It is HEREBY AGREED this ______ day of April, 2003.

Effective January 1, 2003, and payable in 2004 and 2005 locomotive engineers

represented by the undersigned General Committees will be eligible for a bonus up to a

maximum fifteen percent (15%) of their engineer earnings in the preceding calendar year.

Effective January 1, 2005 and payable in 2006, 2007 and 2008 locomotive engineers

represented by the undersigned General Committees will be eligible for a bonus up to a

maximum of ten (10%) of their engineer earnings in the preceding calendar year.

Effective January 1, 2008 and payable in 2009 and each year thereafter, locomotive

engineers represented by the undersigned General Committees will be eligible for a

bonus up to a maximum fifteen percent (15%) of their engineer earnings in the preceding

calendar year.

The terms and conditions for the administration of the Thoroughbred Performance Bonus

remain as specified in Article I, Sections 3 and 4 of the June 1996 Agreement between

the parties, subject to the maximums stated in Sections 1, 2 and 3 above.

The Brotherhood of Locomotive Engineers shall have the unilateral right to accept wage

increases as provided in Side Letter 1 in lieu of the bonus provided for by Section 3 of

this Article I effective on and after January 1, 2010 by providing written notice to the

Carrier of its intention to do so between November 1, 2009 and November 30, 2009.

(a) Not later than three months after the date of this Agreement each employee covered by

this Agreement who qualifies under subsection (b) shall be paid a Lump Sum of

2

$2,000.00. Such Lump Sum shall be paid in a separate check and shall be subject to

withholdings for applicable Federal, State and Local Taxes.

(b) To qualify for the Lump Sum an employee must:

(1) have an employment relationship with the Carrier as of April 1, 2003 or have

retired or died subsequent to the date of this Agreement; and

(2) (i) have compensation for active service performed during the period

February 1, 2003 through March 31, 2003, or

(ii) have been on authorized leave for such entire period of personal illness,

on-duty injury, or pursuant to the Family and Medical Leave Act, and

return to active service not later than August 1, 2003, or

(iii) have been out of service for such entire period due to Carrier disciplinary

action that is subsequently rescinded or overturned with pay for all time

lost.

(c) There shall be no duplication of the lump sum payment by virtue of employment under

an agreement with another organization, nor will such payment be used to offset,

construct or increase guarantees in protection agreement or arrangements. Engineers

receiving a lump sum payment under a separate agreement, such as the Longevity Bonus

contained in the 2002 UTU National Agreement, will receive the difference between that

amount and $2,000.00 (if otherwise eligible for the signing bonus).

Effective January 1, 2005 all standard basic daily rates of pay for employees represented

by the Brotherhood of Locomotive Engineers in effect on December 31, 2004 shall be

increased by four (4) percent.

Effective January 1, 2007 all standard basic daily rates of pay for employees represented

by the Brotherhood of Locomotive Engineers in effect on December 31, 2006 shall be

increased by two (2) percent.

3

A forty-eight cent ($0.48) per hour cost of living adjustment will be rolled into the basic

rates of pay effective December 31, 2004.

No additional cost-of-living adjustments are applicable while this agreement is in effect.

The BLE will work jointly with the Transportation Department to identify and achieve

mutually agreeable goals that enhance the efficiency of the operation and the level of service

provided to customers.

Depending on the success in achieving improvements to the designated metrics and at the

Carrier's sole discretion, the maximum bonus potential for calendar year 2007 payable in

2008 will be increased from 10% to 15%.

Effective with the date of this agreement, a twenty-five dollar ($25.00) per trip allowance

will be payable to engineers operating in through freight service who go on duty:

(1) between 12:00 a.m. Friday and 11:59 p.m. Sunday during any calendar

week; or

(2) between 12:00 a.m. and 11:59 p.m. on any of the eleven (11) recognized

holidays.

There will be no duplication or pyramiding of allowances through the application of (1)

and (2) above.

Effective January 1, 2004, the allowance referred to in Section 1 above will be increased

to thirty-five dollars ($35.00).

4

Effective the date of this agreement the meal allowance provided for by Article II, Section 2, of

the June 25, 1964 National Agreement, as amended, is increased from $6.00 to $9.00.

The Carrier will make the following contributions to the Brotherhood of Locomotive

Engineers 401(k) Savings Plan (BLE 401(k) Plan) as set forth below and Side Letter #6

of the February 12, 1999 BLE Implementing Agreement is cancelled effective January 1,

2004.

