-CITE-

45 USC CHAPTER 22 - CONRAIL PRIVATIZATION 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

-HEAD-

CHAPTER 22 - CONRAIL PRIVATIZATION

-MISC1-

SUBCHAPTER I - GENERAL PROVISIONS

Sec.

1301. Findings.

1302. Purposes.

1303. Definitions.

SUBCHAPTER II - CONRAIL

PART A - SALE OF CONRAIL

1311. Preparation for public offering.

(a) Public offering managers.

(b) Payment to United States.

(c) Registration statement.

1312. Public offering.

(a) Structure of public offering.

(b) Subsequent sales.

(c) Consent of Corporation not required.

(d) Authority to require stock splits.

(e) Cancellation of other securities held by United

States.

(f) Minority investment banking firms.

(g) Investment banking firm requirements.

(h) General Accounting Office authority to conduct

audits.

1313. Fees.

(a) Investment banking firm fees.

(b) Costs of public offering.

PART B - OTHER MATTERS RELATING TO SALE

1321. Rail service obligations.

(a) Obligations of Corporation.

(b) Compliance certificates.

1322. Ownership limitations.

(a) General.

(b) Railroads.

1323. Board of Directors.

1324. Certain enforcement relief.

(a) Enforcement actions.

(b) Special court.

PART C - MISCELLANEOUS PROVISIONS

1341. Abolition of United States Railway Association.

(a) Abolition and termination.

(b) Transfer of securities and responsibilities.

(c) Financing agreement.

1342. Exemption from liability.

(a) In general.

(b) Exception.

1343. Charter amendment.

1344. Status of Conrail after sale.

1345. Effect on contracts.

1346. Resolution of certain issues.

(a) Employee issues.

(b) Corporation actions.

(c) Right to sue withdrawn.

1347. Tax treatment of Conrail public sale.

(a) Treatment as new corporation.

(b) No income from cancellation of debt or

preferred stock.

(c) Disallowance of certain deductions.

(d) Waiver of certain employee stock ownership plan

provisions.

(e) Definitions.

-SECREF-

CHAPTER REFERRED TO IN OTHER SECTIONS

This chapter is referred to in sections 702, 741, 1116, 1347 of

this title.

-End-

-CITE-

45 USC SUBCHAPTER I - GENERAL PROVISIONS 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER I - GENERAL PROVISIONS

-HEAD-

SUBCHAPTER I - GENERAL PROVISIONS

-End-

-CITE-

45 USC Sec. 1301 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER I - GENERAL PROVISIONS

-HEAD-

Sec. 1301. Findings

-STATUTE-

The Congress finds that -

(1) the bankruptcy of the Penn Central and other railroads in

the Northeast and Midwest resulted in a transportation emergency

which required the intervention of the Federal Government;

(2) the United States Government created the Consolidated Rail

Corporation, which provides essential rail service to the

Northeast and Midwest;

(3) the future of rail service in the Northeast and Midwest is

essential and must be protected through rail service obligations,

consistent with the transfer of the Corporation to the private

sector;

(4) the Northeast Rail Service Act of 1981 has achieved its

purpose in allowing the Corporation to become financially

self-sustaining;

(5) the Federal Government has invested over $7,000,000,000 in

providing rail service to the Northeast and Midwest;

(6) the Government, as a result of its ownership and investment

of taxpayer dollars in the Corporation, controls substantial

assets, including cash of approximately $1,000,000,000;

(7) the Corporation's viability and sound performance allow it

to be sold to the American public for a substantial sum through a

public offering;

(8) a public offering of the Corporation's stock will preserve

competitive rail service in the region, provide a reasonable

return to the Government, and protect employment;

(9) the Corporation's employees contributed significantly to

the turnaround in the Corporation's financial performance and

they should share in the Corporation's success through a

settlement of their claims for reimbursement for wages below

industry standard, and a share in the common equity of the

Corporation;

(10) the requirements of section 761(e) (!1) of this title are

met by this chapter; and

(11) the Secretary of Transportation has discharged the

responsibilities of the Department of Transportation under the

Northeast Rail Service Act of 1981 with respect to the sale of

the Corporation as a single entity.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4002, Oct. 21, 1986, 100 Stat.

1893.)

-REFTEXT-

REFERENCES IN TEXT

The Northeast Rail Service Act of 1981, referred to in pars. (4)

and (11), is subtitle E of title XI of Pub. L. 97-35, Secs.

1131-1169, Aug. 13, 1981, 95 Stat. 643, as amended. For complete

classification of this Act to the Code, see Short Title note set

out under section 1101 of this title and Tables.

Section 761 of this title, referred to in par. (10), was repealed

by Pub. L. 99-509, title IV, Sec. 4033(a)(1), Oct. 21, 1986, 100

Stat. 1908.

This chapter, referred to in par. (10), was in the original "this

subtitle" meaning subtitle A (Secs. 4001-4052) of title IV of Pub.

L. 99-509, Oct. 21, 1986, 100 Stat. 1892, known as the Conrail

Privatization Act, which is classified principally to this chapter.

For complete classification of subtitle A to the Code, see Short

Title note set out below and Tables.

-MISC1-

SHORT TITLE

Section 4001(a) of subtitle A (Secs. 4001-4052) of title IV of

Pub. L. 99-509 provided that: "This subtitle [enacting this

chapter, amending sections 702, 726, 727, 741, 797, 821, 825, 829,

831, 1105, 1115, and 1116 of this title and sections 10362 and

10713 of Title 49, Transportation, repealing sections 761 to 769c,

797l, 825a, 1107, 1110, and 1114 of this title, and enacting

provisions set out as a note under section 797 of this title] may

be cited as the 'Conrail Privatization Act'."

-FOOTNOTE-

(!1) See References in Text note below.

