8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   Form 8-K

                                CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): December 7, 2000



                            GENESEE & WYOMING INC.
              (Exact Name of registrant specified in its charter)

            Delaware                   0-20847               06-0984624
  (State or other Jurisdiction     (Commission File       (I.R.S. Employer
       of Incorporation)               Number)           Identification No.)


                              66 Field Point Road
                         Greenwich, Connecticut 06830
                   (Address of principal executive offices)
                 Registrant's telephone number: (203) 629-3722



Item 5.   Other Events

          The purpose of this Form 8-K is to file two press releases recently
issued by Genesee & Wyoming Inc. (GWI) and certain related documents.

          In the most recent press release, issued December 18, 2000, GWI
announced that its joint venture, Australian Railroad Group Pty Ltd, has
completed the acquisition of Westrail Freight from the government of Western
Australia for approximately $323 million, including working capital and
acquisition costs. GWI also announced in this press release that it has
completed the sale of $20 million of convertible preferred stock to The
1818 Fund III, L.P., an affiliate of Brown Brothers Harriman & Co.  A copy of
this press release is filed herewith as Exhibit 99.1 and is hereby
incorporated by reference to this Item 5.

          In the earlier press release, issued on December 8, 2000, GWI
announced that it has refinanced its Mexican subsidiary, Compania de
Ferrocarriles Chiapas-Mayab, with $42.5 million of debt and equity capital.
A copy of this press release is filed herewith as Exhibit 99.2 and is hereby
incorporated by reference to this Item 5.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

           (a) Not applicable

           (b) Not applicable

           (c) Exhibits

               3.1    Restated Certificate of Incorporation of Genesee &
                      Wyoming Inc., dated November 14, 2000.

               3.2    Certificate of Designation of 4.0% Senior Redeemable
                      Convertible Preferred Stock, Series A, dated December
                      11, 2000.

               10.1   Stock Purchase Agreement by and between Genesee &
                      Wyoming Inc. and The 1818 Fund III, L.P., dated October
                      19, 2000.

               10.2   Registration Rights Agreement between Genesee & Wyoming
                      Inc. and The 1818 Fund III, L.P., dated December 12,
                      2000.




                                      -2-



               10.3   Letter Agreement between Genesee  & Wyoming Inc., The
                      1818 Fund III, L.P. and Mortimer B. Fuller, III, dated
                      December 12, 2000.

               99.1   Press release issued on December 18, 2000.

               99.2   Press release issued on December 8, 2000.









































                                      -3-



                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                  GENESEE & WYOMING INC.
                                  (Registrant)


                                  By: /s/ John C. Hellmann
                                     ------------------------
                                     Name:  John C. Hellmann
                                     Title: Chief Financial Officer

December 20, 2000































                                      -4-



                               INDEX TO EXHIBITS



Exhibit Number     Exhibit Title
- --------------     -------------

      3.1          Restated Certificate of Incorporation of Genesee & Wyoming
                   Inc., dated November 14, 2000.

      3.2          Certificate of Designation of 4.0% Senior Redeemable
                   Convertible Preferred Stock, Series A, dated December 11,
                   2000.

      10.1         Stock Purchase Agreement by and between Genesee & Wyoming
                   Inc. and The 1818 Fund III, L.P., dated October 19, 2000.

      10.2         Registration Rights Agreement between Genesee & Wyoming
                   Inc. and The 1818 Fund III, L.P., dated December 12, 2000.

      10.3         Letter Agreement between Genesee & Wyoming Inc., The 1818
                   Fund III, L.P. and Mortimer B. Fuller, III, dated December
                   12, 2000.

      99.1         Press release issued on December 18, 2000.

      99.2         Press release issued on December 8, 2000.





















                                      -5-

EX-3.1

                                                                  Exhibit 3.1

                                 RESTATED
                       CERTIFICATE OF INCORPORATION
                                    OF
                          GENESEE & WYOMING INC.

   (Originally incorporated as Genesee and Wyoming Industries, Inc. on
                            September 1, 1977)

        1.      Name.  The name of the Corporation is Genesee & Wyoming
                Inc.

        2.      Registered Agent.  The address of its registered office
                in the State of Delaware is 1209 Orange Street,
                Wilmington, New Castle County, Delaware 19801.  The
                registered agent at such address is The Corporation Trust
                Company.

        3.      Purposes.  The nature of the business or purposes to be
                conducted or promoted is:

        To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

        4.      Capitalization.  The aggregate number of shares which the
Corporation shall have authority to issue is Fourteen Million Five
Hundred Thousand (14,500,000), consisting of:

                (i)       Twelve Million (12,000,000) shares of Class A
        Common Stock, par value $.01 per share (the "Class A Common");

                (ii)      One Million Five Hundred Thousand (1,500,000)
        shares of Class B Common Stock, par value $.01 per share (the
        "Class B Common" and together with the Class A Common, the
        "Common Stock"); and

                (iii)     One Million (1,000,000) shares of Preferred
        Stock, par value $.01 per share (the "Preferred Stock").

                          A.      Common Stock.

                The Class A Common and the Class B Common shall be
identical in all respects and shall entitle the holders thereof to the
same rights, privileges and limitations, except as otherwise provided
herein.  The relative rights, privileges and limitations of the Class A
Common and the Class B Common are as follows:

        (a)     Voting Rights.  The holders of Class A Common and Class B
Common shall have the following rights:

                (i)       The holders of Class A Common and Class B
        Common shall be entitled to vote as separate classes on all



        matters as to which a class vote is now, or hereafter may be,
        required by law.

                (ii)      On all other matters, the holders of Class A
        Common and Class B Common shall vote together as a single class,
        provided that the holders of Class A Common shall have one vote
        per share and the holders of Class B Common shall have ten votes
        per share.

                (iii)     There shall be no cumulative voting of any
        shares of either the Class A Common or the Class B Common.

        (b)     Conversion.

                (i)       No Conversion of Class A Common.  The Class A
        Common shall not be convertible into any class of the securities
        of the Corporation.

                (ii)      Voluntary Conversion of Class B Common.  Each
        holder of record of a share of Class B Common may at any time or
        from time to time, without cost to such holder and at such
        holder's option, convert any whole number or all of such holder's
        shares of Class B Common into fully paid and nonassessable shares
        of Class A Common at the rate of one share of Class A Common for
        each share of Class B Common surrendered for conversion.  Any
        such conversion may be effected by any holder of Class B Common
        by surrendering such holder's certificate or certificates for the
        shares of Class B Common to be converted, duly endorsed, at the
        office of the corporation or the office of any transfer agent for
        the Class A Common, together with a written notice to the
        Corporation at such office that such holder elects to convert all
        or a specific number of such shares of Class B Common.
        Thereafter, the Corporation shall cause its transfer agent to
        issue and deliver to such holder a certificate or certificates
        for the number of shares of Class A Common to which such holder
        shall be entitled as aforesaid.  Such conversion shall be made as
        of the close of business on the tenth business day following the
        date of such surrender, and the person or persons entitled to
        receive the shares of Class A Common issuable upon such
        conversion shall be treated for all purposes as the record holder
        or holders of such shares of Class A Common on such date.

                (iii)     Automatic Conversion of Class B Common Upon
        Certain Transfers.  Upon any transfer, other than an Excluded
        Transfer (as hereinafter defined), of a share or shares of Class
        B Common by the holder of record thereof, such share or shares of
        Class B Common shall automatically convert into and become an
        equal number of shares of Class A Common.  For purposes of this
        Article 4(b)(iii), the term "Excluded Transfers" shall mean (a)
        any transfer to an individual or entity that is, at the time of
        such transfer, a holder of record of any shares of Class B Common






        or an "Executive Officer" (as hereinafter defined) of the
        Corporation; (b) any transfer by gift to a spouse, child or
        grandchild of a holder of record of any shares of Class B Common,
        or to a trust for the benefit thereof; or (c) any transfer to a
        spouse, child or grandchild of a holder of record of any shares
        of Class B Common, or to a trust for the benefit thereof, which
        results, whether by bequest, operation of the laws of intestate
        succession or otherwise, from the death of such holder or record.
        For purposes of this Article 4(b)(iii), the term "Executive
        Officer" shall mean an officer of the Corporation within the
        meaning of Rule 16a-1 promulgated under the Securities Exchange
        Act of 1934, as amended.  The transferor of the Class B Common
        shall surrender the certificate or certificates representing the
        transferred shares at the principal office of the Corporation at
        any time during normal business hours, together with (a) a
        written notice stating that such holder has transferred the
        shares, or a stated number of the shares, represented by such
        certificate or certificates and (b) a written statement advising
        as to whether or not the transfer is an Excluded Transfer.  In
        the event that, according to such statement, the transfer is an
        Excluded Transfer, the transferor shall also deliver to the
        Corporation proof acceptable to the Corporation and its counsel
        of the nature of the Excluded Transfer.  If the transferor does
        not claim an Excluded Transfer, the transfer or shares and
        automatic conversion of shares of Class B Common into shares of
        Class A Common under this Article 4(b)(iii) shall be deemed to
        have been effected as of the close of business on the date on
        which the transferor surrenders such certificate or certificates
        representing shares of Class B Common and delivers such notice,
        and at such time the rights of the holder of record of the
        converted shares of Class B Common shall cease and the person or
        persons in whose name or names the certificate or certificates
        for shares of Class A Common are to be issued because of the
        conversion shall be deemed to have become the holder or holders
        of record of the Class A Common represented thereby.  If the
        transferor claims an Excluded Transfer, the transfer shall be
        deemed to have been effected as of the close of business on the
        date on which the transferor surrenders such certificate or
        certificates representing shares of Class B Common, but only
        following the determination by the Corporation and its counsel
        that the proof of Excluded Transfer submitted by the transferor
        is acceptable.  In the event the transferor claims an Excluded
        Transfer and the Corporation and its counsel determine that the
        submitted proof is not acceptable, the Corporation shall so
        advise the transferor by written notice accompanied by any share
        certificates and stock powers previously tendered by the
        transferor.

                (iv)      Reserves of Class A Common. The Corporation
        will at all times reserve and keep available, solely for the
        purpose of issue upon conversion of the outstanding shares of






        Class B Common, such number of shares of Class A Common as shall
        be issuable upon the conversion of all outstanding shares of
        Class B Common, provided that the foregoing shall not be
        considered to preclude the Corporation from satisfying its
        obligations in respect of the conversion of the outstanding
        shares of Class B Common by delivery of shares of Class A Common
        which are held in the treasury of the Corporation.

        (c)     Dividends.  Subject to the rights of the Class A Common
set forth in Article 4(d) hereof, the Board of Directors, acting in its
sole discretion, may declare in accordance with law a dividend payable in
cash, in property or in shares of Class A Common on only the Class A
Common or on both the Class A Common and the Class B Common.  No
dividends may be declared payable (i) in shares of Class B Common or (ii)
only to holders of Class B Common.  If a dividend is to be paid on the
Class B Common, a dividend shall also be paid on the Class A Common such
that the market price of the dividend paid on each share of the Class A
Common exceeds the market price of the dividend paid on each share of
Class B Common by ten percent (rounded up, if necessary, to the nearest
one-hundredth of a cent).

        (d)     Rights Upon Liquidation.  Holders of Class A Common and
Class B Common shall have identical rights in the event of liquidation of
the Corporation, and shall be treated as a single class for purposes
thereof.

        (e)     Other Terms.  Neither the Class A Common Stock nor the
Class B Common Stock may be subdivided, consolidated, reclassified or
otherwise changed unless contemporaneously therewith the other class of
shares is subdivided, consolidated, reclassified or otherwise changed in
the same proportion and in the same manner.  In any merger,
consolidation, reorganization or other business combination, the
consideration to be received per share by holders of either Class A
Common Stock or Class B Common Stock must be identical to that received
by holders of the other class.  Holders of Common Stock are not entitled
to preemptive rights, and neither the Class A Common Stock nor the Class
B Common Stock is subject to redemption.

                          B.      Preferred Stock.

                The Board of Directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware (such certificate being
hereinafter referred to as a "Preferred Stock Designation"), to establish
from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences, and rights of
the shares of each such series and any qualifications, limitations or
restrictions thereof.  The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of a majority of the voting






power of all of the Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such
holders is required pursuant to the terms of any Preferred Stock
Designation.

        5.      Perpetual Existence.  The Corporation is to have
perpetual existence.

        6.      By-laws.  In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is expressly
authorized to make, alter or repeal the By-laws of the Corporation.

        7.      Stockholders.  Meetings of stockholders may be held
within or without the State of Delaware, as the By-laws may provide.  The
books of the Corporation may be kept (subject to any provision contained
in the statutes) outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the
By-laws of the Corporation.  Elections of directors need not be by
written ballot unless the By-laws of the Corporation shall so provide.

        8.      Amendment.  The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred upon stockholders herein are granted subject to this
reservation.

        9.      Liability to Directors.  A member of the Corporation's
Board of Directors shall not be personally liable to the Corporation or
its stockholders for monetary damages for a breach of fiduciary duty as a
director, except for liability of the director (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under Section 174 of the
Delaware General Corporation Law, relating to the payment of unlawful
dividends or unlawful stock repurchases or redemptions, or (d) for any
transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law is hereafter amended to further
eliminate or limit the liability of a director of a corporation, then a
director of the Corporation, in addition to the circumstances set forth
herein, shall have no liability as a director (or such liability shall be
limited) to the fullest extent permitted by the Delaware General
Corporation Law as so amended.  No repeal or modification of the
foregoing provisions of this Article 9 nor, to the fullest extent
permitted by law, any modification of law, shall adversely affect any
right or protection of a director of the Corporation existing at the time
of such repeal or modification.

        10.     Indemnification.

        (a)     Right to Indemnification.  Each person who was or is made
a party or is threatened to be made party to or is otherwise involved in






any action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding"), by reason of the fact that
he or she is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by the indemnitee in
connection therewith, and such indemnification shall continue as to an
indemnitee who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in section
(b) of this Article 10 with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation. The right to indemnification
conferred by this Article 10 shall be a contract right and shall include
the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if
the Delaware General Corporation Law so requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director
or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including without limitation service to an
employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking (hereinafter an "undertaking"), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is
no further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Article 10 or otherwise.

        (b)     Right of Indemnitee to Bring Suit.  If a claim under
section (a) of this Article 10 is not paid in full by the Corporation
within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation
to recover the unpaid amount of the claim.  If successful in whole or in
part in any such suit, or in a suit brought by the Corporation to recover






an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting
or defending such suit.  In any suit brought by an  indemnitee to enforce
a right to indemnification hereunder (other than a suit brought by an
indemnitee to enforce a right to an advancement of expenses) it shall be
a defense that the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law.  In any suit
by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Corporation shall be entitled to recover
such expenses upon a final adjudication that the indemnitee has not met
the applicable standard of conduct set forth in the Delaware General
Corporation Law.  Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or stockholders) to have
made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because
the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel,
or stockholders) that the indemnitee has not met such applicable standard
of conduct, shall create a presumption that the indemnitee has not met
the applicable standard of conduct or, in the case of such a suit brought
by the indemnitee, be a defense of such a suit.  In any suit brought by
the indemnitee to enforce a right to indemnification or to an advancement
of expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to such indemnification or to such
advancement of expenses, under this Article 10 or otherwise, shall be on
the Corporation.

        (c)     Non-Exclusive Rights.  The rights to indemnification and
to the advancement of expenses conferred by this Article 10 shall not be
exclusive of any other right which any person may have or hereafter
acquire under any statute, the Corporation's Certificate of
Incorporation, as amended or supplemented, By-law, agreement, vote of
stockholders or disinterested directors or otherwise.

        (d)     Insurance.  The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or
agent of the Corporation, or another corporation, partnership, joint
venture, trust or other enterprise, against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the Delaware
General Corporation Law.

        (e)     Indemnification of Employees and Agents.  The Corporation
may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest
extent of the provisions of this Article 10 with respect to the
indemnification and advancement of expenses of directors and officers of
the Corporation.






        11.     Super-Majority Voting Requirement.

        (a)     Without the affirmative vote of sixty-six and two-thirds
percent (66 2/3%) of the voting power of all of the Common Stock of the
Corporation entitled to vote thereon (voting together as one class), the
Corporation shall not:

                (i)       consolidate with or merge into or with any
        other Person (as hereinafter defined) unless the Corporation is
        the survivor of such consolidation or merger and no Change of
        Control (as hereinafter defined) has occurred thereby; or

                (ii)      sell, lease, exchange, transfer (by liquidation
        or otherwise), or otherwise dispose of all or substantially all
        of its properties and assets (or the properties and assets of all
        of its Subsidiaries (as hereinafter defined), taken as a whole)
        to any Person or Persons, whether in a single transaction or a
        series of related transactions; or

                (iii)     amend or otherwise modify or repeal this
        Article 11.

        (b)     For the purposes of this Article 11, the following terms
shall have the following meanings:

                (i)       "Affiliate" of a Person is any other Person
        that directly, or indirectly through one or more intermediaries,
        controls or is controlled by, or is under common control with,
        such Person.

                (ii)      "Change of Control" shall be deemed to have
        occurred if and when any Person or Persons shall become the
        beneficial owner or owners, directly or indirectly, of shares of
        the Class A Common and/or the Class B Common which represent 50
        percent or more of the votes represented by all outstanding
        shares of Class A Common and Class B Common.

                (iii)     "Control" (including the terms "controlled by"
        and "under common control with") means the possession, direct or
        indirect, of the power to direct or cause the direction of the
        management and policies of a Person, whether through the
        ownership of voting securities, by contract or otherwise.

                (iv)      "Person" means and includes any individual,
        partnership, corporation, trust, unincorporated organization or
        other entity, and any government or governmental authority,
        agency or political subdivision thereof.  The term "Persons"
        shall include a Person and all Affiliates of such Person.  The
        term "Person" and "Persons" shall also include any person or
        group of persons within the meaning of the Securities Exchange
        Act of 1934, as amended.






                (v)       "Subsidiaries" means, with respect to the
        Corporation, all corporations, partnerships, joint ventures,
        trusts and other entities of which the Corporation, directly or
        indirectly, owns an amount of voting securities, or possesses
        other ownership interests, having the power, direct or indirect,
        to elect a majority of the Board of Directors or other governing
        body thereof.

        12.     Relevant Considerations.  In discharging the duties of
their respective positions, the Board of Directors, committees of the
Board of Directors and individual Directors may, in considering the best
interests of the Corporation, consider the effects of any action upon
employees, general agents, and other customers and creditors of the
Corporation and its subsidiaries, communities in which offices or other
establishments of the Corporation are located, the economy of the state
and nation, and the long-term as well as the short-term interests of the
Corporation and its stockholders, including the possibility that these
interests may be best served by the continued independence of the
Corporation, and all other pertinent factors.

        13.     Classified Board of Directors.  The Board of Directors
shall be and are divided into three classes, designated Class I, Class II
and Class III, as nearly equal in number as possible, and the term of
office of Directors of one class shall expire at each annual meeting of
stockholders, and in all cases as to each Director, until his successor
shall be elected and qualified or until his earlier resignation, removal
from office, death or incapacity.  Additional directorships resulting
from an increase in number of Directors shall be apportioned among the
classes as equally as possible.  At each annual meeting of stockholders,
the number of Directors equal to the number of Directors of the class
whose term expires at the time of such meeting (or if less, the number of
Directors properly nominated and qualified for election) shall be elected
to hold office until the third succeeding annual meeting of stockholders
after their election.

        This Restated Certificate of Incorporation shall be effective on
the date of filing by the Secretary of State of the State of Delaware.

        IN WITNESS WHEREOF, this Restated Certificate of Incorporation
which restates and integrates and further amends the provisions of the
Restated Certificate of Incorporation of this Corporation, and which has
been duly adopted in accordance with Sections 242 and 245 of the Delaware
General Corporation Law, has been executed by its duly authorized officer
this 14th day of November 2000.













                                    By: /s/ Mortimar B. Fuller, III
                                        ---------------------------------
                                  Name: Mortimer B. Fuller, III
                                 Title: Chairman of the Board, President
                                        and Chief Executive Officer

EX-3.2

                                                               Exhibit 3.2


                            GENESEE & WYOMING INC.

                         CERTIFICATE OF DESIGNATION OF
                      4.0% SENIOR REDEEMABLE CONVERTIBLE
             PREFERRED STOCK, SERIES A, SETTING FORTH THE POWERS,
             PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS AND
                RESTRICTIONS OF SUCH SERIES OF PREFERRED STOCK


          Pursuant to Section 151 of the Delaware General Corporation Law,
Genesee & Wyoming Inc., a Delaware corporation (the "Corporation"), DOES
HEREBY CERTIFY:

          The Restated Certificate of Incorporation of the Corporation (the
"Charter") confers upon the Board of Directors the authority to provide for
the issuance of shares of Preferred Stock in series and to fix the
designations, powers, preferences and rights of the shares of each such
series and any qualifications, limitations or restrictions thereof.  On
August 31, 2000, the Board of Directors of the Corporation, in accordance
with Section 141(c) of the Delaware General Corporation Law conferred upon
the Pricing Committee of the Board of Directors of the Corporation (the
"Pricing Committee") the authority to determine any and all terms and
provisions of a series of Senior Redeemable Convertible Preferred Stock,
including, without limitation, the conversion price of such preferred stock.
On October 18, 2000, the Pricing Committee duly adopted the following
resolution creating a series of Preferred Stock designated as 4.0% Senior
Redeemable Convertible Preferred Stock, Series A, and such resolution has not
been modified and is in full force and effect on the date hereof:

          RESOLVED that, pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of the
Charter, a series of the class of authorized Preferred Stock, par value $0.01
per share, of the Corporation is hereby created and that the designation and
number of shares thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such
series, and the qualifications, limitations and restrictions thereof are as
follows:

Section 1.     Designation and Number.

          (a)  The shares of such series shall be designated as 4.0% Senior
Redeemable Convertible Preferred Stock, Series A (the "Preferred Stock").
The number of shares initially constituting the Preferred Stock shall be
25,000, which number may be decreased (but not increased) by the Board of
Directors without a vote of stockholders; provided, however, that such number
may not be decreased below the number of then outstanding shares of Preferred
Stock or shares of Preferred Stock which may be issued pursuant to the Stock
Purchase Agreement.



          (b)  The Preferred Stock shall, with respect to dividend rights and
rights on liquidation, dissolution or winding up, rank prior to all other
classes and series of Junior Stock (as defined below) of the Corporation now
or hereafter authorized including, without limitation, the Common Stock.

          (c)  Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in Section 10 below.

Section 2.     Dividends and Distributions.

          (a)  The holders of shares of Preferred Stock, in preference to the
holders of shares of Common Stock and of any shares of other Junior Stock of
the Corporation, shall be entitled to receive, when, as and if declared by
the Board of Directors, out of the assets of the Corporation legally
available therefor, cumulative cash dividends at an annual rate on the
Liquidation Preference thereof equal to 4.0% calculated on the basis of a
360-day year consisting of twelve 30-day months, accruing and payable in
equal quarterly payments, in immediately available funds, on the last day of
March, June, September and December or, if any such day is not a Business
Day, the next succeeding Business Day, in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first such Quarterly Dividend Payment Date to occur after the Issue Date with
respect to such shares; provided, however, that with respect to such first
Quarterly Dividend Payment Date to occur after the Issue Date with respect to
such shares, the holders of shares of Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of the
assets of the Corporation legally available therefor, a cash dividend in
respect of each share of Preferred Stock in the amount of (i) $10, multiplied
by (ii) a fraction equal to (A) the number of days from (and including) the
Issue Date to (but excluding) such Quarterly Dividend Payment Date divided by
(B) 90.

          (b)  Dividends payable pursuant to Section 2(a) with respect to any
shares of Preferred Stock shall begin to accrue from the Issue Date with
respect to such shares, and shall accrue on a daily basis, in each case
whether or not declared.  Dividends paid on the shares of Preferred Stock in
an amount less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares of Preferred Stock at the time outstanding.  The
Board of Directors may fix a record date for the determination of holders of
shares of Preferred Stock entitled to receive payment of a dividend declared
thereon, which record date shall be no more than 60 days or less than 10 days
prior to the date fixed for the payment thereof.  Accumulated but unpaid
dividends for any past quarterly dividend periods may be declared and paid at
any time, without reference to any regular Quarterly Dividend Payment Date,
to holders of record on such date, not more than 60 nor less than 10 days


                                      -2-



preceding the payment date thereof, as may be fixed by the Board of
Directors.

          (c)  In addition to the dividends or distributions on the Preferred
Stock described in Section 2(a), in the event that the Corporation shall
declare a dividend (other than a Regular Dividend) or make any other
distribution (including, without limitation, in cash, in capital stock (which
shall include, without limitation, any options, warrants or other rights to
acquire capital stock) of the Corporation, whether or not pursuant to a
shareholder rights plan, "poison pill" or similar arrangement, or other
property or assets) to holders of Common Stock, then the Board of Directors
shall declare, and the holder of each share of Preferred Stock shall be
entitled to receive, a dividend or distribution in an amount equal to the
amount of such dividend or distribution received by a holder of the number of
shares of Common Stock for which such share of Preferred Stock is convertible
on the record date for such dividend or distribution.  Any such amount shall
be paid to the holders of shares of Preferred Stock at the same time such
dividend or distribution is made to holders of Common Stock.

          (d)  The holders of shares of Preferred Stock shall not be entitled
to receive any dividends or other distributions except as provided herein.

Section 3.     Voting Rights.

          In addition to any voting rights provided by law, the holders of
shares of Preferred Stock shall have the following voting rights:

          (a)  So long as the Preferred Stock is outstanding, each share of
Preferred Stock shall entitle the holder thereof to vote, in person or by
proxy, at a special or annual meeting of stockholders, on all matters voted
on by holders of Common Stock voting together as a single class with other
shares entitled to vote thereon.  With respect to any such vote, each share
of Preferred Stock shall entitle the holder thereof to cast that number of
votes per share as is equal to the number of votes that such holder would be
entitled to cast had such holder converted his shares of Preferred Stock into
Class A Common Stock on the record date for determining the stockholders of
the Corporation eligible to vote on any such matters.

          (b)  Unless the consent or approval of a greater number of shares
shall then be required by law, the affirmative vote of the holders of at
least 66 % of the outstanding shares of Preferred Stock, voting separately as
a single class, in person or by proxy, at a special or annual meeting of
stockholders called for the purpose, shall be necessary to:

               (i)  authorize, increase the authorized number of shares of or
issue (including on conversion or exchange of any convertible or exchangeable


                                      -3-



securities or by reclassification) any shares of any class or classes of
Senior Stock, Parity Stock or Class B Common Stock;

               (ii)  authorize, increase the authorized number of shares of
or issue any shares of any other class or classes of capital stock having an
optional or mandatory redemption earlier than December 12, 2008;

               (iii)  authorize, adopt or approve an amendment to the Charter
that would increase or decrease the par value of the shares of Preferred
Stock, or alter or change the powers, preferences or special rights of the
shares of Preferred Stock, Parity Stock, Junior Stock or Senior Stock in a
way that would adversely affect the preferences, rights or powers of the
Preferred Stock or amend the terms of any class of capital stock of the
Corporation to provide that such class of capital stock has an optional or
mandatory redemption date earlier than December 12, 2008;

               (iv)  amend or alter the Charter so as to affect the shares of
Preferred Stock adversely, including, without limitation, by granting any
voting right to any holder of notes, bonds, debentures or other debt
obligations of the Corporation or by reclassifying any capital stock into
Senior Stock or Parity Stock; or

               (v)  authorize or issue any security convertible into,
exchangeable for or evidencing the right to purchase or otherwise receive any
shares of any class or classes of Senior Stock or Parity Stock.

          (c)  (i)  The foregoing right of holders of shares of  Preferred
Stock to take any action as provided in Section 3(b) may be exercised at any
annual meeting of stockholders or at a special meeting of holders of shares
of Preferred Stock held for such purpose as hereinafter provided or at any
adjournment thereof, or by the written consent, delivered to the Secretary of
the Corporation, of the holders of the minimum number of shares required to
take such action.

               (ii)  The President of the Corporation may call, and upon the
written request of holders of record of at least 25% of the outstanding
shares of Preferred Stock, addressed to the Secretary of the Corporation at
the principal office of the Corporation, shall call, a special meeting of the
holders of shares entitled to vote as provided in Section 3(b).  The subject
matter of such meeting shall relate solely to the matters set forth in
Section 3(b).  Such meeting shall be held within 30 days after delivery of
such request to the Secretary, at the place and upon the notice provided by
law and in the by-laws of the Corporation for the holding of meetings of
stockholders.

               (iii)  At each meeting of stockholders at which the holders of
shares of Preferred Stock shall have the right, voting separately as a single

                                      -4-



class, to take any action, the presence in person or by proxy of the holders
of record of one-third of the total number of shares of Preferred Stock then
outstanding and entitled to vote on the matter shall be necessary and
sufficient to constitute a quorum.  At any meeting at which a quorum of the
holders of shares of Preferred Stock is not present, a majority of the
holders of such shares present in person or by proxy shall have the power to
adjourn the meeting as to the actions to be taken by the holders of shares of
Preferred Stock from time to time and place to place without notice other
than announcement at the meeting until a quorum shall be present.

          For taking of any action as provided in Section 3(b) by the holders
of shares of Preferred Stock, each such holder shall have one vote for each
share of such stock standing in his name on the transfer books of the
Corporation as of any record date fixed for such purpose or, if no such date
be fixed, at the close of business on the Business Day next preceding the day
on which notice is given, or if notice is waived, at the close of business on
the Business Day next preceding the day on which the meeting is held;
provided, however, that shares of Preferred Stock held by the Corporation or
any Affiliate of the Corporation shall not be deemed to be outstanding for
purposes of taking any action as provided in this Section 3.

Section 4.     Certain Restrictions.

          (a)  Whenever quarterly dividends payable on shares of Senior Stock
are not paid in full, at such time and thereafter until all unpaid dividends
payable, whether or not declared, on the outstanding shares of Senior Stock
shall have been paid in full or declared and set apart for payment or
whenever the Corporation shall not have redeemed or converted shares of
Senior Stock at a time required by the designations of such Senior Stock, at
such time and thereafter until all redemption, conversion and obligations
that have come due shall have been satisfied or all necessary funds have been
set apart for payment, the Corporation shall not: (A) declare or pay
dividends, or make any other distributions, on any shares of Preferred Stock,
Parity Stock or Junior Stock or (B) declare or pay dividends, or make any
distributions, on any shares of stock ranking pari passu with such Senior
Stock, except dividends or distributions paid ratably on the Senior Stock and
stock ranking pari passu with such Senior Stock on which dividends are
payable or in arrears, in proportion to the total amounts to which the
holders of all shares of the Senior Stock and such stock ranking pari passu
with such Senior Stock are then entitled.

