EXHIBIT 10.2 TAX ALLOCATION AGREEMENT

Tax Allocation or Sharing Agreement

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GREEN ACQUISITION CORP, | CONRAIL INC., | CONSOLIDATED RAIL CORPORATION, | PENNSYLVANIA LINES LLC, | NEW YORK CENTRAL LINES LLC

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Title: EXHIBIT 10.2 TAX ALLOCATION AGREEMENT
Governing Law: Delaware Date: 9/2/2004
Law Firm: Norfolk Southern Corporation; CSX Corporation

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EXHIBIT 10.2

TAX ALLOCATION AGREEMENT

by and among

GREEN ACQUISITION CORP,

CONRAIL INC.,

CONSOLIDATED RAIL CORPORATION,

PENNSYLVANIA LINES LLC,

and

NEW YORK CENTRAL LINES LLC

Dated as of August 27, 2004

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TABLE OF CONTENTS

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Page

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ARTICLE I DEFINITIONS................................................................................ 2

ARTICLE II ALLOCATION OF INCOME TAXES AND OTHER TAXES................................................. 8

Section 2.01. Allocation of U.S. Federal Income Taxes.......................................... 8

Section 2.02. Allocation of State and Local Income Taxes....................................... 8

Section 2.03. Allocation of Taxes Other Than Income Taxes...................................... 9

ARTICLE III TAXES ATTRIBUTABLE TO THE CSX DISTRIBUTIONS AND THE NS DISTRIBUTIONS; ADDITIONAL RULINGS... 9

Section 3.01. Restrictions on Post-Distribution Actions........................................ 9

Section 3.02. Allocation of Distribution Related Liability..................................... 10

Section 3.03. Special Representations.......................................................... 11

ARTICLE IV FILING OF INCOME TAX RETURNS; PAYMENT OF INCOME TAXES...................................... 12

Section 4.01. Tax Returns for Pre-Distribution Periods......................................... 12

Section 4.02. Tax Returns for Post-Distribution Periods........................................ 13

Section 4.03. Preparation of Returns........................................................... 13

ARTICLE V TAX CONTESTS............................................................................... 14

Section 5.01. Notification, Participation and Consultation..................................... 14

Section 5.02. Pre-Distribution Periods......................................................... 15

Section 5.03. Post-Distribution Periods........................................................ 15

ARTICLE VI COOPERATION AND RECORD RETENTION........................................................... 16

Section 6.01. Cooperation...................................................................... 16

Section 6.02. Record Retention................................................................. 16

ARTICLE VII MISCELLANEOUS MATTERS...................................................................... 16

Section 7.01. Amendment and Waiver............................................................. 16

Section 7.02. Entire Agreement................................................................. 16

Section 7.03. Notices.......................................................................... 16

Section 7.04. Dispute Resolution............................................................... 17

Section 7.05. Remedies......................................................................... 18

Section 7.06. Successors and Assigns........................................................... 18

Section 7.07. Severability; No Presumption Against Drafter..................................... 18

Section 7.08. Counterparts..................................................................... 18

Section 7.09. Descriptive Headings............................................................. 18

Section 7.10. No Third-Party Beneficiaries..................................................... 18

Section 7.11. Form of Payments and Late Payments............................................... 18

Section 7.12. Confidentiality.................................................................. 18

Section 7.13. Governing Law.................................................................... 19

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TAX ALLOCATION AGREEMENT

This Tax Allocation Agreement, dated as of August 27, 2004 (this

"AGREEMENT"), is entered into by and among Green Acquisition Corp., a

Pennsylvania corporation ("GREEN"), Conrail Inc., a Pennsylvania corporation

("CRR"), Consolidated Rail Corporation, a Pennsylvania corporation ("CRC"),

Pennsylvania Lines LLC, a Delaware limited liability company ("PRR") and New

York Central Lines LLC, a Delaware limited liability company ("NYC"); and,

solely for purposes of Articles III of this Agreement, CSX Corporation, a

Virginia corporation ("CSX") and Norfolk Southern Corporation, a Virginia

corporation ("NS").

