NOTICE OF GUARANTEED DELIVERY
CSX TRANSPORTATION, INC. NORFOLK SOUTHERN RAILWAY COMPANY
CONSOLIDATED RAIL CORPORATION
TO TENDER
OUTSTANDING 9 3/4% DEBENTURES DUE 2020 OF
CONSOLIDATED RAIL CORPORATION (CUSIP NO. 209864AT4) AND
OUTSTANDING 7 7/8% DEBENTURES DUE 2043 OF
CONSOLIDATED RAIL CORPORATION (CUSIP NO. 209864AU1)
AND GIVE CONSENT TO CERTAIN AMENDMENTS TO THE INDENTURE RELATED THERETO
PURSUANT TO THE EXCHANGE OFFER AND CONSENT SOLICITATION
DESCRIBED IN THE PROSPECTUS AND CONSENT SOLICITATION STATEMENT
DATED JULY 26, 2004 AND THE FIRST SUPPLEMENT THERETO DATED AUGUST 9, 2004
The Exchange Agent for the Exchange Offer and Consent Solicitation is:
THE BANK OF NEW YORK
<Table>
By Registered or Certified Mail: By Hand or Overnight Courier:
The Bank of New York Reorganization Unit The Bank of New York
101 Barclay Street, 7E Reorganization Unit
New York, New York 10286 101 Barclay Street
Attn: William Buckley/Carolle Montreuil Corporate Trust Services Window
New York, New York 10286
Attn: William Buckley/Carolle Montreuil
By Facsimile: Confirm by Telephone:
(212) 298-1915 (212) 815-5788/5920
</Table>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TO A NUMBER OTHER THAN AS LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
As described in the Prospectus and Consent Solicitation Statement and the
First Supplement thereto (each as defined below) and the related Letter of
Consent/Transmittal (as defined below), Consolidated Rail Corporation
("Conrail"), CSX Transportation, Inc. ("CSXT"), NYC Newco, Inc. ("NYC Newco"),
Norfolk Southern Railway Company ("NSR") and PRR Newco, Inc. ("PRR Newco," and
together with Conrail, CSXT, NYC Newco and NSR, the "Companies") have commenced
an offer to exchange all outstanding 9 3/4% Debentures of Conrail due June 15,
2020 (the "9 3/4% Conrail Debentures") and all outstanding 7 7/8% Debentures of
Conrail due May 15, 2043 (the "7 7/8% Conrail Debentures" and, together with the
9 3/4% Conrail Debentures, the "Conrail Debentures") for a combination of (i)
(x) 9 3/4% Notes due June 15, 2020 issued by NYC Newco and fully and
unconditionally guaranteed by CSXT and 9 3/4% Notes due June 15, 2020 issued by
PRR Newco and fully and unconditionally guaranteed by NSR and (y) a cash payment
of $15.00 per $1,000 principal amount of 9 3/4% Conrail Debentures validly
tendered, and (ii) (x) 7 7/8% Notes due May 15, 2043 issued by NYC Newco and
fully and unconditionally guaranteed by CSXT and 7 7/8% Notes due May 15, 2043
issued by PRR Newco and fully and unconditionally guaranteed by NSR and (y) a
cash payment of $22.25 per $1,000 principal amount of 7 7/8% Conrail Debentures
validly tendered, upon the terms and subject to the conditions set forth in the
Prospectus and Consent Solicitation Statement dated July 26, 2004 (as the same
may be amended or supplemented from time to time, the "Prospectus and Consent
Solicitation Statement"), the First Supplement thereto, dated August 9, 2004
(the "First Supplement") and in the accompanying revised Letter of
Consent/Transmittal dated August 9, 2004 (the "Letter of Consent/Transmittal").