-End-

-CITE-

45 USC Sec. 1302 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER I - GENERAL PROVISIONS

-HEAD-

Sec. 1302. Purposes

-STATUTE-

The purposes of this chapter are to transfer the interest of the

United States in the common stock of the Corporation to the private

sector in a manner that provides for the long-term viability of the

Corporation, provides for the continuation by the Corporation of

its rail service in the Northeast and Midwest, provides for the

protection of the public interest in a sound rail transportation

system, and, to the extent not inconsistent with such purposes,

secures the maximum proceeds to the United States.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4003, Oct. 21, 1986, 100 Stat.

1893.)

-End-

-CITE-

45 USC Sec. 1303 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER I - GENERAL PROVISIONS

-HEAD-

Sec. 1303. Definitions

-STATUTE-

For the purposes of this chapter -

(1) the term "capital expenditures" means amounts expended by

the Corporation and its subsidiaries for replacement or

rehabilitation of, or enhancements to, the railroad plant,

property, trackage, and equipment of the Corporation and its

subsidiaries, as determined in accordance with generally accepted

accounting principles, and in interpreting generally accepted

accounting principles, no amount spent on normal repair,

maintenance, and upkeep of such railroad plant, property,

trackage, and equipment in the ordinary course of business shall

constitute capital expenditures;

(2) the term "Commission" means the Interstate Commerce

Commission;

(3) the term "consolidated funded debt" means the aggregate,

after eliminating intercompany items, of all funded debt of the

Corporation and its consolidated subsidiaries, consolidated in

accordance with generally accepted accounting principles;

(4) the term "consolidated tangible net worth" means the market

value of the common equity of the Corporation as of the sale

date, plus or minus the change from the sale date to the date of

measurement in the excess, after making appropriate deductions

for any minority interest in the net worth of subsidiaries, of -

(A) the assets of the Corporation and its subsidiaries

(excluding intercompany items) which, in accordance with

generally accepted accounting principles, are tangible assets,

after deducting adequate reserves in each case where, in

accordance with generally accepted accounting principles, a

reserve is proper, over

(B) all liabilities of the Corporation and its subsidiaries

(excluding intercompany items),

taking into account inventory and securities on the basis of the

cost or current market value, whichever is lower, and not taking

into account patents, trademarks, trade names, copyrights,

licenses, goodwill, treasury stock, or any write-up in the book

value of any assets;

(5) the term "Corporation" means the Consolidated Rail

Corporation;

(6) the term "cumulative net income" means, for any period, the

net income of the Corporation and its consolidated subsidiaries

as determined in accordance with generally accepted accounting

principles, before provision for expenses (net of income tax

effect) related to -

(A) amounts paid by the Corporation under section 4024(e),

and comparable payments made to present and former employees of

the Corporation not covered by such section; and

(B) the aggregate value of any shares and cash distributed by

the Corporation under section 4024(f);

(7) the term "debt" means (A) indebtedness, whether or not

represented by bonds, debentures, notes, or other securities, for

the repayment of money borrowed, (B) deferred indebtedness for

the payment of the purchase price of property or assets

purchased, (C) guarantees, endorsements, assumptions, and other

contingent obligations in respect of, or to purchase or to

otherwise acquire, indebtedness of others, and (D) indebtedness

secured by any mortgage, pledge, or lien existing on property

owned, subject to such mortgage, pledge, or lien, whether or not

indebtedness secured thereby shall have been assumed;

(8) the term "funded debt" means all debt created, assumed, or

guaranteed, directly or indirectly, by the Corporation and its

subsidiaries which matures by its terms, or is renewable at the

option of the Corporation or any such subsidiary to a date, more

than 1 year after the date of the original creation, assumption,

or guarantee of such debt by the Corporation or such subsidiary;

(9) the term "liabilities" means all items of indebtedness or

liability which, in accordance with generally accepted accounting

principles, would be included in determining total liabilities as

shown on the liabilities side of a balance sheet as at the date

as of which liabilities are to be determined;

(10) the term "person" means an individual, corporation,

partnership, association, trust, or other entity or organization,

including a government or political subdivision thereof or a

governmental body;

(11) the term "preferred stock" means any class or series of

preferred stock, and any class or series of common stock having

liquidation and dividend rights and preferences superior to the

common stock of the Corporation offered for sale under section

1312 of this title;

(12) the term "public offering" means an underwritten offering

to the public of such common stock of the Corporation as the

Secretary of Transportation determines to sell under section 1312

of this title;

(13) the term "sale date" means the date on which the initial

public offering is closed;

(14) the term "subsidiary" means any corporation more than 50

percent of whose outstanding voting securities are directly or

indirectly owned by the Corporation; and

(15) the term "United States share" means a share of common

stock of the Corporation held by the United States Government on

October 21, 1986, or as a result of any split required pursuant

to section 1312(d) of this title.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4004, Oct. 21, 1986, 100 Stat.

1894.)

-REFTEXT-

REFERENCES IN TEXT

Section 4024(e) and section 4024(f), referred to in par. (6), are

section 4024(e) and (f) of Pub. L. 99-509, and are set out as a

note under section 797 of this title.

-TRANS-

ABOLITION OF INTERSTATE COMMERCE COMMISSION AND TRANSFER OF

FUNCTIONS

Interstate Commerce Commission abolished and functions of

Commission transferred, except as otherwise provided in Pub. L.

104-88, to Surface Transportation Board effective Jan. 1, 1996, by

section 702 of Title 49, Transportation, and section 101 of Pub. L.

104-88, set out as a note under section 701 of Title 49. References

to Interstate Commerce Commission deemed to refer to Surface

Transportation Board, a member or employee of the Board, or

Secretary of Transportation, as appropriate, see section 205 of

Pub. L. 104-88, set out as a note under section 701 of Title 49.

-End-

-CITE-

45 USC SUBCHAPTER II - CONRAIL 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

-HEAD-

SUBCHAPTER II - CONRAIL

-SECREF-

SUBCHAPTER REFERRED TO IN OTHER SECTIONS

This subchapter is referred to in section 1105 of this title.