RECITALS

A. WHEREAS, Green is the common parent of an affiliated group of

corporations (the "AFFILIATED GROUP"), as defined in Code (as defined herein)

Section 1504(a), filing a U.S. federal consolidated Income Tax Return (as such

terms are defined herein);

B. WHEREAS, CRR is a wholly-owned Subsidiary of Green and CRC is a

wholly-owned Subsidiary of CRR;

C. WHEREAS, PRR and NYC are limited liability companies that are

wholly-owned by CRC and are treated (i) as divisions of CRC for U.S. federal

Income Tax purposes and by some states and local governments for state and local

Tax purposes and (ii) as corporations by other states and local governments for

state and local Tax purposes;

D. WHEREAS, CSX and certain of its Subsidiaries, NS and certain of its

Subsidiaries, and Green and certain of its Subsidiaries have entered into the

Distribution Agreement, dated as of July 26, 2004 (the "DISTRIBUTION

AGREEMENT");

E. WHEREAS, capitalized terms used but not defined herein have the

meanings ascribed to them in the Distribution Agreement;

F. WHEREAS, upon the terms and subject to the conditions set forth in the

Distribution Agreement, effective on the Distribution Date, (i) CRC shall

Transfer the NYC Membership Interest to NYC Newco (the "NYC SEPARATION") and the

PRR Membership Interest to PRR Newco (the "PRR SEPARATION," together with the

NYC Separation, the "SEPARATIONS"), in exchange for 99.9% of the outstanding

common stock of each of NYC Newco (the "NYC SHARES") and PRR Newco (the "PRR

SHARES," together with the NYC Shares the "NEWCO SHARES"), respectively, and new

debentures issued by each of NYC Newco and PRR Newco, respectively, (ii) CRC

shall then Transfer the Newco Shares to CRR, (iii) CRR shall then Transfer the

Newco Shares to Green (the Transfers in steps (ii) and (iii), to the extent they

relate to the NYC Shares, the "NYC INTERNAL DISTRIBUTIONS," and, to the extent

they relate to the PRR Shares, the "PRR INTERNAL DISTRIBUTIONS," collectively

the "INTERNAL DISTRIBUTIONS"), (iv) Green shall then Transfer the Newco Shares

to CRR Parent (the Transfer of the NYC shares to CRR Parent, the "NYC

DISTRIBUTION," and the transfer of the PRR Shares to CRR Parent, the "PRR

DISTRIBUTION," collectively, the "DISTRIBUTIONS") and (v) CRR Parent shall then

Transfer the NYC Shares to CSX and the PRR Shares to NS. CSX then may engage in

various transactions with respect to the NYC Shares and NYC Newco and NS then

may engage in various transactions with respect to the PRR Shares and PRR Newco

respectively;

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G. WHEREAS, the Internal Distributions and the Distributions are intended

to qualify as Tax free under Code Sections 368 and 355;

H. WHEREAS, it is the intent and desire of the parties hereto that a

method be established for allocating certain Taxes among the Parties, for the

treatment of refunds of certain Taxes, and for the conduct of Tax Contests (as

defined herein) that could result in a redetermination of certain Taxes.

I. NOW, THEREFORE, in consideration of the mutual covenants and promises

contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

As used in this Agreement, the following terms (whether used in the

singular or the plural) shall have the following meanings:

"ADDITIONAL RULING" has the meaning set forth in Section 3.02(c).

"AFFILIATED GROUP" has the meaning set forth in the Recitals.

"AGREEMENT" has the meaning set forth in the Preamble.

"ALLOCABLE SHARE" means, with respect to the CRR Group, NYC Group and the

PRR Group, an amount equal to the consolidated U.S. federal Income Tax liability

of such Applicable Group for the relevant Tax Period as reflected on that

groups' Pro Forma Consolidated Federal Income Tax Return for such Tax Period;

provided, however, that, if any Applicable Group has a consolidated U.S. federal

Income Tax loss for any Tax Period, such group's consolidated U.S. federal

Income Tax liability for such Tax Period shall be treated as zero.

"APPLICABLE GROUP" has the meaning set forth in the definition of Pro

Forma Consolidated Federal Income Tax Return.

"CODE" means the U.S. Internal Revenue Code of 1986, as amended, or any

successor law.

"CONSOLIDATED GROUP" means an affiliated group of corporations within the

meaning of Code Section 1504 (or any analogous state or local law) that files a

consolidated, combined or unitary Return.

"CONTEMPLATED ACTIONS" has the meaning set forth in Section 3.02(c).

"CRC" has the meaning set forth in the Preamble.

"CRR" has the meaning set forth in the Preamble.

