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EXHIBIT 99.1
PROXY
CONRAIL INC.
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF CONRAIL INC. FOR THE
SPECIAL MEETING OF SHAREHOLDERS, [DATE]
The undersigned hereby constitutes and appoints Timothy T. O'Toole and Bruce B.
Wilson, and each or either of them, as true and lawful agents and proxies with
full power of substitution in each to represent the undersigned at the Special
Meeting of Shareholders of Conrail Inc. ("Conrail") to be held on [DATE], at
[TIME], at [ADDRESS], and at any adjournments thereof, on all matters coming
before said meeting. A participant in the Consolidated Rail Corporation Matched
Savings Plan (the "ESOP") desiring that Fidelity Management Trust Company, as
trustee under the ESOP (the "Trustee"), vote shares of Conrail Series A ESOP
Convertible Junior Preferred Stock ("ESOP Stock") allocated to such
participant's account should so instruct the Trustee by completing the trustee
instruction card that has been provided to ESOP participants for such purpose.
ESOP participants cannot vote their shares of ESOP Stock or instruct the
trustee as to how to vote their shares of ESOP Stock by completing this proxy
card.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX ON THE
REVERSE SIDE OF THE PROXY CARD. IF YOU SIGN AND RETURN THIS PROXY CARD BUT DO
NOT MARK ANY BOXES, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PERSONS LISTED ABOVE CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS PROXY CARD.
SEE REVERSE
SIDE
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[X] Please mark your
vote as in this
example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:
FOR AGAINST ABSTAIN
The Proposal to adopt and approve the Agreement [ ] [ ] [ ]
and Plan of Merger, dated as of October 14, 1996,
by and among Conrail, CSX Corporation, a Virginia
corporation, and Green Acquisition Corp., a
Pennsylvania corporation and a wholly owned
subsidiary of CSX, as amended, supplemented or
modified from time to time, and the transactions
contemplated thereby.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE WITH RESPECT TO THE
VOTING OF SHARES, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL DESCRIBED ABOVE.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED POSTAGE
PAID RETURN ENVELOPE.
Signature(s)______________________________Title____________________Date_________
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
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CONRAIL INC.
INSTRUCTION CARD SOLICITED BY
FIDELITY MANAGEMENT TRUST COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS, [DATE]
As a participant in the Consolidated Rail Corporation Matched Savings Plan (the
"Plan") whose Plan account has been credited with shares of Conrail Inc.
("Conrail") Series A ESOP Convertible Junior Preferred Stock ("ESOP Preferred
Shares") as of [RECORD DATE], the undersigned hereby directs Fidelity
Management Trust Company, as trustee of the Plan (the "Trustee"), to vote all
such ESOP Preferred Shares at the Special Meeting of Shareholders of Conrail
Inc. to be held on [DAY], [DATE], at [TIME] at [ADDRESS], and at any
adjournments thereof, as designated on the reverse side of this Instruction
Card. The Trustee will vote the number of ESOP Preferred Shares credited to
your Plan account as of [RECORD DATE] (or such other record date as may be
established by the Board of Directors of Conrail), as you instruct if your
executed Instruction Card is RECEIVED by Midnight, [DATE], at the address on
the enclosed postage paid return envelope. THE TRUSTEE MAKES NO RECOMMENDATION
TO PLAN PARTICIPANTS AS TO HOW ESOP PREFERRED SHARES CREDITED TO THEIR PLAN
ACCOUNTS SHOULD BE VOTED. The voting instructions of each Plan participant are
confidential and will not be revealed to the Company, or any proposed purchaser
or their affiliates.
If you do not sign and return this Instruction Card, or if you sign and return
this Instruction Card but do not mark the boxes, ESOP Preferred Shares credited
to your Plan account will be voted by the Trustee, together with unallocated
ESOP Preferred Shares, in the same manner and proportion as the shares of ESOP
Preferred Shares credited to participants' accounts for which valid voting
instructions are received, unless otherwise required by applicable law.
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SEE REVERSE
SIDE
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[x] Please mark your
instruction as in
this example.
FOR AGAINST ABSTAIN
The Proposal to adopt and approve the Agreement and Plan [ ] [ ] [ ]
of Merger, dated as of October 14, 1996, by and among
Conrail, CSX Corporation, a Virginia corporation, and
Green Acquisition Corp., a Pennsylvania corporation
and a wholly owned subsidiary of CSX, as amended,
supplemented or modified from time to time, and the
transactions contemplated thereby.
THIS INSTRUCTION CARD WHEN PROPERLY EXECUTED
WILL BE USED BY THE TRUSTEE TO DETERMINE HOW TO
VOTE ESOP PREFERRED SHARES CREDITED TO THE
ACCOUNT OF THE UNDERSIGNED PLAN PARTICIPANT AS
DIRECTED HEREIN, UNLESS OTHERWISE REQUIRED BY
APPLICABLE LAW.
PLEASE MARK, SIGN, DATE AND RETURN THIS
INSTRUCTION CARD PROMPTLY USING THE ENCLOSED
POSTAGE PAID RETURN ENVELOPE.
SIGNATURE(S)________________________ TITLE _________________ DATE _____________
Note: Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.