-End-

-CITE-

45 USC Part A - Sale of Conrail 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part A - Sale of Conrail

-HEAD-

PART A - SALE OF CONRAIL

-SECREF-

PART REFERRED TO IN OTHER SECTIONS

This part is referred to in section 1346 of this title.

-End-

-CITE-

45 USC Sec. 1311 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part A - Sale of Conrail

-HEAD-

Sec. 1311. Preparation for public offering

-STATUTE-

(a) Public offering managers

(1) Not later than 30 days after October 21, 1986, the Secretary

of Transportation, in consultation with the Secretary of the

Treasury and the Chairman of the Board of Directors of the

Corporation, shall retain the services of investment banking firms

to serve jointly and be compensated equally as co-lead managers of

the public offering (hereafter in this part referred to as the

"co-lead managers") and to establish a syndicate to underwrite the

public offering. The total number of co-lead managers shall be no

fewer than 4 nor greater than 6. The Secretary shall designate one

co-lead manager to coordinate and administer the public offering.

(2) In selecting the investment banking firms to serve as co-lead

managers of the public offering under paragraph (1), consideration

shall be given to the firm's institutional and retail distribution

capabilities, financial strength, knowledge of the railroad

industry, experience in large scale public offerings, research

capability, and reputation. In addition, recognition shall also be

given to contributions made by particular investment banking firms

before October 21, 1986, in demonstrating and promoting the

long-term financial viability of the Corporation.

(b) Payment to United States

(1) Not later than 30 days after October 21, 1986, the

Corporation shall transfer to the Secretary of the Treasury

$200,000,000.

(2) On or before February 1, 1987, or 30 days before the sale

date, whichever occurs first, the Secretary of Transportation shall

determine whether to require the Corporation to transfer to the

Secretary of the Treasury, in addition to amounts transferred under

paragraph (1), not to exceed $100,000,000, taking into account the

viability of the Corporation. The Corporation shall transfer such

funds as are required to be transferred under this paragraph.

(c) Registration statement

The Corporation shall prepare and cause to be filed with the

Securities and Exchange Commission a registration statement with

respect to the securities to be offered and sold in accordance with

the securities laws and the rules and regulations thereunder in

connection with the initial and any subsequent public offering.

(d) Omitted

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4011, Oct. 21, 1986, 100 Stat.

1895.)

-REFTEXT-

REFERENCES IN TEXT

This part, referred to in subsec. (a), was in the original "this

subpart" meaning subpart A (Secs. 4011-4013) of part 2 of subtitle

A of title IV of Pub. L. 99-509, Oct. 21, 1986, 100 Stat. 1895,

which enacted this part and amended section 726 of this title. For

complete classification of subpart A to the Code, see Tables.

-COD-

CODIFICATION

Subsec. (d) of this section amended section 726 of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 1312 of this title.

-End-

-CITE-

45 USC Sec. 1312 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part A - Sale of Conrail

-HEAD-

Sec. 1312. Public offering

-STATUTE-

(a) Structure of public offering

(1) After the registration statement referred to in section

1311(c) of this title is declared effective by the Securities and

Exchange Commission, the Secretary of Transportation, in

consultation with the Secretary of the Treasury, the Chairman of

the Board of Directors of the Corporation, and the co-lead

managers, shall offer the United States shares for sale in a public

offering, except as provided in paragraphs (2) and (3).

(2) The Secretary of Transportation, after such consultation, may

elect to offer less than all of the United States shares for sale

at the time of the initial sale.

(3) Under no circumstances shall the Secretary of Transportation

offer any of the United States shares for sale unless, before the

sale date, the Secretary determines, after such consultation, that

the estimated sum of the gross proceeds from the sale of all the

United States shares will be an adequate amount. A determination by

the Secretary under this paragraph shall not be reviewable.

(4) In making a determination under paragraph (3), the Secretary

shall have the goal of obtaining at least $2,000,000,000 in

aggregate gross proceeds for the United States from the public

offering and any payments made under section 1311(b) of this title.

(b) Subsequent sales

If the Secretary of Transportation elects to offer for sale less

than all the United States shares, the Secretary shall sell the

remaining United States shares in subsequent public offerings.

(c) Consent of Corporation not required

Any public offering under this section may be made without the

consent of the Corporation.

(d) Authority to require stock splits

(1) The Secretary of Transportation, in consultation with the

co-lead managers and the Chairman of the Board of Directors of the

Corporation, may, in connection with the initial public offering

described in subsection (a) of this section, before the filing of

the registration statement referred to in section 1311(c) of this

title, require the Corporation to declare a stock split or reverse

stock split.

(2) The Corporation shall take such action as may be necessary to

comply with the Secretary's requirements under this subsection.

(e) Cancellation of other securities held by United States

(1) In consideration for amounts transferred to the United States

under section 1311(b) of this title, the Secretary of

Transportation shall, concurrent with the initial public offering

described in subsection (a) of this section, deliver to the

Corporation all preferred stock, 7.5 percent debentures, and

contingent interest notes of the Corporation. The Corporation shall

immediately cancel such debentures, preferred stock, and contingent

interest notes, and any interest of the United States in such

debentures, preferred stock, and contingent interest notes shall be

thereby extinguished.

(2) For purposes of regulation by the Commission and State public

utility regulation, the actions authorized by this subsection, the

public offering, and the value of the consideration received

therefor shall not change the value of the Corporation's assets net

of depreciation and shall not be used to alter the calculation of

the Corporation's stock or asset values, rate base, expenses,

costs, returns, profits, or revenues, or otherwise affect or be the

basis for a change in the regulation of any railroad service, rate,

or practice provided or established by the Corporation, or any

change in the financial reporting practice of the Corporation.

(f) Minority investment banking firms

The Secretary of Transportation shall ensure that minority owned

or controlled investment banking firms shall have an opportunity to

participate to a significant degree in any public offering under

this subchapter.

(g) Investment banking firm requirements

(1) The level of any investment banking firm's participation in

the public offering shall be consistent with that firm's financial

capabilities.