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"CRR GROUP" means CRR and its Subsidiaries (excluding the PRR Group and

the NYC Group).

"CSX" has the meaning set forth in the Preamble.

"CSX ENTITIES" has the meaning set forth in Section 3.01(a).

"DISTRIBUTIONS" has the meaning set forth in the Recitals.

"DISTRIBUTION AGREEMENT" has the meaning set forth in the Recitals.

"EXEMPTION AMOUNT" means, (A) in the case of the PRR Group, an amount

equal to the largest amount that both (i) does not exceed (but may equal) the

PRR Group's Allocable Share and (ii) when multiplied by 0.724137931 does not

exceed (but may equal) the NYC Group's Allocable Share, (B) in the case of the

NYC Group, an amount equal to the product of (i) the PRR Group's Exemption

Amount and (ii) 0.724137931, and (C) in the case of all other Group's, the

Exemption Amount shall be zero. The Parties agree and acknowledge that the

calculation of the Exemption Amount for the NYC Group and the PRR Group may be

an iterative calculation and agree that such a calculation shall be made with

the goal of determining, and in a manner that will result in, the largest

Exemption Amount for each. The Exemption Amount shall only apply to offset Taxes

described in Section 2.01(a).

"FINAL DETERMINATION" means any final determination of liability in

respect of a Tax that, under applicable law, is not subject to further appeal,

review or modification through proceedings or otherwise (including the

expiration of a statute of limitations or a period for the filing of claims for

refund, amended Returns or appeals from adverse determinations).

"GREEN" has the meaning set forth in the Preamble.

"GREEN CONSOLIDATED GROUP" shall mean Green, the CRR Group, the CRC Group,

the PRR Group, and the NYC Group.

"GREEN CONSOLIDATED RETURN" means any Tax Return with respect to U.S.

federal Income Taxes filed on a consolidated basis wherein Green and any one or

more of Green's Subsidiaries join in the filing of such Return for any Tax

Period or portion thereof.

"INCOME TAX" means all taxes based, in whole or in part, on net income or

gross income (including alternative minimum and estimated taxes), together with

any interest, penalties, additions to tax or additional amounts that may become

payable in respect thereof, imposed by any U.S. federal, state, local, foreign

or other taxing authority on a Party.

"INDEMNIFYING PARTY" shall have the meaning set forth in Section 5.02(c).

"INTERNAL DISTRIBUTIONS" has the meaning set forth in the Recitals.

"NEWCO SHARES" has the meaning set forth in the Recitals.

"NS" has the meaning set forth in the Preamble.

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"NS ENTITIES" has the meaning set forth in Section 3.01(b).

"NYC" has the meaning set forth in the Preamble.

"NYC DISTRIBUTION" has the meaning set forth in the Recitals.

"NYC GROUP" means NYC and its Subsidiaries.

"NYC INTERNAL DISTRIBUTIONS" has the meaning set forth in the Recitals.

"NYC SEPARATION" has the meaning set forth in the Recitals.

"NYC SHARES" has the meaning set forth in the Recitals.

"PARTY" means, as the context requires, one or more of Green, CRR Group, a

member of the CRR Group, CRC Group, a member of the CRC Group, PRR Group, a

member of the PRR Group, NYC Group, or a member of the NYC Group.

"PERSON" means any individual and any partnership, joint venture,

corporation, limited liability company, trust, unincorporated organization or

other business entity formed or operating under applicable U.S. federal, state

or foreign law.

"POST-DISTRIBUTION PERIOD" means any Tax Period that, to the extent it

relates to a member of the NYC Group or the PRR Group, begins after a

Distribution Date.

"PRE-DISTRIBUTION PERIOD" means any Tax Period that, to the extent it

relates to a member of the NYC Group or the PRR Group, ends on or before the

Distribution Date.

