Conrail, CSXT and NSR Announce New Terms Available for Consenting Holders of Conrail's 1995 PTCs

Conrail, CSXT and NSR Announce New Terms Available for Consenting
Holders of Conrail's 1995 PTCs 


WASHINGTON, Aug. 6  /PRNewswire-FirstCall/ -- Consolidated Rail Corporation
(Conrail), CSX Transportation, Inc. (CSXT) and Norfolk Southern Railway Company
(NSR) announced today that they are revising the offer available to the holders
of the 6.76% PTC, Series 1995-A due May 25, 2015 ("1995 PTCs"), who consent to
the proposed amendments in the secured debt consent solicitation. Pursuant to
this revised offer, Conrail has committed to pay a make-whole premium if
Conrail were to exercise its option to prepay the 1995 PTCs after November 22,
2005. This commitment would be the sole consideration for these consents and,
therefore, no consent fee would be payable to the holders of the 1995 PTCs who
consent to the proposed amendments. For the 1995 PTCs, the original consent fee
offered to holders of the 1995 PTCs was $6.00 per $1,000 principal amount of
those certificates.

The new covenant, which implements the revised offer, will provide that:

"The Company hereby agrees that in the event it shall (i) exercise its option
to prepay after November 22, 2005, the Equipment Notes outstanding under the
Owned Equipment Indenture pursuant to Section 2.10 thereof; or (ii) exercise
its option to voluntarily terminate either Lease pursuant to Section 9(a) of
such Lease, resulting in a prepayment after November 22, 2005, of the Equipment
Notes outstanding under the related Leased Equipment Indenture pursuant to
Section 2.10 thereof, then in each case, in addition to all other amounts
payable by the Company under the Operative Documents in connection with such
prepayment or termination, the Company shall also pay to the Trustee an amount
(an "Additional Amount") equal to the "Make-Whole Amount" (as defined in the
respective Indenture) with respect to the Equipment Notes being prepaid, such
amount to be calculated without regard to the phrase "on or prior to November
22, 2005," appearing in each such definition. Any Additional Amount received by
the Trustee shall be deposited in the Special Payments Account and shall be
distributed to the Certificateholders in the same manner as a Special Payment
described in clause (i) of the definition of such term."

Aside from the changes to the redemption provisions for the 1995 PTCs described
above, none of the maturity dates, payment provisions, interest rates,
redemption provisions or any other similar terms of Conrail's equipment trust
certificates and pass through trust certificates will be amended as a result of
the proposed amendments to be entered into in connection with the secured debt
consent solicitation.

All other terms of the secured debt consent solicitation dated July 26, 2004,
will remain unchanged. The secured debt consent solicitation will expire at 5
p.m., New York City time, on August 23, 2004, unless extended.

Morgan Stanley & Co. Incorporated is the solicitation agent for the secured
debt consent solicitation.

CSX Corporation (NYSE:CSX) (CSX), based in Jacksonville, Fla., owns the largest
rail network in the eastern United States. CSXT and its 34,000 employees
provide rail transportation services over a 23,000 route-mile network in 23
states, the District of Columbia and two Canadian provinces. CSX also provides
intermodal and global container terminal operations through other subsidiaries.

Norfolk Southern Corp. (NSC) through its NSR subsidiary operates 21,500 route
miles in 22 states, the District of Columbia and Ontario, serving every major
container port in the eastern United States and providing connections to
western rail carriers. NSC operates an extensive intermodal network and is the
nation's largest rail carrier of automotive parts and finished vehicles.

Conrail is a principal freight railroad in the Northeastern United States, and
is indirectly owned 58% by NSC and 42% by CSX.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Secured debt consent solicitation materials have been mailed to holders of
Conrail's equipment trust certificates and pass through trust certificates, as
the case may be, in connection with the secured debt consent solicitation.
These documents contain important information about the consent solicitation.
INVESTORS AND HOLDERS OF CONRAIL'S EQUIPMENT TRUST CERTIFICATES AND PASS
THROUGH TRUST CERTIFICATES, AS THE CASE MAY BE, ARE URGED TO READ THESE
DOCUMENTS CAREFULLY. Questions and requests for assistance or for additional
copies of the secured debt consent solicitation materials may be directed to
the Information Agent, Innisfree M&A Incorporated at [phone]. Banks and
brokers may call collect at [phone]. 

DATASOURCE: CSX Corporation



CONTACT:  Misty Skipper, CSX Corp., [phone]; or Media, Bob Fort,

[phone], or Investors, Leanne Marilley, [phone], both of

Norfolk Southern Corp.; or Jonathan M. Broder, Consolidated Rail Corp.,

[phone]



Web site:  http://www.csx.com/ 

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