(2) No investment banking firm which was not in existence on

September 1, 1986, shall participate in the public offering.

(h) General Accounting Office authority to conduct audits

The General Accounting Office may make such audits as may be

deemed appropriate by the Comptroller General of the United States

of all accounts, books, records, memoranda, correspondence, and

other documents and transactions of the Corporation and the co-lead

managers associated with the public offering. The co-lead managers

shall agree, in writing, to allow the General Accounting Office to

make such audits. The General Accounting Office shall report the

results of all such audits to the Congress.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4012, Oct. 21, 1986, 100 Stat.

1896.)

-REFTEXT-

REFERENCES IN TEXT

This subchapter, referred to in subsec. (f), was in the original

"this part" meaning part 2 (Secs. 4011-4038) of subtitle A of title

IV of Pub. L. 99-509, Oct. 21, 1986, 100 Stat. 1895, which enacted

this subchapter, amended sections 702, 726, 727, 741, 797, 821,

825, 829, 831, 1105, 1115, and 1116 of this title and section 10362

of Title 49, Transportation, repealed sections 761 to 769c, 797l,

825a, 1107, 1110, and 1114 of this title, and enacted provisions

set out as a note under section 797 of this title. For complete

classification of part 2 to the Code, see Tables.

-TRANS-

ABOLITION OF INTERSTATE COMMERCE COMMISSION AND TRANSFER OF

FUNCTIONS

Interstate Commerce Commission abolished and functions of

Commission transferred, except as otherwise provided in Pub. L.

104-88, to Surface Transportation Board effective Jan. 1, 1996, by

section 702 of Title 49, Transportation, and section 101 of Pub. L.

104-88, set out as a note under section 701 of Title 49. References

to Interstate Commerce Commission deemed to refer to Surface

Transportation Board, a member or employee of the Board, or

Secretary of Transportation, as appropriate, see section 205 of

Pub. L. 104-88, set out as a note under section 701 of Title 49.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in sections 1303, 1342 of this title.

-End-

-CITE-

45 USC Sec. 1313 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part A - Sale of Conrail

-HEAD-

Sec. 1313. Fees

-STATUTE-

(a) Investment banking firm fees

The Secretary of Transportation, in consultation with the

Secretary of the Treasury, shall agree to pay to investment banking

firms and other persons participating with such firms in the public

offering the absolute minimum amount in fees necessary to carry out

the public offering.

(b) Costs of public offering

All costs of the public offering payable by the Secretary of

Transportation shall be paid from the proceeds of the public

offering.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4013, Oct. 21, 1986, 100 Stat.

1897.)

-End-

-CITE-

45 USC Part B - Other Matters Relating to Sale 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part B - Other Matters Relating to Sale

-HEAD-

PART B - OTHER MATTERS RELATING TO SALE

-End-

-CITE-

45 USC Sec. 1321 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part B - Other Matters Relating to Sale

-HEAD-

Sec. 1321. Rail service obligations

-STATUTE-

(a) Obligations of Corporation

During a period of 5 years beginning on October 21, 1986, the

following obligations shall apply to the Corporation:

(1) The Corporation shall spend in each fiscal year the greater

of (A) an amount equal to the Corporation's depreciation for

financial reporting purposes for such year or (B) $500,000,000,

in capital expenditures. With respect to any fiscal year, the

Corporation's Board of Directors may reduce the required capital

expenditures for such year to an amount which the Board

determines is justified by prudent business and engineering

practices, except that the Corporation's capital expenditures

shall not be less than $350,000,000 for its first fiscal year

beginning after the sale date, a total of $700,000,000 for its

first two fiscal years beginning after the sale date, a total of

$1,050,000,000 for its first three fiscal years beginning after

the sale date, a total of $1,400,000,000 for its first four

fiscal years beginning after the sale date, and a total of

$1,750,000,000 for its first five fiscal years beginning after

the sale date.

(2) Repealed. Pub. L. 101-213, Sec. 2(b)(3), Dec. 11, 1989, 103

Stat. 1843.

(3) The Corporation shall continue its affirmative action

program and its minority vendor program, substantially as such

programs were being conducted by the Corporation as of February

8, 1985, subject to any provisions of applicable law.

(4) The Corporation shall not permit to occur any transaction

or series of transactions (other than in the ordinary course of

business of the Corporation and its subsidiaries) whereby all or

any substantial part of the railroad assets and business of the

Corporation and its subsidiaries taken as a whole are sold,

leased, transferred, or otherwise disposed of to any corporation

or entity other than to a wholly owned subsidiary of the

Corporation.

(5) The Corporation shall offer any line for which an

abandonment certificate is issued by the Commission to a

purchaser who agrees to provide interconnecting rail service.

Such offer shall last for the 120-day period following the date

of issuance of the abandonment certificate and the price for such

abandoned line shall be equal to 75 percent of net liquidation

value as determined by the Commission, pursuant to regulations

that had been issued under section 748 of this title.

(6) The Corporation and its subsidiaries shall maintain,

preserve, protect, and keep their respective properties in good

repair, working order, and condition, and shall not permit

deferral of normal and prudent maintenance necessary to provide

and maintain rail service.

(b) Compliance certificates

(1) Within 90 days after the close of each of its fiscal years,

or at the time its financial statements have been audited,

whichever occurs later, the Corporation shall deliver to the

Secretary of Transportation a certificate executed by an executive

officer of the Corporation. Such certificate shall certify that, as

of such date, the Corporation is in compliance with all

requirements (other than the requirement regarding a common stock

dividend or a preferred stock dividend) set forth in this section.

Such certificate shall include audited consolidated financial

statements.