(a) Commencing with the year 2004, and from year to year thereafter, the Carrier will

match up to twenty percent (20%) of the contribution by an engineer to the BLE

401(k) plan. The Carrier's match (match) will be in the form of the Carrier's

common stock (in lieu thereof, the Carrier may contribute cash which the Plan

Administrator will use to purchase stock for the match).

(b) The match is subject to the following limitations:

(1) the match will apply to the first 10% of an employee's engineer earnings

which are the basis for his or her contribution to the BLE 401(k) Plan, so

that the match will not exceed two percent (2%) of the participating

employee's annual earnings; and

(2) the match will not exceed the maximum prescribed by law; and

(3) the match is contingent upon the extent to which the Thoroughbred

Performance Bonus is achieved. When the results achieved fall short of

the maximum percentage pay out, the match will be prorated in the same

manner as the Thoroughbred Performance Bonus. The first delivery of the

match to the Trustee of the BLE 401(k) Plan will occur during the first

quarter of 2005, reflecting Thoroughbred Performance Bonus performance

during 2003. Subsequent deliveries shall occur from year to year

thereafter.

(c) Effective January 1, 2004, engineers will no longer be permitted to make

contributions to the Thoroughbred Retirement Investment Plan. The Carrier will

develop appropriate procedures to minimize the administrative difficulties

associated with employees flowing in and out of the engineer craft.

5

Effective January 1, 2004, the BLE will assume responsibility for all administrative costs

associated with the plan.

The purpose of this Agreement is to fix the general level of compensation during the

period of the Agreement. This Agreement shall remain in effect through December 31,

2009 and thereafter until changed or modified in accordance with the provisions of the

Railway Labor Act. No party to this agreement shall serve, prior to November 1, 2009

(not to become effective before January 1, 2010) any notice or proposal (and any pending

notices or proposals are hereby withdrawn). [This paragraph will not operate to prevent

the application of Section 2 below.]

It is expected that a national agreement (hereafter “NA”) settling notices served by BLE

and various railroads on or about November 1, 1999 will be reached in the future. It is

also expected that, following the moratorium period contained in that NA, a subsequent

national agreement (hereafter SNA) will be reached. It is agreed that the following

provisions (under these or similar designations), if any, contained in the NA will be

applicable to employees of the Carriers signatory to this Agreement: health & welfare

(H&W), retirement, disability, availability, holidays, personal days, sick days,

bereavement leave, vacation, off-track vehicle insurance, and detention time. It is also

agreed that the following provisions (under these or similar designations), if any,

contained in the SNA will be applicable to employees covered by this Agreement: H&W,

cost saving, productivity improvement, classification, and staffing.

It is intended that adoption of the H&W provisions from the NA and the SNA will a)

cause the same plan design changes as are contained in those national agreements to be

applicable to employees covered by this Agreement; and b) require employees to make

H&W contributions in the same amounts and, except as provided below, on the same

periodic basis as employees covered by those national agreements. The future value of i)

any H&W contributions required for periods prior to January 1, 2004 shall be deducted

from any bonus payable under Article I for calendar year 2003 (and payable in 2004);

and ii) any H&W contributions required during 2004 plus any uncollected amount under

i) above shall be deducted from any bonus payable under Article I for calendar year 2004

(and payable in 2005). Any uncollected H&W contributions required under i) and ii)

6

above will be collected from subsequent bonus amounts payable under Article I. Such

H&W deductions will be effected by recalculating the involved bonus amount so as to

reduce it by the amount of the involved contribution. The future value of such H&W

contributions will be calculated to reflect its actuarial value. Periodic employee

contribution to H&W will commence on January 1, 2005 concurrent with the first general

wage increase.

SIGNED AT NORFOLK, VIRGINIA THIS _______ DAY OF ________________, 2003.