          (b)  Whenever quarterly dividends payable on shares of Preferred
Stock as provided in Section 2 are not paid in full, at such time and
thereafter until all unpaid dividends payable, whether or not declared, on
the outstanding shares of Preferred Stock shall have been paid in full or
declared and set apart for payment or whenever the Corporation shall not have
redeemed or converted shares of Preferred Stock at a time required by Section

                                      -5-



5 or 8, at such time and thereafter until all redemption conversion and
obligations provided in Section 5 or 8 that have come due shall have been
satisfied or all necessary funds have been set apart for payment, the
Corporation shall not:  (A) declare or pay dividends, or make any other
distributions, on any shares of Junior Stock or (B) declare or pay dividends,
or make any other distributions, on any shares of Parity Stock, except
dividends or distributions paid ratably on the Preferred Stock and all Parity
Stock on which dividends are payable or in arrears, in proportion to the
total amounts to which the holders of all shares of the Preferred Stock and
such Parity Stock are then entitled.

          (c)  Whenever dividends payable on shares of Preferred Stock as
provided in Section 2 are not paid in full, at such time and thereafter until
all unpaid dividends payable, whether or not declared, on the outstanding
shares of Preferred Stock shall have been paid in full or declared and set
apart for payment, or whenever the Corporation shall not have redeemed or
converted shares of Preferred Stock at a time required by Section 5 or 8, at
such time and thereafter until all redemption conversion and obligations
provided in Section 5 or 8 that have come due shall have been satisfied or
all necessary funds have been set apart for payment, the Corporation shall
not redeem, purchase or otherwise acquire for consideration any shares of
Junior Stock or Parity Stock; provided, however, that (A) the Corporation may
accept shares of any Parity Stock or Junior Stock for conversion into Junior
Stock and (B) the Corporation may at any time redeem, purchase or otherwise
acquire shares of any Parity Stock pursuant to any mandatory redemption, put,
sinking fund or other similar obligation contained in such Parity Stock, pro
rata with the Preferred Stock in proportion to the total amount then required
to be applied by the Corporation to redeem, repurchase, convert, exchange or
otherwise acquire shares of Preferred Stock and shares of such Parity Stock.

          (d)  The Corporation shall not permit any Subsidiary of the
Corporation, or cause any other Person, to purchase or otherwise acquire for
consideration any shares of capital stock of the Corporation unless the
Corporation could, pursuant to Section 4(c), purchase such shares at such
time and in such manner.

Section 5.     Redemption; Change of Control.

          (a)  Optional Redemption.  Except as otherwise set forth in this
Section 5, the Corporation shall not have any right to redeem any shares of
Preferred Stock prior to the fourth anniversary of the Original Issue Date.
On and after the fourth anniversary of the Original Issue Date, the
Corporation shall have the right, at its sole option and election, to redeem
the shares of Preferred Stock, in whole but not in part, on not less than 30
days notice of the date of redemption (any such date an "Optional Redemption
Date") at a price per share (the "Optional Redemption Price") equal to (A)
the Liquidation Preference plus (B) all accrued and unpaid dividends thereon,

                                      -6-



whether or not declared or payable, to the applicable Optional Redemption
Date, in immediately available funds.

          (b)  Mandatory Redemption.  To the extent permitted by law, the
Corporation shall redeem, on the eighth anniversary of the Original Issue
Date (or, if such day is not a Business Day, on the first Business Day
thereafter) (the "Mandatory Redemption Date"), all remaining shares of
Preferred Stock then outstanding, for an amount per share (the "Mandatory
Redemption Price") equal to (A) the Liquidation Preference plus (B) all
accrued but unpaid dividends thereon, whether or not declared or payable, to
the Mandatory Redemption Date, in immediately available funds.  Prior to
authorizing or making such redemption, the Corporation, by resolution of the
Board of Directors shall, to the extent of funds legally available therefor,
declare a dividend on the Preferred Stock payable on the Mandatory Redemption
Date in an amount equal to any accrued and unpaid dividends on the Preferred
Stock as of such date and, if the Corporation does not have sufficient
legally available funds to declare and pay all dividends accrued at the time
of such redemption, any remaining accrued and unpaid dividends shall be added
to the Mandatory Redemption Price.  After paying any accrued and unpaid
dividends pursuant to the foregoing sentence, if the funds of the Corporation
legally available for redemption of shares of the Preferred Stock then
required to be redeemed are insufficient to redeem the total number of such
shares then outstanding, those funds which are legally available shall be
used to redeem the maximum possible number of shares of the Preferred Stock,
which shares to be redeemed shall be allocated pro rata among the holders of
the Preferred Stock based on the number of shares of Preferred Stock held by
such holders.  At any time and from time to time thereafter, when additional
funds of the Corporation are legally available to discharge its obligation to
redeem all of the outstanding shares of Preferred Stock required to be
redeemed pursuant to this Section (the "Mandatory Redemption Obligation"),
such funds shall be immediately used to discharge such Mandatory Redemption
Obligation until the balance of such shares have been redeemed.  If and so
long as the Mandatory Redemption Obligation shall not be fully discharged,
dividends on any remaining outstanding shares of Preferred Stock shall
continue to accrue and be added to the dividend payable pursuant to the
second preceding sentence.

          (c)  Change of Control.  If, on or prior to the fourth anniversary
of the Original Issue Date, a Change of Control occurs, a holder of Preferred
Stock may at its option require the Corporation to redeem all or a portion of
the holder's shares of Preferred Stock on the Control Redemption Date (as
hereafter defined) at a price per share (the "Control Redemption Price")
equal to (A) 101% of the Liquidation Preference plus (B) all accrued and
unpaid dividends thereon to the Control Redemption Date, whether or not
declared or payable,  in immediately available funds.  (The Control
Redemption Price, Optional Redemption Price and Mandatory Redemption Price
are sometimes referred to as the "Applicable Redemption Price."  The Control

                                      -7-



Redemption Date, Optional Redemption Date, and Mandatory Redemption Date are
sometimes referred to as the "Applicable Redemption Date.")

          (d)  Notice.

               (i)  The Corporation will provide notice to holders of record
of the Preferred Stock (x) of any redemption pursuant to Section 5(a) or 5(b)
not less than 30 nor more than 60 days prior to the date fixed for such
redemption (a "Redemption Notice") and (y) of any Change of Control within 10
days of such Change of Control (a "Change of Control Notice").  Any
Redemption Notice provided pursuant to this Section 5(d) shall be provided by
first-class mail postage prepaid, to each holder of record of the Preferred
Stock, at such holder's address as it appears on the stock transfer books of
the Corporation and, in addition, any Notice provided pursuant to clause (x)
of this Section 5(d) shall be given by publication in a newspaper of general
circulation in the Borough of Manhattan, The City of New York (if such
publication shall be required by applicable law, rule, regulation or
securities exchange requirement).

               (ii)  Each Redemption Notice shall state, as appropriate, (x)
the Applicable Redemption Date; (y) that all the shares of Preferred Stock
will be redeemed; and (z) the Optional Redemption Price or Mandatory
Redemption Price.

               (iii)  Each Change of Control Notice shall state that:  (w) a
Change of Control has occurred and the holder of the Preferred Stock has the
option of requiring the Corporation to redeem all or any portion of its
shares of Preferred Stock; (x) any shares of Preferred Stock not tendered for
redemption will remain outstanding and continue to accrue dividends; (y) the
Control Redemption Price; and (z) the date on which the Corporation must
redeem the shares (the "Control Redemption Date"), which shall be not later
than 45 days from the date the Change of Control Notice is mailed.

               (iv)  In addition, each Redemption Notice and Change of
Control Notice shall state, as appropriate,  the place or places where
certificates for such shares are to be surrendered for redemption; (w) the
amount of full cumulative dividends per share of Preferred Stock to be
redeemed up to but excluding the Applicable Redemption Date, and that
dividends on shares of Preferred Stock to be redeemed will cease to accrue on
such Redemption Date unless the Corporation shall default in payment of the
Applicable Redemption Price; (x) the name and location of any bank or trust
company with which the Corporation will deposit redemption funds pursuant to
subsection (f) below; (y) the then-effective Conversion Price; and (z) that
the right of holders to convert shares of Preferred Stock to be redeemed will
terminate at the close of business on the Business Day next preceding the
Applicable Redemption Date (unless the Corporation shall default in the
payment of the Applicable Redemption Price).

                                      -8-



Any Notice that is mailed and published pursuant to clause (i) shall be
conclusively presumed to have been duly given, whether or not the holder of
shares of Preferred Stock receives such notice, and failure to give such
notice by mail, or any defect in such notice, to the holders of any shares
designated for redemption shall not affect the validity of the proceedings
for the redemption of any other shares of Preferred Stock.

          (e)  Mechanics of Redemption.  Upon surrender of the certificate
for any shares redeemed pursuant to Section 5(a), (b) or (c) (duly endorsed
or accompanied by appropriate instruments of transfer if so required by the
Corporation), the holders of record of such shares shall be entitled to
receive the Applicable Redemption Price out of funds legally available
therefor.  If fewer than all the shares represented by any such certificate
are redeemed, a new certificate representing the unredeemed shares shall be
issued without cost to the holder thereof.

          (f)  Redemption Funds.  On the date of any redemption being made
pursuant to this Section, the Corporation shall, and at any time after
mailing the Redemption Notice or Change of Control Notice and before the
Applicable Redemption Date the Corporation may, deposit for the benefit of
the holders of shares of Preferred Stock to be redeemed the funds necessary
for such redemption with a bank or trust company having a capital and surplus
of at least $500 million, with instructions to such bank or trust company to
pay the full redemption amounts as provided herein to the holders of shares
of Preferred Stock upon surrender of certificates for such shares; provided,
however, that the making of such deposit shall not release the Corporation
from any of its obligations hereunder.  Any moneys so deposited by the
Corporation and unclaimed at the end of twelve months from the Applicable
Redemption Date shall revert to the general funds of the Corporation and,
upon demand, such bank or trust company shall pay over to the Corporation
such unclaimed amounts and thereupon such bank or trust company shall be
relieved of all responsibility in respect thereof and any holder of shares of
Preferred Stock so redeemed shall look only to the Corporation for the
payment of the full redemption amounts, as provided herein.

          (g)  Rights After Redemption.  Notice of redemption having been
given as provided in Section 5(d), upon the deposit pursuant to subsection
(f) of the full redemption amounts as provided herein in respect of all
shares of Preferred Stock then surrendered in accordance with subsection (e),
from and after the Applicable Redemption Date:  (i) the shares represented
thereby shall no longer be deemed outstanding, (ii) the right to receive
dividends thereon shall cease to accrue, and (iii) all rights of the holders
of such shares of Preferred Stock shall cease and terminate, excepting only
the right to receive the full redemption amounts as provided herein without
interest thereon and the right to convert such shares of Preferred Stock at
any time on or prior to the Business Day next preceding the Applicable
Redemption Date.  If the funds deposited are not sufficient for redemption of

                                      -9-



the shares of the Preferred Stock that were to be redeemed, then (a) in the
case of redemption pursuant to Section 5(a), no certificates evidencing any
shares of Preferred Stock shall be deemed surrendered and such shares shall
remain outstanding and the rights of holders of shares of Preferred Stock
shall continue to be those of holders of shares of the Preferred Stock or (b)
in the case of redemption pursuant to Sections 5(b) or 5(c), certificates
evidencing shares of Preferred Stock for which the Applicable Redemption
Price has not been deposited in full shall not be deemed surrendered and such
shares shall remain outstanding and the rights of holders of shares of
Preferred Stock shall continue to be those of holders of shares of the
Preferred Stock.

Section 6.     Reacquired Shares.

          Any shares of Preferred Stock converted, exchanged, redeemed,
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof.  All
such shares of Preferred Stock shall upon their cancellation become
authorized but unissued shares of preferred stock, par value $0.01 per share,
of the Corporation and, upon the filing of an appropriate Certificate of
Designation with the Secretary of State of the State of Delaware, may be
reissued as part of another series of preferred stock, par value $0.01 per
share, of the Corporation subject to the conditions or restrictions on
issuance set forth therein, but in any event may not be reissued as shares of
Preferred Stock or other Parity Stock unless all of the shares of Preferred
Stock shall have already been redeemed or converted or such issuance is
approved in accordance with the terms contained herein.

Section 7.     Liquidation, Dissolution or Winding Up.

          (a)  If the Corporation shall commence a voluntary case under the
United States bankruptcy laws or any applicable bankruptcy, insolvency or
similar law of any other country, or consent to the entry of an order for
relief in an involuntary case under any such law or to the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Corporation or of any substantial part of its
property, or make an assignment for the benefit of its creditors, or admit in
writing its inability to pay its debts generally as they become due, or if a
decree or order for relief in respect of the Corporation shall be entered by
a court having jurisdiction in the premises in an involuntary case under the
United States bankruptcy laws or any applicable bankruptcy, insolvency or
similar law of any other country, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of the
Corporation or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and on account of any such event
the Corporation shall liquidate, dissolve or wind up, or if the Corporation


                                     -10-



shall otherwise liquidate, dissolve or wind up, no distribution shall be
made:

               (i)  to the holders of Preferred Stock, Parity Stock or Junior
Stock unless, prior thereto, the holders of Senior Stock shall have received
the total amounts to which such holders are entitled upon such liquidation,
dissolution or winding up,

               (ii)  to the holders of shares of Junior Stock unless, prior
thereto, the holders of shares of Preferred Stock, subject to Section 8,
shall have received the Liquidation Preference, plus all accrued and unpaid
dividends, whether or not declared or currently payable, to the date of
distribution, with respect to each share, or

               (iii)  to the holders of shares of Parity Stock, except
distributions made ratably on the Preferred Stock and all other Parity Stock
in proportion to the total amounts to which the holders of all shares of the
Preferred Stock and other Parity Stock are entitled upon such liquidation,
dissolution or winding up.

          (b)  Neither the consolidation or merger of the Corporation with or
into any other Person nor the sale or other distribution to another Person of
all or substantially all the assets, property or business of the Corporation
shall be deemed to be a liquidation, dissolution or winding up of the
Corporation for purposes of this Section 7.

Section 8.     Voluntary Conversion.

          (a)  Any holder of Preferred Stock shall have the right, at its
option  and, provided that all waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, have expired or terminated,
at any time and from time to time, to convert, subject to the terms and
provisions of this Section 8, any or all of such holder's shares of Preferred
Stock into such number of fully paid and non-assessable shares of Class A
Common Stock as is equal, subject to Section 8(g), to the product of the
number of shares of Preferred Stock being so converted multiplied by the
quotient of (i) the Liquidation Preference divided by (ii) the Conversion
Price (as defined below) then in effect, except that with respect to any
shares which shall be called for redemption, such right shall terminate on
the Business Day next preceding the Applicable Redemption Date, unless in any
such case the Corporation shall default in performance or payment due upon
redemption thereof.  The Conversion Price shall be $23.00, subject to
adjustment as set forth in Section 8(d).  Such conversion right shall be
exercised by the surrender of the shares to be converted to the Corporation
at any time during usual business hours at its principal place of business to
be maintained by it, accompanied by written notice that the holder elects to
convert such shares of Preferred Stock and specifying the name or names (with

                                     -11-



address) in which a certificate or certificates for shares of Class A Common
Stock are to be issued and (if so required by the Corporation) by a written
instrument or instruments of transfer in form reasonably satisfactory to the
Corporation duly executed by the holder or its duly authorized legal
representative and transfer tax stamps or funds therefor, if required
pursuant to Section 8(k).  All shares of Preferred Stock surrendered for
conversion shall be delivered to the Corporation for cancellation and
canceled by it and no shares of Preferred Stock shall be issued in lieu
thereof.

          (b)  As promptly as practicable after the surrender, as herein
provided, of any shares of Preferred Stock for conversion pursuant to Section
8(a), the Corporation shall deliver to, or upon the written order of, the
holder of such shares so surrendered a certificate or certificates
representing the number of fully paid and non-assessable shares of Class A
Common Stock into which such shares of Preferred Stock may be or have been
converted in accordance with the provisions of this Section 8.  Subject to
the following provisions of this paragraph and of Section 8(d), such
conversion shall be deemed to have been made immediately prior to the close
of business on the date that such shares of Preferred Stock shall have been
surrendered in satisfactory form for conversion, and the Person or Persons
entitled to receive the Class A Common Stock deliverable upon conversion of
such shares of Preferred Stock shall be treated for all purposes as having
become the record holder or holders of such Class A Common Stock at such
time, and such conversion shall be at the Conversion Price in effect at such
time; provided, however, that no surrender shall be effective to constitute
the Person or Persons entitled to receive the Class A Common Stock
deliverable upon such conversion as the record holder or holders of such
Class A Common Stock while the share transfer books of the Corporation shall
be closed (but not for any period in excess of five days), but such surrender
shall be effective to constitute the Person or Persons entitled to receive
such Class A Common Stock as the record holder or holders thereof for all
purposes immediately prior to the close of business on the next succeeding
day on which such share transfer books are open, and such conversion shall be
deemed to have been made at, and shall be made at the Conversion Price in
effect at the close of business on the date that such shares of Preferred
Stock shall have been surrendered in satisfactory form for conversion.

          (c)  To the extent permitted by law, when shares of Preferred Stock
are converted, all dividends accrued and unpaid (whether or not declared or
currently payable) on the Preferred Stock so converted to the date of
conversion shall be immediately due and payable and must accompany the shares
of Class A Common Stock issued upon such conversion.





                                     -12-



          (d)  The Conversion Price shall be subject to adjustment as
follows:

               (i)  In case the Corporation shall at any time or from time to
time after the Original Issue Date (A) pay a dividend or make a distribution
(other than a dividend or distribution paid or made to holders of shares of
Preferred Stock in the manner provided in Section 2(c)) on the outstanding
shares of Class A Common Stock in capital stock (which, for purposes of this
Section 8(d) shall include, without limitation, any options, warrants or
other rights to acquire capital stock) of the Corporation, (B) subdivide the
outstanding shares of Class A Common Stock into a larger number of shares,
(C) combine the outstanding shares of Class A Common Stock into a smaller
number of shares, (D) issue any shares of its capital stock in a
reclassification of the Class A Common Stock or (E) pay a dividend or make a
distribution (other than a dividend or distribution paid or made to holders
of shares of Preferred Stock in the manner provided in Section 2(c)) on the
outstanding shares of Class A Common Stock in securities of the Corporation
pursuant to a shareholder rights plan, "poison pill" or similar arrangement,
then, and in each such case, the Conversion Price in effect immediately prior
to such event shall be adjusted (and any other appropriate actions shall be
taken by the Corporation) so that the holder of any share of Preferred Stock
thereafter surrendered for conversion shall be entitled to receive the number
of shares of Class A Common Stock or other securities of the Corporation that
such holder would have owned or would have been entitled to receive upon or
by reason of any of the events described above, had such share of Preferred
Stock been converted immediately prior to the occurrence of such event.  An
adjustment made pursuant to this Section 8(d)(i) shall become effective
retroactively (A) in the case of any such dividend or distribution, to a date
immediately following the close of business on the record date for the
determination of holders of Class A Common Stock entitled to receive such
dividend or distribution or (B) in the case of any such subdivision,
combination or reclassification, to the close of business on the day upon
which such corporate action becomes effective.

               (ii) In case the Corporation shall at any time or from time to
time after the Original Issue Date issue shares of Common Stock (or
securities convertible into or exchangeable for Class A Common Stock, or any
options, warrants or other rights to acquire shares of Class A Common Stock)
for a consideration per share less than either the Conversion Price or the
Current Market Price per share of Class A Common Stock (in each case, then in
effect at the record date or issuance date, as the case may be (the "Date"))
(treating the price per share of any security convertible or exchangeable or
exercisable into Class A Common Stock as equal to (A) the sum of the price
for such security convertible, exchangeable or exercisable into Class A
Common Stock plus any additional consideration payable (without regard to any
anti-dilution adjustments) upon the conversion, exchange or exercise of such
security into Class A Common Stock divided by (B) the number of shares of

                                     -13-



Class A Common Stock initially underlying such convertible, exchangeable or
exercisable security), then, and in each such case, the Conversion Price then
in effect shall be adjusted by dividing the Conversion Price in effect on the
day immediately prior to the Date by a fraction (x) the numerator of which
shall be the sum of the number of shares of Class A Common Stock outstanding
on the Date plus the number of additional shares of Class A Common Stock
issued or to be issued (or the maximum number into which such convertible or
exchangeable securities initially may convert or exchange or for which such
options, warrants or other rights initially may be exercised) and (y) the
denominator of which shall be the sum of the number of shares of Class A
Common Stock outstanding on the Date plus the number of shares of Class A
Common Stock which the aggregate consideration for the total number of such
additional shares of Class A Common Stock so issued or be issued upon the
conversion, exchange or exercise of such convertible or exchangeable
securities or options, warrants or other rights (plus the aggregate amount of
any additional consideration initially payable upon such conversion, exchange
or exercise of such security) would purchase at the greater of the Conversion
Price or Current Market Price per share of Class A Common Stock on the Date,
as the case may be.  Notwithstanding the foregoing, the Conversion Price
shall not be adjusted where, pursuant to an arms' length transaction with a
non-Affiliate, the Corporation issues shares of Class A Common Stock (or
securities convertible into or exchangeable for Class A Common Stock or any
options, warrants or other rights to acquire Class A Common Stock) for a
consideration per share less than either the Conversion Price then in effect
or the Current Market Price per share of Class A Common Stock if issued as
all or a portion of the purchase price for the stock or assets of another
corporation.

Such adjustment shall be made whenever such shares, securities, options,
warrants or other rights are issued, and shall become effective retroactively
to a date immediately following the close of business (1) in the case of
issuance to stockholders of the Corporation, as such, on the record date for
the determination of stockholders entitled to receive such shares,
securities, options, warrants or other rights and (2) in all other cases, on
the date ("issuance date") of such issuance; provided that:

                    (A)   the determination as to whether an adjustment is
required to be made pursuant to this Section 8(d)(ii) shall be made upon the
issuance of such shares or such convertible or exchangeable securities,
options, warrants or other rights;

                    (B)   if any convertible or exchangeable securities,
options, warrants or other rights (or any portions thereof) which shall have
given rise to an adjustment pursuant to Section 8(d)(i) or this Section
8(d)(ii) shall have expired or terminated without the exercise thereof and/or
if by reason of the terms of such convertible or exchangeable securities,
options, warrants or other rights there shall have been an increase or

                                     -14-



increases, with the passage of time or otherwise, in the price payable upon
the exercise or conversion thereof, then the Conversion Price hereunder shall
be readjusted (but to no greater extent than originally adjusted) on the
basis of (x) eliminating from the computation any additional shares of Class
A Common Stock corresponding to such convertible or exchangeable securities,
options, warrants or other rights as shall have expired or terminated, (y)
treating the additional shares of Class A Common Stock, if any, actually
issued or issuable pursuant to the previous exercise of such convertible or
exchangeable securities, options, warrants or other rights as having been
issued for the consideration actually received and receivable therefor and
(z) treating any of such convertible or exchangeable securities, options,
warrants or other rights which remain outstanding as being subject to
exercise or conversion on the basis of such exercise or conversion price as
shall be in effect at this time; and

                    (C)   no adjustment in the Conversion Price shall be made
pursuant to this Section 8(d)(ii) as a result of any issuance of securities
by the Corporation in respect of which an adjustment to the Conversion Price
is made pursuant to Section 8(d)(i).

               (iii)      In case the Corporation shall at any time or from
time to time after the Original Issue Date distribute to all holders of
shares of its Class A Common Stock (including any such distribution made in
connection with a consolidation or merger in which the Corporation is the
resulting or surviving corporation and the Class A Common Stock is not
changed or exchanged) cash, evidences of indebtedness of the Corporation or
another issuer, securities of the Corporation or another issuer or other
assets (excluding (A) dividends or distributions paid or made to holders of
shares of Preferred Stock in the manner provided in Section 2(c), (B) Regular
Dividends, and (C) dividends payable in shares of Class A Common Stock (or
any options, warrants or other rights to acquire Class A Common Stock) for
which adjustment is made under Section 8(d)(i)) or rights or warrants to
subscribe for or purchase securities of the Corporation (excluding those
referred to in Section 8(d)(ii) or those in respect of which an adjustment in
the Conversion Price is made pursuant to Section 8(d)(i) or (ii)), then, and
in each such case, the Conversion Price then in effect shall be adjusted by
dividing the Conversion Price in effect immediately prior to the date of such
distribution by a fraction (x) the numerator of which shall be the Current
Market Price of the Class A Common Stock on the record date referred to below
and (y) the denominator of which shall be such Current Market Price of the
Class A Common Stock less the then Fair Market Value (as determined by the
Board of Directors of the Corporation) of the portion of the cash, evidences
of indebtedness, securities or other assets so distributed or of such
subscription rights or warrants applicable to one share of Class A Common
Stock (but such denominator not to be less than one). Such adjustment shall
be made whenever any such distribution is made and shall become effective
retroactively to a date immediately following the close of business on the

                                     -15-



record date for the determination of stockholders entitled to receive such
distribution.

               (iv) In case the Corporation, at any time or from time to time
after the Original Issue Date, shall take any action affecting its Class A
Common Stock similar to or having an effect similar to any of the actions
described in any of Section 8(d)(i) through Section 8(d)(iii), inclusive, or
Section 8(h) (but not including any action described in any such Section) and
the Board of Directors of the Corporation in good faith determines that it
would be equitable in the circumstances to adjust the Conversion Price as a
result of such action, then, and in each such case, the Conversion Price
shall be adjusted in such manner and at such time as the Board of Directors
of the Corporation in good faith determines would be equitable in the
circumstances (such determination to be evidenced in a resolution, a
certified copy of which shall be mailed to the holders of the Preferred
Stock).

               (v)  Notwithstanding anything herein to the contrary, no
adjustment under this Section 8(d) need be made to the Conversion Price
unless such adjustment would require an increase or decrease of at least 1%
of the Conversion Price then in effect.  Any lesser adjustment shall be
carried forward and shall be made at the time of and together with the next
subsequent adjustment, which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least 1% of
such Conversion Price.  Any adjustment to the Conversion Price carried
forward and not theretofore made shall be made immediately prior to the
conversion of any shares of Preferred Stock pursuant hereto.

               (vi) Notwithstanding anything herein to the contrary, no
adjustment under this Section 8(d) shall be made upon the grant of options
pursuant to the Corporation's 1996 Stock Option Plan and Stock Option Plan
for Outside Directors, in each case as in effect on December 12, 2000, plus
additional options not exceeding 480,000 options to employees, consultants or
directors of the Corporation pursuant to benefit plans approved by the Board
of Directors of the Corporation or upon the issuance of shares of Class A
Common Stock upon exercise of such options if the exercise price thereof was
not less than the Market Price of the Common Stock on the date such options
were granted.

          (e)  If the Corporation shall take a record of the holders of its
Class A Common Stock for the purpose of entitling them to receive a dividend
or other distribution, and shall thereafter and before the distribution to
stockholders thereof legally abandon its plan to pay or deliver such dividend
or distribution, then thereafter no adjustment in the Conversion Price then
in effect shall be required by reason of the taking of such record.



                                     -16-



          (f)  Promptly following any increase or decrease in the Conversion
Price, the Corporation shall deliver to each registered holder of Preferred
Stock a certificate, signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation, setting forth in reasonable detail the event
requiring the adjustment and the method by which such adjustment was
calculated and specifying the increased or decreased Conversion Price then in
effect following such adjustment.

          (g)  No fractional shares or scrip representing fractional shares
shall be issued upon the conversion of any shares of Preferred Stock. If more
than one share of Preferred Stock shall be surrendered for conversion at one
time by the same holder, the number of full shares of Class A Common Stock
issuable upon conversion thereof shall be computed on the basis of the
aggregate Liquidation Preference of the shares of Preferred Stock so
surrendered.  If the conversion of any share or shares of Preferred Stock
results in a fraction, an amount equal to such fraction multiplied by the
Current Market Price of the Class A Common Stock on the Business Day
preceding the day of conversion shall be paid to such holder in cash by the
Corporation.

          (h)  In case of any capital reorganization or reclassification or
other change of outstanding shares of Class A Common Stock (other than a
change in par value, or from par value to no par value, or from no par value
to par value), or in case of any consolidation or merger of the Corporation
with or into another Person (other than a consolidation or merger in which
the Corporation is the resulting or surviving Person and which does not
result in any reclassification or change of outstanding Class A Common
Stock), or in case of any sale or other disposition to another Person of all
or substantially all of the assets of the Corporation (any of the foregoing,
a "Transaction"), the Corporation, or such successor or purchasing Person, as
the case may be, shall execute and deliver to each holder of Preferred Stock
at least 5 Business Days prior to effecting any of the foregoing Transactions
a certificate that the holder of each share of Preferred Stock then
outstanding shall have the right thereafter to convert such share of
Preferred Stock into the kind and amount of shares of stock or other
securities (of the Corporation or another issuer) or property or cash
receivable upon such Transaction by a holder of the number of shares of Class
A Common Stock into which such share of Preferred Stock could have been
converted immediately prior to such Transaction.  Such certificate shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 8.  If, in the
case of any such Transaction, the stock, other securities, cash or property
receivable thereupon by a holder of Class A Common Stock includes shares of
stock or other securities of a Person other than the successor or purchasing
Person and other than the Corporation, which controls or is controlled by the
successor or purchasing Person or which, in connection with such Transaction,

                                     -17-



issues stock, securities, other property or cash to holders of Class A Common
Stock, then such certificate also shall be executed by such Person, and such
Person shall, in such certificate, specifically acknowledge the obligations
of such successor or purchasing Person and acknowledge its obligations to
issue such stock, securities, other property or cash to the holders of
Preferred Stock upon conversion of the shares of Preferred Stock as provided
above.  The provisions of this Section 8(h) and any equivalent thereof in any
such certificate similarly shall apply to successive Transactions.