"PRO FORMA CONSOLIDATED FEDERAL INCOME TAX RETURN" means a consolidated

U.S. federal Income Tax Return prepared as if NYC, in the case of the NYC Group

and PRR, in the case of the PRR Group, filed a consolidated federal Income Tax

Return on behalf of the other eligible members of the NYC Group and the PRR

Group as applicable (such applicable group, the "APPLICABLE GROUP"), for such

taxable year; provided, however, that for purposes of preparing such

consolidated federal Income Tax Return for a taxable period that includes the

Distribution Date, the taxable period of the NYC Group and the PRR Group shall

be treated as ending on the Distribution Date. Pro Forma Consolidated Federal

Income Tax Returns shall be prepared in accordance with the following

principles:

(a) in the case of the PRR Group and the NYC Group, each Pro Forma

Consolidated Federal Income Tax Return shall be prepared as if PRR and NYC

were corporations and were the common parent filing consolidated federal

income tax returns with its eligible Subsidiaries;

(b) each Pro Forma Consolidated Federal Income Tax Return shall be

prepared as if the Applicable Group had never been included in the Green

Consolidated Group and did not include members of any other Applicable

Group;

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reflect any actual short taxable years resulting from the Applicable Group

joining or leaving the Green Consolidated Group;

(d) each Pro Forma Consolidated Federal Income Tax Return shall

reflect any carryovers of net operating losses, net capital losses, excess

Tax credits, or other Tax attributes ("TAX ITEMS") from prior years' Pro

Forma Consolidated Federal Income Tax Returns that could have been

utilized by the Applicable Group if no member of the Applicable Group had

ever been included in the Green Consolidated Group and all Pro Forma

Consolidated Federal Income Tax Returns had been actual consolidated

federal Income Tax Returns; provided, however, that such consolidated

federal Income Tax Returns shall not reflect any carryovers of any Tax

Items from a Tax Period ending on or before the date of the Transaction

Agreement, including Tax Items that arise from any adjustment to taxable

income, regardless whether such Tax Items were utilized on a consolidated

federal Income Tax Return of Green for such a Tax Period;

(e) each Pro Forma Consolidated Federal Income Tax Return shall be

prepared such that the provisions of the Code that require consolidated

computations, such as Code Sections 1201-1212 and 1231, shall be applied

separately to each Applicable Group;

(f) each Pro Forma Consolidated Federal Income Tax Return shall

apply Treas. Reg. Section 1.1502-13 as if the Applicable Group and the

Green Consolidated Group (including the members of the NYC Group and the

PRR Group) were a single affiliated group; provided, however, that if and

when the Applicable Group ceases to be included in the Green Consolidated

Group each Pro Forma Consolidated Federal Income Tax Return also shall

include any gains or losses of the members of the Applicable Group on

transactions that must be taken into account pursuant to Treas. Reg.

Section 1.1502-13 and reflected on the Green Consolidated Return; and

(g) each Pro Forma Consolidated Federal Income Tax Return shall be

prepared, to the extent practicable and not inconsistent with items (a)

through (f) of this definition, in a manner consistent with Green's

preparation of the consolidated U.S. federal Income Tax Return for the

Affiliated Group for the relevant Tax Period.

"PRR" has the meaning set forth in the Preamble.

"PRR DISTRIBUTION" has the meaning set forth in the Recitals.

"PRR GROUP" means PRR and its Subsidiaries.

"PRR INTERNAL DISTRIBUTIONS" has the meaning set forth in the Recitals.

"PRR SEPARATION" has the meaning set forth in the Recitals.

"PRR SHARES" has the meaning set forth in the Recitals.

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"RETURN" means any report of Taxes due, any information return with

respect to Taxes, or any other similar report, statement, declaration, or

documentation required to be filed under the Code or other laws, any claims for

refund of Taxes paid, and any amendments or supplements to any of the foregoing.

"RULING" means the initial private letter ruling, if any, issued by the

Service in connection with the Internal Distributions and the Distributions

(and, in each case, any related transactions).

"RULING DOCUMENTS" means the request for the Ruling submitted to the

Service, together with the appendices and exhibits thereto and any supplemental

filings or other materials subsequently submitted to the Service, in connection

with the Internal Distributions and the Distributions (and, in each case, any

related transactions).

"SEPARATIONS" has the meaning set forth in the Recitals.

"SERVICE" means the U.S. Internal Revenue Service, or any successor agency

or authority.

