OPERATING AGREEMENT TERMINATION AGREEMENT

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                                                                    Exhibit 10.3

            OPERATING AGREEMENT TERMINATION AGREEMENT dated as of August 27,

            2004 between PENNSYLVANIA LINES LLC, a Delaware limited liability

             company (hereinafter called the OWNER) and Norfolk SOUTHERN RAILWAY

            COMPANY, a Virginia corporation (hereinafter called the OPERATOR).

      WHEREAS the parties hereto have entered into the Operating Agreement dated

as of June 1, 1999, and certain amendments and supplements thereto (the

Operating Agreement, together with all amendments and supplements thereto prior

to the date hereof, being hereinafter called the OPERATING AGREEMENT); and

      WHEREAS the parties hereto wish to terminate the Operating Agreement.

      NOW THEREFORE, the parties hereto hereby agree as follows:

      1.     Termination. The Operating Agreement is hereby terminated on and as

of the date hereof.

      2.     Reversion. All interests of the Operator in and to the property

covered by the Operating Agreement revert to and are deemed the property of the

Owner.

      3.     Rent. The parties hereto shall adjust their accounts for rents paid

in advance and payable in arrears under th