               (i)  In case at any time or from time to time after the
Original Issue Date:

                    (A)   the Corporation shall declare a dividend (other than
a Regular Dividend) (or any other distribution) on its Class A Common Stock;

                    (B)   the Corporation shall authorize the granting to the
holders of its Class A Common Stock of rights or warrants to subscribe for or
purchase any shares of stock of any class or of any other rights or warrants,
other than pursuant to the grant of options for which, as specified in
Section 8(d)(vi), no adjustment is to be made;

                    (C)   there shall be any reclassification of the Class A
Common Stock, or any consolidation or merger to which the Corporation is a
party and for which approval of any shareholders of the Corporation is
required, or any sale or other disposition of all or substantially all of the
assets of the Corporation; or

                    (D)   of the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then the Corporation shall mail to each holder of shares of Preferred Stock
at such holder's address as it appears on the transfer books of the
Corporation, as promptly as possible but in any event at least 5 days prior
to the applicable date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants or, if a record is not to be taken, the
date as of which the holders of Class A Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the
date on which such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up is expected to become effective.  Such
notice also shall specify the date as of which it is expected that holders of
Class A Common Stock of record shall be entitled to exchange their Class A
Common Stock for shares of stock or other securities or property or cash
deliverable upon such reclassification, consolidation, merger, sale,
conveyance, dissolution, liquidation or winding up.



                                     -18-



          (j)  The Corporation shall at all times reserve and keep available
for issuance upon the conversion of the Preferred Stock pursuant to Section
8(a) such number of its authorized but unissued shares of Class A Common
Stock as will from time to time be sufficient to permit the conversion of all
outstanding shares of Preferred Stock, and shall take all action required to
increase the authorized number of shares of Class A Common Stock if at any
time there shall be insufficient authorized but unissued shares of Class A
Common Stock to permit such reservation or to permit the conversion of all
outstanding shares of Preferred Stock.

          (k)  The issuance or delivery of certificates for Class A Common
Stock upon the conversion of shares of Preferred Stock pursuant to Section
8(a) shall be made without charge to the converting holder of shares of
Preferred Stock for such certificates or for any tax in respect of the
issuance or delivery of such certificates or the securities represented
thereby, and such certificates shall be issued or delivered in the respective
names of, or (subject to compliance with the applicable provisions of federal
and state securities laws) in such names as may be directed by, the holders
of the shares of Preferred Stock converted; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any such
certificate in a name other than that of the holder of the shares of
Preferred Stock converted, and the Corporation shall not be required to issue
or deliver such certificate unless or until the Person or Persons requesting
the issuance or delivery thereof shall have paid to the Corporation the
amount of such tax or shall have established to the reasonable satisfaction
of the Corporation that such tax has been paid.

          (l)  The Corporation may, one time only, at its option, reduce the
Conversion Price by any amount for any period of time if the period is at
least 20 days and if the reduction is irrevocable during the period.  When
the Conversion Price is so reduced, the Corporation shall mail to holders of
record of the Preferred Stock a notice of the reduction of at least 15 days
before the date the reduced Conversion Price takes effect, stating the
reduced Conversion Price and the period it will be in effect.
Notwithstanding the foregoing, any such voluntary reduction of the Conversion
Price shall not be deemed to change or adjust the Conversion Price for
purposes of Section 8(d) above.

Section 9.     Certain Remedies.

          Any registered holder of Preferred Stock shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Certificate of Designation and to enforce specifically the terms and
provisions of this Certificate of Designation in any court of the United
States or any state thereof having jurisdiction, this being in addition to
any other remedy to which such holder may be entitled at law or in equity.

                                     -19-



Section 10.    Definitions.

          For the purposes of this Certificate of Designation of Preferred
Stock, the following terms shall have the meanings indicated:

          "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act; provided
that "Affiliate" shall not include the Purchaser or any Affiliate of the
Purchaser.

          "Business Day" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks in The City of New York, New York are
authorized or required by law or executive order to close.

          A "Change of Control" of the Corporation shall mean such times as:

               (i)  Any Person or "group" (within the meaning of Section
13(d)(3) of the Exchange Act), other than the Fuller Immediate Family, is or
becomes the beneficial owner, directly or indirectly, of outstanding shares
of stock of the Corporation entitling such Person or Persons to exercise 50%
or more of the total votes (including the Preferred Stock) entitled to be
cast at a regular or special meeting, or by action by written consent, of
shareholders of the Corporation (the term "beneficial owner" shall be
determined in accordance with Rule 13d-3, promulgated by the Commission under
the Exchange Act);

               (ii)  A majority of the Board of Directors of the Corporation
shall consist of Persons other than Continuing Directors. The term
"Continuing Director" shall mean any member of the Board of Directors on the
Initial Closing Date (as defined in the Stock Purchase Agreement) and any
other member of the Board of Directors who shall be recommended or elected to
succeed or become a Continuing Director by a majority of Continuing Directors
who are then members of the Board of Directors.

               (iii)  The shareholders of the Corporation shall have approved
a recapitalization, reorganization, merger, consolidation or similar
transaction, in each case with respect to which all or substantially all the
Persons who were the respective beneficial owners, directly or indirectly, of
the outstanding shares of capital stock (excluding the holders of Preferred
Stock) of the Corporation immediately prior to such recapitalization,
reorganization, merger, consolidation or similar transaction, will own less
than 50% of either the combined voting power or the total number of the then
outstanding shares of capital stock of the Corporation resulting from such
recapitalization, reorganization, merger, consolidation or similar
transaction;



                                     -20-



               (iv)  The shareholders of the Corporation shall have approved
of the sale or other disposition of all or substantially all the assets of
the Corporation in one transaction or in a series of related transactions;

               (v)  Any transaction occurs, the result of which is that the
Class A Common Stock is not required to be registered under Section 12 of the
Exchange Act and that the holders of Class A Common Stock do not receive
common stock of the Person surviving such transaction which is required to be
registered under Section 12 of the Exchange Act; or

               (vi)  Immediately after any merger, consolidation,
recapitalization or similar transaction, any Person or "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) shall be the beneficial
owners, directly or indirectly, of outstanding shares of capital stock of the
Corporation (or any Person surviving such transaction) entitling them
collectively to exercise 50% or more of the total voting power of shares of
capital stock of the Corporation (or the surviving Person in such
transaction) and in connection with or as a result of such transaction, the
Corporation (or such surviving Person) shall have incurred or issued
additional indebtedness such that the total indebtedness so incurred or
issued equals at least 50% of the consideration payable in such transaction;
provided that any such recapitalization shall not be considered a Change of
Control if the holders of the Preferred Stock shall have been given the right
to participate on at least a pari passu basis.

          "Class A Common Stock" shall mean the Class A Common Stock of the
Corporation, par value $.01 per share, and having one vote per share.

          "Class B Common Stock" shall mean the Class B Common Stock of the
Corporation, par value $.01 per share, and having ten votes per share.

          "Common Stock" shall mean and include the Class A Common Stock and
the Class B Common Stock and each other class of capital stock of the
Corporation that does not have a preference over any other class of capital
stock of the Corporation as to dividends or upon liquidation, dissolution or
winding up of the Corporation and, in each case, shall include any other
class of capital stock of the Corporation into which such stock is
reclassified or reconstituted.

          "Current Market Price" per share shall mean, on any date specified
herein for the determination thereof, (a) the average daily Market Price of
the Class A Common Stock for those days during the period of 5 days, ending
on such date, which are Trading Days, and (b) if the Class A Common Stock is
not then listed or admitted to trading on any national securities exchange or
quoted in the over-the-counter market, the Market Price on such date.



                                     -21-



          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange
Commission thereunder.

          "Fair Market Value" shall mean (x) if available, the Current Market
Price (determined without reference to the last sentence of the definition of
Market Price) or (y) if there shall be no Current Market Price available, the
amount which a willing buyer, under no compulsion to buy, would pay a willing
seller, under no compulsion to sell, in an arm's-length transaction (assuming
(i) that the Common Stock is valued "as if fully distributed" and (ii) no
consideration is given for minority investment discounts, or discounts
related to illiquidity or restrictions on transferability).

          "Fuller Immediate Family" shall mean Mortimer B. Fuller, III, his
interest in his father's estate and any of his children or grandchildren and
any trust or other Person controlled by, and a majority of the beneficial
ownership interest of which is owned by, any of such individuals, singly or
jointly.

          "Junior Stock" shall mean any capital stock of the corporation
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Preferred Stock including, without limitation, the Common
Stock.

          "Liquidation Preference" with respect to a share of Preferred Stock
shall mean $1,000.00.

          "Market Price" shall mean, per share of Class A Common Stock on any
date specified herein:  (a) the closing price per share of the Common Stock
on such date published in The Wall Street Journal or, if no such closing
price on such date is published in The Wall Street Journal, the average of
the closing bid and asked prices on such date, as officially reported on the
principal national securities exchange on which the Class A Common Stock is
then listed or admitted to trading; (b) if the Class A Common Stock is not
then listed or admitted to trading on any national securities exchange but is
designated as a national market system security, the last trading price of
the Class A Common Stock on such date; or (c) if there shall have been no
trading on such date or if the Class A Common Stock is not so designated, the
average of the reported closing bid and asked prices of the Class A Common
Stock on such date as shown by NASDAQ and reported by any member firm of the
NYSE, selected by the Corporation.  If neither (a), (b) or (c) is applicable,
Market Price shall mean the Fair Market Value per share determined in good
faith by the Board of Directors of the Corporation which shall be deemed to
be Fair Market Value unless holders of at least a majority of the outstanding
shares of Preferred Stock request that the Corporation obtain an opinion of a
nationally recognized investment banking firm chosen by such holders (at the


                                     -22-



Corporation's expense), in which event Fair Market Value shall be as
determined by such investment banking firm.

          "NASDAQ" shall mean the National Market System of the NASDAQ Stock
Market.

          "NYSE" shall mean the New York Stock Exchange, Inc.

          "Original Issue Date" shall mean December 12, 2000.

          "Parity Stock" shall mean any capital stock of the corporation,
including the Preferred Stock, ranking on a par (either as to dividends or
upon liquidation, dissolution or winding up) with the Preferred Stock.

          "Person" shall mean any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, government (or an agency or political subdivision thereof) or other
entity of any kind, and shall include any successor (by merger) of such
entity.

          "Regular Dividend" shall mean a cash dividend on the Common Stock
declared by the Board of Directors of the Corporation with respect to the
most recently completed quarter of the fiscal year of the Corporation (the
"Quarter"), that satisfies either of the following conditions: (i) the
product of four times the per share amount of such Common Stock cash dividend
declared with respect to such Quarter is less than or equal to 110% of the
aggregate per share amounts of the Common Stock cash dividends declared and
paid with respect to the immediately preceding four fiscal quarters or (ii)
the aggregate per share amounts of Common Stock cash dividends declared with
respect to such Quarter and the immediately preceding three fiscal quarters
is less than or equal to 10% of the consolidated net income of the
Corporation and its Subsidiaries per share of Common Stock (as determined in
accordance with generally accepted accounting principles) for the 12-month
period ending on the last day of such Quarter.  In the case of a cash
dividend on the Common Stock declared by the Board of Directors of the
Corporation with respect to semi-annual or annual period during which no
quarterly cash  dividends were declared, the preceding formula will be
adjusted and applied appropriately to determine whether such cash dividend is
a Regular Dividend.

          "Senior Stock" shall mean any capital stock of the Corporation
ranking senior (either as to dividends or upon liquidation, dissolution or
winding up) to the Preferred Stock.

          "Stock Purchase Agreement" shall mean the Stock Purchase Agreement,
dated October 19, 2000, by and between the Corporation and The 1818 Fund III,
L.P., as the same may be amended from time to time.

                                     -23-



          "Subsidiary" shall mean, with respect to any person, a corporation
or other entity of which 50% or more of the voting power of the voting equity
securities or equity interest in owned, directly or indirectly, by such
persons.

          "Trading Days" shall mean a day on which the national securities
exchanges are open for trading.

Section 11.    Modification or Amendment.

          Except as specifically set forth herein, modifications or
amendments to this Certificate of Designation may be made by the Corporation
with the consent of the holders of at least 50% of the outstanding shares of
Preferred Stock.


































                                     -24-



     IN WITNESS WHEREOF, Genesee & Wyoming, Inc. has caused this Certificate
to be duly executed in its corporate name on this 11th day of December, 2000.


                               GENESEE & WYOMING INC.



                               By: /s/ John C. Hellmann
                                   --------------------------------
                                    Name:   John C. Hellmann
                                    Title:  Chief Financial Officer





































                                     -25-

EX-10.1

                                                                Exhibit 10.1


                 STOCK PURCHASE AGREEMENT, dated October 19, 2000, by and
between Genesee & Wyoming Inc., a corporation organized under the laws of
Delaware (the "Company"), and The 1818 Fund III, L.P., a Delaware limited
partnership (the "Purchaser").

                 The Company proposes that the Company issue to the
Purchaser, and the Purchaser purchase, up to 25,000 shares of the Company's
4.0% Senior Redeemable Convertible Preferred Stock, Series A, par value $.01
per share (the "Preferred Stock"), upon the terms and subject to the
conditions set forth in this Agreement.

                 An amendment to the Company's Restated Certificate of
Incorporation in the form attached hereto as Exhibit A (the "Charter
Amendment") authorizing 1,000,000 shares of Preferred Stock, par value $.01
per share, has been approved by the Board of Directors of the Company and the
holders of a majority of the voting power of the outstanding shares of Common
Stock but not yet filed with the Secretary of State of the State of Delaware.

                 The Charter Amendment will be so filed on or about November
13, 2000 and, prior to Closing, the Certificate of Designation will be filed
with the Secretary of State of the State of Delaware.

                 In consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as
follows:
                                   ARTICLE 1
                                  DEFINITIONS

                 1.1      Definitions.  As used in this Agreement, and unless
the context requires a different meaning, the following terms have the
meanings indicated:

                 "1998 Audited Financials" has the meaning assigned to that
term in Section 5.10.

                 "1999 Audited Financials" has the meaning assigned to that
term in Section

                 "Acquisition Threshold" means the expenditure of $25,000,000
or more (whether by means of cash payment, issuance of capital stock,
assumption of indebtedness or, in the case of an asset acquisition only,
assumption of Capitalized Lease Obligations) by the Company or its



Subsidiaries to acquire (x) the assets or capital stock of any railway
company or (y) concessions from any Governmental Authority to operate a
railway; provided, however, that expenditures made (whether by means of cash
payment, issuance of capital stock or assumption of indebtedness or
Capitalized Lease Obligations) in connection with the acquisition of capital
stock or assets of Bolivia. and Westrail shall not be included when
calculating whether the Acquisition Threshold has been reached.

                 "Additional Closing Date" has the meaning assigned that term
in Section 2.1(b)(iii).

                 "Additional Option Shares" has the meaning assigned to that
term in Section 2.1(b)(i).

                 "Additional Purchase Price" has the meaning assigned that
term in Section 2.1(b)(iii).

                 "Additional Shares" has the meaning assigned to that term in
Section 2.1(b)(ii).

                 "Affiliate" has the meaning assigned that term in Rule 12b-2
of the General Rules and Regulations under the Exchange Act; provided that
"Affiliate" shall not, unless the context requires otherwise, include the
Purchaser or any Affiliate of the Purchaser; provided further, that, Mortimer
B. Fuller III shall be deemed to be an Affiliate of the Company.

                 "Agreement" means this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.

                 "Benefit Plans" has the meaning assigned that term in
Section 5.21(a).

                 "Bolivia" means Empresa Ferroviaria Oriental, S.A.

                 "Business Day" means any day other than a Saturday, Sunday
or other day on which commercial banks in the City of New York, New York are
authorized or required by law or executive order to close.

                 "Capitalized Lease" means any lease of property, real or
personal, the obligations of the lessee in respect of which are required in
accordance with GAAP to be capitalized on the balance sheet of the lessee.

                 "Capitalized Lease Obligations" means as to any Person, the
obligations of such Person to pay rent or other amounts under any Capitalized
Leases; the amount of such obligations at any time shall be the capitalized
amount thereof at such time determined in accordance with GAAP.


                                                                       -2-



                 "Certificate of Designation" means the Certificate of
Designation with respect to the Preferred Stock (the form of which is
attached hereto as Exhibit B) to be adopted by the Board of Directors of the
Company and filed with the Secretary of State of the State of Delaware.

                 "Claims" has the meaning assigned to that term in Section
5.13(b).

                 "Class A Common Stock" means the Class A Common Stock of the
Company, par value $.01 per share, and having one vote per share.

                 "Class B Common Stock" means the Class B Common Stock of the
Company, par value $.01 per share, and having ten votes per share.

                 "Closing" means the Initial Closing or an Additional
Closing, as the case may be.

                 "Closing Date" means either the Initial Closing Date or any
Additional Closing Date, as the case may be.

                 "Code" means the Internal Revenue Code of 1986, as amended.

                 "Commission" means the Securities and Exchange Commission or
any similar agency then having jurisdiction to enforce the Securities Act.

                 "Commission Documents" has the meaning assigned to that term
in Section 5.12.

                 "Common Stock" means and includes the Class A Common Stock
and the Class B Common Stock and each other class of capital stock of the
Company that does not have a preference over any other class of capital stock
of the Company as to dividends or upon liquidation, dissolution or winding up
of the Company and, in each case, shall include any other class of capital
stock of the Company into which such stock is reclassified or reconstituted.

                 "Company Indemnified Party" has the meaning assigned that
term in Section 7.2.

                 "Condition of the Company" means the assets, business,
properties or financial condition of the Company and its Subsidiaries taken
as a whole.

                 "Contractual Obligations" means as to any Person, any
provision of any security issued by such Person or of any agreement,
undertaking, contract, indenture, mortgage, deed of trust or other instrument
to which such Person is a party or by which it or any of its property is
bound.

                                                                       -3-



                 "Credit Agreement" means the Third Amended and Restated
Revolving Credit and Term Loan Agreement of the Company dated as of August
17, 1999, among the Company, Australia Southern Railroad Pty. Limited, Quebec
Gatineau Railway Inc., Compania de Ferrocarriles Chiapas-Mayab, S.A. de C.V.,
The Guarantors, the Lending Institutions listed on Schedule II thereto, Fleet
National Bank (formerly known as Bank Boston, N.A.) and The First National
Bank of Chicago, as amended, modified, supplemented, restated or replaced and
in effect from time to time.

                 "Disclosure Schedules" has the meaning assigned to that term
in the preamble to Article 5.

                 "Documents" has the meaning assigned to that term in Section
5.20.

                 "Environmental Claims" means any written notification
pursuant to Environmental Laws asserting that any of the current or past
operations of the Company or any of its Subsidiaries, or any hazardous
substance generated as a result of such operations or any of the property
currently or formerly owned, leased or operated by the Company or any of its
Subsidiaries, or the operations or property of any predecessor of the Company
or any of its Subsidiaries, is or may be subject to any Claim, Requirements
of Law, hearing, notice, agreement or evaluation by any Governmental
Authority or any other person.

                 "Environmental Compliance Costs" means any expenditures,
costs, assessments or expenses (including any expenditures, costs,
assessments or expenses in connection with the conduct of any Remedial
Action, as well as reasonable fees, disbursements and expenses of attorneys,
experts, personnel and consultants), whether direct or indirect, necessary to
cause the operations, real property, assets, equipment or facilities owned,
leased, operated or used by the Company or any of its Subsidiaries to be in
compliance with any and all requirements of Environmental Laws, or Permits
issued pursuant to Environmental Laws; provided, however, that Environmental
Compliance Costs do not include expenditures, costs, assessments or expenses
necessary in connection with normal operation or maintenance of such real
property, assets, equipment or facilities or the replacement of equipment in
the normal course of events due to ordinary wear and tear.

                 "Environmental Laws" means any federal, state, territorial,
provincial or local law, common law doctrine, rule, order, decree, judgment,
injunction, license, permit or regulation relating to environmental matters,
including those pertaining to land use, air, soil, surface water, ground
water (including the protection, cleanup, removal, remediation or damage
thereof), or any other environmental matter, together with any other laws
(federal, state, territorial, provincial or local) relating to emissions,
discharges, releases or threatened releases of or human exposure to any

                                                                       -4-



pollutant, hazardous substance or contaminant including, without limitation,
medical, biological, biohazardous or radioactive waste and materials, into
ambient air, land, surface water, groundwater, personal property or
structures, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation, discharge or
handling of any pollutant, hazardous substance or contaminant, including,
without limitation, the Comprehensive Environmental Response, Compensation,
and Liability Act (42 U.S.C. Section 9601 et seq.), the Hazardous Material
Transportation Act (49 U.S.C. Section 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Federal
Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), the Clean Air
Act (42 U.S.C. Section 1251 et seq.), the Toxic Substances Control Act (15
U.S.C. Section 2601 et seq.), the Federal Insecticide, Fungicide and
Rodenticide Act (7 U.S.C. Section 121 et seq.), the Asbestos Hazard Emergency
Response Act (15 U.S.C. Section et seq.); the Safe Drinking Water Act (42
U.S.C. Section 300F et seq.); and the Oil Pollution Act of 1990 (33 U.S.C.
Section 2701 et seq.), as such laws have been amended or supplemented and any
analogous state or local laws, statutes and regulations promulgated
thereunder.

                 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

                 "Financial Liabilities" has the meaning  assigned that term
in Section 5.28.

                 "GAAP" means generally accepted accounting principles in the
United States in effect from time to time.

                 "Governmental Authority" means the government of any nation,
state or other political subdivision thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative functions of
or pertaining to government, and any corporation or other entity controlled,
through stock or capital ownership or otherwise, by any of the foregoing.

                 "Hazardous Substance" means any toxic waste, pollutant,
contaminant, hazardous substance, toxic substance, hazardous waste, special
waste, industrial substance or waste, petroleum or petroleum-derived
substance or waste, radioactive substance or waste, or any other substance
regulated under any Environmental Law.

                 "Holder", with respect to Preferred Shares or Class A Common
Stock issued upon conversion of the Preferred Shares, means the Purchaser and
any subsequent direct or indirect transferee of such security; provided that

                                                                       -5-



the term Holder shall not include any Person who owns such security if it has
been registered under the Securities Act or if it has been transferred to
such Person after such security has been the subject of a distribution to the
public pursuant to Rule 144 (or any successor provision) under the Securities
Act or otherwise distributed under circumstances not requiring a restrictive
legend.

                 "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations of the Federal Trade
Commission thereunder.

                 "HSR Filing" has the meaning assigned to that term in
Section 2.4.

                 "Indemnified party" has the meaning assigned to that term in
Section 7.1.

                 "Initial Closing" has the meaning assigned to that term in
Section 2.4.

                 "Initial Closing Date" means the date specified in Section
2.4.

                 "Initial Preferred Shares" has the meaning assigned to that
term in Section 2.1(a).

                 "Initial Purchase Price" has the meaning assigned to that
term in Section 2.1(a).

                 "Interim Financials" has the meaning assigned to that term
in Section 5.10.

                 "Liabilities" has the meaning assigned to that term in
Section 7.1.

                 "Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, encumbrance, lien (statutory or other) or
preference, priority or other security interest or preferential arrangement
of any kind or nature whatsoever (including, without limitation, those
created by, arising under or evidenced by any conditional sale or other title
retention agreement, the interest of a lessor under a capitalized lease
obligation, or any financing lease having substantially the same economic
effect as any of the foregoing).

                 "NASDAQ" means the National Market System of the National
Association of Securities Dealers, Inc.  Automated Quotations System.


                                                                       -6-



                 "NYSE" means the New York Stock Exchange, Inc.

                 "Permits" means any licenses, franchises, permits and
authorizations of any Governmental Authority as are necessary for the lawful
conduct of the Company and its Subsidiaries.

                 "Person" means any individual, firm, corporation,
partnership, limited liability company, trust, incorporated or unincorporated
association, joint venture, joint stock company, Governmental Authority or
other entity of any kind, and shall include any successor (by merger or
otherwise) of such entity.

                 "PORTAL" means Private Offerings, Resales and Trading
through Automated Linkages.

                 "Preferred Shares" means the Initial Preferred Shares and
the Additional Shares.

                 "Projections" has the meaning assigned to that term in
Section 5.27.

                 "Purchase Price" means the Initial Purchase Price and any
Additional Purchase Price.

                 "Purchaser Option" has the meaning assigned that term in
Section 2.1(b)(ii).

                 "Purchaser's Representative" has the meaning assigned that
term in Section 8.2.

                 "Registration Rights Agreement" means the Registration
Rights Agreement in the form attached hereto as Exhibit D.

                 "Release" means any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into or through the indoor or outdoor environment or into, through
or out of any property, including the movement of Hazardous Substances
through or in the air, soil, surface water, ground water or property.

                 "Remedial Action" means all actions, whether voluntary or
involuntary, reasonably necessary to comply with, or discharge any obligation
under, Environmental Laws to (i) clean up, remove, treat or cover Hazardous
Substances in the indoor or outdoor environment; (ii) prevent or control the
Release of Hazardous Substances so that they do not migrate or endanger or
threaten to endanger public health or welfare or the environment; or (iii)
perform remedial studies, investigations, restoration and post-remedial
studies, investigations and monitoring on, about or in any real property.

                                                                       -7-



                 "Requirements of Law" means as to any Person, the
Certificate of Incorporation and By-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

                 "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder.

                 "Solvent" means, with respect to any Person, that the fair
saleable value on a going concern basis of the assets and property of such
Person is, on the date of determination, greater than the total amount of
liabilities (including contingent and unliquidated liabilities) of such
Person as of such date and that, as of such date, such Person is able to pay
all liabilities of such Person as such liabilities mature.  In computing the
amount of contingent or liquidated liabilities at any time, such liabilities
will be computed as the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that is probable
to become an actual or matured liability.

                 "Stockholders Agreement" means the Letter Agreement in the
form attached hereto as Exhibit E.

                 "Subsidiary" means, with respect to any Person, another
Person of which 50% or more of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such
first-mentioned Person.  Unless otherwise qualified, all references to a
"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Company.

                 "USTs" means any underground or aboveground storage tanks or
related piping or dispensers.

                 "Westrail" means Westrail Freight, which is owned by the
government of Western Australia.

                 1.2      Accounting Terms; Financial Covenants.  All
accounting terms used herein not expressly defined in this Agreement shall
have the respective meanings given to them in accordance with sound
accounting practice.  The term "sound accounting practice" shall mean such
accounting practice as, in the opinion of the independent accountants
regularly retained by the Company, conforms at the time to GAAP applied on a
consistent basis except for changes with which such accountants concur.  If
any changes in accounting principles are hereafter occasioned by promulgation
of rules, regulations, pronouncements or opinions by or are otherwise
required by the Financial Accounting Standards Board or the American

                                                                       -8-



Institute of Certified Public Accountants (or successors thereto or agencies
with similar functions), and any of such changes results in a change in the
method of calculation of, or affects the results of such calculation of, any
of the financial covenants, standards or terms found herein, then the parties
hereto agree to enter into and diligently pursue negotiations in order to
amend such financial covenants, standards or terms so as to reflect fairly
and equitably such changes, with the desired result that the criteria for
evaluating the Company's financial condition and results of operations shall
be the same after such changes as if such changes had not been made.
                                   ARTICLE 2
                     PURCHASE AND SALE OF PREFERRED STOCK

                 2.1      Purchase and Sale of Preferred Stock.

                          (a)  Subject to the terms and conditions herein set
forth, the Company agrees that it will issue to the Purchaser, and the
Purchaser agrees that it will acquire from the Company, at the Initial
Closing, 10,000 shares of Preferred Stock (the "Initial Preferred Shares")
for an aggregate purchase price of $10,000,000 (the "Initial Purchase
Price"), in cash, by wire transfer of immediately available funds to an
account designated by the Company in a notice delivered to the Purchaser no
less than one day prior to the Closing Date.

                          (b) (i) The Company has the option of requiring the
Purchaser (or, at the Purchaser's option, an Affiliate thereof) to acquire
from time to time (in multiples of $5,000,000) before January 15, 2001 up to
15,000 additional shares of Preferred Stock (the "Additional Option Shares")
at a price of $1,000 per share.

                          (ii)  If the Company has equaled or exceeded the
Acquisition Threshold on or before the first anniversary of the Initial
Closing Date, the Purchaser shall have the one-time option (the "Purchaser
Option") to elect, on or before the first anniversary of the Initial Closing,
to acquire an additional 10,000 shares of Preferred Stock (such shares,
together with the Additional Option Shares, the "Additional Shares") at a
price of $1,000 per share; provided, however, that the total number of shares
of Preferred Stock to be acquired by the Purchaser upon exercise of the
Purchaser Option shall be reduced to the extent necessary so that the
aggregate purchase price of the Initial Preferred Shares and the Additional
Shares does not exceed $25,000,000; provided, further, that if the Company
has not equaled or exceeded the Acquisition Threshold on or before the first
anniversary of the Initial Closing Date, the Purchaser Option shall be
extended until the second anniversary of the Initial Closing and may be
exercised by the Purchaser until that time if the Acquisition Threshold is
then equaled or exceeded.  In addition, the Company shall give the Purchaser
notice within 10 days of the closing of any acquisition occurring prior to


                                                                       -9-



the expiration of the Purchaser Option that is to be included when
determining if the Acquisition Threshold has been equaled or exceeded.

                          (iii)   The Company shall give the Purchaser
written notice of its election to sell Additional Shares pursuant to clause
(b)(i) and the Purchaser shall give the Company written notice of its
election to purchase Additional Shares pursuant to clause (b)(ii), as the
case may be, on a date specified in such notice (which date shall be a
Business Day occurring at least 10 Business Days after the date of such
notice).  Such notice shall specify the number of Preferred Shares to be sold
or purchased, as the case may be, and, if applicable, the name or names (with
address) in which a certificate or certificates for the Additional Shares are
to be issued.  The purchase and sale of the Additional Shares shall, subject
to the provisions contained in Section 2.4 in the event an HSR Filing is
required, occur on the date specified in such notice (each, an "Additional
Closing Date").  On each Additional Closing Date, the Company will issue to
the Purchaser (or its Affiliate) the number of shares of Preferred Shares to
be purchased on such date and the Purchaser shall deliver the purchase price
therefore (the "Additional Purchase Price") in cash, by wire transfer of
immediately available funds to an account designated by the Company in a
notice delivered to the Purchaser.  On each Additional Closing Date, the
Purchaser shall deliver to the Company a certificate signed by a General
Partner stating that the representations and warranties contained in Article
6 are true and correct as if made as of such Additional Closing Date (unless
such representations and warranties relate to matters only as of a particular
date, in which case such representations and warranties shall be true and
correct in all material respects as of such date) and the President or a Vice
President of the Company shall deliver to the Purchaser a certificate stating
that the representations and warranties contained in Article 5 are true and
correct in all material respects as of such Additional Closing Date as if
made as of such date (unless such representations and warranties relate to
matters only as of a particular date in which case such representations and
warranties shall be true and correct in all material respects as of such
date) and the Company is in compliance in all material respects with its
obligations in Article 8 or 9; provided, that, (x) the references in Section
5.10 to the 1998 Audited Financials and the 1999 Audited Financials shall
instead be to the audited consolidated financial statements of the Company
for the two most recently completed fiscal years (which have been included in
the Company's Commission Documents), (y) references in Section 5.10 to the
Interim Financials shall be deemed to also include a reference to the
unaudited consolidated financial statements of the Company for each completed
fiscal quarter ending September 30, March 31 and September 30 since the
Initial Closing for which the Company has filed a quarterly report on Form
10-Q and (z) the Company shall deliver a supplemental schedule to the
Purchaser updating the capitalization and material contracts (as to the first
sentence thereof only) representations and warranties contained in Sections
5.16 and 5.26; provided, further, that the Company shall also satisfy and

                                                                      -10-



certify that the conditions contained in Sections 3.6, 3.8, 3.9, 3.10, 3.17
and 3.18 shall be satisfied as of the Closing Date in respect of the purchase
of the Additional Shares.