"STATE AND LOCAL INCOME TAX FLOOR" means (A) in the case of the members of

the PRR Group, an aggregate amount equal to the largest amount that both (i)

does not exceed (but may equal) the aggregate state and local Income Taxes

allocated to such members pursuant to Sections 2.02(a) and (b) and (ii) when

multiplied by 0.724137931, does not exceed (but may equal) the aggregate amount

of state and local Income Taxes allocated to the members of the NYC Group

pursuant to Sections 2.02(a) and (b) and (B) in the case of the members of the

NYC Group, an aggregate amount equal to the product of (i) the PRR Group's State

and Local Income Tax Floor and (ii) 0.724137931 and (C) in the case of all other

Group's, the State and Local Income Tax Floor shall be zero. The Parties agree

and acknowledge that the calculation of the State and Local Income Tax Floor for

the members of the NYC Group and the members of the PRR Group may be an

iterative calculation and agree that such a calculation shall be made with the

goal of determining, and in a manner that will result in, the largest State and

Local Income Tax Floor for each. The State and Local Income Tax Floor shall only

apply to offset those state and local Income Taxes described in Sections 2.02(a)

and (b) that would otherwise be payable.

"SUBSIDIARY" means, when used with reference to a specified Person, any

corporation or other organization, whether incorporated or unincorporated, of

which at least a majority of the securities or other interests having by their

terms ordinary voting power to elect a majority of the Board of Directors or

others performing similar functions with respect to such corporation or other

organization is directly or indirectly owned or controlled by such Person or by

any one or more of its subsidiaries or by such Person and one or more of its

subsidiaries; provided that CRR Parent and any Person in which CRR Parent owns,

directly or indirectly, an interest (it being assumed for the purposes of this

Agreement that CRR Parent does not own, directly or indirectly, an interest in

either CSX or NSC) shall not be considered a subsidiary of either CSX or NSC for

purposes of this Agreement.

"TAX" means taxes of any kind, levies or other similar assessments,

customs, duties, imposts, charges or fees, including, without limitation, Income

Taxes, gross receipts, ad valorem,

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excise, real or personal property, sales, use, payroll, withholding,

unemployment, transfer and gains taxes or other governmental taxes imposed or

payable to the United States, or any state, local or foreign government or

subdivision thereof, and, in each instance, such term shall include any

interest, penalties or additions to tax attributable to such tax or taxes.

"TAX CONTEST" means an audit, review, examination, or any other

administrative or judicial proceeding (in each case, including, without

limitation, any determination with respect to a claim for refund and without

regard to whether such matter was initiated by an appropriate taxing authority

or in response to a claim for a refund of Taxes) with the purpose or effect of

redetermining Taxes of a Party.

"TAX-FREE STATUS" shall mean the qualification of each of the

Distributions (i) as transactions described in Sections 355(a)(1) and

368(a)(1)(D) of the Code, (ii) as transactions in which the stock distributed

thereby is qualified property for purposes of section 355(c)(2) of the Code, and

(iii) as a transaction in which Green and its Subsidiaries recognizes no income

or gain other than intercompany items or excess loss accounts taken into account

pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the

Code.

"TAX ITEMS" has the meaning set forth in the definition of Pro Forma

Consolidated Federal Income Tax Return.

"TAX LOSSES" shall mean Taxes, plus any fees, costs and expenses

(including legal and accounting fees, costs and expenses) that lead to an

indemnification payment under Article III.

"TAX PERIOD" means, with respect to any Tax, the period for which the Tax

is reported as provided under the Code or other applicable law.

"TRANSACTION AGREEMENT" means the Transaction Agreement among CSX, CSX

Transportation, Inc., NS, Norfolk Southern Railway Company, CRR, CRC and CRR

Holdings LLC, dated as of June 10, 1997.

The following terms shall have the meanings ascribed to them in the

Distribution Agreement (the page number opposite each term refers to the page in

the Distribution Agreement where such term is defined):

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"BUSINESS DAY".......................................... 2

"CRR PARENT"............................................ 1

"CSXT".................................................. 1

"DISTRIBUTION DATE"..................................... 16

"NSR"................................................... 1

"NYC MEMBERSHIP INTEREST"............................... 4

"NYC NEWCO"............................................. 4

"PRR MEMBERSHIP INTEREST"............................... 5

"PRR NEWCO"............................................. 5

"TRANSFER".............................................. 6

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ARTICLE II

ALLOCATION OF INCOME TAXES AND OTHER TAXES

Section 2.01. Allocation of U.S. Federal Income Taxes.

(a) For each Tax Period ending after the date of the Transaction

Agreement and beginning on or before the Distribution Date, each Applicable

Group shall prepare a Pro Forma Consolidated Federal Income Tax Return. Each

Applicable Group shall pay to Green within ten days of receiving a written

request for payment from Green an amount equal to the excess, if any, of (i)

such Group's Allocable Share over (ii) such Group's Exemption Amount; provided,

however, that

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