trust Agreement. The Trustee shall not be responsible for the
sufficiency or the accuracy of the form, execution, validity or genuineness
of the Trust Stock, or of any documents relating thereto, or for any lack of
endorsement thereon, or for any description therein, nor shall the Trustee be
responsible or liable in any respect on account of the identity, authority or
rights of the persons executing or delivering or purporting to execute or
deliver any such Trust Stock or document or endorsement or this Trust
Agreement, except for the execution and delivery of this Trust Agreement by
this Trustee. The Acquiror and the Parent agree that they will at all times
protect, indemnify and save harmless the Trustee from any loss, cost or
expense of any kind or character whatsoever in connection with this Trust
except those, if any, growing out of the negligence or willful misconduct of
the Trustee, and will at all times themselves undertake, assume full
responsibility for, and pay all costs and expense of any suit or litigation
of any character, including any proceedings before the STB, with respect to
the Trust Stock of this Trust Agreement, and if the Trustee shall be made a
party thereto, the Acquiror or the Parent will pay all costs and expenses,
including reasonable counsel fees, to which the Trustee may be subject by
reason thereof; provided, however, that the Acquiror and the Parent shall not
be responsible for the cost and expense of any suit that the Trustee shall
settle without first obtaining the Parent's written consent. The Trustee may
consult with counsel and the opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken or
omitted or suffered by the Trustee hereunder in good faith and in accordance
with such opinion.
13. Trustee to Give Account to Holders--To the extent requested to do so
by the Acquiror or any registered holder of a Trust Certificate, the Trustee
shall furnish to the party making such request full information with respect
to (i) all property theretofore delivered to it as Trustee, (ii) all property
then held by it as Trustee, and (iii) all actions theretofore taken by it as
Trustee.
14. Resignation, Succession, Disqualification of Trustee--The Trustee, or
any trustee hereafter appointed, may at any time resign by giving sixty days'
written notice of resignation to the Parent and the STB. The Parent shall at
least fifteen days prior to the effective date of such notice appoint a
successor trustee which shall (i) satisfy the requirements of Paragraph 9
hereof and (ii) be a corporation organized and doing business under the laws
of the United States or of any State thereof and authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of
at least $50,000,000 and subject to supervision or examination by federal or
state authority. If no successor trustee shall have been appointed and shall
have accepted appointment at least fifteen days prior to the effective date
of such notice of resignation, the resigning Trustee may petition any
competent authority or court of competent jurisdiction for the appointment of
a successor trustee. Upon written assumption by the successor trustee of the
Trustee's powers and duties hereunder, a copy of the instrument of assumption
shall be delivered by the Trustee to the Parent and the STB and all
registered holders of Trust Certificates shall be notified of its assumption,
whereupon the Trustee shall be discharged of the powers and duties of the
Trustee hereunder and the successor trustee shall become vested with such
powers and duties. In the event of any material violation by the Trustee of
the terms and conditions of this Trust Agreement, the Trustee shall become
disqualified from acting as trustee hereunder as soon as a successor trustee
shall have been selected in the manner provided by this paragraph.
15. Amendment--Subject to the requirements of the Acquisition Agreement,
this Trust Agreement may from time to time be modified or amended by
agreement executed by the Trustee, the Acquiror (if executed prior to the
Merger), the Parent and all registered holders of the Trust Certificates (i)
pursuant to an order of the STB, (ii) with the prior approval of the STB,
(iii) in order to comply with any order of the STB or (iv) upon receipt of an
opinion of counsel satisfactory to the Trustee and the holders of Trust
Certificates that an order of the STB approving such modification or
amendment is not required and that the amendment is consistent with the STB's
regulations regarding voting trusts.
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16. Governing Law; Powers of the STB--The provisions of this Trust
Agreement and of the rights and obligations of the parties hereunder shall be
governed by the laws of the [Commonwealth of Pennsylvania,] except that to
the extent any provision hereof may be found inconsistent with subtitle IV,
title 49, United States Code or regulations promulgated thereunder, such
statute and regulations shall control and such provision hereof shall be
given effect only to the extent permitted by such statute and regulations. In
the event that the STB shall, at any time hereafter by final order, find that
compliance with law requires any other or different action by the Trustee
than is provided herein, the Trustee shall act in accordance with such final
order instead of the provisions of this Trust Agreement.