                 2.2      Certificate of Designation.  The Preferred Shares
shall have the rights and preferences set forth in the Certificate of
Designation.

                 2.3      Fees.  The Company agrees it will pay to the
Purchaser at each Closing, a facility fee of 3.75% of the Purchase Price of
the Preferred Shares to be purchased by the Purchaser at such Closing in
cash, by wire transfer of immediately available funds to an account
designated by the Purchaser in a notice delivered to the Company at least one
day prior to such Closing.  Such facility fee may be paid by the Purchaser by
deducting such amount from the Purchase Price.

                 2.4      Closing.  The purchase and issuance of the Initial
Preferred Shares shall take place at the closing (the "Initial Closing") to
be held at the offices of Paul, Weiss, Rifkind, Wharton & Garrison, 1285
Avenue of the Americas, New York, New York 10019-6064 on the second Business
Day following the fulfillment of all conditions to the Initial Closing (other
than those conditions contemplated to be fulfilled concurrently with the
Initial Closing), or such later date on or prior to January 31, 2001 as the
parties may agree (the "Initial Closing Date"), at 10:00 a.m., New York City
time.  The location and time of each purchase and issuance of Additional
Shares (each an "Additional Closing" and, together with the Initial Closing,
the "Closings") shall be set forth in the written notice from the Company or
the Purchaser, as the case may be, referred to in Section 2.1(b); provided,
however, that in the event that the Purchaser's purchase of Preferred Shares
at an Additional Closing would result in a premerger notification filing
requirement (an "HSR Filing") pursuant to the HSR Act, the Purchaser shall
not be required to purchase and the Company shall not be required to sell
such Preferred Shares at such Additional Closing until expiration or
termination of the HSR Act waiting period, and; provided, further, that such
purchase shall instead close on the second Business Day after expiration or
termination of the HSR Act waiting period.  At each Closing, subject to the
terms and conditions set forth herein, the Company shall sell the Preferred
Shares to be purchased at such Closing to the Purchaser by delivering to the
Purchaser Preferred Shares registered in the name of the Purchaser or its
designees, with appropriate issue stamps, if any, affixed at the expense of
the Company, free and clear of any Lien, and the Purchaser shall purchase the
Preferred Shares by depositing the purchase price therefor, in cash or by
wire transfer of immediately available funds to an account designated by the
Company in a notice delivered to the Purchaser no less than one day prior to
the Additional Closing Date.



                                                                      -11-



                                   ARTICLE 3
                         CONDITIONS TO THE OBLIGATION
                           OF THE PURCHASER TO CLOSE

                 The obligation of the Purchaser to purchase the Initial
Preferred Shares, to pay the Initial Purchase Price at the Initial Closing
and to perform any obligations hereunder shall be subject to the satisfaction
or waiver of the following conditions on or before the Closing Date:

                 3.1      Representations and Warranties True.  The
representations and warranties of the Company contained in Section 5 hereof
shall be true and correct in all material respects at and as of the Closing
Date as if made at and as of such date (unless such representations and
warranties relate to matters only as of a particular date, in which case such
representations and warranties shall be true and correct in all material
respects as of such date).

                 3.2      Compliance with this Agreement.  The Company shall
have performed and complied in all material respects with all of its
agreements and conditions set forth or contemplated herein that are required
to be performed or complied with by the Company on or before the Closing
Date.

                 3.3      Officer's Certificate.  The Purchaser shall have
received a certificate, dated the Closing Date and signed by the President or
a Vice President of the Company, certifying that the conditions set forth in
Sections 3.1 and 3.2 hereof have been satisfied on and as of such date.

                 3.4      Secretary's Certificate.  The Purchaser shall have
received a certificate, dated the Closing Date and signed by the Secretary or
an Assistant Secretary of the Company, certifying the truth and correctness
of attached copies of the Certificate of Incorporation and By-laws of the
Company and resolutions of the Board of Directors of the Company approving
this Agreement and the transactions contemplated hereby.

                 3.5      Documents.  The Purchaser shall have received copies
of such documents as it reasonably may request in connection with the sale of
the Initial Preferred Shares and the transactions contemplated hereby, all in
form and substance reasonably satisfactory to the Purchaser.

                 3.6      Purchase Permitted by Applicable Laws; Legal
Investment.  The acquisition of and payment for the Initial Preferred Shares
to be acquired by the Purchaser hereunder and the consummation of the
transactions contemplated hereby (a) shall not be prohibited by any
applicable law or governmental regulation, (b) shall not subject the
Purchaser to any penalty or, in its reasonable judgment, other onerous

                                                                      -12-



condition under or pursuant to any applicable law or governmental regulation
and (c) shall be permitted by the laws and regulations of the jurisdictions
to which it is subject.

                 3.7      Intentionally omitted.

                 3.8      Opinion of Counsel.  The Purchaser shall have
received the opinion of Simpson, Thacher & Bartlett, counsel to the Company,
dated the Closing Date, with respect to the matters set forth in Exhibit C
hereto.

                 3.9      Consents and Approvals.  All consents, exemptions,
authorizations, or other actions by, or notices to, or filings with,
Governmental Authorities and other Persons, including with respect to
Contractual Obligations of the Company, necessary or required in connection
with the execution, delivery or performance (including, without limitation,
the payment of dividends on the Preferred Stock and the issuance of Class A
Common Stock upon the conversion of the Preferred Stock) by the Company or
enforcement against the Company of this Agreement, the Preferred Shares, the
Registration Rights Agreement or the Stockholders Agreement shall have been
obtained and be in full force and effect (and the Purchaser shall have been
furnished with appropriate evidence thereof), other than those that would not
impair the ability of the Company to perform its obligations under this
Agreement,

                 3.10     No Material Adverse Change.  Since December 31,
1999, there shall have been no material adverse change, nor shall any event
occur which is reasonably likely to cause any such change in the Condition of
the Company since that date; provided, however, that such change shall not
include changes arising out of (i) changes in U.S. general economic or
securities markets conditions; (ii) any changes that affect the railroad
industry in general; or (iii) changes resulting from the announcement of the
transactions contemplated by this Agreement.

                 3.11     Bolivia or Westrail Closing.  The proposed
investment by the Company in either Bolivia or Westrail shall have been
consummated on terms and conditions satisfactory to the Purchaser in its
reasonable judgment.

                 3.12      Conduct of Business.  The Company shall not have
from the date hereof to the Closing Date (i) taken any action or proposed to
take any action that would require the vote of the Preferred Stock as
contemplated by Section 3(b) of the Certificate of Designation if such
Certificate of Designation were in effect as of the date hereof or (ii)
allowed or agreed to allow a Change of Control (as defined in the Certificate
of Designation) to occur, in each case without the prior written consent of
the Purchasers.

                                                                      -13-



                 3.13     Registration Rights Agreement.  The Company shall
have duly executed and delivered to the Purchaser the Registration Rights
Agreement.

                 3.14     Stockholders Agreement.  The Company and the other
parties thereto (other than the Purchaser) shall have duly executed and
delivered to the Purchaser the Stockholders Agreement.

                 3.15     Charter of the Company.  The Charter Amendment and
the Certificate of Designation shall each have been filed with the Secretary
of State of the State of Delaware and each such filing shall have become
effective and neither the Charter Amendment nor the Certificate of
Designation shall have been amended or modified.

                 3.16     Market Conditions.  Prior to the Closing Date, (a)
trading in the Common Stock shall not have been suspended by the Commission
or by the NASDAQ, (b) trading in securities generally on the NYSE or NASDAQ
shall not have been suspended or limited for two consecutive Business Days or
minimum or maximum prices shall not have been generally established on such
exchange for two consecutive Business Days, or additional material
governmental restrictions, not in force on the date of this Agreement, shall
not have been imposed upon trading in securities generally by such exchange
or by order of the Commission or any court or other Governmental Authority
for two consecutive Business Days and (c) a general banking moratorium shall
not have been declared by either Federal or New York State authorities and
continued for two (2) consecutive Business Days.


                 3.17     No Litigation.  Except as set forth in Schedule 5.6,
no action, suit, proceeding, claim or dispute shall have been brought or
otherwise arisen at law, in equity, in arbitration or before any Governmental
Authority against the Company or any of its Subsidiaries which is reasonably
likely to be successful against the Company and would, if adversely
determined, (i) have a material adverse effect on the Condition of the
Company or (ii) have a material adverse effect on the ability of the Company
to perform its obligations under this Agreement, the Preferred Shares, the
Registration Rights Agreement or the Stockholders Agreement.

                 3.18     No Default or Breach.  Neither the Company nor any
of its Subsidiaries shall be in default under or with respect to any
Contractual Obligation in any respect, which, individually or together with
all such defaults, would be materially adverse to the Condition of the
Company or which could materially adversely affect the ability of the Company
to perform its obligations under this Agreement, the Preferred Shares, the
Registration Rights Agreement or the  Stockholders Agreement.



                                                                      -14-



                 3.19     Credit Agreement.  The parties to the Credit
Agreement shall have duly executed and delivered an amendment thereto in
respect of the issuance of the Preferred Stock and the payment of the
dividends thereon in form and substance acceptable to the Purchaser in its
reasonable judgment.

                                   ARTICLE 4
                         CONDITIONS TO THE OBLIGATION
                            OF THE COMPANY TO CLOSE

                 The obligations of the Company to issue and sell the Initial
Preferred Shares, and to consummate the transactions contemplated herein on
the Initial Closing Date, shall be subject to the satisfaction or waiver of
the following conditions on or before the Initial Closing Date:

                 4.1      Representations and Warranties True.  The
representations and warranties of the Purchaser contained in Section 6 hereof
shall be true and correct in all material respects at and as of the Closing
Date as if made at and as of such date (unless such representations and
warranties relate to matters only as of a particular date, in which case such
representations and warranties shall be true and correct in all material
respects as of such date).

                 4.2      Compliance with this Agreement.  The Purchaser shall
have performed and complied with in all material respects all of its
agreements and conditions set forth or contemplated herein that are required
to be performed or complied with by the Purchaser on or before the Closing
Date.

                 4.3      Issuance Permitted by Applicable Laws.  The issuance
of the Preferred Shares and the consummation of the transactions contemplated
hereby by the Company (a) shall not be prohibited by any applicable law or
governmental regulation, (b) shall not subject the Company to any penalty or,
in its reasonable judgment, other onerous condition under or pursuant to any
applicable law or governmental regulation and (c) shall be permitted by the
laws and regulations of the jurisdictions in which is it subject.

                 4.4      Consents and Approvals. All consents, exemptions,
authorizations, or other actions by, or notices to, or filings with,
Governmental Authorities and other Persons, including with respect to
Contractual Obligations of the Purchaser, necessary or required in connection
with the execution, delivery or performance by the Purchaser or enforcement
against the Purchaser of this Agreement shall have been obtained and be in
full force and effect, and the Company shall have been furnished with
appropriate evidence thereof.



                                                                      -15-



                 4.5      Charter of the Company.  The Charter Amendment and
the Certificate of Designation shall each have been filed with the Secretary
of State of the State of Delaware and each such filing shall have become
effective.

                 4.6      Credit Agreement.  The parties to the Credit
Agreement shall have duly executed and delivered an amendment thereto in
respect of the issuance of the Preferred Stock in form and substance
acceptable to the Company in its reasonable judgment.

                 4.7      Bolivia and Westrail Closings.  The proposed
investment by the Company in either Bolivia or Westrail shall have been
consummated on terms and conditions satisfactory to the Company in its
reasonable judgment.

                                   ARTICLE 5
                              REPRESENTATIONS AND
                           WARRANTIES OF THE COMPANY

                 The Company has delivered a disclosure letter relating to
this Agreement (the "Disclosure Schedules") to the Purchaser prior to the
execution of this Agreement.  The Company hereby represents and warrants to
the Purchaser as follows:

                 5.1      Corporate Existence and Power.  The Company, and
each of its Subsidiaries:

                          (a)     is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization;

                          (b)      has (i) full corporate (or other
organizational) power and authority and (ii) all governmental licenses,
authorizations, consents and approvals to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which
it is currently engaged;

                          (c)     is duly qualified as a foreign person,
licensed and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification; and

                          (d)     is in compliance with all Requirements of
Law;

except, in the case of (b)(ii), (c) or (d) of this Section 5.1, to the extent
that the failure to do so would not have a material adverse effect on the
Condition of the Company.

                                                                      -16-



                 5.2      Corporate Authorization; No Contravention.  The
execution, delivery and performance by the Company of this Agreement, the
Registration Rights Agreement, the Stockholders Agreement and the
transactions contemplated hereby and thereby, including without limitation
the issuance of the Preferred Shares and the Class A Common Stock issuable
upon the conversion of the Preferred Shares:

                          (a)     is within the Company's corporate power and
authority and has been duly authorized by all necessary corporate action; and

                          (b)     will not violate, conflict with or result
in any breach or contravention of or the creation of any Lien under, any
Contractual Obligation of the Company or any of its Subsidiaries, or any
order or decree directly relating to the Company or any of its Subsidiaries,
other than any such violations, conflicts, contraventions or Liens that,
individually or in the aggregate, could not reasonably be expected to (i)
impair the ability of the Company to perform its obligations under this
Agreement, the Registration Rights Agreement or the Stockholders Agreement or
(ii) prevent or materially delay consummation of the transactions
contemplated by this Agreement, the Registration Rights Agreement or the
Stockholders Agreement.

                 5.3      Governmental Authorization; Third Party Consents.
Other than with respect to compliance with the HSR Act or as set forth in
Schedule 5.3 of the Disclosure Schedules, no approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person, is necessary or required in
connection with the execution, delivery or performance by the Company or
enforcement against the Company of this Agreement, the Preferred Shares, the
Registration Rights Agreement, the Stockholders Agreement or the transactions
contemplated hereby or thereby.  As of the Closing Date, the issuance of and
payment of dividends on the Preferred Stock will not be prohibited by the
terms of the Credit Agreement

                 5.4      Binding Effect.  This Agreement has been duly
executed and delivered by the Company, and at the Initial Closing the
Registration Rights Agreement, the Stockholders Agreement and the Initial
Preferred Shares will be duly executed and delivered by the Company.  This
Agreement constitutes the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as
enforcement may be limited by any implied covenant of good faith and fair
dealing, by applicable bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights generally or by equitable principles
relating to enforceability or as the enforcement may be limited by
considerations of public policy.  At the Closing, the Registration Rights
Agreement, the Stockholders Agreement and the Preferred Shares will
constitute the legal, valid and binding obligations of the Company

                                                                      -17-



enforceable against the Company in accordance with their respective terms,
except as enforcement may be limited by any implied consent of good faith and
fair dealing, by applicable bankruptcy, insolvency, or similar laws affecting
the enforcement of creditors' rights generally or by equitable principles
relating to enforceability or as the enforcement may be limited by
considerations of public policy.

                 5.5      No Legal Bar.  Neither the execution, delivery and
performance of this Agreement, the Registration Rights Agreement and the
Stockholders Agreement nor the issuance or performance of the terms of the
Preferred Shares will violate any Requirement of Law in any material respect
or any of its Subsidiaries or any rule or regulation of NASDAQ.

                 5.6      Litigation.

                          (a)     Except as set forth in Schedule 5.6 of the
Disclosure Schedules, there are no actions, suits, proceedings, claims or
disputes pending, or to the best knowledge of the Company, threatened, at
law, in equity, in arbitration or before any Governmental Authority against
the Company or any of its Subsidiaries:

                                  (i)      with respect to this Agreement, the
Preferred Shares, the Registration Rights Agreement or the Stockholders
Agreement or any of the transactions contemplated hereby or thereby; or

                                  (ii)     which is reasonably likely to be
successful against the Company and would, if adversely determined, (i) have a
material adverse effect on the Condition of the Company or (ii) have a
material adverse effect on the ability of the Company to perform its
obligations under this Agreement, the Preferred Shares, the Registration
Rights Agreement or the Stockholders Agreement.

                          (b)     No injunction, writ, temporary restraining
order, decree or any order of any nature has been issued by any court or
other Governmental Authority purporting to enjoin or restrain the execution,
delivery and performance of this Agreement, the Preferred Shares, the
Registration Rights Agreement or the Stockholders Agreement.

                 5.7      No Default or Breach.  No event has occurred and is
continuing or would result from incurring the obligations by the Company
under this Agreement, the Preferred Shares or under the Registration Rights
Agreement which would constitute a default under or breach of any of the
provisions of Article 8 or 9.  Neither the Company nor any of its
Subsidiaries is (or would be as a result the issuance of the Preferred Shares
and the conversion of such shares into Class A Common Stock) in default under
or with respect to any Contractual Obligation in any respect, which,
individually or together with all such defaults, would be materially adverse

                                                                      -18-



to the Condition of the Company or which could reasonably be expected to
materially adversely affect the ability of the Company to perform its
obligations under this Agreement, the Preferred Shares, the Registration
Rights Agreement or the Stockholders Agreement.

                 5.8      Title to Properties.  The Company and each of its
Subsidiaries have good and defensible title to, or hold leases in full force
and effect in all their real property, except for such defects in title as
could not reasonably be expected to, individually or in the aggregate, have a
materially adverse effect on the Condition of the Company or the ability of
the Company to perform its obligations under this Agreement, the Preferred
Shares, the Registration Rights Agreement or the Stockholders Agreement.

                 5.9      Taxes.  The Company and its Subsidiaries have filed
or caused to be filed, or have properly filed extensions for, all material
income tax returns which are required to be filed and have paid or caused to
be paid all material taxes as shown on said returns and on all assessments
received by it to the extent that such taxes have become due, except taxes
the validity or amount of which is being contested in good faith by
appropriate proceedings and with respect to which adequate reserves have been
set aside.  The Company and its Subsidiaries have paid or caused to be paid,
or have established reserves that the Company reasonably believes to be
adequate for all material income tax liabilities applicable to the Company
and its Subsidiaries for all fiscal years which have not been examined and
reported on by the taxing authorities (or closed by applicable statutes).

                 5.10     Financial Condition.  The Company heretofore has
delivered or made available to the Purchaser true and correct copies of
audited consolidated financial statements of the Company and its Subsidiaries
dated as of December 31, 1998 (the "1998 Audited Financials") and December
31, 1999 (the "1999 Audited Financials"), and the unaudited consolidated
financial statements of the Company and its Subsidiaries dated as of March
31, 2000 and June 30, 2000 (the "Interim Financials").  The 1998 Audited
Financials, 1999 Audited Financials and the Interim Financials have been
prepared in accordance with GAAP applied consistently and present fairly the
consolidated financial condition of the Company as of the dates thereof and
the consolidated results of operations and cash flows of the Company for the
period, or portion thereof, then ended (except in the case of the Interim
Financials, for normal year-end adjustment or the absence of footnotes).

                 5.11     No Material Adverse Change.  Except as expressly
disclosed in the Commission Documents (excluding the financial statements)
filed prior to the date hereof that describe the event, since December 31,
1999, there has not been any material adverse change, nor to the knowledge of
the Company has any event occurred which is reasonably likely to result in
such a change, in the Condition of the Company.


                                                                      -19-



                 5.12     Commission Documents.  The Company has filed all
registration statements, proxy statements, reports and other documents
required to be filed by them under the Securities Act or the Exchange Act,
and all amendments thereto (collectively, the "Commission Documents") since
January 1, 1998. The Company has furnished or made available to the Purchaser
copies of all Commission Documents, each as filed with the Commission, since
January 1, 1998.  Each Commission Document when filed with the Commission was
true and accurate in all material respects and in compliance in all material
respects with the requirements of its respective report form.

                 5.13     Environmental Matters.  Except as set forth in
Schedule 5.13 of the Disclosure Schedules and except for instances that would
not adversely affect the Condition of the Company in any material respect.

                          (a)     Neither the Company nor any of its
Subsidiaries is or has been in violation of any applicable Environmental Law;

                          (b)     (i) The Company and its Subsidiaries have
all Permits required pursuant to applicable Environmental Laws for the
conduct of the business of the Company or its Subsidiaries, (ii) all such
Permits are in full force and effect, (iii) neither the Company nor any of
its Subsidiaries has received written notice or has knowledge that any
action, cause of action, suit, claim, complaint, demand, litigation or legal,
administrative or arbitral proceeding or investigation (collectively,
"Claims") to revoke, limit or modify any of such Permits is pending and (iv)
the Company and each of its Subsidiaries is in compliance with all terms and
conditions thereof;

                          (c)     Neither the Company or any of its
Subsidiaries has received any Environmental Claim, and none of them is
subject, due to the consummation of the transactions contemplated by this
Agreement, to any obligation to investigate or remediate any property under
any applicable Environmental Law;

                          (d)     Neither the Company or any of its
Subsidiaries has entered into any written agreement with any Governmental
Body or any other Person by which the Company or any of the Subsidiaries
agreed to undertake, or assume responsibility for, or guaranteed, any other
Person's agreement to undertake, for the remediation of any condition arising
from or relating to a Release or threatened Release of Hazardous Substances
into the environment;

                          (e)     To the knowledge of the Company or any of
its Subsidiaries, there is not a Release or threatened Release of Hazardous
Substances for which the Company or any of its Subsidiaries could reasonably
be expected to be responsible;


                                                                      -20-



                          (f)     Except in cases which would not give rise
to liability under any applicable Environmental Law, there is not now and has
not been at any time in the past at, on or in any of the real properties
owned, leased or operated by the Company or any of its Subsidiaries, and, to
the knowledge of the Company or any of its Subsidiaries, there was not at, on
or in any real property previously owned, leased or operated by the Company
or any of its Subsidiaries or any predecessor, any UST, surface impoundment,
lagoon, landfill, solid waste disposal area, or other containment facility
(past or present) for the temporary or permanent storage, treatment or
disposal of Hazardous Substances;

                          (g)     To the knowledge of the Company or any of
its Subsidiaries: (i) there is no basis for any Environmental Claim against
any of them, and (ii) there is no condition that could reasonably be expected
to result in Environmental Compliance costs to any of them;

                          (h)     To the knowledge of the Company or any of
its Subsidiaries, neither the Company or any of its Subsidiaries has
transported, stored, treated or disposed, nor has it allowed or arranged for
any third persons to transport, store, treat or dispose, any Hazardous
Substance to or at:  (i) any location other than a site lawfully permitted to
receive such substances for such purposes, or (ii) any location designated
for Remedial Action pursuant to Environmental Laws; nor has it performed,
arranged for or allowed by any method or procedure such transportation or
disposal in contravention of any Environmental Laws or in any other manner
which could reasonably be expected to result in Environmental Compliance
Costs or in an Environmental Claim.

                 5.14     Investment Company.  The Company is not  an
"investment company" within the meaning of the Investment Company Act of
1940, as amended.

                 5.15     Subsidiaries.  Schedule 5.15 of the Disclosure
Schedules sets forth a complete and accurate list of all of the Subsidiaries
of the Company together with their respective jurisdictions of incorporation
or organization.  Except as set forth on Schedule 5.15 of the Disclosure
Schedules, each such Subsidiary is directly or indirectly wholly owned by the
Company.

                 5.16     Capitalization.  As of the date hereof, the
authorized capital stock of the Company consists of 12,000,000 shares of
Class A Common Stock and 1,500,000 shares of Class B Common Stock.  Upon the
filing and effectiveness of the Charter Amendment, the authorized capital
stock of the Company will consist of 12,000,000 shares of Class A Common
Stock, 1,500,000 shares of Class B Common Stock and 1,000,000 shares of
preferred stock, par value $.01 per share.  Upon the filing and effectiveness
of the Certificate of Designation, 25,000 of such shares of preferred stock

                                                                      -21-



will be designated as Preferred Stock.  As of October 15, 2000, 3,492,328
shares of Class A Common Stock and 845,447 shares of Class B Common Stock are
issued and outstanding.  Except as set forth in Section 5.16 of the
Disclosure Schedules or as contemplated by this Agreement, there are no
shares of capital stock of the Company reserved for issuance.  All of the
outstanding shares of capital stock of the Company have been duly authorized
and are fully paid and non-assessable.  The Preferred Shares when issued upon
payment of the Purchase Price, and the shares of Class A Common Stock when
issued upon conversion of the Preferred Shares, are duly authorized, and,
when issued, in each case will be validly issued, fully paid and
nonassessable.  Other than options granted pursuant to the Company's 1996
Stock Option Plan or Stock Option Plan for Outside Directors and except as
set forth in Schedule 5.16 of the Disclosure Schedules or in the Certificate
of Designation, there are no options, warrants or other rights to purchase
shares of capital stock or other securities of the Company, nor is the
Company obligated in any manner to issue shares of its capital stock or other
securities.  Except as set forth in the Company's Restated Certificate of
Incorporation (as in effect on the date hereof) and except as contemplated
hereby (including the filing of the Certificate of Designation) and for
relevant state and federal securities laws, there are no restrictions on the
transfer of shares of capital stock of the Company.

                 5.17     Private Offering.  No form of general solicitation
or general advertising was used by the Company or, to its knowledge, its
representatives in connection with the offer or sale of the Preferred Shares.
Assuming the accuracy of the Purchaser's representations contained in Section
6.5, no registration of the Preferred Shares pursuant to the provisions of
the Securities Act or any state securities or "blue sky" laws will be
required by the offer, sale or issuance of the Preferred Shares pursuant to
this Agreement.  The Company agrees that neither it, nor anyone acting on its
behalf, will offer or sell the Preferred Shares or any other security so as
to require the registration of the Preferred Shares pursuant to the
provisions of the Securities Act or any state securities or "blue sky" laws,
unless such Preferred Shares are so registered.

                 5.18     Broker's, Finder's or Similar Fees.  Except as set
forth herein, there are no brokerage commissions, finder's fees or similar
fees or commissions payable in connection with the transactions contemplated
hereby based on any agreement, arrangement or understanding with the Company
or any of its Subsidiaries, or any action taken by any such entity.

                 5.19     Outstanding Indebtedness.  After giving effect to
the issuance of the Preferred Shares, and the conversion of the Preferred
Stock into Common Stock, neither the Company nor any of its Subsidiaries
would be in default under or with respect to any covenant in the Credit
Agreement (determined after giving effect to the amendment thereto
contemplated in Sections 3.19 and 4.6).

                                                                      -22-



                 5.20     Full Disclosure.  No statement by the Company
contained in (i) this Agreement or (ii) any Commission Documents or any other
documents, certificates, notices or consents (collectively, "Documents")
delivered to the Purchaser in connection with the purchase and sale of the
Preferred Shares at or prior to the Closing contains an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements made, in the light of the circumstances
in which made, not materially false or misleading.

                 5.21     ERISA and Employee Benefit Plans.

                          (a)     There are no material employee benefit
plans, arrangements, policies or commitments of any type (including, but not
limited to, plans described in section 3(3) of ERISA) maintained by the
Company or its Subsidiaries, or with respect to which the Company or its
Subsidiaries has or could have any direct or indirect liability, other than
those described  in Schedule 5.21(a) of the Disclosure Schedules ("Benefit
Plans").

                          (b)     Accurate and complete copies of all plan
text and agreements, the most recent annual report, the most recent annual
and periodic accounting of plan assets, and the most recent actuarial
valuation with respect to each Benefit Plan have been made available upon
request to the Purchaser.

                          (c)     Except as provided in Schedule 5.21(c) of
the Disclosure Schedules, no Benefit Plan is or, in the preceding five
calendar years, has been subject to Title IV of ERISA or section 412 of the
Code.  With respect to each Benefit Plan subject to Section 412 of the Code
or section 302 of ERISA:  (i) such plan uses a funding method permissible
under ERISA and the actuarial assumptions used in connection therewith are
reasonable individually and in the aggregate; (ii) no such Benefit Plan has
incurred an accumulated funding deficiency, whether or not waived; (iii) the
fair market value of the assets of such Benefit Plan will exceed or equal the
"projected benefit obligation" (as defined in Statement of Financial
Accounting Standard No. 87) and the "amount of unfunded benefit liabilities,"
as defined in section 4001(a)(18) of ERISA is zero; (iv) no such Benefit Plan
has been terminated, no filing of a notice of intent to terminate such a
Benefit Plan has been made, and the Pension Benefit Guaranty Corporation has
not initiated any proceeding to terminate any such Benefit Plan; and (v) no
event has occurred and to the Company's Knowledge, there exists no condition
or set of circumstances which presents a material risk that any such Benefit
Plan has or is likely to experience a "partial termination" within the
meaning of section 411(d)(3) of the Code.   No Benefit Plan is a "multiple
employer plan" within the meaning of the Code or ERISA.



                                                                      -23-



                          (d)     With respect to each Benefit Plan, except
as set forth in Schedule 5.21 of the Disclosure Schedules and to the extent
that the failure to comply would not affect the condition of the Company in
any material respect:  (i) if it is intended to qualify under section 401(a)
or 403(a) of the Code, such plan has received a favorable determination
letter as to its qualification; (ii) such Benefit Plan has been maintained
and administered at all times in compliance with its terms and applicable
laws and regulations; and (iii) no event has occurred and there exists no
circumstances under which the Company or its Subsidiaries could incur
liability under ERISA, the Code or otherwise (other than routine claims for
benefits) with respect to such plan.

                          (e)     Except as provided in Schedule 5.21(e) of
the Disclosure Schedules, with respect to each Benefit Plan that is a
"welfare plan" (as defined in ERISA section 3(1)):  no such plan provides
medical benefits with respect to current or former employees of the Company
or its Subsidiaries beyond their termination of employment (other than as
required under Code section 4980B).

