109

                              AMENDMENT NO. 1 TO
                           PRR OPERATING AGREEMENT

     This AMENDMENT NO. 1 TO THE PRR OPERATING AGREEMENT (this "Amendment")
dated as of September 29, 2001 is by and between PENNSYLVANIA LINES LLC, a
Delaware limited liability company, as Owner, and NORFOLK SOUTHERN RAILWAY
COMPANY, a Virginia corporation, as Operator.

     WHEREAS, Owner and Operator have entered into that certain Operating
Agreement dated June 1, 1999 (the "Agreement");

     WHEREAS, Owner and Operator have determined to amend the Agreement
as set forth herein;

     NOW, THEREFORE, the parties hereby amend the Agreement as follows:

     Section 6.3 of the Agreement is amended to read as follows:

     SECTION 6.3  Confirmation of Settlement Account.  Within six (6)
months of the crediting of an amount to the Settlement Account, the
Appraisal Procedure shall be used to confirm that credits to the Settlement
Account were based on the fair market value of the relevant Allocated
Assets consistent with the terms of this Agreement.  The Settlement Account
shall be adjusted consistent with the outcome of the Appraisal Procedure
and the payments made pursuant to Section 6.2 hereof shall reflect any
such adjustments.

	[The remainder of this page has been intentionally left blank.]


                                      110

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.


                    PENNSYLVANIA LINES LLC,
                    as OWNER


                    By:	______________________________________

                    Name:	________________________________

                    Title:	________________________________



                    NORFOLK SOUTHERN RAILWAY COMPANY,
                    as OPERATOR


                    By:	______________________________________

                    Name:     ________________________________

                    Title:    ________________________________