17. Counterparts--This Trust Agreement may be executed in counterparts,
each of which shall constitute an original, and one of which shall be held by
each of the Parent and the Acquiror and two shall be held by the Trustee, one
of which shall be subject to inspection by holders of Trust Certificates on
reasonable notice during business hours.
18. Filing With the STB--A copy of this Agreement and any amendments or
modifications thereto shall be filed with the STB by the Acquiror.
19. Successors and Assigns--This Trust Agreement shall be binding upon the
successors and assigns to the parties hereto, including without limitation
successors to the Acquiror and the Parent by merger, consolidation or
otherwise. The parties agree that the Company shall be an express third party
beneficiary of this Trust Agreement. Except as otherwise expressly set forth
herein, any consent required from the Company hereunder shall be granted or
withheld in the Company's sole discretion.
20. Succession of Functions--The term "STB" includes any successor agency
or governmental department that is authorized to carry out the
responsibilities now carried out by the STB with respect to the consideration
of the consistency with the public interest of rail mergers and combinations,
the regulation of voting trusts in respect of the acquisition of securities
of rail carriers or companies controlling them, and the exemption of approved
rail mergers and combinations from the antitrust laws.
21. Notices--Any notice which any party hereto may give to the other
hereunder shall be in writing and shall be given by hand delivery, or by
first class registered mail, or by overnight courier service, or by facsimile
transmission confirmed by one of the aforesaid methods, sent,
If to Purchaser or Acquiror, to
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510
Attention: Vice President--Law
If to the Trustee, to
And if to the holders of Trust Certificates, to them at their addresses as
shown on the records maintained by the Trustee.
22. Remedies--Each of the parties hereto acknowledges and agrees that in
the event of any breach of this Agreement, each non-breaching party would be
irreparably and immediately harmed and could not be made whole by monetary
damages. It is accordingly agreed that the parties hereto (a) will waive, in
any action for specific performance, the defense of adequacy of a remedy at
law and (b) shall be entitled, in addition to any other remedy to which they
may be entitled at law or in equity, to an order compelling specific
performance of this Agreement in any action instituted in any state or
federal court sitting in Philadelphia, Pennsylvania. Each party hereto
consents to personal jurisdiction in any such action brought in any state or
federal court sitting in Philadelphia, Pennsylvania.
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IN WITNESS WHEREOF, Norfolk Southern Corporation and Atlantic Acquisition
Corporation have caused this Trust Agreement to be executed by their
authorized officers and their corporate seals to be affixed, attested by
their Secretaries or Assistant Secretaries, and the Bank has caused this
Trust Agreement to be executed by one of its Assistant Vice Presidents and
its corporate seal to be affixed, attested to by one of its Assistant
Corporate Trust Officers, all as of the day and year first above written.
Attest: NORFOLK SOUTHERN CORPORATION
------------------------------- -------------------------------------
By
-------------------------------------
Secretary
Attest: ATLANTIC ACQUISITION CORPORATION
------------------------------- -------------------------------------
By
-------------------------------------
Secretary
Attest: BANK
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EXHIBIT A
NO. SHARES
VOTING TRUST CERTIFICATE
FOR
COMMON STOCK,
$1.00 PAR VALUE
OF
CONRAIL INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF PENNSYLVANIA
THIS IS TO CERTIFY that will be entitled, on the surrender of this
Certificate, to receive on the termination of the Voting Trust Agreement
hereinafter referred to, or otherwise as provided in Paragraph 8 of said
Voting Trust Agreement, a certificate or certificates for shares of the
Common Stock, $1.00 par value, of Conrail Inc. (the "Company"). This
Certificate is issued pursuant to, and the rights of the holder hereof are
subject to and limited by, the terms of a Voting Trust Agreement, dated as of
, 1996, executed by Norfolk Southern Corporation, a Virginia
corporation, Atlantic Acquisition Corporation, a Pennsylvania corporation,
and the Bank, as Voting Trustee, a copy of which Voting Trust Agreement
is on file in the registered office of said corporation at , and open
to inspection of any stockholder of the Company and the holder hereof. The
Voting Trust Agreement, unless earlier terminated (or extended) pursuant to
the terms thereof, will terminate on , , so long as no violation of 49
U.S.C. Section 11323 will result from such termination.