                          (f)     Except as set forth in Schedule 5.21(f) of
the Disclosure Schedules, the consummation of the transactions contemplated
by this Agreement will not give rise to any liability or increase any
existing liability under any Benefit Plan.

                 5.22     Regulatory Compliance.  The Company and its
Subsidiaries, in their ownership, management and operation of their business,
as now conducted, do not require any authorization, filing, submission or
exemption from the Surface Transportation Board, the Federal Railroad
Administration or any similar Government Authority body in any country in
which the Company or its Subsidiaries operate, other than those that have
already been obtained and are in effect and except for instances of
noncompliance that would not affect the Condition of the Company in any
material respect.

                 5.23     Registration Rights Agreement.  Schedule 5.23 of the
Disclosure Schedules sets forth all agreements to which the Company or any
Subsidiary is a party or by which it is bound relating to the registration of
its securities or, in the case of a Subsidiary, the securities of the
Subsidiary.  None of the agreements listed in Schedule 5.23 of the Disclosure
Schedules grants any registration rights to any Person which conflict with
the rights to be granted to the Purchaser in the Registration Rights
Agreement; provided, however, that under Section 2(b) of the Registration
Rights Agreement, dated September 30, 1999, by and between the Company and
Unirail, LLC, in the case of a demand registration pursuant to Section 2.1 of
the Registration Rights Agreement in which cutbacks are required, the Company
would have priority over the Initiating Holders (as defined in the
Registration Rights Agreement); provided, further, that in any such event,

                                                                      -24-



the Company hereby irrevocably waives such right and shall only be entitled
to include its securities in any such registration in accordance with Section
2(e) of the Registration Rights Agreement.

                 5.24     Stockholders Agreement.  Schedule 5.24 of the
Disclosure Schedules sets forth all agreements to which the Company or any
Subsidiary is a party or by which it is bound relating to shareholder actions
or voting.  None of the agreements listed in Schedule 5.24 of the Disclosure
Schedules grants any shareholder rights which conflict with the rights to be
granted to the Purchaser in the  Stockholders Agreement.

                 5.25     Trade Relations.  To the best knowledge of the
Company, there exists no actual or threatened termination, cancellation or
limitation of, or any adverse modification or change in, the business
relationship or business of the Company and its Subsidiaries taken as a whole
or their business with any customer or any group of customers whose use of
their services are individually or in the aggregate material to the business
of the Company and its Subsidiaries taken as a whole, or with any material
supplier.

                 5.26     Material Contracts.  Schedule 5.26 of the Disclosure
Schedules lists (i) all of the Company's "material contracts" (as defined in
Item 601 of Regulation S-K of the Commission) and (ii) all agreements
restricting the payments of dividends on the Preferred Stock.  All of the
contracts, agreements and commitments of the Company and its Subsidiaries
listed in Schedule 5.26 of the Disclosure Schedules are (assuming due
execution of the counterparties thereto) in full force and effect and binding
upon the parties thereto in accordance with their terms (subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in equity or at
law) and an implied covenant of good faith and fair dealing).  Neither the
Company nor any of its Subsidiaries, nor to the knowledge of the Company or
any of its Subsidiaries, or other party to such contracts, agreements and
commitments is in default thereunder, nor does any condition exist that with
notice or lapse of time, or both would constitute a default in any material
respect thereunder.  Neither the Company nor any of its Subsidiaries has any
knowledge of any proposed, pending, or likely cancellation or termination of
any such contract, agreement or commitment.

                 5.27     Projections.  Prior to the date hereof, the Company
delivered to the Purchaser its latest budgets for the six months ended
December 31, 2000 and fiscal year 2001 (prepared excluding the investments in
Bolivia and Westrail but including the transactions contemplated by this
Agreement) , a copy of which is included in Schedule 5.27 of the Disclosure
Schedules (the "Projections").  The assumptions used in preparation of the
Projections were reasonable when made and continue to be reasonable as of the

                                                                      -25-



Closing Date.  The Projections have been prepared in good faith and the
Projections give effect to the transactions contemplated by this Agreement.
The Purchaser acknowledges that the Projections contain assumptions about
future events and that actual results during the period or periods covered
may differ from the data and results contained in such Projections.

                 5.28     No Undisclosed Financial Liabilities.  Except as set
forth in Schedule 5.28 of the Disclosure Schedules, the Company and its
Subsidiaries, after giving effect to the transactions contemplated hereby, do
not have any material direct or indirect indebtedness, liability (including,
without limitation, product liability or warranty claim), obligation, fixed
or unfixed, contingent or otherwise, (collectively "Financial Liabilities"),
other than (i) Financial Liabilities fully and adequately reflected on the
1999 Audited Financials or the Interim Financials, (ii) those incurred since
December 31, 1999 or in the ordinary course of business or pursuant to the
Credit Agreement and (iii) Financial Liabilities incurred pursuant to this
Agreement.

                 5.29     Labor Matters.  Except as set forth in Schedule 5.29
of the Disclosure Schedules, as of the date hereof, (i) there are no
controversies pending or, to the Company's knowledge, threatened, between the
Company or any of its Subsidiaries and any of their respective employees,
which controversies have had, or would reasonably be expected to have, a
material adverse effect on the Company; (ii) neither the Company nor any of
its Subsidiaries is a party to any collective bargaining agreement or other
labor union contract applicable to persons employed by the Company or its
Subsidiaries, or does the Company or any of its Subsidiaries know of any
activities or proceedings of any labor union to organize any such employees;
and (iii) to the knowledge of the Company, there are no strikes, slowdowns,
work stoppages, lockouts, or threats thereof, by or with respect to any
employees of the Company or any of its Subsidiaries which would reasonably be
expected to have a material adverse effect on the condition of the Company.

                 5.30     Absence of Certain Payments.  None of the Company,
any of its Subsidiaries or any of their respective Affiliates, officers,
directors, employees or agents or other people acting on behalf of any of
them have (i) engaged in any activity prohibited by the United States Foreign
Corrupt Practices Act of 1977 or any other similar law, regulation, decree,
directive or order of any other country and (ii) without limiting the
generality of the preceding clause (i) used any corporate or other funds for
unlawful contributions, payments, gifts or entertainment, or made any
unlawful expenditures relating to political activity to government officials
or others.  None of the Company, any of its Subsidiaries or any of their
respective Affiliates, directors, officers, employees or agents of other
persons acting on behalf of any of them, has accepted or received any
unlawful contributions, payments, gifts or expenditures.


                                                                      -26-



                                   ARTICLE 6
                        REPRESENTATIONS AND WARRANTIES
                        AND COVENANTS OF THE PURCHASER

                 The Purchaser represents and warrants to, and covenants and
agrees with, the Company as follows:

                 6.1      Existence and Power.  The Purchaser:

                          (a)     is duly organized and validly existing
under the laws of the jurisdiction of its organization;

                          (b)     has all requisite power and authority to
execute and deliver this Agreement, to consummate the transactions
contemplated hereby and to perform its obligations hereunder; and

                          (c)     has the power and authority to own and
operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently, or is currently proposed to
be, engaged.

                 6.2      Authorization; No Contravention.  The execution,
delivery and performance by the Purchaser of this Agreement:

                          (a)     is within the Purchaser's power and
authority and has been duly authorized by all necessary action;

                          (b)     will not violate, conflict with or result
in any breach or contravention of or the creation of any Lien under, any
Contractual Obligation of the Purchaser in any material respect, or any order
or decree directly relating to the Purchaser;

                          (c)     as of the date hereof, will not subject the
Purchaser to any material penalty or other onerous condition under or
pursuant to any applicable law or governmental regulation; and

                          (d)     as of the date hereof, is permitted by the
laws and regulations of the jurisdiction to which it is subject.

                 6.3      Binding Effect.  This Agreement and, when executed
by the Company and the other parties thereto on the Closing Date, the
Registration Rights Agreement and the Stockholders Agreement have been duly
executed and delivered by the Purchaser, constitute the legal, valid and
binding obligation of the Purchaser enforceable against it in accordance with
its terms, except as enforceability may be limited by an implied covenant of
good faith and fair dealing, by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally or by equitable

                                                                      -27-



principles relating to enforceability or as the enforcement may be limited by
considerations of public policy.

                 6.4      No Legal Bar.  The execution, delivery and
performance of this Agreement will not violate any Requirement of Law in any
material respect.

                 6.5      Purchase for Own Account.  The Preferred Shares
(including, for purposes of this Section 6.5, the Class A Common Stock
issuable upon conversion of the Preferred Shares) to be acquired by the
Purchaser pursuant to this Agreement are being acquired for its own account
and with no intention of distributing or reselling such securities or any
part thereof in any transaction that would be in violation of the securities
laws of the United States of America, or any state, without prejudice,
however, to the rights of such Purchaser at all times to sell or otherwise
dispose of all or any part of the Preferred Shares under an effective
registration statement under the Securities Act, or under an exemption from
such registration available under the Securities Act, and subject,
nevertheless, to the disposition of the Purchaser's property being at all
times within its control.  If the Purchaser should in the future decide to
dispose of any of the Preferred Shares, the Purchaser understands and agrees
that it may do so only in compliance with the Securities Act and applicable
state securities laws, as then in effect, and that stop-transfer instructions
to that effect, where applicable, will be in effect with respect to the
Preferred Shares.  If the Purchaser should decide to dispose of the Preferred
Shares, other than pursuant to the provisions of the Registration Rights
Agreement, the Purchaser, if requested by the Company, will have the
obligation in connection with such disposition, at the Purchaser's expense,
of delivering an opinion of counsel of recognized standing in securities law,
in connection with such disposition to the effect that the proposed
disposition of the Preferred Shares would not be in violation of the
Securities Act or any applicable state securities laws and, assuming such
opinion is required and is otherwise appropriate in form and substance under
the circumstances, the Company will accept, and will recommend to any
applicable transfer agent or trustee for any of the Preferred Shares that it
accept, such opinion.  The Purchaser agrees to the imprinting, so long as
required by law, of a legend on certificates representing all of the
Preferred Shares and the shares of Class A Common Stock issued on conversion
thereof to the following effect:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH
LAWS."


                                                                      -28-



                 6.6      Investment Representation.  The Purchaser is an
"accredited investor" within the meaning of Regulation D, Rule 501(a),
promulgated by the Commission.

                 6.7      Litigation.  There is no order or claim, action,
suit, audit, assessment, arbitration or inquiry, or any proceeding or
investigation by or before any governmental authority, pending, or to the
Purchaser's knowledge, currently threatened against the Purchaser which, if
adversely determined, would, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the ability of the Purchaser to
perform its obligations under this Agreement and to consummate the
transactions contemplated hereby.

                 6.8      Broker's, Finder's or Similar Fees.  There are no
brokerage commissions, finder's fees or similar fees or commissions payable
in connection with the transactions contemplated hereby based on any
agreement, arrangement or understanding with the Purchaser or any action
taken by the Purchaser.

                                   ARTICLE 7
                                INDEMNIFICATION

                 7.1      Indemnification by the Company.  In addition to all
other sums due hereunder or provided for in this Agreement, the Company
agrees to indemnify and hold harmless the Purchaser and its Affiliates
(including, without limitation, Brown Brothers Harriman& Co.) and their
respective officers, directors, agents, employees, subsidiaries, partners and
controlling persons (each, an "indemnified party") to the fullest extent
permitted by law from and against any and all losses, claims, damages,
reasonable expenses (including reasonable fees, disbursements and other
charges of counsel) or other liabilities ("Liabilities") resulting from any
breach of any covenant or agreement of the Company contained in this
Agreement or any legal, administrative or other actions (including actions
brought by the Company or any equity holders of the Company or derivative
actions brought by any Person claiming through the Company or in the
Company's name), proceedings or investigations (whether formal or informal),
or written threats thereof, based upon, relating to or arising out of this
Agreement, the Preferred Shares, the Registration Rights Agreement, the
Stockholders Agreement, the transactions contemplated hereby or thereby, or
any indemnified person's role therein or in the transactions contemplated
hereby or thereby; provided, however, that the Company shall not be liable
under this Section 7.1: (a) for any amount paid in settlement of claims
without the Company's consent (which consent shall not be unreasonably
withheld unless the Company shall have agreed in writing in a form
satisfactory to the Purchaser to pay any amount (and not challenge an
indemnified party's right to indemnification under this Article 7) required
to be paid to settle a claim, in which case the Company may grant or withhold

                                                                      -29-



its consent in its sole discretion) or (b) to the extent that it is finally
judicially determined that such Liabilities resulted primarily from the
willful misconduct, bad faith or gross negligence of such indemnified party;
provided, further, that if and to the extent that such indemnification is
unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of such indemnified liability which shall be
permissible under applicable laws.  In connection with the obligation of the
Company to indemnify for expenses as set forth above, the Company further
agrees to reimburse each indemnified party for all such expenses (including
reasonable fees, disbursements and other charges of counsel) incurred by such
indemnified party on a monthly basis (subject to receipt of customary
invoices and other appropriate documentation); provided, however, that if an
indemnified party is reimbursed hereunder for any expenses, such
reimbursement of expenses shall be refunded to the extent it is finally
judicially determined that the Liabilities in question resulted primarily
from the willful misconduct, bad faith or gross negligence of such
indemnified party.

                 7.2      Indemnification by the Purchaser.  In addition to
all other sums due hereunder or provided for in this Agreement, the Purchaser
agrees to indemnify and hold harmless the Company and its officers,
directors, agents, employees, subsidiaries, partners and controlling persons
(each, a "Company Indemnified Party") to the fullest extent permitted by law
from and against any and all Liabilities resulting from any breach of any
covenant or agreement of the Purchaser contained in this Agreement; provided,
however, that the Purchaser shall not be liable under this Section 7.2: (a)
for any amount paid in settlement of claims without the Purchaser's consent
(which consent shall not be unreasonably withheld) or (b) to the extent that
it is finally judicially determined that such Liabilities resulted primarily
from the willful misconduct, bad faith or gross negligence of such Company
Indemnified Party; provided, further, that if and to the extent that such
indemnification is unenforceable for any reason, the Purchaser shall make the
maximum contribution to the payment and satisfaction of such indemnified
liability which shall be permissible under applicable laws.  In connection
with the obligation of the Purchaser to indemnify for expenses as set forth
above, the Purchaser further agrees to reimburse each Company Indemnified
Party for all such expenses (including reasonable fees, disbursements and
other charges of counsel) incurred by such Company Indemnified Party on a
monthly basis (subject to receipt of customary invoices and other appropriate
documentation); provided, however, that if a Company Indemnified Party is
reimbursed hereunder for any expenses, such reimbursement of expenses shall
be refunded to the extent it is finally judicially determined that the
Liabilities in question resulted primarily from the willful misconduct, bad
faith or gross negligence of such Company Indemnified Party.  Notwithstanding
anything to the contrary in this Agreement, any claim for indemnification
under this Section 7.2 shall be limited solely to the assets of the Purchaser
and shall not be made against or in any way be construed to include the

                                                                      -30-



assets of Brown Brothers Harriman & Co.  In addition, the indemnification
provided by the Purchaser in this Section 7.2 shall be limited as follows:
the Purchaser shall not be obligated to pay any amount for indemnification in
excess of the Purchase Price paid by the Purchaser.

                 7.3      Notification.  Each indemnified party under this
Article 7 will, promptly after the receipt of notice of the commencement of
any action or other proceeding against such indemnified party in respect of
which indemnity may be sought from the Company or the Purchaser, as the case
may be, under this Article 7, notify the Company or the Purchaser, as the
case may be, in writing of the commencement thereof.  The omission of any
indemnified party so to notify the Company or the Purchaser, as the case may
be, of any such action shall not relieve the Company or the Purchaser, as the
case may be, from any liability which it may have to such indemnified party
(i) other than pursuant to this Article 7 or (ii) under this Article 7,
except to the extent the Company or the Purchaser, as the case may be, is
prejudiced by such omission.  In case any such action or other proceeding
shall be brought against any indemnified party and it shall notify the
Company or the Purchaser, as the case may be, of the commencement thereof,
the Company or the Purchaser, as the case may be, shall be entitled to
participate therein and, to the extent that it may wish, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that any indemnified party may, at its own expense,
retain separate counsel to participate in such defense.  Notwithstanding the
foregoing, in any action or proceeding in which both the Company or the
Purchaser, as the case may be, and an indemnified party is, or is reasonably
likely to become, a party, such indemnified party shall have the right to
employ separate counsel at the Company's or the Purchaser's, as the case may
be, expense and to control its own defense of such action or proceeding if,
in the reasonable opinion of counsel to such indemnified party, (a) there are
or may be legal defenses available to such indemnified party or to other
indemnified parties that are different from or additional to those available
to the Company or the Purchaser, as the case may be, or (b) any conflict or
potential conflict exists between the Company or the Purchaser, as the case
may be, and such indemnified party that would make such separate
representation advisable; provided, however, that in no event shall the
Company or the Purchaser, as the case may be, be required to pay fees and
expenses under this Section 7 for more than one firm of attorneys in any
jurisdiction in any one legal action or group of related legal actions.  The
Company or the Purchaser, as the case may be, agrees that the Company or the
Purchaser, as the case may be, will not, without the prior written consent of
the Purchaser or the Company, as the case may be (such consent not to be
unreasonably conditioned or withheld), settle, compromise or consent to the
entry of any judgment in any pending or threatened claim, action or
proceeding relating to the matters contemplated hereby (if any indemnified
party is a party thereto or has been actually threatened to be made a party
thereto) unless such settlement, compromise or consent includes an

                                                                      -31-



unconditional release of the Purchaser or the Company, as the case may be,
and each other indemnified party from all liability arising or that may arise
out of such claim, action or proceeding.  The rights accorded to indemnified
parties hereunder shall be in addition to any rights that any indemnified
party may have at common law, by separate agreement or otherwise.

                 7.4      Registration Rights Agreement.  Notwithstanding
anything to the contrary in this Article 7, the indemnification and
contribution provisions of the Registration Rights Agreement shall govern any
claim made with respect to registration statements filed pursuant thereto or
sales made thereunder.

                                   ARTICLE 8
                             AFFIRMATIVE COVENANTS

                 The Company hereby covenants and agrees (a) with the
Purchaser, with respect to all of this Article 8, and (b) with any other
Holder, with respect to Sections 8.1 (except with respect to Section 8.1(c)),
8.3 (provided such Holder has agreed to be bound by the provisions contained
in Section 8.2), 8.4, 8.5, 8.7 and 8.8:

                 8.1      Financial Statements.  The Company shall deliver to
the Purchaser and make publicly available to any other Holder (except with
respect to Section 8.1(c)) any other Holder:

                          (a)     not later than ninety (90) days after the
end of each fiscal year of the Company, a copy of the audited consolidated
balance sheet of the Company and its Subsidiaries as of the end of such year
and the related consolidated statements of income, stockholders' equity and
cash flows for such fiscal year, setting forth in each case in comparative
form the figures for the previous year, all in reasonable detail and
accompanied by a management discussion and analysis of the operations of the
Company and its Subsidiaries for such fiscal year and by the opinion of
Arthur Andersen LLP (or any successor thereto) or another nationally
recognized independent public accounting firm which report shall state that
such consolidated financial statements present fairly, in all material
respects, the financial position for the periods indicated in conformity with
GAAP applied on a basis consistent with prior years (except for changes with
respect to which such accounting firm concurs); provided, however, that the
delivery of a copy of the Company's Annual Report on Form 10-K shall satisfy
the requirements of this Section 8.1(a);

                          (b)     commencing with the fiscal period ending on
September 30, 2000, not later than forty-five (45) days after the end of each
of the first three fiscal quarters of each year, the unaudited consolidated
balance sheet of the Company and its Subsidiaries, and the related
consolidated statements of income and cash flow for such quarter and for the

                                                                      -32-



period commencing on the first day of the fiscal year and ending on the last
day of such quarter, all certified by an appropriate officer of the Company;
provided, however, that the delivery of a copy of the Company's Quarterly
Report on Form 10-Q shall satisfy the requirements of this Section 8.1(b);

                          (c)     so long as the Purchaser holds at least 20%
of the shares of Class A Common Stock issued or issuable upon conversion of
the Preferred Stock (whether or not the Preferred Shares have been
converted), annual budgets and such other financial and operating data of the
Company and its Subsidiaries, as the Purchaser reasonably may request, to the
extent that such information is formally prepared for the Company's Chairman,
President, Board of Directors, other investor groups and/or banks or other
lenders;

                          (d)     at any time when it is not subject to
Section 13 or 15(d) of the Exchange Act, upon request, to the Purchaser and
prospective purchasers of the Preferred Shares, information of the type that
would satisfy the requirement of subsection (d)(4)(i) of Rule 144A (or any
similar successor provision) under the Securities Act; and

                          (e)      except as otherwise provided in Sections
8.1(a) and (b), promptly after the same are filed, copies of all Commission
Documents.

                 8.2      Confidentiality.   The Purchaser will utilize
reasonable good faith efforts to maintain as confidential any information
obtained from the Company (to the extent the Purchaser reasonably believes
such information is material and non-public or to the extent the Purchaser is
advised by the Company that such information is confidential) (other than
information which (i) at the time of disclosure or thereafter is generally
available to and known by the public (other than as a result of a disclosure
directly or indirectly by the Purchaser or any of its representatives); (ii)
is available to the Purchaser on a non-confidential basis from a source other
than the Company or its Subsidiaries; provided, that such source was not
known by the Purchaser to be bound by a confidentiality agreement with the
Company or any of its Subsidiaries; or (iii) has been independently developed
by the Purchaser), and shall not disclose any information obtained from the
Company pursuant to Section 8.1 and required to be maintained as confidential
pursuant hereto, except (a) to Brown Brothers Harriman & Co. and its
advisors, representatives, agents, partners and employees; (b) to its
advisors, representatives, agents, partners (and their representatives and
advisors) and employees (collectively, the "Purchaser's Representatives");
(c) as may be required by law (including a court order, subpoena or other
administrative order or process) or applicable regulations to which the
Purchaser is or becomes subject to; (d) in connection with any litigation
arising out of or related to this Agreement; provided, that in any such event
the Purchaser shall provide the Company with prompt notice of such

                                                                      -33-



requirement so that the Company may seek a protective order or other
appropriate remedy and provided, further, that if such protective order or
other remedy is not obtained, the Purchaser and the Purchaser's
Representative shall disclose only that portion of such information which the
Purchaser is advised by counsel is legally required to be disclosed and shall
take all reasonable steps to preserve the confidentiality of such information
(including by obtaining, at the Company's expense, an appropriate protective
order or other reliable assurance that confidential treatment will be
accorded such information); (e) to the executive officers of the Company or
any of its Subsidiaries; or (f) with the consent of the Company.
Notwithstanding anything to the contrary in this Article 8, the Purchaser
shall advise the parties set forth in clauses (a) and (b) of the proviso of
the immediately preceding sentence of the terms of this Section 8.2 and, in
any event, shall be responsible for any breach of this Section 8.2 by such
persons.

                 8.3      Notices.  Promptly following actual knowledge of the
Chief Executive Officer, the President or the Chief Financial Officer of the
Company of the events described below, the Company shall give written notice
within 10 days to the Purchaser of:

                          (a)     the occurrence of any material default
under, or material breach of, any provision of Article 8 or 9 accompanied by
a certificate specifying the nature of such default or breach, the period of
existence thereof and the action that the Company has taken or proposes to
take with respect thereto; and

                          (b)     any (i) material default or event of
default under any material Contractual Obligation of the Company or any of
its Subsidiaries, or (ii) material dispute, litigation, investigation,
proceeding or suspension which may exist at any time between the Company or
any of its Subsidiaries and any Governmental Authority;

each accompanied by a statement setting forth details of the occurrence
referred to therein and stating what action the Company proposes to take with
respect thereto.  Notice to the Purchaser shall be deemed satisfied if the
Purchaser's representative on the Company's board of directors has actual
knowledge of an event described in this section because of specific
disclosure of such an event at a meeting of the Company's board of directors
at which such representative is present.

                 8.4      Issue Taxes.  The Company shall pay, or cause to be
paid, all documentary and similar taxes levied under the laws of any
applicable jurisdiction in connection with the issuance of the Preferred
Shares and the execution and delivery of the other agreements and documents
contemplated hereby and any modification of the Preferred Shares or such
other agreements and documents and will hold the Purchaser harmless, without

                                                                      -34-



limitation as to time, against any and all Liabilities with respect to all
such taxes.

                 8.5      Reservation of Shares.

                          (a)     The Company shall reserve and keep
available out of its authorized preferred stock, solely for the purpose of
sale to the Purchaser of the Additional Shares, 15,000 Preferred Shares until
the expiration of the Purchaser Option.  The Additional Shares shall be duly
and validly issued and, upon payment of the applicable Additional Purchase
Price, be fully paid and non-assessable.

                          (b)     The Company shall at all times reserve and
keep available out of its authorized Class A Common Stock, solely for the
purpose of issue or delivery upon conversion of the Preferred Shares as
provided in the Certificate of Designation, such number of shares of Class A
Common Stock as shall then be issuable or deliverable upon the conversion of
all outstanding Preferred Shares.  Such shares of Class A Common Stock shall,
when issued or delivered in accordance with the Certificate of Designation,
be duly and validly issued and fully paid and non-assessable.  The Company
shall issue the Class A Common Stock into which the Preferred Shares are
convertible upon the proper surrender of the Preferred Shares in accordance
with the provisions of the Certificate of Designation and shall otherwise
comply with the terms thereof.

                 8.6      Inspection.  So long as the Purchaser owns at least
20% of the shares of Class A Common Stock issued or issuable upon conversion
of the Preferred Shares (whether or not the Preferred Shares have been
converted), the Company will permit, and will cause each of its Subsidiaries
to permit, representatives of the Purchaser to visit and inspect any of its
properties and to discuss its affairs, finances and accounts with a senior
executive of the Company, all at such reasonable times during normal business
hours and as often as may be reasonably requested, upon reasonable advance
notice to the Company.

                 8.7      Registration and Listing.  If any shares of Class A
Common Stock required to be reserved for purposes of conversion of the
Preferred Shares as provided in the Certificate of Designation require
registration with or approval of any Governmental Authority under any Federal
or state or other applicable law before such Class A Common Stock may be
issued or delivered upon conversion, the Company will endeavor in good faith
and use its best efforts to, as expeditiously as possible, to cause such
Class A Common Stock to be duly registered or approved, as the case may be,
unless such registration or approval is required solely because of a breach
of the Purchaser's representation contained in Section 6.5.  So long as the
Class A Common Stock is quoted on the NASDAQ or listed on any national
securities exchange, the Company, if permitted by the rules of such system or

                                                                      -35-



exchange, will quote or list and keep quoted or listed on such system or
exchange, upon official notice of issuance, all Class A Common Stock issuable
or deliverable upon conversion of the Preferred Shares.  In addition, at the
request of the Purchaser, the Company will endeavor in good faith and as
expeditiously as possible obtain private placement numbers for the Preferred
Shares and the Common Stock issued upon conversion of the Preferred Shares,
assigned by the CUSIP Service Bureau of Standard & Poor's ratings group and
make such securities PORTAL and DTC eligible.

                 8.8      HSR Act Filing.  The Company and the Purchaser shall
cooperate with one another to (including furnishing such necessary
information and reasonable assistance as the other party may request) prepare
and file  notification and report forms in compliance with the HSR Act when
necessary, and to otherwise ensure full compliance with the requirements of
the HSR Act.  The Company and the Purchaser shall each bear 50% of the
aggregate expenses of the parties (including filing fees and reasonable
attorneys' fees, charges and expenses) in connection with any such
preparation and filing.

                 8.9      Use of Proceeds.  The Company shall use the proceeds
from the sale of the Preferred Shares for general corporate purposes and
acquisitions, including the investment in Bolivia.

                                   ARTICLE 9
                              NEGATIVE COVENANTS

                 The Company hereby covenants and agrees that:

                 9.1      Consolidations and Mergers.  The Company shall not
merge, consolidate with or into, or convey, transfer, lease or otherwise
dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whenever acquired), except the Company may
consolidate or merge with or into, or sell all or substantially all of its
assets to, any Person if:

                          (a)     The corporation or partnership formed by
such consolidation or surviving such merger or the Person which acquires all
or substantially all of the assets of the Company shall be (after giving
effect to such transaction) a Solvent corporation or partnership organized or
formed, as the case may be, and existing under, the laws of the United
States, any state thereof, or the District of Columbia and shall expressly
assume in writing all of the obligations of the Company under this Agreement,
the Preferred Shares, the Stockholders Agreement and the Registration Rights
Agreement;




                                                                      -36-



                          (b)     immediately after giving effect to such
transaction, no default under, or breach of, provisions of Article 8 and 9
exists; and

                          (c)     the Company shall have furnished to the
Holders (i) an opinion of counsel satisfactory to a majority in interest of
the Holders addressing the matters (other than Solvency) set forth in clause
(a) above and (ii) the certificate of the Chief Financial Officer of the
Company to the effect that such transaction has been consummated in
compliance with the foregoing requirements; provided that nothing in this
Section 9.1 shall affect the rights of any Holder under this Agreement, the
Preferred Shares, the Stockholders Agreement or the Registration Rights
Agreement.

                 9.2      Transactions with Affiliates.  The  Company shall
not, and shall not permit any of its Subsidiaries to, enter into any
transaction with any Affiliate of the Company or of any such Subsidiary,
except on terms no less favorable to the Company or such Subsidiary than
those the Company or such Subsidiary would obtain in a comparable
arm's-length transaction with a Person not an Affiliate of the Company or
such subsidiary; provided that any transaction approved by a majority of the
independent directors of the Company shall be conclusively deemed to be on
such terms.

                 9.3      No Inconsistent Agreements.  Neither the Company nor
any of its Subsidiaries shall enter into any loan or other agreement, or
enter into any amendment or other modification to any currently existing
agreement, which newly executed loan or other agreement or amendment or
modification to a currently existing agreement by its terms restricts or
prohibits the ability of the Company to pay the dividends on the Preferred
Stock contemplated in the Certificate of Designation or to issue Class A
Common Stock upon conversion of the Preferred Stock in accordance with the
Certificate of Designation and this Agreement; provided, however, that the
foregoing shall not prevent the Company from entering into loan or other
agreements that contain restrictions on the ability of the Company to pay
dividends on the Preferred Stock either (i) during the existence of an event
of default under such agreements or (ii) if such payment would, although not
in itself a breach of any covenant or a default or event of default under any
such agreement, result in the occurrence of a default or event of default
under any such agreement so long as, on the date such agreement is entered
into, (x) the terms of any such agreement would not prohibit such payment on
such date and (y) the Company does not reasonably anticipate based on facts
available as of the date of the execution of any such loan or other
agreement, that any of the terms of any such agreement is likely to be
breached during the term of such agreement as a result of such payment of
dividend.