(2) Within 5 days after the declaration of any common stock

dividend or preferred stock dividend, the Corporation shall deliver

to the Secretary of Transportation a certificate executed by an

executive officer of the Corporation. Such certificate shall

certify that, after giving effect to any such dividend, the

Corporation shall be in compliance with any requirement regarding a

common stock dividend or a preferred stock dividend set forth in

this section. Such certificate shall include -

(A) quarterly financial statements; and

(B) a report of the Corporation's total capital expenditures,

for the period with respect to which the dividend has been

declared, and the fiscal year to date, and shall compare such

capital expenditures to the budgeted capital expenditures and to

the capital expenditures during the comparable periods of the

previous fiscal year.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4021, Oct. 21, 1986, 100 Stat.

1898; Pub. L. 101-213, Sec. 2(b)(3), Dec. 11, 1989, 103 Stat.

1843.)

-MISC1-

AMENDMENTS

1989 - Subsec. (a)(2). Pub. L. 101-213 struck out par. (2) which

set forth circumstances under which Corporation could declare or

pay a common or preferred stock dividend and defined terms "common

stock dividend" and "preferred stock dividend".

-TRANS-

ABOLITION OF INTERSTATE COMMERCE COMMISSION AND TRANSFER OF

FUNCTIONS

Interstate Commerce Commission abolished and functions of

Commission transferred, except as otherwise provided in Pub. L.

104-88, to Surface Transportation Board effective Jan. 1, 1996, by

section 702 of Title 49, Transportation, and section 101 of Pub. L.

104-88, set out as a note under section 701 of Title 49. References

to Interstate Commerce Commission deemed to refer to Surface

Transportation Board, a member or employee of the Board, or

Secretary of Transportation, as appropriate, see section 205 of

Pub. L. 104-88, set out as a note under section 701 of Title 49.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 1324 of this title.

-End-

-CITE-

45 USC Sec. 1322 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part B - Other Matters Relating to Sale

-HEAD-

Sec. 1322. Ownership limitations

-STATUTE-

(a) General

(1) During a period of 3 years beginning on the sale date, no

person, directly or indirectly, may acquire or hold securities

representing more than 10 percent of the total votes of all

outstanding voting securities of the Corporation.

(2) This subsection shall not apply -

(A) to the employee stock ownership plan (or successor plans)

of the Corporation,

(B) to the Secretary of Transportation,

(C) to a railroad as described under subsection (b) of this

section,

(D) to underwriting syndicates holding shares for resale, or

(E) in the case of shares beneficially held for others, to

commercial banks, broker-dealers, clearing corporations, or other

nominees.

(b) Railroads

(1) During a period of 1 year beginning on the sale date, no

railroad may purchase or hold, directly or indirectly, more than 10

percent of any class of stock of the Corporation. During such

period, no railroad may file an application with the Commission for

a merger or consolidation with the Corporation or the acquisition

of control of the Corporation under section 11344 (!1) of title 49.

(2) During a period of 3 years beginning on the sale date, any

railroad which purchases or holds any stock of the Corporation

shall vote such stock in the same proportion as all other common

stock of the Corporation is voted. After the expiration of 1 year

after the sale date, the preceding sentence shall not apply to any

railroad with respect to which the Commission has approved an

application for a merger or consolidation with the Corporation or

the acquisition of control of the Corporation under section 11344

(!1) of title 49.

(3) As used in this subsection, the term "railroad" means a class

I railroad as determined by the Commission under the definition in

effect on October 21, 1986, and includes any entity controlling,

controlled by, or under common control with any railroad (other

than the Corporation or its subsidiaries).

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4022, Oct. 21, 1986, 100 Stat.

1900.)

-REFTEXT-

REFERENCES IN TEXT

Section 11344 of title 49, referred to in subsec. (b)(1), (2),

was omitted in the general amendment of subtitle IV of Title 49,

Transportation, by Pub. L. 104-88, title I, Sec. 102(a), Dec. 29,

1995, 109 Stat. 804. Provisions similar to those in section 11344

are contained in sections 11324 and 14303 of Title 49.

-TRANS-

ABOLITION OF INTERSTATE COMMERCE COMMISSION AND TRANSFER OF

FUNCTIONS

Interstate Commerce Commission abolished and functions of

Commission transferred, except as otherwise provided in Pub. L.

104-88, to Surface Transportation Board effective Jan. 1, 1996, by

section 702 of Title 49, Transportation, and section 101 of Pub. L.

104-88, set out as a note under section 701 of Title 49. References

to Interstate Commerce Commission deemed to refer to Surface

Transportation Board, a member or employee of the Board, or

Secretary of Transportation, as appropriate, see section 205 of

Pub. L. 104-88, set out as a note under section 701 of Title 49.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 1324 of this title.

-FOOTNOTE-

(!1) See References in Text note below.

-End-

-CITE-

45 USC Sec. 1323 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part B - Other Matters Relating to Sale

-HEAD-

Sec. 1323. Board of Directors

-STATUTE-

The Board of Directors of the Corporation shall be comprised as

follows:

(1) Except as provided in paragraph (3), with respect to the

period ending June 30, 1987, the board shall remain as it exists

on October 21, 1986, with any vacancies being filled by directors

nominated and elected by the remainder of the members of the

board.

(2)(A) Except as provided in paragraph (3), with respect to the

period beginning July 1, 1987, the board shall consist of -

(i) 3 directors appointed by the Secretary of Transportation;

(ii) the Chief Executive Officer and the Chief Operating

Officer of the Corporation; and

(iii) 8 directors appointed from among persons knowledgeable

in business affairs by the special court trustees named under

subparagraph (C), in consultation with the Secretary of

Transportation and the Chairman of the Board of Directors of

the Corporation, and recognizing the need for and importance of

-

(I) continuity in the direction of the Corporation's

business and affairs;

(II) preserving the value of the investment of the United

States in the Corporation;

(III) preserving essential rail service provided by the

Corporation; and

(IV) providing for the sale of the United States shares.

(B) The Secretary of Transportation and the special court

trustees may appoint directors under subparagraph (A) from among

existing directors of the Corporation.