The Companies are also soliciting (the "Consent Solicitation" and, together
with the Exchange Offer, the "Exchange Offer and Consent Solicitation") consents
(the "Consents") to certain proposed amendments as described in the Prospectus
and Consent Solicitation Statement (the "Proposed Amendments") to the Indenture
(as supplemented and amended, the "Conrail Indenture") dated as of May 1, 1990,
by Conrail and J.P. Morgan Trust Company, as successor Trustee, pursuant to
which the Conrail Debentures were issued. By validly tendering their Conrail
Debentures pursuant to the Exchange Offer and Consent Solicitation, Holders will
be concurrently consenting to the Proposed Amendments with respect to the full
principal amount of the Conrail Debentures so tendered on or prior to the
Expiration Date. On or promptly following receipt of the requisite consents,
Conrail and J.P. Morgan Trust Company, as successor Trustee will execute an
amendment to the Conrail Indenture (the "Supplemental Indenture") containing the
Proposed Amendments.
All capitalized terms used but not defined herein have the meanings
assigned to them in the Prospectus and Consent Solicitation Statement.
As set forth in the Prospectus and Consent Solicitation Statement under
"Description of This Exchange Offer and Consent and Solicitation -- Guaranteed
Delivery Procedures," and in the Instructions of the Letter of Consent/
Transmittal, this form, or one substantially equivalent hereto, or an agent's
message relating to the guaranteed delivery procedures, must be used to tender
Conrail Debentures and deliver the related Consents pursuant to the terms of the
Exchange Offer and Consent Solicitation where, (i) certificates representing
such Conrail Debentures are not immediately available, (ii) time will not permit
such Holder's Letter of Consent/Transmittal, certificates representing such
Conrail Debentures and all other required documents to reach the Exchange Agent
on or prior to the Expiration Date or (iii) the procedures for book-entry
transfer (including delivery of an agent's message) cannot be completed on or
prior to the Expiration Date. This form must be delivered by an Eligible
Institution by mail or hand delivery or transmitted via facsimile to the
Exchange Agent as set forth above.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Consent/Transmittal is required to be guaranteed by an Eligible
Institution under the instructions thereto, such signature guarantee must appear
in the applicable space provided in the Letter of Consent/Transmittal.
WE STRONGLY URGE EACH DTC PARTICIPANT WHO IS SUBMITTING TENDERS OF THE
CONRAIL DEBENTURES, ON BEHALF OF THEIR CLIENTS WHO ARE THE BENEFICIAL HOLDERS,
TO SUBMIT ONE TENDER FOR EACH BENEFICIAL HOLDER TO SIMPLIFY THE DISTRIBUTION OF
THE NEW CSXT NOTES AND NEW NSR NOTES. PLEASE NOTE THAT DISTRIBUTIONS OF THE NEW
CSXT NOTES AND NEW NSR NOTES WILL BE CALCULATED FOR EACH VOLUNTARY OFFERING
INSTRUCTION SUBMITTED.
Participants in DTC are responsible for allocating the New CSXT Notes and
the New NSR Notes, as well as fractional interests related thereto, to
beneficial owners and none of DTC, CSXT, NSR, the Exchange Agent, the
Information Agent or the Dealer Manager is responsible for such allocations.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to the Companies, upon the terms and
subject to the conditions set forth in the Prospectus and Consent Solicitation
Statement, the First Supplement and the Letter of Consent/Transmittal (receipt
of which is hereby acknowledged), the principal amount of the Conrail Debentures
specified below pursuant to the guaranteed delivery procedures set forth in the
Prospectus and Consent Solicitation Statement under "Description of This
Exchange Offer and Consent Solicitation -- Guaranteed Delivery Procedures." The
undersigned hereby authorizes the Exchange Agent to deliver this Notice of
Guaranteed Delivery to the Companies and the Trustee with respect to the Conrail
Debentures tendered pursuant to the Exchange Offer and Consent Solicitation.
The undersigned understands that by tendering its Conrail Debentures
pursuant to the Exchange Offer and Consent Solicitation, Holders will be
concurrently consenting to the Proposed Amendments with respect to the full
principal amount of the Conrail Debentures so tendered on or prior to the
Expiration Date.