                                                                      -37-



                 9.4      Issuance of Preferred Stock.  The Company shall not
issue any Preferred Stock except pursuant to this Agreement.

                 Notwithstanding the foregoing provisions of this Article 9,
this Article 9 shall cease to be operative and shall have no further force
and effect if no Preferred Shares shall remain outstanding.

                                  ARTICLE 10
                                 MISCELLANEOUS

                 10.1     Survival of Provisions.  All warranties,
representations and covenants made by the Company in or under this Agreement
shall be considered to have been relied upon by the Purchaser and shall
survive the execution and delivery of this Agreement and the issuance to the
Purchaser of the Preferred Shares, regardless of any investigation made by
the Purchaser or on its behalf.  All warranties, representations and
covenants made by the Purchaser or on its behalf shall survive the execution
and delivery of this Agreement and the issuance to the Purchaser of the
Preferred Shares.  Except as otherwise set forth in Article 8 or 9, all of
the representations and warranties made herein and each of the provisions of
Articles 5, 6, 7 and 10 shall survive the execution and delivery of this
Agreement, any investigation by or on behalf of the Purchaser or any
Affiliate, acceptance of the Preferred Shares and payment therefor, payment
or prepayment of the Preferred Shares upon redemption or otherwise,
conversion of the Preferred Shares or termination of this Agreement.
Notwithstanding anything to the contrary contained in the foregoing, the
representations and warranties set forth in Articles 5 and 6 shall, with
respect to the Initial Closing and any Additional Closing pursuant to Section
2.1(b)(i), expire on the forty-fifth day following the earlier of (x) the
delivery to the Purchaser of audited consolidated financial statements of the
Company for the period commencing on the date of the last audited financial
statements of the Company that are publicly available and ending on the last
day of the month in which such Closing occurred, accompanied by the opinion
of Arthur Andersen LLP (or any successor thereto) or another nationally
recognized independent public account firm (which report shall state that
such consolidated financial statements present fairly, in all material
respects, the financial position for the period indicated in conformity with
GAAP applied on a basis consistent with prior years (except for changes with
respect to which such accounting firm concurs) and (y) the filing with the
SEC by the Company of the Company's Annual Report on Form 10-K (including
audited financial statements that comply with the requirements of Section
8.1(a) of this Agreement) for the year ended December 31) in which such
Initial Closing or Additional Closing pursuant to Section 2.1(b)(i) occurred.
In addition, the representations and warranties set forth in Articles 5 and 6
shall, with respect to any Additional Closing pursuant to Section 2.1(b)(ii),
expire 180 days following such Additional Closing.


                                                                      -38-



                 10.2     Further Actions.  Each of the parties hereto agrees
that, except as otherwise provided in this Agreement and subject to its legal
obligations, it will use its reasonable best efforts to fulfill all
conditions precedent specified herein, and to do all things reasonably
necessary to consummate the transactions contemplated hereby.

                 10.3     Notices.  All notices, demands and other
communications provided for or permitted hereunder shall be made in writing
and shall be by registered or certified first-class mail, return receipt
requested, telecopier, courier service or personal delivery:

                          (a)     if to the Purchaser at the following
address:

                          The 1818 Fund III, L.P.
                            Brown Brothers Harriman & Co.
                          59 Wall Street
                          New York, New York 10005
                          Telecopier No.:  (212) 493-8429
                          Attention:  Mr. T. Michael Long



                          with a copy to:

                          Paul, Weiss, Rifkind, Wharton & Garrison
                          1285 Avenue of the Americas
                          New York, New York 10019-6064
                          Telecopier No.:  (212) 757-3990
                          Attention:  Marilyn Sobel, Esq.

                          (b)     if to the Company at the following address:

                          Genesee & Wyoming Inc.
                          66 Field Point Road
                          Greenwich, Connecticut 06830
                          Telecopier No.: (203) 661-4106
                          Attention:  John C. Hellmann

                          with a copy to:

                          Simpson, Thacher & Bartlett
                          425 Lexington Avenue
                          New York, New York 10017-3909
                          Telecopier No.: (212) 455-2502
                          Attention:  Philip T. Ruegger, III, Esq.


                                                                      -39-



                 All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; when
delivered by courier, if delivered by commercial overnight courier service;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; and when receipt is acknowledged, if telecopied.

                 10.4     Successors and Assigns.  This Agreement shall inure
to the benefit of and be binding upon the successors and permitted assigns of
the parties hereto.  The Purchaser may assign any of its rights under this
Agreement, the Preferred Shares, the Registration Rights Agreement or the
Stockholders Agreement to any of its Affiliates.  Subject to the restrictions
of this Agreement, the Purchaser may assign any of its rights under this
Agreement (other than those set forth in Section 8.1(c), 8.3 (unless the
Holder agrees to be bound by Section 8.2) or 8.6, assignments of which shall
be void and of no force and effect), or the Preferred Shares, or a portion
thereof to any other Holder.  The Company may not assign any of its rights
under this Agreement without the written consent of the Purchaser; provided,
however, that any merger of the Company with or into any Person shall not be
deemed to be an assignment hereunder.  Except as provided in Article 7, no
Person other than the parties hereto is intended to be a beneficiary of this
Agreement, the Preferred Shares, the Registration Rights Agreement or the
Stockholders Agreement.

                 10.5     Amendment and Waiver.  No failure or delay on the
part of the Company or the Purchaser in exercising any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.  The
remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to the Company or the Purchaser at law, in
equity or otherwise.  Any amendment, supplement, modification or termination
of or to any provision of this Agreement, any waiver of any provision of this
Agreement, and any consent to any departure by the Company from the terms of
any provision of this Agreement, shall be effective only in the specific
instance and for the specific purpose for which made or given and shall be
effective only when signed in writing by or on behalf of holders of at least
50% of the outstanding Preferred Shares.  Except where notice is specifically
required by this Agreement, no notice to or demand on the Company in any case
shall entitle the Company to any other or further notice or demand in similar
or other circumstances.

                 10.6     Counterparts.  This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.



                                                                      -40-



                 10.7     Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                 10.8     Determinations.  Except where any provision
expressly requires that a determination be reasonable or a consent not be
unreasonably withheld, or be subject to qualifications to similar effect, all
determinations to be made by the Company, the Purchaser or any Holder
hereunder in its opinion or judgment or with its approval or otherwise shall
be made by it in its sole discretion.

                 10.9     Governing Law.  This Agreement has been negotiated,
executed and delivered in the State of New York and shall be governed by and
construed in accordance with the laws of the State of New York.

                 10.10    Jurisdiction.  Each party to this Agreement hereby
irrevocably agrees that any legal action or proceeding arising out of or
relating to this Agreement or any agreements or transactions contemplated
hereby may be brought in the courts of the State of New York located in New
York City or of the United States of America for the Southern District of New
York and hereby expressly submits to the personal jurisdiction and venue of
such courts for the purposes thereof and expressly waives any claim of
improper venue and any claim that such courts are an inconvenient forum.
Each party hereby irrevocably consents to the service of process of any of
the aforementioned courts in any such suit, action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid,
to the address set forth in Section 10.3, such service to become effective 10
days after such mailing.

                 10.11    Severability.  In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions hereof shall not be in
any way impaired, unless the provisions held invalid, illegal or
unenforceable shall substantially impair the benefits of the remaining
provisions hereof.

                 10.12    Rules of Construction.  Unless the context otherwise
requires, "or" is not exclusive, and references to sections or subsections
refer to sections or subsections of this Agreement.

                 10.13    Remedies.  If a breach of this Agreement or the
Certificate of Designation by the Company occurs and is continuing, any
Holder may pursue any available remedy by proceeding at law or in equity to
enforce the performance (including, without limitation, the specific
performance) of any provision of this Agreement or the Certificate of

                                                                      -41-



Designation.  A Holder may maintain a proceeding even if it does not possess
any of the Preferred Shares or does not produce any of them in the
proceeding.  Except as otherwise provided by law, a delay or omission by any
Holder in exercising any right or remedy accruing upon any such breach shall
not impair the right or remedy or constitute a waiver of or acquiescence in
any such breach.  No remedy is exclusive of any other remedy.  All available
remedies are cumulative.

                 10.14    Entire Agreement.  This Agreement, together with the
exhibits and schedules hereto, the Certificate of Designation, the
Registration Rights Agreement and the Stockholders Agreement, is intended by
the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein.
There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein or therein.  This Agreement, together
with the exhibits and schedules hereto, the Certificate of Designation, the
Registration Rights Agreement and the Stockholders Agreement supersede all
prior agreements and understandings between the parties with respect to such
subject matter.

                 10.15    Attorneys' Fees.  In any action or proceeding
brought to enforce any provision of this Agreement, the Certificate of
Designation, the Registration Rights Agreement or the Stockholders Agreement
or any other document or instrument contemplated hereby or thereby, or where
any provision hereof or thereof is validly asserted as a defense, the
successful party shall be entitled to recover reasonable attorneys' fees,
charges and disbursements in addition to any other available remedy.

                 10.16    Publicity.  Except as may be required by applicable
law, neither party hereto shall issue a publicity release or announcement or
otherwise make any public disclosure concerning this Agreement or the
transactions contemplated hereby, without prior approval by the other party
hereto.  If any announcement is required by law to be made by either party
hereto, prior to making such announcement such party will deliver a draft of
such announcement to the other party and shall give the other party an
opportunity to comment thereon.

                 10.17    Expenses.  The company acknowledges and agrees that
if the transactions contemplated hereby are consummated at the Initial
Closing, the Company shall reimburse the Purchaser for all (i) reasonable
out-of-pocket expenses and all consulting and legal fees and expenses and
other charges of the Purchaser in connection with the negotiation, execution
and delivery of this Agreement, the Preferred Shares, the Registration Rights
Agreement and the Stockholders Agreement; provided, however, that the
Company's total liability for such expenses shall not exceed $60,000 in the
aggregate and (ii) reasonable out-of pocket expenses for attendance at

                                                                      -42-



meetings of the Board of Directors of the Company by the Purchaser's director
to the same extent and upon the same terms as the Company reimburses its
other directors; provided, however, that if a representative of the Purchaser
attends such meetings in lieu of the Purchaser's director, the Company shall
reimburse the Purchaser for reasonable out-of-pocket expenses for such
representative's attendance at meetings of the Board of Directors of the
Company to the same extent as would have been provided for the Purchaser's
director.

                 10.18    Termination.

                          (a)     This Agreement may be terminated prior to
the Initial Closing Date as follows:

                          (i)     at the election of the Company if any one
or more of the conditions to its obligation to close has not been fulfilled
as of the Initial Closing Date;

                          (ii)    at the election of the Purchaser if any one
or more of the conditions to its obligation to close has not been fulfilled
as of the Initial Closing Date;

                          (iii)   at the election of the Company if the
Purchaser has breached a covenant or agreement in any material respect
contained in this Agreement, which breach cannot be or is not cured by the
Initial Closing Date;

                          (iv)    at the election of the Purchaser if the
Company has breached a covenant or agreement in any material respect
contained in this Agreement, which breach cannot be or is not cured by the
Initial Closing Date; or

                          (v)     at any time on or prior to the Initial
Closing Date, by mutual written consent of the Company and the Purchaser.

                 If this Agreement so terminates, it shall become null and
void and have no further force or effect, except as provided in Section
10.18(b).

                          (b)     If this Agreement is terminated in
accordance with Section 10.18(a) and the transactions contemplated by this
Agreement are not consummated, this Agreement shall become null and void and
of no further force and effect, except for the provisions of Article 7;
provided, however, that none of the parties shall have any liability in
respect of a termination of this Agreement except to the extent that failure
to satisfy the conditions of Article 3 or Article 4, as the case may be,
results from the intentional or willful violation by such party of its

                                                                      -43-



obligations contained in this Agreement or any documents delivered pursuant
to this Agreement.

                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their respective representatives
hereunto duly authorized as of the date first above written.

                          GENESEE & WYOMING INC.


                          By: /s/ Mortimer B. Fuller, III
                              -------------------------------------
                              Name:  Mortimer B. Fuller, III
                              Title: Chairman and C.E.O.

                          THE 1818 FUND III, L.P.

                          By:     Brown Brothers Harriman & Co.,
                                     Its General Partner


                          By: /s/ Walter Grist
                              -------------------------------------
                                  Name:  Walter Grist
                                  Title: Senior Manager

























                                                                      -44-



                               Table of Contents
                                                                          Page

ARTICLE 1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
        1.1      Definitions  . . . . . . . . . . . . . . . . . . . . . .    1
        1.2      Accounting Terms; Financial Covenants  . . . . . . . . .    8

ARTICLE 2
PURCHASE AND SALE OF PREFERRED STOCK  . . . . . . . . . . . . . . . . . .    9
        2.1      Purchase and Sale of Preferred Stock   . . . . . . . . .    9
        2.3      Fees   . . . . . . . . . . . . . . . . . . . . . . . . .   11
        2.4      Closing  . . . . . . . . . . . . . . . . . . . . . . . .   11

ARTICLE 3
CONDITIONS TO THE OBLIGATION
OF THE PURCHASER TO CLOSE . . . . . . . . . . . . . . . . . . . . . . . .   12
        3.1      Representations and Warranties True  . . . . . . . . . .   12
        3.2      Compliance with this Agreement   . . . . . . . . . . . .   12
        3.3      Officer's Certificate  . . . . . . . . . . . . . . . . .   12
        3.4      Secretary's Certificate  . . . . . . . . . . . . . . . .   12
        3.5      Documents  . . . . . . . . . . . . . . . . . . . . . . .   12
        3.6      Purchase Permitted by Applicable Laws; Legal
                 Investment   . . . . . . . . . . . . . . . . . . . . . .   12
        3.7      Intentionally omitted  . . . . . . . . . . . . . . . . .   13
        3.8      Opinion of Counsel   . . . . . . . . . . . . . . . . . .   13
        3.9      Consents and Approvals   . . . . . . . . . . . . . . . .   13
        3.10     No Material Adverse Change   . . . . . . . . . . . . . .   13
        3.12      Conduct of Business   . . . . . . . . . . . . . . . . .   13
        3.13     Registration Rights Agreement  . . . . . . . . . . . . .   14
        3.14     Stockholders Agreement   . . . . . . . . . . . . . . . .   14
        3.15     Charter of the Company   . . . . . . . . . . . . . . . .   14
        3.16     Market Conditions  . . . . . . . . . . . . . . . . . . .   14
        3.17     No Litigation  . . . . . . . . . . . . . . . . . . . . .   14
        3.18     No Default or Breach   . . . . . . . . . . . . . . . . .   14
        3.19     Credit Agreement   . . . . . . . . . . . . . . . . . . .   15

ARTICLE 4
CONDITIONS TO THE OBLIGATION
OF THE COMPANY TO CLOSE . . . . . . . . . . . . . . . . . . . . . . . . .   15
        4.1      Representations and Warranties True  . . . . . . . . . .   15
        4.2      Compliance with this Agreement   . . . . . . . . . . . .   15

                                                  -i-



        4.3      Issuance Permitted by Applicable Laws  . . . . . . . . .   15
        4.4      Consents and Approvals   . . . . . . . . . . . . . . . .   15
        4.5      Charter of the Company   . . . . . . . . . . . . . . . .   16
        4.6      Credit Agreement   . . . . . . . . . . . . . . . . . . .   16
        4.7      Bolivia and Westrail Closings  . . . . . . . . . . . . .   16

ARTICLE 5
REPRESENTATIONS AND
WARRANTIES OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . .   16
        5.1      Corporate Existence and Power  . . . . . . . . . . . . .   16
        5.2      Corporate Authorization; No Contravention  . . . . . . .   17
        5.3      Governmental Authorization; Third Party Consents   . . .   17
        5.4      Binding Effect   . . . . . . . . . . . . . . . . . . . .   17
        5.5      No Legal Bar   . . . . . . . . . . . . . . . . . . . . .   18
        5.6      Litigation   . . . . . . . . . . . . . . . . . . . . . .   18
        5.7      No Default or Breach   . . . . . . . . . . . . . . . . .   18
        5.8      Title to Properties  . . . . . . . . . . . . . . . . . .   19
        5.9      Taxes  . . . . . . . . . . . . . . . . . . . . . . . . .   19
        5.10     Financial Condition  . . . . . . . . . . . . . . . . . .   19
        5.11     No Material Adverse Change   . . . . . . . . . . . . . .   19
        5.12     Commission Documents   . . . . . . . . . . . . . . . . .   20
        5.13     Environmental Matters  . . . . . . . . . . . . . . . . .   20
        5.14     Investment Company   . . . . . . . . . . . . . . . . . .   21
        5.15     Subsidiaries   . . . . . . . . . . . . . . . . . . . . .   21
        5.16     Capitalization   . . . . . . . . . . . . . . . . . . . .   21
        5.17     Private Offering   . . . . . . . . . . . . . . . . . . .   22
        5.18     Broker's, Finder's or Similar Fees   . . . . . . . . . .   22
        5.19     Outstanding Indebtedness   . . . . . . . . . . . . . . .   22
        5.20     Full Disclosure  . . . . . . . . . . . . . . . . . . . .   23
        5.21     ERISA and Employee Benefit Plans   . . . . . . . . . . .   23
        5.22     Regulatory Compliance  . . . . . . . . . . . . . . . . .   24
        5.23     Registration Rights Agreement  . . . . . . . . . . . . .   24
        5.24     Stockholders Agreement   . . . . . . . . . . . . . . . .   25
        5.25     Trade Relations  . . . . . . . . . . . . . . . . . . . .   25
        5.26     Material Contracts   . . . . . . . . . . . . . . . . . .   25
        5.27     Projections  . . . . . . . . . . . . . . . . . . . . . .   25
        5.28     No Undisclosed Financial Liabilities   . . . . . . . . .   26
        5.29     Labor Matters  . . . . . . . . . . . . . . . . . . . . .   26
        5.30     Absence of Certain Payments  . . . . . . . . . . . . . .   26

ARTICLE 6
REPRESENTATIONS AND WARRANTIES
AND COVENANTS OF THE PURCHASER  . . . . . . . . . . . . . . . . . . . . .   27
        6.1      Existence and Power  . . . . . . . . . . . . . . . . . .   27

                                                  -ii-



        6.2      Authorization; No Contravention  . . . . . . . . . . . .   27
        6.3      Binding Effect   . . . . . . . . . . . . . . . . . . . .   27
        6.4      No Legal Bar   . . . . . . . . . . . . . . . . . . . . .   28
        6.5      Purchase for Own Account   . . . . . . . . . . . . . . .   28
        6.6      Investment Representation  . . . . . . . . . . . . . . .   29
        6.7      Litigation   . . . . . . . . . . . . . . . . . . . . . .   29
        6.8      Broker's, Finder's or Similar Fees   . . . . . . . . . .   29

ARTICLE 7
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
        7.1      Indemnification by the Company   . . . . . . . . . . . .   29
        7.2      Indemnification by the Purchaser   . . . . . . . . . . .   30
        7.3      Notification   . . . . . . . . . . . . . . . . . . . . .   31
        7.4      Registration Rights Agreement  . . . . . . . . . . . . .   32

ARTICLE 8
AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . .   32
        8.1      Financial Statements   . . . . . . . . . . . . . . . . .   32
        8.2      Confidentiality  . . . . . . . . . . . . . . . . . . . .   33
        8.3      Notices  . . . . . . . . . . . . . . . . . . . . . . . .   34
        8.4      Issue Taxes  . . . . . . . . . . . . . . . . . . . . . .   34
        8.5      Reservation of Shares  . . . . . . . . . . . . . . . . .   35
        8.6      Inspection   . . . . . . . . . . . . . . . . . . . . . .   35
        8.7      Registration and Listing   . . . . . . . . . . . . . . .   35
        8.8      HSR Act Filing   . . . . . . . . . . . . . . . . . . . .   36
        8.9      Use of Proceeds  . . . . . . . . . . . . . . . . . . . .   36

ARTICLE 9
NEGATIVE COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
        9.1      Consolidations and Mergers   . . . . . . . . . . . . . .   36
        9.2      Transactions with Affiliates   . . . . . . . . . . . . .   37
        9.3      No Inconsistent Agreements   . . . . . . . . . . . . . .   37
        9.4      Issuance of Preferred Stock  . . . . . . . . . . . . . .   38

ARTICLE 10
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   38
        10.1     Survival of Provisions   . . . . . . . . . . . . . . . .   38
        10.2     Further Actions  . . . . . . . . . . . . . . . . . . . .   39
        10.3     Notices  . . . . . . . . . . . . . . . . . . . . . . . .   39
        10.4     Successors and Assigns   . . . . . . . . . . . . . . . .   40
        10.5     Amendment and Waiver   . . . . . . . . . . . . . . . . .   40
        10.6     Counterparts   . . . . . . . . . . . . . . . . . . . . .   40
        10.7     Headings   . . . . . . . . . . . . . . . . . . . . . . .   41
        10.8     Determinations   . . . . . . . . . . . . . . . . . . . .   41

                                                 -iii-



        10.9     Governing Law  . . . . . . . . . . . . . . . . . . . . .   41
        10.10    Jurisdiction   . . . . . . . . . . . . . . . . . . . . .   41
        10.11    Severability   . . . . . . . . . . . . . . . . . . . . .   41
        10.12    Rules of Construction  . . . . . . . . . . . . . . . . .   41
        10.13    Remedies   . . . . . . . . . . . . . . . . . . . . . . .   41
        10.14    Entire Agreement   . . . . . . . . . . . . . . . . . . .   42
        10.15    Attorneys' Fees  . . . . . . . . . . . . . . . . . . . .   42
        10.16    Publicity  . . . . . . . . . . . . . . . . . . . . . . .   42
        10.17    Expenses   . . . . . . . . . . . . . . . . . . . . . . .   42
        10.18    Termination  . . . . . . . . . . . . . . . . . . . . . .   43



































                                                  -iv-

EX-10.2

                                                               Exhibit 10.2






                        REGISTRATION RIGHTS AGREEMENT

                                    between

                            GENESEE & WYOMING INC.

                                      and

                            THE 1818 FUND III, L.P.




                    _______________________________________

                            Dated December 12, 2000
                    _______________________________________



                               TABLE OF CONTENTS
                                                                        Page #

1.       Background . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

2.       Registration Under Securities Act, etc.  . . . . . . . . . . . . .  1
         2.1     Registration on Request  . . . . . . . . . . . . . . . . .  1
         2.2     Piggyback Registration . . . . . . . . . . . . . . . . . .  4
         2.3     Shelf Registration . . . . . . . . . . . . . . . . . . . .  6
         2.4     Registration Procedures  . . . . . . . . . . . . . . . . .  7
         2.5     Underwritten Offerings . . . . . . . . . . . . . . . . . . 11
         2.6     Preparation; Reasonable Investigation  . . . . . . . . . . 13
         2.7     Limitations, Conditions and Qualifications to Obligations
                 under Registration Covenants . . . . . . . . . . . . . . . 13
         2.8     Indemnification  . . . . . . . . . . . . . . . . . . . . . 15

3.       Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

4.       Rule 144 and Rule 144A . . . . . . . . . . . . . . . . . . . . . . 20

5.       Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . 21

6.       Nominees for Beneficial Owners . . . . . . . . . . . . . . . . . . 21

7.       Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

8.       Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

9.       Calculation of Percentage Interests in Registrable Securities  . . 22

10.      No Inconsistent Agreements . . . . . . . . . . . . . . . . . . . . 22

11.      Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

12.      Certain Distributions  . . . . . . . . . . . . . . . . . . . . . . 23

13.      Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

14.      Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 23

15.      Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

16.      GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . 23

17.      Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 24







                 REGISTRATION RIGHTS AGREEMENT, dated as of December __,
2000, between GENESEE & WYOMING INC., a Delaware corporation (the "Company"),
and THE 1818 FUND III, L.P., a Delaware limited partnership (the
"Purchaser").

                 1.       Background.  Pursuant to a Stock Purchase Agreement,
dated October 19, 2000, by and between the Company and the Purchaser (the
"Stock Purchase Agreement"), (i) the Purchaser has agreed to purchase from
the Company, and the Company has agreed to issue to the Purchaser, up to an
aggregate of 25,000 shares of 4.0% Senior Redeemable Convertible Preferred
Stock, Series A, $.01 par value per share (the "Preferred Stock"), for a
price per share of $1,000.00.  The Preferred Stock is convertible, at the
option of the Purchaser, into Class A Common Stock.  Capitalized terms used
herein but not otherwise defined shall have the meanings given them in the
Stock Purchase Agreement or in Section 3 hereof.

                 2.       Registration Under Securities Act, etc.

                          2.1     Registration on Request.

                                  (a)      Request.  Subject to Section
2.1(f), at any time following December 12, 2001, one or more holders (the
"Initiating Holders") of 25% or more of the total number of shares of Class A
Common Stock issued or issuable upon conversion or issued upon exchange of
the Preferred Stock that has been issued pursuant to the Stock Purchase
Agreement, may, upon written request (if such request involves an
underwritten offering, each such request shall specify the number of shares
to be included in such registration and the acceptable price range for the
shares to be included in such registration), require the Company to effect
the registration under the Securities Act of any Registrable Securities held
by such Initiating Holders.  Should the Initiating Holders request
registration of the Preferred Stock that constitute Registrable Securities,
any legal expenses arising as a result of conforming the Preferred Stock for
public trading shall be divided equally between and paid by the Company and
the Initiating Holders.  The Company promptly will give written notice of
such requested registration to all other holders of Registrable Securities
who are entitled to join in such registration. After December 12, 2001, the
Company will use its reasonable best efforts to effect, not later than 90
days after the end of the period in which each request for registration is
received (or, if the 90th day is not a business day, the first business day
thereafter), the registration under the Securities Act, including, by means
of a shelf registration on Form S-3 (or any successor form) pursuant to Rule
415 under the Securities Act if so requested in such request (but only if the
Company is then eligible to use such a shelf registration and if Form S-3 (or
such successor form) is then available to the Company), of

                                           (i)     the Registrable Securities
         that the Company has been so requested to register by such Initiating
         Holders, and



                                           (ii)    all other Registrable
         Securities that the Company has been requested to register by the
         holders thereof (such holders together with the Initiating Holders
         hereinafter are referred to as the "Selling Holders") by written
         request given to the Company within 30 days after the giving of such
         written notice by the Company of such registration, all to the extent
         required to permit the disposition of the Registrable Securities so
         to be registered.

                                  (b)      Registration Statement Form.
Registrations under this Section 2.1 shall be on such appropriate
registration form of the Commission as shall be reasonably selected by the
Company.

                                  (c)      Effective Registration Statement.
A registration requested pursuant to this Section 2.1 shall not be deemed to
have been effected:

                                           (i)     Subject to Section 2.7,
         unless a registration statement with respect thereto has become
         effective and remained effective in compliance with the provisions of
         the Securities Act with respect to the disposition of all Registrable
         Securities covered by such registration statement until the earlier
         of (x) such time as all of such Registrable Securities have been
         disposed of in accordance with the intended methods of disposition by
         the seller or sellers thereof set forth in such registration
         statement and (y) 180 days after the effective date of such
         registration statement, except with respect to any registration
         statement filed pursuant to Rule 415 under the Securities Act, in
         which case the Company shall use its best efforts to keep such
         registration statement effective until 80% of the Registrable
         Securities included in such registration statement shall cease to be
         Registrable Securities,

                                           (ii)    if after it has become
         effective, such registration is interfered with by any stop order,
         injunction or other order or requirement of the Commission or other
         governmental agency or court for any reason not attributable to the
         Selling Holders and has not thereafter become effective, or

                                           (iii)   if the conditions to
         closing specified in the underwriting agreement, if any, entered into
         in connection with such registration are not satisfied or waived,
         other than by reason of a failure on the part of the Selling Holders




                                       2



provided, however, that in each of the foregoing cases, if a registration
statement has not become effective due to the failure of a Selling Holder to
perform its obligations under this agreement or in the event the Selling
Holders withdraw or do not pursue the request for registration, then such
registration shall be deemed to have been effected, except under
circumstances described in Section 2.7.

                                  (d)      Selection of Underwriters.  If a
requested registration pursuant to this Section 2.1 involves an underwritten
offering, the underwriter or underwriters of each underwritten offering of
the Registrable Securities so to be registered shall be selected by the
Selling Holders of more than 50% of each class of Registrable Securities to
be included in such registration and shall be reasonably acceptable to the
Company.

                                  (e)      Priority in Requested Registration.
If the managing underwriter of any underwritten offering shall advise the
Company (and the Company shall so advise each Selling Holder of Registrable
Securities requesting registration in writing of such advice) that, in its
opinion, the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering within a
price range acceptable to the Initiating Holders (as specified in their
request for registration), the Company, except as provided in the following
sentence, will include in such registration, to the extent of the number and
type that the Company is so advised can be sold in such offering, Registrable
Securities requested to be included in such registration and securities held
by Unirail, LLC and entitled to registration rights pursuant to the
Registration Rights Agreement, dated September 30, 1999, between the Company
and Unirail, LLC, pro rata among the Selling Holders requesting such
registration and Unirail, LLC, on the basis of the estimated gross proceeds
from the sale thereof.  If the total number of Registrable Securities
requested to be included in such registration cannot be included as provided
in the preceding sentence, holders of Registrable Securities requesting
registration thereof pursuant to Section 2.1, representing not less than
33-1/3% of the Registrable Securities with respect to which registration has
been requested and constituting not less than 66-2/3% of the Initiating Holders,
shall have the right to withdraw the request for registration by giving
written notice to the Company within 20 days after receipt of such notice by
the Company and, in the event of such withdrawal, such request shall not be
counted for purposes of the requests for registration to which holders of
Registrable Securities are entitled pursuant to Section 2.1 hereof.  In
connection with any such registration to which this Section 2.1(e) is
applicable, no securities other than Registrable Securities or securities
held by Unirail, LLC and entitled to registration rights pursuant to the
Registration Rights Agreement, dated September 30, 1999, between the Company
and Unirail, LLC, shall be covered by such registration.


                                       3



                                  (f)      Limitations on Registration on
Request.  Notwithstanding anything in this Section 2.1 or Section 2.3 to the
contrary, in no event will the Company be required to (i) effect, in the
aggregate, more than two registrations, or three registrations if the
Purchaser has purchased Preferred Stock from the Company pursuant to the
Stock Purchase Agreement for an aggregate purchase price of at least
$20,000,000, pursuant to this Section 2.1 or Section 2.3(d) (in respect of an
underwritten "take-down"), or (ii) effect more than one registration pursuant
to this Section 2.1 or Section 2.3(d) (in respect of an underwritten "take-
down") within the twelve-month period occurring immediately subsequent to the
effectiveness (within the meaning of Section 2.1(c)) of a registration
statement filed pursuant to this Section 2.1 or Section 2.3(d) (in respect of
an underwritten "take-down").