(C)(i) If more than 50 percent of the interest of the United

States in the Corporation has not been sold before June 1, 1987,

the special court established under section 719 of this title

shall, on that date, name 3 trustees from among persons

knowledgeable in business affairs to make the appointments

required by subparagraph (A)(iii). The Corporation shall

compensate the special court trustees in an amount to be

specified by the special court, not to exceed the amount paid by

the Corporation to its directors for comparable services.

(ii) No person shall be eligible to be appointed as a special

court trustee under this subparagraph who, at any time during the

30 months immediately preceding such appointment, was an officer,

employee, or director of the United States Railway Association,

the Corporation, or the Department of Transportation.

(3)(A) After the sale date, one director shall be elected by

the public shareholders of the Corporation for each increment of

12.5 percent of the interest of the United States in the

Corporation that has been sold through public offering.

(B) With respect to the period ending June 30, 1987 -

(i) the first director elected under this paragraph shall

replace the member of the board who became a director most

recently from among -

(I) directors appointed by the United States Railway

Association, or elected under paragraph (1) to replace such a

director, and

(II) directors appointed by the Secretary of

Transportation, or elected under paragraph (1) to replace

such a director;

(ii) the second director elected under this paragraph shall

replace the member of the Board who became a director most

recently from among directors described in clause (i)(I) or

(II), whichever group the first director replaced under this

subparagraph was not a member of; and

(iii) subsequent directors elected under this paragraph shall

replace members alternately from the groups described in clause

(i)(I) and (II).

(C) With respect to the period beginning July 1, 1987,

directors elected under this paragraph shall replace directors

appointed by the special court trustees under paragraph

(2)(A)(iii), in the order designated by the special court

trustees in a list to be issued at the time of such original

appointments.

(D) With respect to the period beginning on the first date more

than 50 percent of the interest of the United States in the

Corporation has been sold through public offering and ending when

100 percent of such interest has been sold -

(i) all remaining members of the board referred to in

paragraph (2)(A)(iii), and

(ii) with respect to the period ending June 30, 1987, all

remaining members of the board, except 3 members appointed by

the Secretary of Transportation and the Chief Executive Officer

and the Chief Operating Officer of the Corporation,

shall be replaced by directors elected by the public shareholders

of the Corporation.

(E) After 100 percent of the interest of the United States in

the Corporation has been sold, any remaining directors appointed

by the Secretary of Transportation, the United States Railway

Association, or the special court trustees referred to under

paragraph (2)(A)(iii), shall be replaced by directors elected by

the public shareholders of the Corporation.

(F) Nothing in this paragraph shall be construed to prohibit

any director referred to in this section from being elected as a

director by the public shareholders of the Corporation.

(4)(A) No director appointed or elected under this section

shall be a special court trustee or an employee of the United

States, except as elected by the public shareholders of the

Corporation.

(B) No director appointed or elected under this section shall

be an employee of the Corporation, except as provided in

paragraph (2)(A)(ii) or as elected by the public shareholders of

the Corporation.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4023, Oct. 21, 1986, 100 Stat.

1901.)

-TRANS-

ABOLITION OF SPECIAL COURT, REGIONAL RAIL REORGANIZATION ACT OF

1973, AND TRANSFER OF FUNCTIONS

Special court abolished and all jurisdiction and functions

transferred to United States District Court for District of

Columbia, see section 719(b)(2) of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 719 of this title.

-End-

-CITE-

45 USC Sec. 1324 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part B - Other Matters Relating to Sale

-HEAD-

Sec. 1324. Certain enforcement relief

-STATUTE-

(a) Enforcement actions

The Secretary of Transportation, with respect to any provision of

section 1321 or 1322 of this title, and any person who suffers

direct and substantial economic injury as a result of an alleged

violation by the Corporation, with respect to the provisions of

section 1321(a)(1) and (2) (!1) of this title, and section 1322 of

this title, may bring an action to require compliance with such

provision.

(b) Special court

Any action brought under this subchapter shall be brought before

the special court established under section 719 of this title. Such

special court may limit the enforcement of a restriction under

section 1321 of this title, if the effect of such restriction would

be to substantially impair the continued viability of the

Corporation.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4025, Oct. 21, 1986, 100 Stat.

1905.)

-REFTEXT-

REFERENCES IN TEXT

Section 1321(a)(2) of this title, referred to in subsec. (a), was

repealed by Pub. L. 101-213, Sec. 2(b)(3), Dec. 11, 1989, 103 Stat.

1843.

-TRANS-

ABOLITION OF SPECIAL COURT, REGIONAL RAIL REORGANIZATION ACT OF

1973, AND TRANSFER OF FUNCTIONS

Special court abolished and all jurisdiction and functions

transferred to United States District Court for District of

Columbia, see section 719(b)(2) of this title.

-SECREF-

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 719 of this title.

-FOOTNOTE-

(!1) See References in Text note below.

-End-

-CITE-

45 USC Part C - Miscellaneous Provisions 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part C - Miscellaneous Provisions

-HEAD-

PART C - MISCELLANEOUS PROVISIONS

-End-

-CITE-

45 USC Sec. 1341 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part C - Miscellaneous Provisions

-HEAD-

Sec. 1341. Abolition of United States Railway Association

-STATUTE-

(a) Abolition and termination

(1) Effective April 1, 1987, the United States Railway

Association is abolished.

(2) On January 1, 1987, all powers, duties, rights, and

obligations of such association relating to the Corporation under

the Regional Rail Reorganization Act of 1973 (45 U.S.C. 701 et

seq.) shall be transferred to the Secretary of Transportation.

(3) The sole function of the United States Railway Association

after January 1, 1987, shall be the termination of its affairs and

the liquidation of its assets.

(b) Transfer of securities and responsibilities

(1) Any securities of the Corporation held by the United States

Railway Association shall, upon (!1) October 21, 1986, be

transferred to the Secretary of Transportation.

