Surface Transportation Board Finance Docket No. 34033

Canadian Pacific Railway Company-Trackage Rights Exemption-CSX
Transportation, Inc.

CSX Transportation, Inc. (CSXT), has agreed to grant to Canadian Pacific
Railway Company (CPR) limited overhead trackage rights located entirely
within the City of Detroit, MI. The trackage consists of a new
connection CSXT is constructing from Consolidated Rail Corporation's
Michigan Line, at milepost 5.65 +/-, to CSXT's line of railroad known as
the Detroit Subdivision, milepost CH 7.5 +/-. In addition, CSXT is
granting trackage rights to CPR over the Detroit Subdivision, from milepost

CH 7.5 +/- to milepost 13.5 +/-, along with trackage at Oak Intermodal Facility
necessary to effect the delivery of trains, including necessary head and
tail room, for a total of approximately 6.3 +/- miles. (1)

The transaction is scheduled to be consummated on or after May 25, 2001.
The trackage rights will allow for a more efficient routing of CPR's
trains into the Oak Intermodal Facility.  Under 49 U.S.C. 10502(g), the Board

may not use its exemption authority to relieve a rail carrier of its statutory

obligation to protect the interests of its United States employees. CPR states

that it does not anticipate that any CPR employees will be affected by the

transaction but it recognizes that the protective conditions imposed in Norfolk and
Western Ry. Co.-Trackage Rights-BN, 354 I.C.C. 605 (1978), as modified
in Mendocino Coast Ry., Inc.-Lease and Operate, 360 I.C.C. 653 (1980)
are applicable to this proceeding.

This notice is filed under 49 CFR 1180.2(d)(7). If it contains false or
misleading information, the exemption is void ab initio. Petitions to
revoke the exemption under 49 U.S.C. 10502(d) may be filed at any time.
The filing of a petition to revoke will not automatically stay the
transaction.

An original and 10 copies of all pleadings, referring to STB Finance
Docket No. 34033, must be filed with the Surface Transportation Board,
Office of the Secretary, Case Control Unit, 1925 K Street, N.W.,
Washington, DC 20423-0001. In addition, one copy of each pleading must
be served on Diane P. Gerth, Esq., Leonard, Street and Deinard, 150
South Fifth Street, Suite 2300, Minneapolis, MN 55402.

1. A redacted version of the Trackage Rights Agreement between CSXT and
CPR (agreement) was filed with the verified notice of exemption. An
unredacted version of the agreement, as required by 49 CFR
1180.6(a)(7)(ii), was concurrently filed under seal along with a motion
for a protective order. That motion has been granted in a separate
decision and a protective order in this proceeding is being served on
May 29, 2001.