                                  (g)      Redesignation.  In the case of
Registrable Securities which are not Class A Common Stock, upon the request
of holders of 51% of all such Registrable Securities to be covered by such
registration or if advised by the managing underwriter of such offering, the
Company shall reissue the Registrable Securities in denominations suitable
for public trading (by depositary share arrangements or otherwise).

                                  (i)      Expenses.  The Company will pay all
Registration Expenses (except for any (x) underwriting commissions or
discounts or (y) legal expenses for conforming Preferred Stock which shall be
paid as set forth in Section 2.1(a)) in connection with any registration
requested pursuant to this Section 2.1.

                          2.2     Piggyback Registration.

                                  (a)      Right to Include Registrable
Securities.  Following December 12, 2001, if the Company at any time proposes
to register any shares of Common Stock or any securities convertible into
Common Stock under the Securities Act by registration on any form other than
Forms S-4 or S-8, whether or not for sale for its own account, it will each
such time give prompt written notice to all holders of Registrable Securities
of its intention to do so and of such holders' rights under this Section 2.2.
Upon the written request of any such holder (a "Requesting Holder") made as
promptly as practicable and in any event within 10 days after the receipt of
any such notice, the Company will use its reasonable best efforts to effect
the registration under the Securities Act of all Registrable Securities that
the Company has been so requested to register by the Requesting Holders
thereof; provided that should a holder fail to provide timely notice to the
Company as to whether it wishes to participate in a registration, such holder
will forfeit any rights to participate in the registration with respect to
such proposed offering; provided, further, that prior to the effective date
of the registration statement filed in connection with such registration,


                                       4



immediately upon notification to the Company from the managing underwriter of
the price at which such securities are to be sold, if such price is below the
price that any Requesting Holder shall have indicated to be acceptable to
such Requesting Holder, the Company shall so advise such Requesting Holder of
such price, and such Requesting Holder shall then have the right to withdraw
its request to have its Registrable Securities included in such registration
statement; and, provided, further, that if, at any time after giving written
notice of its intention to register any securities and prior to the effective
date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register or
to delay registration of such securities, the Company may, at its election,
give written notice of such determination to each Requesting Holder of
Registrable Securities and (i) in the case of a determination not to
register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from any obligation
of the Company to pay the Registration Expenses in connection therewith),
without prejudice, however, (but subject to Section 2.7) to the rights of any
holder or holders of Registrable Securities entitled to do so to cause such
registration to be effected as a registration under Section 2.1, and (ii) in
the case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities, for the same period as the delay in
registering such other securities.  No registration effected under this
Section 2.2 shall relieve the Company of its obligation to effect any
registration upon request under Section 2.1.  As between the Company and the
Requesting Holders, the Company shall be entitled to select the underwriters
in connection with any registration pursuant to this Section 2.2.

                                  (b)      Priority in Piggyback Registra-
tions.  If the managing underwriter of any underwritten offering shall inform
the Company of its opinion that the number or type of Registrable Securities
requested to be included in such registration would materially adversely
affect the timing, price or distribution of such offering, and the Company
has so advised the Requesting Holders in writing, then the Company will
include in such registration, to the extent of the number and type that the
Company is so advised can be sold in (or during the time of) such offering,
first, all securities proposed by the Company to be sold for its own account,
second, such securities requested to be included in such registration by such
Persons having exercised "demand" registration rights pursuant to written
agreements with the Company in respect of such registration that require that
their securities be included in such registration, third, such Registrable
Securities requested to be included in such registration and (i) such
securities held by Robert Wheeler and entitled to registration rights
pursuant to the Stock Option Agreement, dated April 15, 1999, between the
Company and Robert Wheeler, (ii) such securities held by Geoffrey Chambers
and entitled to registration rights pursuant to the Stock Option Agreement,
dated April 15, 1999, between the Company and Geoffrey Chambers and (iii)


                                       5



such securities held by Unirail, LLC and entitled to registration rights
pursuant to the Registration Rights Agreement, dated September 30, 1999,
between the Company and Unirail, LLC, pro rata among the foregoing on the
basis of the estimated proceeds from the sale thereof, and fourth, all other
securities proposed to be registered.

                                  (c)      Expenses.  The Company will pay all
Registration Expenses in connection with any registration effected pursuant
to this Section 2.2.

                          2.3     Shelf Registration

                                  (a)      Filing and Effectiveness of Shelf
Registration.  Promptly following December 12, 2001, if requested by holders
of at least 25% of the Registrable Securities, if the Company is eligible to
use Form S-3 (or such successor form) the Company shall file an "evergreen"
shelf registration statement pursuant to Rule 415 under the Securities Act
(the "Shelf Registration") on Form S-3 (or any successor form) solely with
respect to (i) the Registrable Securities and (ii) to the extent requested,
securities held by Unirail, LLC and entitled to registration rights pursuant
to the Registration Rights Agreement, dated September 30, 1999, between the
Company and Unirail, LLC.  The Company shall use its reasonable best efforts
to have the Shelf Registration declared effective as soon as reasonably
practicable after such filing, and shall use its reasonable best efforts to
keep the Shelf Registration effective and updated, from the date such Shelf
Registration is declared effective until such time as 80% of the Registrable
Securities included in such registration statement shall cease to be
Registrable Securities.

                                  (b)      Supplements and Amendments;
Expenses.  The Company shall supplement or amend, if necessary, the Shelf
Registration, as required by the instructions applicable to such registration
form or by the Securities Act or as reasonably required by the holders of (or
any underwriter for) more than 50% of the Registrable Securities if such
holders have been advised by counsel that such amendment or supplement is
required to comply with the Securities Act and the Company shall furnish to
the holders of the Registrable Securities to which the Shelf Registration
relates copies of any such supplement or amendment prior to its being used
and/or filed with the Commission.  The Company shall pay all Registration
Expenses in connection with the Shelf Registration, whether or not it becomes
effective, and whether all, none or some of the Registrable Securities are
sold pursuant to the Shelf Registration.  In no event shall the Shelf
Registration include securities other than Registrable Securities and
securities held by Unirail, LLC and entitled to registration rights pursuant
to the Registration Rights Agreement, dated September 30, 1999, between the



                                       6



Company and Unirail, LLC, unless holders of more than 66-2/3% of the
Registrable Securities consent to such inclusion.

                                  (c)      Effective Shelf Registration
Statement.  A Shelf Registration pursuant to this Section 2.3 shall not be
deemed to have been effected unless a Shelf Registration has become effective
and remained effective in compliance with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities and until
such time as 80% of the Registrable Securities included in such Shelf
Registration have been disposed of under the Shelf Registration.

                                  (d)      Underwritten Shelf "Take-Down".  It
is expressly agreed and understood that for purposes of this Agreement any
subsequent underwritten "take-down" with respect to the Shelf Registration
shall constitute a registration for purposes of Section 2.1 and shall be
counted toward the number of registrations required to be effected by the
Company under Section 2.1(f); provided, however, that any subsequent "take-
downs" with respect to the Shelf Registration which are not underwritten
shall not constitute a registration for purposes of Section 2.1 and shall not
be counted toward the number of registrations required to be effected by the
Company under Section 2.1(f).  The Company shall not be required to effect a
registration pursuant to Section 2.1 if the Company shall at the time have
effective a Shelf Registration pursuant to which the holders that requested
such registration could effect the disposition of such holders' Registrable
Securities in the manner requested.

                                  (e)      Limitation on Shelf Registrations.
Notwithstanding anything in this Section 2.3 to the contrary, in no event
shall the Company be required to effect more than one Shelf Registration
pursuant to this Section 2.3.

                          2.4     Registration Procedures.  Subject to
Section 2.7, if and whenever the Company is required to effect the
registration of any Registrable Securities under the Securities Act as
provided in Sections 2.1, 2.2, and 2.3, the Company will, as expeditiously as
possible:

                                  (i)      use its reasonable best efforts to
         prepare and (within 90 days after the end of the period within which
         requests for registration may be given to the Company or in any event
         as soon thereafter as is reasonably practicable) file with the
         Commission the requisite registration statement to effect such
         registration on any form for which the Company then qualifies and
         which counsel for the Company shall deem appropriate and available
         for the sale of the Registrable Securities to be registered
         thereunder in accordance with the intended method of distribution


                                       7



         thereof, and thereafter use its reasonable best efforts to cause such
         registration statement to become effective; provided, however, the
         Company will effect such registration statement on a Form S-3 and
         pursuant to Rule 415 if the Company is eligible to use Form S-3 and
         if requested by the Initiating Holders; and, provided, further, that
         the Company may discontinue any registration of its securities that
         are not Registrable Securities (and, under the circumstances
         specified in Section 2.2(a), its securities that are Registrable
         Securities) at any time prior to the effective date of the
         registration statement relating thereto;

                                  (ii)     use its reasonable best efforts to
         prepare and file with the Commission such amendments and supplements
         to such registration statement and the prospectus used in connection
         therewith as may be necessary to keep such registration statement
         effective and to comply with the provisions of the Securities Act
         with respect to the disposition of all Registrable Securities covered
         by such registration statement until the earlier of (a) such time as
         all of such Registrable Securities have been disposed of in
         accordance with the intended methods of disposition by the seller or
         sellers thereof set forth in such registration statement and (b) 180
         days after the effective date of such registration statement, except
         with respect to any registration statement filed pursuant to Rule 415
         under the Securities Act if the Company is eligible to file a
         registration statement on Form S-3, in which case the Company shall
         use its best efforts to keep the registration statement effective and
         updated, from the date such registration statement is declared
         effective until such time as 80% of the Registrable Securities
         included in such registration statement cease to be Registrable
         Securities;

                                  (iii)    furnish to each seller of
         Registrable Securities covered by such registration statement, such
         number of conformed copies of such registration statement and of each
         such amendment and supplement thereto (in each case including all
         exhibits), such number of copies of the prospectus contained in such
         registration statement (including each preliminary prospectus and any
         summary prospectus) and any other prospectus filed under Rule 424
         under the Securities Act, in conformity with the requirements of the
         Securities Act, and such other documents, as such seller may
         reasonably request;

                                  (iv)     use its reasonable best efforts (x)
         to register or qualify all Registrable Securities and other
         securities covered by such registration statement under such other
         securities or blue sky laws of such States of the United States of


                                       8



         America where an exemption is not available and as the sellers of
         Registrable Securities covered by such registration statement shall
         reasonably request, (y) to keep such registration or qualification in
         effect for so long as such registration statement remains in effect
         and (z) to take any other action that may be reasonably necessary or
         advisable to enable such sellers to consummate the disposition in
         such jurisdictions of the securities to be sold by such sellers,
         except that the Company shall not for any such purpose be required to
         qualify generally to do business as a foreign corporation or keep
         such qualification in effect in any jurisdiction wherein it would not
         but for the requirements of this subdivision (iv) be obligated to be
         so qualified or to consent to general service of process or subject
         itself to taxation in any such jurisdiction;

                                  (v)      use its reasonable best efforts to
         cause all Registrable Securities covered by such registration
         statement to be registered with or approved by such other federal or
         state governmental agencies or authorities as may be necessary in the
         opinion of counsel to the Company and counsel to the seller or
         sellers of Registrable Securities to enable the seller or sellers
         thereof to consummate the disposition of such Registrable Securities;

                                  (vi)     in the case of an underwritten or
         "best efforts" offering, furnish at the effective date of such
         registration statement to each seller of Registrable Securities, and
         each such seller's underwriters, if any, a signed counterpart of:

                                           (x)     an opinion of counsel for
                 the Company, dated the effective date of such registration
                 statement and, if applicable, the date of the closing under
                 the underwriting agreement, and

                                           (y)     a "comfort" letter signed
                 by the independent public accountants who have certified the
                 Company's financial statements included or incorporated by
                 reference in such registration statement,

         covering substantially the same matters with respect to such
         registration statement (and the prospectus included therein) and, in
         the case of the accountants' comfort letter, with respect to events
         subsequent to the date of such financial statements, as are customa-
         rily covered in opinions of issuer's counsel and in accountants'
         comfort letters delivered to the underwriters in underwritten public
         offerings of securities and, in the case of the accountants' comfort
         letter, such other financial matters, and, in the case of the legal



                                       9



         opinion, such other legal matters, as the underwriters may reasonably
         request;

                                  (vii)    cause representatives of the
         Company to participate in any "road show" or "road shows" reasonably
         requested by any underwriter of an underwritten or "best efforts"
         offering of any Registrable Securities; provided that such offering
         relates to at least 25% of the Registrable Securities;

                                  (viii)   notify each seller of Registrable
         Securities covered by such registration statement at any time when a
         prospectus relating thereto is required to be delivered under the
         Securities Act, upon discovery that, or upon the happening of any
         event as a result of which, the prospectus included in such registra-
         tion statement, as then in effect, includes an untrue statement of a
         material fact or omits to state any material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, in the light of the circumstances under which they were
         made, and at the request of any such seller promptly prepare and
         furnish to it a reasonable number of copies of a supplement to or an
         amendment of such prospectus as may be necessary so that, as
         thereafter delivered to the purchasers of such securities, such
         prospectus shall not include an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in the light
         of the circumstances under which they were made;

                                  (ix)     otherwise use its reasonable best
         efforts to comply with all applicable rules and regulations of the
         Commission, and, if required, make available to its security holders,
         as soon as reasonably practicable, an earnings statement covering the
         period of at least twelve months, but not more than eighteen months,
         beginning with the first full calendar month after the effective date
         of such registration statement, which earnings statement shall
         satisfy the provisions of Section 11(a) of the Securities Act and
         Rule 158 promulgated thereunder, and promptly furnish to each such
         seller of Registrable Securities a copy of any amendment or
         supplement to such registration statement or prospectus;

                                  (x)      provide and cause to be maintained
         a transfer agent and registrar (which, in each case, may be the
         Company) for all Registrable Securities covered by such registration
         statement from and after a date not later than the effective date of
         such registration; and




                                      10



                                  (xi)     use its reasonable best efforts to
         list all Registrable Securities covered by such registration
         statement on the NASDAQ or any national securities exchange on which
         Registrable Securities of the same class covered by such registration
         statement are then listed and, if no such Registrable Securities are
         so listed, on the NASDAQ or any national securities exchange on which
         the Class A Common Stock is then listed.

The Company may require each seller of Registrable Securities as to which any
registration is being effected to promptly furnish in writing to the Company
such information regarding such seller and the distribution of such
securities as the Company may from time to time reasonably request in
writing; provided, that any such information or questionnaires shall be given
or made by a seller of Registrable Securities without representation or
warranty of any kind whatsoever except representations with respect to the
identity of such seller, such seller's Registrable Securities and such
seller's intended method of distribution or any other representations
required by applicable law.

                 Each holder of Registrable Securities agrees by acquisition
of such Registrable Securities that, upon receipt of any notice from the
Company of the happening of any event of the kind described in subdivision
(viii) of this Section 2.4, such holder will forthwith discontinue such
holder's disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until such holder's receipt
of the copies of the supplemented or amended prospectus contemplated by
subdivision (viii) of this Section 2.4 and, if so directed by the Company,
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such holder's possession of the prospectus
relating to such Registrable Securities current at the time of receipt of
such notice.

                          2.5     Underwritten Offerings.

                                  (a)      Requested Underwritten Offerings.
If requested by the underwriters for any underwritten offering by holders of
Registrable Securities pursuant to a registration requested under Section
2.1, the Company will use its reasonable best efforts to enter into an
underwriting agreement with such underwriters for such offering, such
agreement to be reasonably satisfactory in substance and form to a majority
of such holders and the underwriters and to contain such representations and
warranties by the Company and such other terms as are generally prevailing in
agreements of that type, including, without limitation, indemnities to the
effect and to the extent provided in Section 2.8.  The holders of the
Registrable Securities proposed to be sold by such underwriters will
reasonably cooperate with the Company in the negotiation of the underwriting


                                      11



agreement.  Such holders of Registrable Securities to be sold by such
underwriters shall be parties to such underwriting agreement and may, at
their option, require that any or all of the representations and warranties
by, and the other agreements on the part of, the Company to and for the
benefit of such underwriters shall also be made to and for the benefit of
such holders of Registrable Securities and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of such holders of
Registrable Securities.  No holder of Registrable Securities shall be
required to make any representations or warranties to, or agreements with,
the Company other than representations, warranties or agreements regarding
the absence of litigation against the holder in respect of its intended
distribution of Registrable Securities, the identity of such holder, such
holder's due organization and good standing, such holder's authority to
execute and deliver the underwriting agreement, such holder's Registrable
Securities (including title and absence of liens) and such holder's intended
method of distribution or any other representations required by applicable
law.

                                  (b)      Piggyback Underwritten Offerings.
If the Company proposes to register any of its securities under the
Securities Act as contemplated by Section 2.2 and such securities are to be
distributed by or through one or more underwriters, the Company will, if
requested by any Requesting Holder of Registrable Securities, use its
reasonable best efforts to arrange for such underwriters to include all the
Registrable Securities to be offered and sold by such Requesting Holder among
the securities of the Company to be distributed by such underwriters, subject
to the provisions of Section 2.2(b).  The holders of Registrable Securities
to be distributed by such underwriters shall be parties to the underwriting
agreement between the Company and such underwriters and may, at their option,
require that any or all of the representations and warranties by, and the
other agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such holders of
Registrable Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement be
conditions precedent to the obligations of such holders of Registrable
Securities.  No holder of Registrable Securities shall be required to make
any representations or warranties to, or agreements with, the Company or the
underwriters other than representations, warranties or agreements regarding
the absence of litigation against the holder in respect of its intended
distribution of Registrable Securities, the identity of such holder, such
holder's due organization and good standing, such holder's authority to
execute and deliver the underwriting agreement, such holder's Registrable
Securities (including title and absence of liens) and such holder's intended
method of distribution or any other representations required by applicable
law.


                                      12



                                  (c)      Underwriting Discounts and
Commission.  The holders of Registrable Securities sold in any offering
pursuant to Section 2.5(a) or Section 2.5(b) shall pay all underwriting
discounts and commissions of the underwriter or underwriters with respect to
the Registrable Securities sold thereby.

                          2.6     Preparation; Reasonable Investigation. In
connection with the preparation and filing of each registration statement
under the Securities Act pursuant to this Agreement, the Company will give
the holders of Registrable Securities registered under such registration
statement, their underwriters, if any, and their respective counsel the
opportunity to review such registration statement, each prospectus included
therein or filed with the Commission, and each amendment thereof or
supplement thereto, and will give each of them such reasonable access to its
books and records and such opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of
such holders' and such underwriters' respective counsel, to conduct a
reasonable investigation within the meaning of the Securities Act; provided,
however that (A) such holders, underwriters and counsel agree in writing to
keep all non-public information confidential and to use such information only
in accordance with applicable law and (B) unless the disclosure of such
information is necessary to avoid or correct a material misstatement or
omission in the registration statement or the release of such information is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, the Company shall not be required to provide any information
pursuant to this Section 2.6 if (i) the Company is advised by counsel for the
Company, that to do so would cause the Company to forfeit an attorney-client
privilege that was applicable to such information or (ii) if either (A) the
Company has requested and been granted from the Commission confidential
treatment of such information contained in any filing with the Commission or
documents provided supplementally or otherwise or (B) the Company reasonably
determines in good faith that such information is confidential and so
notifies the holders in writing unless prior to furnishing any such
information with respect to clause (ii) such holders and their
representatives agree to enter into a confidentiality agreement in customary
form and subject to customary exceptions.

                          2.7     Limitations, Conditions and Qualifications
to Obligations under Registration Covenants.  The Company shall be entitled
to (A) postpone, for a reasonable period of time (but not exceeding an
aggregate of 90 days within any 360 day period), the filing or updating of
any registration statement otherwise required to be prepared and filed by it
pursuant to Section 2.1 or (B) take such actions that would result in holders
of Registrable Securities not being able to offer or sell Registrable
Securities pursuant to registration for a reasonable period of time, if (i)


                                      13



the Company determines, in its good faith judgment, that such registration or
offering would (x) require the disclosure of material information for which
the Company or any of its subsidiaries has a bona fide business reason for
preserving as confidential (provided that the period for which holders of
Registrable Securities shall not be able to offer or sell Registrable
Securities pursuant to registration in accordance with this Section
2.7(B)(i)(x) shall not exceed 15 days within any 360 day period) or (y)
interfere with any material financing, acquisition, corporate reorganization
or other material transaction involving the Company or any of its affiliates
(provided that the period for which holders of Registrable Securities shall
not be able to offer or sell Registrable Securities pursuant to registration
in accordance with this Section 2.7(B)(i)(y), together with any period under
Section 2.7(B)(i)(x), shall not exceed 90 days in any 360 day period) or (ii)
if (A) the effective date of any registration statement would otherwise be at
least 45 calendar days, but fewer than 90 calendar days, after the end of the
Company's fiscal year and (B) the Securities Act requires the Company to
include audited financials as of the end of such fiscal year, the Company may
delay the effectiveness of such registration statement for such period as is
reasonably necessary to include therein the audited financial statements for
such fiscal year (but in no event shall the Company delay more beyond 90
calendar days after the Company's fiscal year), and, in each case,  promptly
gives the holders of Registrable Securities requesting registration thereof
written notice of such determination, containing a general statement of the
reasons for such postponement or such actions, as the case may be, and an
approximation of the anticipated delay; provided, that the number of days of
any actual Suspension Period (as hereinafter defined) shall be added on to
the end of the periods specified in Section 2.1(c)(i) or 2.4(ii). Any such
period during which the Company is excused from filing, updating or keeping
the registration statement effective and usable for offers and sales of
Registrable Securities is referred to herein as a "Suspension Period".  A
Suspension Period shall commence on and include the date that the Company
gives notice that the registration statement is no longer effective or the
prospectus included therein is no longer usable for offers and sales of
Registrable Securities and shall end on the date on which each seller of
Registrable Securities covered by the registration statement either receives
copies of the supplemented or amended prospectus contemplated by Section
2.4(viii) hereof or is advised in writing by the Company that the use of the
prospectus may be resumed.  Notwithstanding anything to the contrary in this
Section 2.7, in no event shall Suspension Periods be in effect for more than
an aggregate of 90 days in any 360 day period. If the Company shall so
postpone the filing of a registration statement, holders of Registrable
Securities requesting registration thereof pursuant to Section 2.1,
representing not less than 33-1/3% of the Registrable Securities with respect
to which registration has been requested and constituting not less than 66-2/3%
of the Initiating Holders, shall have the right to withdraw the request for
registration by giving written notice to the Company within 30 days after


                                      14



receipt of the notice of postponement and, in the event of such withdrawal,
such request shall not be counted for purposes of the requests for
registration to which holders of Registrable Securities are entitled pursuant
to Section 2.1 hereof.

                          2.8     Indemnification.

                                  (a)      Indemnification by the Company.
The Company will, and hereby does, indemnify and hold harmless, in the case
of any registration statement filed pursuant to Section 2.1, 2.2 or 2.3, each
seller of any Registrable Securities covered by such registration statement
and each other Person, if any, who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who
controls such seller or any such underwriter within the meaning of the
Securities Act, and their respective directors, officers, partners, members,
agents and affiliates against any losses, claims, damages or liabilities,
joint or several, to which such seller or underwriter or any such director,
officer, partner, member, agent, affiliate or controlling person may become
subject under the Securities Act or otherwise, including, without limitation,
the reasonable fees and expenses of legal counsel (including those incurred
in connection with any claim for indemnity hereunder), insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such securities were
registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made,
not misleading, and the Company will reimburse such seller or underwriter and
each such director, officer, partner, member, agent, affiliate and
controlling Person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement or alleged untrue state-
ment or omission or alleged omission made in such registration statement, any
such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such seller or underwriter, as
the case may be, specifically stating that it is for use in the preparation
thereof; and provided further, that the Company shall not be liable to any
Person who participates as an underwriter in the offering or sale of
Registrable Securities or any other Person, if any, who controls such under-


                                      15



writer within the meaning of the Securities Act, or, to the extent required
by law, Selling Stockholder, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding, in respect thereof)
or expense arises out of such Person's or Selling Stockholder's, as the case
may be, failure to send or give a copy of the final prospectus, as the same
may have been supplemented or amended, to the Person asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to
such Person if such statement or omission was corrected in such final
prospectus and such Person or Selling Stockholder, as the case may be, was
required by law to send or give a copy of a prospectus to the Person making
such assertions.  Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such seller or any
such director, officer, partner, member, agent or controlling person and
shall survive the transfer of such securities by such seller.

                                  (b)      Indemnification by the Sellers.  As
a condition to including any Registrable Securities in any registration
statement, the Company shall have received an undertaking satisfactory to it
from the prospective seller of such Registrable Securities, to indemnify and
hold harmless (in the same manner and to the same extent as set forth in
Section 2.8(a)) the Company, and each director of the Company, each officer
of the Company and each other Person, if any, who participates as an
underwriter in the offering or sale of such securities and each other Person
who controls the Company or any such underwriter within the meaning of the
Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such seller
specifically stating that it is for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement; provided, however, that the liability of
such indemnifying party under this Section 2.8(b) shall be limited to the
amount of the net proceeds received by such indemnifying party in the
offering giving rise to such liability.  Such indemnity shall remain in full
force and effect, regardless of any investigation made by or on behalf of the
Company or any such director, officer or controlling person and shall survive
the transfer of such securities by such seller.

                                  (c)      Notices of Claims, etc.  Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding (including any governmental investigation) involving a
claim referred to in Section 2.8(a) or (b), such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party, give


                                      16



written notice to the latter of the commencement of such action; provided,
however, that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under the
preceding subdivisions of this Section 2.8, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice.  In
case any such action shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the
extent that it may wish, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party; provided, however, that
any indemnified party may, at its own expense, retain separate counsel to
participate in such defense.  Notwithstanding the foregoing, in any action or
proceeding in which both the Company and an indemnified party is, or is
reasonably likely to become, a party, such indemnified party shall have the
right to employ separate counsel at the Company's expense and to control its
own defense of such action or proceeding if, in the reasonable opinion of
counsel to such indemnified party, (a) there are or may be legal defenses
available to such indemnified party or to other indemnified parties that are
different from or additional to those available to the Company or (b) any
conflict or potential conflict exists between the Company and such
indemnified party that would make such separate representation advisable;
provided, however, that in no event shall the Company be required to pay fees
and expenses under this Section 2.8 for more than one firm of attorneys in
any jurisdiction in any one legal action or group of related legal actions.
No indemnifying party shall be liable for any settlement of any action or
proceeding effected without its written consent, which consent shall not be
unreasonably withheld unless the indemnifying party shall have agreed in
writing in a form satisfactory to the indemnified party to pay any amount
(and not challenge an indemnified party's right to indemnification under this
Section 2.8) required to be paid to settle a claim, in which case the
indemnifying party may grant or withhold its consent in its sole discretion.
No indemnifying party shall, without the prior written consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation or which requires action
other than the payment of money by the indemnifying party.

                                  (d)      Contribution.  If the indemnifica-
tion provided for in this Section 2.8 shall for any reason be held by a court
to be unavailable to an indemnified party under Section 2.8(a) or (b) hereof
in respect of any loss, claim, damage or liability, or any action in respect
thereof, then, in lieu of the amount paid or payable under Section 2.8(a) or
(b), the indemnified party and the indemnifying party under Section 2.8(a) or
(b) shall contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with


                                      17



investigating the same, including those incurred in connection with any claim
for indemnity hereunder), (i) in such proportion as is appropriate to reflect
the relative fault of the Company and the prospective sellers of Registrable
Securities covered by the registration statement which resulted in such loss,
claim, damage or liability, or action or proceeding in respect thereof, with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action or proceeding in respect thereof, as well as
any other relevant equitable considerations or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as shall be appropriate to reflect the relative benefits received
by the Company and such prospective sellers from the offering of the
securities covered by such registration statement; provided, however, that
for purposes of this clause (ii), the relative benefits received by the
prospective sellers shall be deemed not to exceed the amount of proceeds
received by such prospective sellers.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.  Such prospective sellers' obligations to con-
tribute as provided in this Section 2.8(d) are several in proportion to the
relative value of their respective Registrable Securities covered by such
registration statement and not joint.  In addition, no Person shall be
obligated to contribute hereunder any amounts in payment for any settlement
of any action or claim effected without such Person's consent, which consent
shall not be unreasonably withheld.

                                  (e)      Other Indemnification.  Indemnifi-
cation and contribution similar to that specified in the preceding
subdivisions of this Section 2.8 (with appropriate modifications) shall be
given by the Company and each seller of Registrable Securities with respect
to any required registration or other qualification of securities under any
federal or state law or regulation of any governmental authority other than
the Securities Act.

                                  (f)      Indemnification Payments.  The
indemnification and contribution required by this Section 2.8 shall be made
by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.

                 3        Definitions.  As used herein, unless the context
otherwise requires, the following terms have the following respective
meanings:

                 "Certificate of Designation" means the Certificate of
Designation of the Series A Preferred Stock.



                                      18



                 "Class A Common Stock" means the Class A Common Stock of the
Company, par value $.01 per share, and having one vote per share.

                 "Class B Common Stock" means the Class B Common Stock of the
Company, par value $.01 per share, and having ten votes per share.

                 "Commission" means the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

                 "Common Stock" shall mean the Class A Common Stock and the
Class B Common Stock, and each other class of capital stock of the Company
into which such stock is reclassified or reconstituted.

                 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any other similar Federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Exchange Act of 1934, as
amended, shall include a reference to the comparable section, if any, of any
such similar Federal statute.

                 "Person" means any individual, firm, corporation,
partnership, limited liability company, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind, and shall include
any successor (by merger or otherwise) of any such entity.

                 "Registrable Securities" means (i) any shares of Class A
Common Stock issued or issuable upon conversion or exchange of the Preferred
Stock, (ii) if the Purchaser has purchased Preferred Stock from the Company
pursuant to the Stock Purchase Agreement for an aggregate purchase price of
at least $25,000,000, the Preferred Stock and (iii) any Related Registrable
Securities.  As to any particular Registrable Securities, once issued, such
securities shall cease to be Registrable Securities when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) they shall
have been sold as permitted by Rule 144 (or any successor provision) under
the Securities Act and the purchaser thereof does not receive "restricted
securities" as defined in Rule 144, (c) they shall have been otherwise
transferred, new certificates for them not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent
public distribution of them shall not, in the opinion of counsel for the
holders, require registration of them under the Securities Act or (d) they
shall have ceased to be outstanding.  All references to percentages of
Registrable Securities shall be calculated pursuant to Section 9.