After the Expiration Date, Conrail Debentures tendered in the Exchange
Offer and Consent Solicitation may not be withdrawn and the related Consents
will be irrevocable.
The undersigned understands that payment for Conrail Debentures tendered in
the Exchange Offer and Consent Solicitation will be made only after timely
receipt by the Exchange Agent of (i) a properly completed and duly executed
Letter of Consent/Transmittal (or a manually signed facsimile thereof), together
with any required signature guarantees and this Notice of Guaranteed Delivery,
and (ii) the certificates for all physically tendered Conrail Debentures, in
proper form for transfer (or a book-entry confirmation of the transfer of such
Conrail Debentures into the Exchange Agent's account at DTC as described in the
Prospectus and Consent Solicitation Statement), together with any other
documents required by the Letter of Consent/Transmittal, within three New York
Stock Exchange trading days after the date of execution of this Notice of
Guaranteed Delivery. The undersigned also understands that under no
circumstances will interest be payable by reason of any delay in making payment
to the undersigned and that the Cash Payments made in connection with the
exchange of Conrail Debentures pursuant to the guaranteed delivery procedures
will be the same as that for Conrail Debentures delivered to the Exchange Agent
on or prior to the Expiration Date.
All authority conferred, or agreed to be conferred, by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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9 3/4% CONRAIL DEBENTURES DUE 2020
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Authorized Signatory:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name(s) of Registered Holder(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal Amount of Conrail Debentures Tendered with Related Consents: $
--------
Certificate No.(s) of Conrail Debentures (if available):
-----------------------
Date:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone No.:
----------------------------------------------------
If Conrail Debentures will be delivered by book-entry transfer, fill in account
number below:
Account No.
---------------------------------------------------------------------
4
7 7/8% CONRAIL DEBENTURES DUE 2043
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Authorized Signatory:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name(s) of Registered Holder(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Principal Amount of Conrail Debentures Tendered with Related Consents: $
--------
Certificate No.(s) of Conrail Debentures (if available):
-----------------------
Date:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone No.:
----------------------------------------------------
If Conrail Debentures will be delivered by book-entry transfer, fill in account
number below:
Account No.
---------------------------------------------------------------------
5
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear(s) on certificate(s) for Conrail Debentures or on a
security position listing as the owner of such Conrail Debentures, or by
person(s) authorized to become Holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must
provide the following information.
Please print name(s) and addresses(s)
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address(es):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DO NOT SEND CONRAIL DEBENTURES WITH THIS FORM. CONRAIL DEBENTURES SHOULD BE
SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF CONSENT/TRANSMITTAL.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program (each, an "Eligible Institution") hereby
certifies that the tender of Conrail Debentures hereby complies with Rule 14e-4,
promulgated under the Securities Exchange Act of 1934, as amended, and
guarantees that the Conrail Debentures tendered hereby are in proper form for
transfer (pursuant to the procedures set forth in the Prospectus and Consent
Solicitation Statement under "Description of This Exchange Offer and Consent
Solicitation -- Guaranteed Delivery Procedures"), and that the Exchange Agent
will receive (i) a properly completed and duly executed Letter of
Consent/Transmittal (or a manually signed facsimile thereof), together with any
required signature guarantees and this Notice of Guaranteed Delivery, and (ii)
the certificates for all physically tendered Conrail Debentures, in proper form
for transfer (or a book-entry confirmation of the transfer of such Conrail
Debentures into the Exchange Agent's account at DTC as described in the
Prospectus and Consent Solicitation Statement), together with any other
documents required by the Letter of Consent/Transmittal, within three New York
Stock Exchange trading days after the date of execution of this Notice of
Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of
Consent/Transmittal and Conrail Debentures to the Exchange Agent within the time
period shown herein. Failure to do so could result in a financial loss to such
Eligible Institution.
Name of Firm:
- --------------------------------------------------------------------------------
Authorized Signature:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Area Code and Telephone Number):
- --------------------------------------------------------------------------------
Date:
- --------------------------------------------------------------------------------
7