-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EbTLvq4mBe4dbME88Nj9WAsX0WRaGoixWRoSfmfGO8faP5zdK7+7rFSkXY9TkbPc dnaatVXBHSRCmrQVYZKNhg== 0001192482-06-000318.txt : 20060601 0001192482-06-000318.hdr.sgml : 20060601 20060601160653 ACCESSION NUMBER: 0001192482-06-000318 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060530 FILED AS OF DATE: 20060601 DATE AS OF CHANGE: 20060601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE & WYOMING INC CENTRAL INDEX KEY: 0001012620 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 060984624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benz James W CENTRAL INDEX KEY: 0001326526 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 06880226 BUSINESS ADDRESS: BUSINESS PHONE: 203-629-3722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-05-30 0001012620 GENESEE & WYOMING INC GWR 0001326526 Benz James W 66 FIELD POINT ROAD GREENWICH CT 06830 0 1 0 0 Chief Operating Officer Class A Common Stock, $.01 par value 2006-05-30 4 A 0 2889 0 A 53016 D Stock Option (Right to Buy) 29.41 2006-05-30 4 A 0 23105 0 A 2011-05-30 Class A Common Stock, $.01 par value 23105 23105 D This restricted stock award was granted under the Genesee & Wyoming Inc. 2004 Omnibus Incentive Plan and will vest in three equal annual installments, beginning May 30, 2007. Amount of securities beneficially owned reflects an adjustment for a three-for-two common stock split in the form of a 50% stock dividend paid on March 14, 2006 to shareholders of record on February 28, 2006. This option was granted under the Genesee & Wyoming Inc. 2004 Omnibus Incentive Plan and will vest in three equal annual installments, beginning May 30, 2007. Allison M. Fergus, Attorney in Fact for James W. Benz 2006-06-01 EX-24 2 benzpoa.htm

POWER OF ATTORNEY

Know all by these presents, that the undersigned

hereby constitutes and appoints Allison M. Fergus the

undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the

undersigned, in the undersigned's capacity as an

officer and/or director of Genesee & Wyoming Inc.

(the "Company"), Forms 3, 4, and 5 in accordance

with Section 16(a) of the Securities Exchange Act

of 1934 and the rules thereunder;

(2) do and perform any and all acts for

and on behalf of the undersigned which may be

necessary or desirable to complete and execute any

such Form 3, 4, or 5, complete and execute any

amendment or amendments thereto, and timely file

such form with the United States Securities and

Exchange Commission and any stock exchange or

similar authority; and

(3) take any other action of any type

whatsoever in connection with the foregoing which,

in the opinion of such attorney-in-fact, may be of

benefit to, in the best interest of, or legally

required by, the undersigned, it being understood

that the documents executed by such attorney-in-

fact on behalf of the undersigned pursuant to this

Power of Attorney shall be in such form and shall

contain such terms and conditions as such attorney-

in-fact may approve in such attorney-in-fact's

discretion.

The undersigned hereby grants to each such attorney-

in-fact full power and authority to do and perform any and every

act and thing whatsoever requisite, necessary or proper to be

done in the exercise of any of the rights and powers herein

granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all

that such attorney-in-fact, or such attorney-in-fact's

substitute or substitutes, shall lawfully do or cause to be done

by virtue of this power of attorney and the rights and powers

herein granted.  The undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the request of

the undersigned, are not assuming, nor is the Company assuming,

any of the undersigned's responsibilities to comply with Section

16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and

effect until the undersigned is no longer required to file Forms

3, 4 and 5 with respect to the undersigned's holdings of and

transactions in securities issued by the Company, unless earlier

revoked by the undersigned in a signed writing delivered to the

foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this

Power of Attorney to be executed as of this 10th day of January,

2006.

_/s/_ James W. Benz

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