                                      19



                 "Registration Expenses" means all expenses incident to the
Company's performance of or compliance with Section 2, including, without
limitation, all registration and filing fees, all fees of the New York Stock
Exchange, Inc., NASDAQ, other national securities exchanges or the National
Association of Securities Dealers, Inc., all reasonable fees and expenses of
complying with securities or blue sky laws, all word processing, duplicating
and printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of "cold comfort" letters required by or
incident to such performance and compliance, any reasonable fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities (excluding any underwriting fees, discounts or commissions
relating to the sale or disposition of  the Registrable Securities) and the
reasonable fees and expenses of one counsel to the Selling Holders (selected
by Selling Holders representing at least 50% of the Registrable Securities
covered by such registration). Notwithstanding the foregoing, in the event
the Company shall determine, in accordance with Section 2.2(a) or Section
2.7, not to register any securities with respect to which it had given
written notice of its intention to so register to holders of Registrable
Securities, all of the costs of the type (and subject to any limitation to
the extent) set forth in this definition and incurred by Requesting Holders
in connection with such registration on or prior to the date the Company
notifies the Requesting Holders of such determination shall be deemed
Registration Expenses.

                 "Related Registrable Securities" means, with respect to
shares of Preferred Stock or shares of Class A Common Stock issuable upon
conversion or exchange of the Preferred Stock, any securities of the Company
issued or issuable with respect to such shares of Preferred Stock or Class A
Common Stock by way of a dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise.

                 "Securities Act" means the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
References to a particular section of the Securities Act of 1933, as amended,
shall include a reference to the comparable section, if any, of any such
similar Federal statute.

                 "Stockholders Agreement" means the Letter Agreement, dated
December __, 2000, by and among the Company, the Purchaser and the other
parties signatory thereto.

                 4        Rule 144 and Rule 144A.  The Company shall take all
actions reasonably necessary to enable holders of Registrable Securities to


                                      20



sell such securities without registration under the Securities Act within the
limitation of the provisions of (a) Rule 144 under the Securities Act, as
such Rule may be amended from time to time, (b) Rule 144A under the
Securities Act, as such Rule may be amended from time to time, or (c) any
similar rules or regulations hereafter adopted by the Commission.  Upon the
request of any holder of Registrable Securities, the Company will deliver to
such holder a written statement as to whether it has complied with such
requirements.

                 5        Amendments and Waivers.  This Agreement may be
amended with the consent of the Company and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed
by it, only if the Company shall have obtained the written consent to such
amendment, action or omission to act, of the holder or holders of at least
50% of the Registrable Securities affected by such amendment, action or
omission to act.  Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any consent authorized by this
Section 5, whether or not such Registrable Securities shall have been marked
to indicate such consent.

                 6        Nominees for Beneficial Owners.  In the event that
any Registrable Securities are held by a nominee for the beneficial owner
thereof, the beneficial owner thereof may, at its election in writing
delivered to the Company, be treated as the holder of such Registrable
Securities for purposes of any request or other action by any holder or
holders of Registrable Securities pursuant to this Agreement or any
determination of any number or percentage of shares of Registrable Securities
held by any holder or holders of Registrable Securities contemplated by this
Agreement.  If the beneficial owner of any Registrable Securities so elects,
the Company may require assurances reasonably satisfactory to it of such
owner's beneficial ownership of such Registrable Securities.

                 7        Notices.  All notices, demands and other
communications provided for or permitted hereunder shall be made in writing
and shall be by registered or certified first-class mail, return receipt
requested, telecopier, courier service or personal delivery:

                                  (i)      if to the Purchaser, addressed to
it in the manner set forth in the Stock Purchase Agreement, or at such other
address as it shall have furnished to the Company in writing in the manner
set forth herein;

                                  (ii)     if to any other holder of Regis-
trable Securities, at the address that such holder shall have furnished to
the Company in writing in the manner set forth herein, or, until any such
other holder so furnishes to the Company an address, then to and at the


                                      21



address of the last holder of such Registrable Securities who has furnished
an address to the Company; or

                                  (iii)    if to the Company, addressed to it
in the manner set forth in the Stock Purchase Agreement, or at such other
address as the Company shall have furnished to each holder of Registrable
Securities at the time outstanding in the manner set forth herein.

                 All such notices and communications shall be deemed to have
been duly given:  when delivered by hand, if personally delivered; when
delivered to a courier, if delivered by overnight courier service; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
and when receipt is acknowledged, if telecopied.

                 8        Assignment.  This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto and,
with respect to the Company, its respective successors and permitted assigns
and, with respect to the Purchaser, any holder of any Registrable Securities,
subject to the provisions respecting the minimum numbers of percentages of
shares of Registrable Securities required in order to be entitled to certain
rights, or take certain actions, contained herein.  Except by operation of
law, this Agreement may not be assigned by the Company without the prior
written consent of the holders of a majority in interest of the Registrable
Securities outstanding at the time such consent is requested.

                 9        Calculation of Percentage Interests in Registrable
Securities.  For purposes of this Agreement, all references to a percentage
of the Registrable Securities shall be calculated based upon the number of
shares of Registrable Securities constituting Class A Common Stock
outstanding at the time such calculation is made, assuming the conversion of
all Preferred Stock into shares of Class A Common Stock.

                 10       No Inconsistent Agreements.  The Company will not
hereafter enter into any agreement or modify any existing agreement with
respect to its securities that would result in a breach of, or conflict with,
this Agreement or the rights granted to the holders of Registrable Securities
in this Agreement.  Without limiting the generality of the foregoing, the
Company will not hereafter enter into any agreement with respect to its
securities that grants, or modify any existing agreement with respect to its
securities to grant, to the holder of its securities in connection with an
incidental registration of such securities more favorable rights with respect
to priority than to the rights granted to the Purchasers under Section
2.2(b).

                 11       Remedies.  Each holder of Registrable Securities, in
addition to being entitled to exercise all rights granted by law, including


                                      22



recovery of damages, will be entitled to specific performance of its rights
under this Agreement.  The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.

                 12       Certain Distributions.  The Company shall not at any
time make a distribution on or with respect to the Common Stock (including
any such distribution made in connection with a consolidation or merger in
which the Company is the resulting or surviving corporation and such
Registrable Securities are not changed or exchanged) of securities of another
issuer if holders of Registrable Securities are entitled to receive such
securities in such distribution as holders of Registrable Securities and any
of the securities so distributed are registered under the Securities Act,
unless the securities to be distributed to the holders of Registrable
Securities are also registered under the Securities Act.

                 13       Severability.  In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be in any way impaired thereby, it being intended that all of the rights
and privileges of the Purchaser shall be enforceable to the fullest extent
permitted by law.

                 14       Entire Agreement.  This Agreement, together with the
Stock Purchase Agreement (including the exhibits and schedules thereto) and
the Certificate of Designation, is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein and therein.  There are no
restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein.  This Agreement, the Stock Purchase
Agreement (including the exhibits and schedules thereto), the Stockholders
Agreement and the Certificate of Designation supersede all prior agreements
and understandings between the parties with respect to such subject matter.

                 15       Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                 16       GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




                                      23



                 17       Counterparts.  This Agreement may be executed in
multiple counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
instrument.












































                                      24



                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their respective representatives
hereunto duly authorized as of the date first above written.



                                  GENESEE & WYOMING INC.


                                  By:  /s/ John C. Hellman
                                       ---------------------------------
                                  Name:   John C. Hellmann
                                  Title:  Chief Financial Officer


                                  THE 1818 FUND III, L.P.

                                  By:   Brown Brothers Harriman & Co.,
                                        Its General Partner

                                        By: /s/ Walter Grist
                                            ---------------------------
                                        Name:  Walter Grist
                                        Title: Senior Manager


























                                      25

EX-10.3

                                                               Exhibit 10.3

                    [Letterhead of Genesee & Wyoming Inc.]


                                                             December 12, 2000


Mortimer B. Fuller III
c/o Genesee & Wyoming Inc.
66 Field Point Road
Greenwich, CT  06830

The 1818 Fund III, L.P.
c/o Brown Brother Harriman & Co.
59 Wall Street
New York, NY 10005
Attention:  Mr. T. Michael Long

Dear Sirs:

          Reference is made to the Stock Purchase Agreement, dated October 19,
2000 (as amended from time to time, the "Stock Purchase Agreement"), by and
between Genesee & Wyoming Inc. (the "Company"), and The 1818 Fund III L.P. (the
"Purchaser").  This letter (the "Agreement") sets forth the terms and
conditions of the agreement reached between the Company, Mortimer B. Fuller
III ("MBF") and the Purchaser regarding the Purchaser's rights to
representation on the Board of Directors of the Company (the "Board of
Directors") and certain other matters.

          All capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to such terms in the Stock Purchase Agreement.

          1.   Board Representation.
               --------------------
               (a)  The Company shall, within 30 days after the date hereof,
promptly cause one vacancy to be created on its Board of Directors (by
increasing the number of members of the Board of Directors or otherwise) and
at such time shall cause one person designated by the Purchaser and that is
reasonably acceptable to the Company to be selected to fill such vacancy;
provided that each of T. Michael Long and Walter Grist shall be deemed to be
acceptable to the Company.  Such designee shall serve until the next succeeding
annual meeting of stockholders of the Company to be held after such election.
Notwithstanding the foregoing, at any time that the Purchaser does not
continue to own at least 20% of the shares of Class A Common Stock issued or
issuable upon conversion of the Preferred Stock (whether or not the Preferred
Stock has been converted), such designee shall tender his or her resignation
to the Company's Board of Directors at the next succeeding annual meeting of
stockholders, whether or not such designee's term of office expires at such
meeting.



               (b)  Commencing with such next succeeding annual meeting of
stockholders of the Company referred to in subsection (a) above and at each
annual meeting of stockholders of the Company thereafter, so long as the
Purchaser holds 20% of the shares of Class A Common Stock issued or issuable
upon conversion of the Preferred Shares (whether or not the Preferred Shares
have been converted)the Purchaser shall be entitled to designate one director
who shall be acceptable to the Company to the Company's Board of Directors;
provided that each of T. Michael Long and Walter Grist shall be deemed to be
acceptable to the Company.  The Company shall cause such designee of the
Purchaser to be included in the slate of nominees recommended by the Board to
the Company's stockholders for election as directors, and the Company shall use
its reasonable best efforts to cause the election of such designee, including
voting all shares for which the Company holds proxies (unless otherwise
directed by the stockholder submitting such proxy) or is otherwise entitled
to vote, in favor of the election of such person.  Notwithstanding the
foregoing, at any time that the Purchaser does not continue to own at least
20% of the shares of Class A Common Stock issued or issuable upon conversion
of the Preferred Stock (whether or not the Preferred Stock has been
converted), such designee shall tender his or her resignation to the
Company's Board of Directors at the next succeeding annual meeting of
stockholders, whether or not such designee's term of office expires at such
meeting.

               (c)  In the event such designee of the Purchaser shall cease to
serve as a director for any reason, other than by reason of the Purchaser not
being entitled to designate a designee as provided in Section 1(a) or 1(b), the
Company shall use its reasonable best efforts to cause the vacancy resulting
thereby to be filled by a designee of the Purchaser that is reasonably
acceptable to the Company; provided that each of T. Michael Long and Walter
Grist shall be deemed to be acceptable to the Company.

               (d)  In addition to the rights granted pursuant to Section 1(a),
(b) and (c) above, the Purchaser shall have the right to have a representative
reasonably acceptable to the Company attend all portions of regular and special
meetings of the Board of Directors of the Company not reserved for members of
the Board of Directors of the Company only except to the extent counsel to the
Company advises that such attendance or receipt of information thereat could
jeopardize matters of attorney-client privilege or otherwise not be in the
Company's best interests as a whole.  Such representative shall agree in
writing at the time of his or her designation that he or she shall be bound
by the same fiduciary duties (including those relating to confidentiality) as
apply to members of the Board.  Such right is further conditioned upon the
receipt of an agreement in writing pursuant to which such representative
agrees to keep confidential all discussions held, and materials distributed,
at the meeting of the Company's Board of Directors.  The visitation rights
set forth above shall include the right to receive the same notice and
materials provided to Board and committee members.  For the avoidance of
doubt, it is understood and agreed that each of T. Michael Long and Walter
Grist shall be deemed acceptable to the Company for purposes of this Section
1(d).




               (e)  From and after the date hereof and so long as the Purchaser
continues to hold at least 20% of the shares of Class A Common Stock issued or
issuable upon conversion of the Preferred Stock (whether or not the Preferred
Stock has been converted), at each annual or special stockholders meeting
called for the election of directors, and whenever the stockholders of the
Company act by written consent with respect to the election of directors, MBF
agrees to vote or otherwise give such stockholder's consent in respect of all
shares of the capital stock of the Company (whether now or hereafter acquired)
owned (whether jointly or severally) or, to the extent permitted by law,
controlled (including shares held by the Estate of Frances A. Fuller (until
distributed in accordance with Section 2(f)), but excluding shares held by the
Overlook Estate Foundation, Inc. or the Frances A. Fuller Family Trust) by such
stockholder, and take all other appropriate action, in order to cause:

                    (i) the election to the Board of Directors of the designee
of the Purchaser pursuant to this Section 1;

                   (ii) the removal from the Board of Directors (with or with-
out cause) of any director elected in accordance with clause (i) above upon the
written request of the Purchaser; and

                  (iii) upon any vacancy in the Board as a result of any
individual designated as provided in clause (i) above ceasing to be a member of
the Board of Directors, whether by resignation or otherwise, the election to
the Board of Directors as promptly as possible of an individual designated by
the Purchaser that is reasonably acceptable to the Company; provided that each
of T. Michael Long and Walter Grist shall be deemed to be acceptable to the
Company.

               (f)  No party hereto shall grant any proxy or enter into or
agree to be bound by any voting trust with respect to shares of capital stock
held by it, nor shall any party hereto enter into any stockholder agreement or
arrangement of any kind with respect to shares of capital stock held by it,
which conflicts or is inconsistent in any manner with the provisions of this
Agreement.

          2.   Transfer.
               --------

               (a)  MBF shall not sell, transfer, assign, pledge or otherwise
dispose of any capital stock of the Company in a single or series of related
private transactions (a "Transfer") other than in compliance with this Section
2. MBF agrees not to consummate any Transfer (other than a Transfer to a
Permitted Transferee pursuant to Sections 2(c), 2(d) and 2(e) or transaction
permitted under Section 2(f)) until the expiration of a 15-day period (the
"Election Period") following delivery by MBF of a Transfer Notice pursuant to
Section 2(b).






               (b)  If at any time MBF desires to transfer 15% or more of the
shares of Common Stock directly owned (whether jointly or severally) by him
(which, for purposes of this section 2 shall include shares owned by the Estate
of Frances A. Fuller (until distributed in accordance with Section 2(f)), but
exclude shares owned by the Overlook Estate Foundation, Inc. or the Frances
A. Fuller Family Trust) in a single or series of related private transactions
to a Person other than a Permitted Transferee or as set forth in Section
2(f), and, so long as the Purchaser owns 20% of the shares of Common Stock
issued or issuable upon conversion of the Preferred Stock, MBF shall notify
the Company and the Purchaser of such desire (the "Transfer Notice").  The
Purchaser shall have the right, exercisable by written notice to the Company
and to MBF prior to the expiration of the Election Period, to participate in
such Transfer on a pro rata basis on the same terms and conditions as MBF.
In the event that the Purchaser elects to participate in a Transfer pursuant
to this Section 2(b), MBF and the Purchaser shall be entitled to sell in such
Transfer the number of shares of Common Stock determined by multiplying the
number of shares covered by the Transfer Notice by a fraction, the numerator
of which is the number of shares of Common Stock or Common Stock issued or
issuable upon conversion of the Preferred Stock held by MBF or the Purchaser
(determined on a fully diluted basis), as the case may be, and the
denominator of which is the number of shares of Common Stock or Common Stock
issued or issuable upon conversion of the Preferred Stock held by both MBF
and the Purchaser (determined on a fully diluted basis).  MBF shall not
effect any Transfer subject to this Section 2(b) unless the purchaser agrees
to the participation of the Purchaser in such transaction as specified above
or, in the alternative, MBF purchases the shares that the Purchaser is
entitled to include in such Transfer on the terms set forth in the Transfer
Notice concurrently with the closing of such Transfer.  For the avoidance of
doubt, it is understood and agreed that this Section 2(b) does not apply to
Transfers by MBF, in a single or series of related transactions that do not
exceed, individually or in the aggregate, 15% or more of the shares of Common
Stock directly owned by him.

               (c)  Permitted Transfers. The restrictions set forth in this
Section 2 shall not apply to Transfers of Common Stock to (i) a member of MBF's
immediate family, which shall include MBF, his spouse, siblings (except as set
forth in Section 2(f)), children or grandchildren ("Family Members") or (ii) a
trust, corporation, partnership or limited liability company, all of the
beneficial interests in which shall be held by MBF or one or more Family
Members of MBF; provided, however, that during the period that any such trust,
corporation, partnership or limited liability company holds any right, title or
interest in any shares of Common Stock, no Person other than MBF or one or more
Family Members of MBF may be or may become beneficiaries, stockholders, limited
or general partners or members thereof (the Persons referred to in the pre-
ceding clauses (i) and (ii) are each referred to hereinafter as a "Permitted
Transferee").  A Permitted Transferee of shares of Common Stock pursuant to
this Section 2(c) may transfer shares of Common Stock received after the date
hereof pursuant to this Section 2(c) only to MBF or to a Person that is a
Permitted Transferee.  MBF shall not avoid the provisions of this Agreement
by making one or more transfers to one or more Permitted Transferees and then
disposing of all or any portion of MBF's interest in any such Permitted
Transferee, and any transfer or attempted transfer in violation of this
covenant shall be null and void ab initio.



               (d)  Permitted Transfer Procedures.  If MBF wishes to transfer
shares of Common Stock to a Permitted Transferee under Section 2(c), MBF shall
give notice to the Company of his intention to make such a transfer not less
than seven (7) days prior to effecting such transfer, which notice shall state
the name and address of each Permitted Transferee to whom such transfer is pro-
posed, the relationship of such Permitted Transferee to MBF, and the number of
shares of Common Stock proposed to be transferred to such Permitted Transferee.

               (e)  Transfers in Compliance with Law; Substitution of
Transferee.  Except as set forth in Section 2(f), notwithstanding any other
provision of this Agreement, no transfer may be made pursuant to this Section 2
to a Permitted Transferee unless (a) the Permitted Transferee has agreed in
writing to be bound by the terms and conditions of this Agreement pursuant to
an instrument in form and substance satisfactory to the Company, (b) the
transfer complies in all respects with the applicable provisions of this
Agreement and (c) the transfer complies in all respects with applicable federal
and state securities laws, including, without limitation, the Securities Act.
Upon becoming a party to this Agreement, a Permitted Transferee shall be
substituted for, and shall enjoy the same rights and be subject to the same
obligations as MBF hereunder with respect to the shares of Common Stock
transferred to such Permitted Transferee.

               (f)  Exempt Transactions.  Notwithstanding any other provision
of this Agreement, the restrictions set forth in this Section 2 shall not apply
to (i) Transfers of Common Stock to permit MBF to, directly or indirectly,
satisfy his obligations under the Agreement, dated May 13, 1997, between MBF
and Suzanne Fuller; provided, however, that such Transfers do not,
individually or in the aggregate, exceed 45,000 shares of Common Stock, (ii)
sales of Common Stock by financial institutions pursuant to pledge agreements
executed by MBF and existing as of the date of this agreement, or (iii)
distributions of Common Stock by the Estate of Frances A. Fuller to Patricia
A. Fuller or Frances F. Gunster, whether directly or in trust.  For the
avoidance of doubt, the transferees in transactions effected pursuant to the
preceding sentence shall not be required to agree in writing to or otherwise
be bound by the terms and conditions of this Agreement.

          3.   Other Agreements.
               ----------------
               (a)  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.




               (b)  This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and cannot be modified
or amended except in writing signed by the parties hereto.

               (c)  This Agreement may be executed in counterparts, all of
which taken together shall constitute one instrument.

          Please confirm that the foregoing correctly sets forth our
understanding by signing and returning the enclosed duplicate copy of this
Agreement.

                                               Sincerely,

                                               GENESEE & WYOMING INC.


                                               By: /s/ John C. Hellmann
                                                  ----------------------------
                                               Name:   John C. Hellmann
                                               Title:  Chief Financial Officer







































Accepted and Agreed to
this 12 day of December, 2000

THE 1818 FUND III, L.P.

By:  Brown Brothers Harriman & Co.
     its General Partner


     By:    /s/ Walter Grist
            ----------------------------
     Name:  Walter Grist
     Title: Senior Manager


Mortimer B. Fuller, III

/s/ Mortimer B. Fuller, III
- ----------------------------------------

EX-99.1

                                                              Exhibit 99.1


       Australian Railroad Group Closes Acquisition of Westrail Freight;
  Genesee & Wyoming Inc. Completes Private Placement of Convertible Preferred
                                     Stock

          GREENWICH, Conn., December 18/PRNewswire/ -- Genesee & Wyoming Inc.
(GWI announced today that its joint venture, Australian Railroad Group Pty Ltd
(ARG), has completed the acquisition of Westrail Freight from the government
of Western Australia for approximately $323 million including working capital
and acquisition costs.  ARG is a joint venture owned 50% by GWI and 50% by
Wesfarmers Limited, a public corporation based in Perth, Western Australia.
Westrail Freight is composed of the freight operations of the formerly
state-owned railroad of Western Australia.  To complete the acquisition, GWI
contributed Australia Southern Railroad (ASR) to ARG along with GWI's
interest in the Asia Pacific Transport Consortium (APTC) -a consortium
selected to construct and operate the Alice Springs to Darwin railway line in
the Northern Territory of Australia.   APTC is currently expected to reach
financial close in early 2001.

          ARG is now the largest private rail operator in Australia with its
combined freight operations, including those of ASR and Westrail, serving the
western half of the Australian continent.  For the twelve months ended June
30, 2000, ARG had pro forma revenue of approximately $184 million and pro
forma EBITDA of approximately $57 million.  ARG has appointed Charles W.
Chabot, previously Senior Vice President of ASR, as Chief Executive Officer,
and Murray Vitlich, previously General Manager of a major forest products
unit of Wesfarmers, as Chief Financial Officer.  GWI will account for its 50%
ownership in ARG under the equity method of accounting and will therefore be
deconsolidating ASR from its consolidated financial statements.  GWI's
financial results for the fourth quarter of 2000 will include its equity
interest in the earnings of ARG and the deconsolidation of ASR for the final
15 days of December 2000.

          In addition to the contribution of ASR and APTC to ARG, GWI
contributed $19 million of cash while Wesfarmers contributed $62 million of
cash.  ARG also received $249 million in acquisition debt and $65 million in
construction and working capital facilities from Bank of America and the
Australia and New Zealand Banking Group Limited (ANZ), a portion of which was
used to refinance approximately $7.0 million in debt at ASR.  ARG was advised
on the acquisition of Westrail Freight by Credit Suisse First Boston.

          To fund its cash investment in Westrail Freight, GWI also announced
today that the Company has completed its previously announced private
placement of Convertible Preferred Stock (the Convertible Preferred) with the
1818 Fund III, L.P. (the Fund) managed by Brown Brothers Harriman & Co.  GWI
exercised its option to fund $20.0 million of a possible $25.0 million in
gross proceeds from the Convertible Preferred.  The Fund will also receive an
option to invest an additional $5.0 million in GWI provided that the Company
completes future acquisitions with an aggregate purchase price greater than
$25.0 million.  The Convertible Preferred has a conversion price of $23.00



per share, a cash coupon of 4.0%, is callable by GWI in four years, and is
mandatorily redeemable in eight years.  The Convertible Preferred has not
been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or applicable
exemption from registration requirements.

          Brown Brothers Harriman & Co. is the oldest and largest private
bank in America and is based in New York, New York.  The 1818 Funds, a family
of private equity partnerships managed by Brown Brothers Harriman, provide
growth equity capital to leading entrepreneurial companies.

          Wesfarmers is a public company listed on the Australian Stock
Exchange with a market capitalization of approximately $2.0 billion and
annual revenues of approximately $1.8 billion.  Its major businesses include
energy (coal and gas), fertilizers and chemicals, rural merchandising,
insurance and financial services, forest products, and transportation.
Wesfarmers is based in Perth, Western Australia.

          GWI is a leading operator of short line and regional freight
railroads in the United States, Canada, Australia, Mexico and Bolivia, and
provides freight car switching and related services to industrial companies
that have extensive railroad facilities within their complexes.  The Company
today operates in five countries on three continents over 7,700 miles of
owned and leased track.  It also operates over an additional 2,350 miles
under track access arrangements.  In October 2000, the Company was ranked
99th on Forbes magazine's list of the 200 best small companies in America.

          This press release contains forward-looking statements regarding
future events and the future performance of Genesee & Wyoming Inc. that
involve risks and uncertainties that could cause actual results to differ
materially including, but not limited to, economic conditions, customer
demand, increased competition in relevant markets, and others.  We refer you
to the documents that Genesee & Wyoming Inc. files from time to time with the
Securities and Exchange Commission, such as the Company's Forms 10-Q and 10-K
which contain additional important factors that could cause its actual
results to differ from its current expectations and from the forward-looking
statements contained in this press release.  All monetary references are in
US dollars and are based on current exchange rates.


SOURCE  Genesee & Wyoming Inc.                                 12/18/2000
    /CONTACT:  John C. Hellmann, Chief Financial Officer, Genesee & Wyoming
Inc., 203-629-3722/
    /Web site:  http://www.gwrr.com/
    (GNWR)

EX-99.2

                                                                  Exhibit 99.2

      Genesee & Wyoming Inc. Announces Refinancing of Mexican Subsidiary
                  with the International Finance Corporation

Greenwich, CT, December 8, 2000 /PRNewswire/-- Genesee & Wyoming Inc. (GWI)
(Nasdaq: GNWR) announced today that the Company has refinanced its Mexican
subsidiary, Compania de Ferrocarriles Chiapas-Mayab (FCCM), with $42.5
million of debt and equity capital.  FCCM received $27.5 million of non-
recourse debt from a bank syndicate led by the International Finance
Corporation (IFC) with participation by two European banks, Nederlandse
Financierings-Maatschappij Voor Ontwikkelingslanden, N.V. (FMO) of the
Netherlands and Deutsche Verkehrsbank AG of Germany.  In addition, the IFC
invested $1.9 million of equity for an indirect 12.7% interest in FCCM.  GWI
contributed an additional $13.1 million to FCCM and maintains 87.3%
ownership.  The IFC's equity stake in FCCM will be reported on GWI's
consolidated income statement as a minority interest.

     The $27.5 million credit facility consists of two tranches and a
parallel loan from FMO.  Tranche A is for $10.5 million and has a nine year
term.  Tranche B is for $10.0 million and has an eight year term.  FMO has
made available a separate loan of $7.0 million parallel to the B Tranche that
also has an eight year term.  Both tranches and the FMO loan have an interest
rate of six month LIBOR plus 350 basis points and principal repayments begin
in approximately two years.   The proceeds of the IFC and FMO financing were
used to retire GWI's Mexican term loan and Mexican revolver under the
Company's existing credit facility.  Along with its equity investment, the
IFC will receive a put option exercisable in 2005 to sell its equity stake in
FCCM to GWI.  The put price will be based on a multiple of enterprise value
to earnings before interest, taxes, depreciation and amortization (EBITDA).
For the nine months ended September 30, 2000, FCCM generated approximately
$6.8 million of EBITDA.

     In conjunction with the refinancing, GWI also amended its credit
facilities agreement with Fleet National Bank N.A., as agent for a syndicate
of six commercial banks.  The amendment increased GWI's U.S. revolver from
$58 million to $103 million.  As of September 30, 2000, pro forma for the IFC
refinancing and the Company's recently completed $6.66 million cash
investment in a Bolivian railroad, Empresa Ferroviaria Oriental, S.A. (the
Oriental), debt outstanding on GWI's U.S. revolver was $43.2 million.

     John C. Hellmann, GWI's Chief Financial Officer commented, "The
importance of the IFC and FMO refinancing is two-fold.  First, we have
completed a long-term, non-recourse debt financing with global financial
institutions that specialize in markets such as Mexico.  This long-term
commitment underscores the confidence of both GWI and the IFC in the
development of our Mexican business.  Second, by financing FCCM on a
standalone basis, we have increased the credit available to our U.S. and
Canadian properties.  As a result, this transaction strengthens GWI's
financial position for long-term growth and the execution of our acquisition
strategy."



     The International Finance Corporation, an affiliate of the World Bank,
specializes in debt and equity financing of private sector enterprises in
emerging markets.  In addition to FCCM, the IFC and GWI are already equity
participants in the Oriental, a railroad serving eastern Bolivia and
connecting to railroads in Argentina and Brazil.

     GWI is a leading operator of short line and regional freight railroads
in the United States, Canada, Australia, Mexico and Bolivia, and provides
freight car switching and related services to industrial companies that have
extensive railroad facilities within their complexes.  In 1999, GWI marked
the one-hundredth anniversary of its founding as a 14-mile railroad in
upstate New York.  The Company today operates in five countries on three
continents over 4,495 miles of owned and leased track.  It also operates over
an additional 2,700 miles under track access arrangements.  In October 2000,
the Company was ranked 99th on Forbes magazine's list of the 200 best small
companies in America.

     This press release contains forward-looking statements regarding future
events and the future performance of Genesee & Wyoming Inc. that involve
risks and uncertainties that could cause actual results to differ materially
including, but not limited to, economic conditions, customer demand,
increased competition in relevant markets, and others.  We refer you to the
documents that Genesee & Wyoming Inc. files from time to time with the
Securities and Exchange Commission, such as the Company's Forms 10-Q and 10-K
which contain additional important factors that could cause its actual
results to differ from its current expectations and from the forward-looking
statements contained in this press release.

SOURCE  Genesee & Wyoming Inc.                                 12/8/2000
    /CONTACT:  John C. Hellmann, Chief Financial Officer, Genesee & Wyoming
Inc., 203-629-3722/
    /Web site:  http://www.gwrr.com/
    (GNWR)