FOR THE EMPLOYEES REPRESENTED

BY THE BROTHERHOOD OF

FOR THE CARRIERS: LOCOMOTIVE ENGINEERS:

________________________________ ________________________________

J. A. Hixon W. E. Knight, General Chairman

Senior Vice President Administration

Norfolk Southern Railway Company

________________________________

L. W. Sykes, General Chairman

________________________________

R. C. Wallace, General Chairman

PARTICIPATING CARRIERS:

Norfolk Southern Railway Company

The Alabama Great Southern Railway Company

Atlantic & East Carolina Railway Company

Central of Georgia Railway Company

The Cincinnati, New Orleans & Texas Railway Company

Georgia Southern and Florida Railway Company

Tennessee, Alabama and Georgia Railway Company

Tennessee Railway Company

7

April __, 2003

Side Letter No. 1

Mr. W. E. Knight Mr. L. W. Sykes Mr. R. C. Wallace

General Chairman, BLE General Chairman, BLE General Chairman, BLE

P. O. Box 279, South Street 10874 Beech Daly Road P. O. Box 16039

Wheelersburg, Ohio 45694 Taylor, Michigan 48180 Asheville, North Carolina 28816

Gentlemen:

This confirms our understanding in the event that the Brotherhood of Locomotive Engineers

elects to exercise the opt out provision of Article I, Section 5 of the Agreement of this date.

Articles I of the Agreement of this date and all other monetary enhancements granted by the

Carrier in the June 1, 1996 Agreement, March 6,2000 Agreement and the Agreement of this date

are cancelled collectively effective January 1, 2010. These monetary enhancements include:

The $2000 bonus paid under Article II of the Agreement of this date shall be recovered from them

2009 Thoroughbred Performance Bonus payable in 2010 under Article I. Such recovery shall be

reduced by the signing bonuses, if any, provided in the National Agreement (NA) and the Subsequent

National Agreement (SNA). In the event an engineer’s 2009 bonus amount is insufficient to recover

the required amount, then the difference will be recovered through payroll deductions.

In lieu thereof, from and after January 1, 2010 all standard basic daily rates of pay for employees

represented by the Brotherhood of Locomotive Engineers under this Agreement shall be adjusted to

standard rates of pay, including general wage increases (net of the 6% of general wages increase

provided by this Agreement), Cost of Living Adjustments, entry rates, 401(k), and dead-heading

8

Mr. W. E. Knight, et al

April __, 2003

Side Letter No. 1

Page 2

Provisions, if any, as provided by the NA and the SNA. Additionally, the certification allowance

provided by Arbitration Board No. 564 will apply.

Please acknowledge your agreement by signing your name in the space provided below.

Very truly yours,

/s/ J. A. Hixon

Agreed:

__________________________

W. E. Knight, General Chairman

__________________________

L. W. Sykes, General Chairman

__________________________

R. C. Wallace, General Chairman

9

April __, 2003

Side Letter No. 2

Mr. W. E. Knight Mr. L. W. Sykes Mr. R. C. Wallace

General Chairman, BLE General Chairman, BLE General Chairman, BLE

P. O. Box 279, South Street 10874 Beech Daly Road P. O. Box 16039

Wheelersburg, Ohio 45694 Taylor, Michigan 48180 Asheville, North Carolina 28816

Gentlemen:

This confirms our understanding with respect to the Agreement of this date.

The parties agree that the current payroll system needs to be simplified and agree to develop an

appropriate method to do so. The simplified payroll system will be achieved in a cost neutral

matter and will not include payments for terminal delay. In the event the parties cannot reach

agreement on the appropriate method within one year of the date of the BLE National Agreement

(NA), either party may submit the matter to arbitration. If the parties cannot agree on an

arbitrator to hear the dispute, an arbitrator will be appointed by the National Mediation Board.

Please acknowledge your agreement by signing your name in the space provided below.

Very truly yours,

/s/ J. A. Hixon

Agreed:

__________________________________

W. E. Knight, General Chairman

__________________________________

L. W. Sykes, General Chairman

__________________________________

R. C. Wallace, General Chairman

10

April __, 2003

Side Letter No. 3

Mr. W. E. Knight Mr. L. W. Sykes Mr. R. C. Wallace

General Chairman, BLE General Chairman, BLE General Chairman, BLE

P. O. Box 279, South Street 10874 Beech Daly Road P. O. Box 16039

Wheelersburg, Ohio 45694 Taylor, Michigan 48180 Asheville, North Carolina 28816

Gentlemen:

This confirms our understanding with respect to the Agreement of this date.

It is understood that the weekend/holiday differentials called for by Article VI (Sections 1 and 2)

are not subject to future wage increases.

Please acknowledge your agreement by signing your name in the space provided below.

Very truly yours,

/s/ J. A. Hixon

Agreed:

__________________________________

W. E. Knight, General Chairman

__________________________________

L. W. Sykes, General Chairman

__________________________________

R. C. Wallace, General Chairman