The holder of this Certificate shall be entitled to the benefits of said
Voting Trust Agreement, including the right to receive payment equal to the
cash dividends, if any, paid by the Company with respect to the number of
shares represented by this Certificate.
This Certificate shall be transferable only on the books of the
undersigned Voting Trustee or any successor, to be kept by it, on surrender
hereof by the registered holder in person or by attorney duly authorized in
accordance with the provisions of said Voting Trust Agreement, and until so
transferred, the Voting Trustee may treat the registered holder as the owner
of this Voting Trust Certificate for all purposes whatsoever, unaffected by
any notice to the contrary.
By accepting this Certificate, the holder hereof assents to all the
provisions of, and becomes a party to, said Voting Trust Agreement.
IN WITNESS WHEREOF, the Voting Trustee has caused this Certificate to be
signed by its officer duly authorized.
Dated:
THE BANK
By
-----------------------------------
Authorized Officer
A-1
FORM OF BACK OF VOTING TRUST CERTIFICATE
FOR VALUE RECEIVED hereby sells, assigns, and transfers unto
the within Voting Trust Certificate and all rights and interests
represented thereby, and does hereby irrevocably constitute and appoint
Attorney to transfer said Voting Trust Certificate on the books
of the within mentioned Voting Trustee, with full power of substitution in
the premises.
-----------------------------------
Dated:
In the Presence of:
-----------------------------------------------------------------------------
A-2
EXHIBIT B
NO. SHARES
VOTING TRUST CERTIFICATE
FOR
COMMON STOCK,
$1.00 PAR VALUE
INCORPORATED UNDER THE LAWS OF THE STATE OF PENNSYLVANIA
THIS IS TO CERTIFY that will be entitled, on the surrender of
this Certificate, to receive on the termination of the Voting Trust Agreement
hereinafter referred to, or otherwise as provided in Paragraph 8 of said
Voting Trust Agreement, a certificate or certificates for shares of the
Common Stock, $ par value, of , a Pennsylvania corporation (the
"Company"). This Certificate is issued pursuant to, and the rights of the
holder hereof are subject to and limited by, the terms of a Voting Trust
Agreement, dated as of , 1996, executed by Norfolk Southern Corporation,
a Virginia corporation, Altantic Acquisition Corporation, a Pennsylvania
corporation, and the Bank, as Voting Trustee, a copy of which Voting
Trust Agreement is on file in the registered office of said corporation at
, and open to inspection of any stockholder of the Company and the
holder hereof. The Voting Trust Agreement, unless earlier terminated (or
extended) pursuant to the terms thereof, will terminate on , , so long
as no violation of 49 U.S.C. Section 11323 will result from such termination.
The holder of this Certificate shall be entitled to the benefits of said
Voting Trust Agreement, including the right to receive payment equal to the
cash dividends, if any, paid by the Company with respect to the number of
shares represented by this Certificate.
This Certificate shall be transferable only on the books of the
undersigned Voting Trustee or any successor, to be kept by it, on surrender
hereof by the registered holder in person or by attorney duly authorized in
accordance with the provisions of said Voting Trust Agreement, and until so
transferred, the Voting Trustee may treat the registered holder as the owner
of this Voting Trust Certificate for all purposes whatsoever, unaffected by
any notice to the contrary.
By accepting this Certificate, the holder hereof assents to all the
provisions of, and becomes a party to, said Voting Trust Agreement.
IN WITNESS WHEREOF, the Voting Trustee has caused this Certificate to be
signed by its officer duly authorized.
Dated:
THE BANK
By
-----------------------------------
Authorized Officer
B-1
FORM OF BACK OF VOTING TRUST CERTIFICATE
FOR VALUE RECEIVED hereby sells, assigns, and transfers
unto the within Voting Trust Certificate and all rights and
interests represented thereby, and does hereby irrevocably constitute and
appoint Attorney to transfer said Voting Trust Certificate on the
books of the within mentioned Voting Trustee, with full power of substitution
in the premises.
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Dated:
In the Presence of:
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B-2