(2) If, on the date the United States Railway Association is

abolished under subsection (a) of this section, such association

shall not have completed the termination of its affairs and the

liquidation of its assets, the duty of completing such winding up

of its affairs and liquidation shall be transferred to the

Secretary of Transportation, who for such purposes shall succeed to

all remaining powers, duties, rights, and obligations of such

association.

(c) Financing agreement

(1) On January 1, 1987, the Amended and Restated Financing

Agreement, dated May 10, 1979, between the United States Railway

Association and the Corporation, together with any and all rights

and obligations of or on behalf of any person with respect to such

agreement, shall terminate and be of no further force or effect,

except for those provisions specifying terms and conditions for

payments made to the United States with respect to debentures,

preferred stock, and contingent interest notes.

(2) Effective as of the sale date, those provisions of the

Financing Agreement referred to in paragraph (1) shall terminate.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4031, Oct. 21, 1986, 100 Stat.

1906.)

-REFTEXT-

REFERENCES IN TEXT

The Regional Rail Reorganization Act of 1973, referred to in

subsec. (a)(2), is Pub. L. 93-236, Jan. 2, 1974, 87 Stat. 985, as

amended, which is classified principally to chapter 16 (Sec. 701 et

seq.) of this title. For complete classification of this Act to the

Code, see Short Title note set out under section 701 of this title

and Tables.

-FOOTNOTE-

(!1) So in original. Probably should be "on".

-End-

-CITE-

45 USC Sec. 1342 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part C - Miscellaneous Provisions

-HEAD-

Sec. 1342. Exemption from liability

-STATUTE-

(a) In general

No person referred to in section 726(f)(8)(C)(i), (ii), or (iii)

of this title shall be liable, for money damages or otherwise, to

any party if, with respect to the subject matter of the action,

suit, or proceeding, such person was fulfilling a duty, in

connection with any action taken under this subchapter, which such

person in good faith reasonably believed to be required by law or

vested in such person.

(b) Exception

This section shall not apply to claims arising out of the

Securities Act of 1933 [15 U.S.C. 77a et seq.], the Securities

Exchange Act of 1934 [15 U.S.C. 78a et seq.], or the Constitution

or laws of any State, territory, or possession of the United States

relating to transactions in securities, which claims are in

connection with a public offering under section 1312 of this title.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4034, Oct. 21, 1986, 100 Stat.

1909.)

-REFTEXT-

REFERENCES IN TEXT

The Securities Act of 1933, referred to in subsec. (b), is act

May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended, which is

classified generally to subchapter I (Sec. 77a et seq.) of chapter

2A of Title 15, Commerce and Trade. For complete classification of

this Act to the Code, see section 77a of Title 15 and Tables.

The Securities Exchange Act of 1934, referred to in subsec. (b),

is act June 6, 1934, ch. 404, 48 Stat. 881, as amended, which is

classified principally to chapter 2B (Sec. 78a et seq.) of Title

15. For complete classification of this Act to the Code, see

section 78a of Title 15 and Tables.

-End-

-CITE-

45 USC Sec. 1343 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part C - Miscellaneous Provisions

-HEAD-

Sec. 1343. Charter amendment

-STATUTE-

Within 60 days after October 21, 1986, the Corporation shall

amend its Articles of Incorporation to contain the following

provision, which provision shall not be subject to amendment or

repeal:

"It shall be a fundamental purpose of the Corporation to maintain

continued rail service in its service area.".

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4035, Oct. 21, 1986, 100 Stat.

1909.)

-End-

-CITE-

45 USC Sec. 1344 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part C - Miscellaneous Provisions

-HEAD-

Sec. 1344. Status of Conrail after sale

-STATUTE-

The Corporation shall be a rail carrier as defined in section

10102 of title 49, notwithstanding this subchapter.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4036, Oct. 21, 1986, 100 Stat.

1909; Pub. L. 104-88, title III, Sec. 332, Dec. 29, 1995, 109 Stat.

953.)

-MISC1-

AMENDMENTS

1995 - Pub. L. 104-88 substituted "section 10102" for "section

10102(19)".

EFFECTIVE DATE OF 1995 AMENDMENT

Amendment by Pub. L. 104-88 effective Jan. 1, 1996, see section 2

of Pub. L. 104-88, set out as an Effective Date note under section

701 of Title 49, Transportation.

-End-

-CITE-

45 USC Sec. 1345 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part C - Miscellaneous Provisions

-HEAD-

Sec. 1345. Effect on contracts

-STATUTE-

Nothing in this subchapter shall affect any obligation of the

Corporation to carry out its transportation contracts and equipment

leases, equipment trusts, and conditional sales agreements, in

accordance with their terms.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4037, Oct. 21, 1986, 100 Stat.

1909.)

-End-

-CITE-

45 USC Sec. 1346 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part C - Miscellaneous Provisions

-HEAD-

Sec. 1346. Resolution of certain issues

-STATUTE-

(a) Employee issues

Section 4024 completely and finally -

(1) extinguishes all employee rights, and any obligation of the

United States, under section 761(e) (!1) of this title as in

effect immediately before October 21, 1986;

(2) resolves any and all claims against the Corporation or any

other person arising under the Definitive Agreement referred to

in section 4024(d)(1) or any other agreement containing similar

terms and conditions;

(3) resolves all claims to pay entitlements arising out of the

pay increase deferrals by present and former employees of the

Corporation under the Agreement of May 5, 1981, between Conrail

and Certain Labor Organizations for Labor Contributions to

Self-Sufficiency for Conrail;

(4) resolves all issues raised by notices served by

representatives of such employees under section 156 of this title

proposing repayment of or compensation for such deferrals; and

(5) resolves all claims against the Railway Labor Executives'

Association or the Corporation by any adviser, consultant, or

other person who has provided services to such association in

connection with any matter referred to in this subchapter.

(b) Corporation actions

The Corporation shall not be considered to be in breach, default,

or violation of any agreement to which it is a party,

notwithstanding any provision of such agreement, because of any

provision of this subchapter or any action the Corporation is

required to take under this subchapter.

(c) Right to sue withdrawn

The United States hereby withdraws any stated or implied consent

for the United States, or any agent or officer of the United

States, to be sued by any person for any legal, equitable, or other

relief with respect to any claim arising out of, or resulting from,

acts or omissions under this subchapter, except actions brought to

require the Secretary of Transportation to perform duties or acts

required under part A of this subchapter.

-SOURCE-

(Pub. L. 99-509, title IV, Sec. 4038, Oct. 21, 1986, 100 Stat.

1909.)

-REFTEXT-

REFERENCES IN TEXT

Section 4024, referred to in subsec. (a), is section 4024 of Pub.

L. 99-509, which amended section 797 of this title, provided for

repeal of section 797 of this title effective on the sale date of

the Consolidated Rail Corporation, and enacted provisions set out

as a note under section 797 of this title. Section 4024(d)(1) is

set out as a note under section 797 of this title.

Section 761 of this title, referred to in subsec. (a)(1), was

repealed by Pub. L. 99-509, title IV, Sec. 4033(a)(1), Oct. 21,

1986, 100 Stat. 1908.

Part A of this subchapter, referred to in subsec. (c), was in the

original "subpart A" meaning subpart A (Secs. 4011-4013) of part 2

of subtitle A of title IV of Pub. L. 99-509, Oct. 21, 1986, 100

Stat. 1895, which enacted part A of this subchapter and amended

section 726 of this title. For complete classification of this Act

to the Code, see Tables.

-FOOTNOTE-

(!1) See References in Text note below.

-End-

-CITE-

45 USC Sec. 1347 01/06/03

-EXPCITE-

TITLE 45 - RAILROADS

CHAPTER 22 - CONRAIL PRIVATIZATION

SUBCHAPTER II - CONRAIL

Part C - Miscellaneous Provisions

-HEAD-

Sec. 1347. Tax treatment of Conrail public sale

-STATUTE-

(a) Treatment as new corporation

(1) In general

For periods after the public sale, for purposes of title 26,

Conrail shall be treated as a new corporation which purchased all

of its assets as of the beginning of the day after the date of

the public sale for an amount equal to the deemed purchase price.

(2) Allocation among assets

The deemed purchase price shall be allocated among the assets

of Conrail in accordance with the temporary regulations

prescribed under section 338 of title 26 (as such regulations

were in effect on October 21, 1986). The Secretary shall

establish specific guidelines for carrying out the preceding

sentence so that the basis of each asset will be clearly

ascertainable. For purposes of applying the regulations referred

to in the first sentence, accounts receivable and materials and

supplies shall be treated as cash equivalents.

(3) Deemed purchase price

For purposes of this subsection, the deemed purchase price is

an amount equal to the gross amount received pursuant to the

public sale, multiplied by a fraction -

(A) the numerator of which is 100 percent, and

(B) the denominator of which is the percentage (by value) of

the stock of Conrail sold in the public sale.

The amount determined under the preceding sentence shall be

adjusted under regulations prescribed by the Secretary for

liabilities of Conrail and other relevant items.

(b) No income from cancellation of debt or preferred stock

No amount shall be included in the gross income of any person by

reason of any cancellation of any obligation (or preferred stock)

of Conrail in connection with the public sale.

(c) Disallowance of certain deductions

No deduction shall be allowed to Conrail for any amount which is

paid after the date of the public sale to employees of Conrail for

services performed on or before the date of the public sale.

(d) Waiver of certain employee stock ownership plan provisions

For purposes of determining whether the employee stock ownership

plans of Conrail meet the qualifications of sections 401 and 501 of

title 26 -

(1) the limits of section 415 of such title (relating to

limitations on benefits and contributions under qualified plans)

shall not apply with respect to interests in stock transferred

pursuant to this Act or a law heretofore enacted, and

(2) the 2-year waiting period for withdrawals shall not apply

to withdrawals of amounts (or shares) in participants accounts in

connection with the public sale.

(e) Definitions

For purposes of this section -

(1) Conrail

The term "Conrail" means the Consolidated Rail Corporation.

Such term includes any corporation which was a subsidiary of

Conrail immediately before the public sale.

(2) Public sale

The term "public sale" means the sale of stock in Conrail

pursuant to a public offering under the Conrail Privatization Act

[45 U.S.C. 1301 et seq.]. If there is more than 1 public offering

under such Act, such term means the sale pursuant to the initial

public offering under such Act.

(3) Secretary

The term "Secretary" means the Secretary of the Treasury or his

delegate.

-SOURCE-

(Pub. L. 99-509, title VIII, Sec. 8021, Oct. 21, 1986, 100 Stat.

1954; Pub. L. 99-514, Sec. 2, Oct. 22, 1986, 100 Stat. 2095.)

-REFTEXT-

REFERENCES IN TEXT

This Act, referred to in subsec. (d)(1), is Pub. L. 99-509, Oct.

21, 1986, 100 Stat. 1874, as amended, known as the Omnibus Budget

Reconciliation Act of 1986. For complete classification of this Act

to the Code, see Tables.

The Conrail Privatization Act, referred to in subsec. (e)(2), is

subtitle A (Secs. 4001-4052) of title IV of Pub. L. 99-509, Oct.

21, 1986, 100 Stat. 1892, which is classified principally to this

chapter (Sec. 1301 et seq.). For complete classification of this

Act to the Code, see Short Title note set out under section 1301 of

this title and Tables.

-COD-

CODIFICATION

This section was enacted as part of the Omnibus Budget

Reconciliation Act of 1986, and not as part of subtitle A of title

IV of that Act, known as the Conrail Privatization Act, which

comprises this chapter.

-MISC1-

AMENDMENTS

1986 - Subsecs. (a)(1), (2), (d). Pub. L. 99-514 substituted

"Internal Revenue Code of 1986" for "Internal Revenue Code of

1954", which for purposes of codification was translated as "title

26" thus requiring no change in text.

-End-