GENESEE & WYOMING INC.



                          CERTIFICATE OF DESIGNATION OF

                       4.0% SENIOR REDEEMABLE CONVERTIBLE

              PREFERRED STOCK, SERIES A, SETTING FORTH THE POWERS,

              PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS AND

                 RESTRICTIONS OF SUCH SERIES OF PREFERRED STOCK





                  Pursuant to Section 151 of the Delaware General Corporation

Law, Genesee & Wyoming Inc., a Delaware corporation (the "Corporation"), DOES

HEREBY CERTIFY:



                  The Restated Certificate of Incorporation of the Corporation

(the "Charter") confers upon the Board of Directors the authority to provide for

the issuance of shares of Preferred Stock in series and to fix the designations,

powers, preferences and rights of the shares of each such series and any

qualifications, limitations or restrictions thereof. On August 31, 2000, the

Board of Directors of the Corporation, in accordance with Section 141(c) of the

Delaware General Corporation Law conferred upon the Pricing Committee of the

Board of Directors of the Corporation (the "Pricing Committee") the authority to

determine any and all terms and provisions of a series of Senior Redeemable

Convertible Preferred Stock, including, without limitation, the conversion price

of such preferred stock. On October 18, 2000, the Pricing Committee duly adopted

the following resolution creating a series of Preferred Stock designated as 4.0%

Senior Redeemable Convertible Preferred Stock, Series A, and such resolution has

not been modified and is in full force and effect on the date hereof:



                  RESOLVED that, pursuant to the authority vested in the Board

of Directors of the Corporation in accordance with the provisions of the

Charter, a series of the class of authorized Preferred Stock, par value $0.01

per share, of the Corporation is hereby created and that the designation and

number of shares thereof and the voting powers, preferences and relative,

participating, optional and other special rights of the shares of such series,

and the qualifications, limitations and restrictions thereof are as follows:



Section 1.        Designation and Number.



                  (a)      The shares of such series shall be designated as 4.0%

Senior Redeemable Convertible Preferred Stock, Series A (the "Preferred Stock").

The number of shares initially constituting the Preferred Stock shall be 25,000,

which number may be decreased (but not increased) by the Board of Directors

without a vote of stockholders; provided, however, that such number may not be

decreased below the number of then outstanding shares of Preferred Stock or

shares of Preferred Stock which may be issued pursuant to the Stock Purchase

Agreement.



                  (b)      The Preferred Stock shall, with respect to dividend

rights and rights on liquidation, dissolution or winding up, rank prior to all

other classes and series



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                                                                               2





of Junior Stock (as defined below) of the Corporation now or hereafter

authorized including, without limitation, the Common Stock.



                  (c)      Capitalized terms used herein and not otherwise

defined shall have the meanings set forth in Section 10 below.



Section 2.        Dividends and Distributions.



                  (a)      The holders of shares of Preferred Stock, in

preference to the holders of shares of Common Stock and of any shares of other

Junior Stock of the Corporation, shall be entitled to receive, when, as and if

declared by the Board of Directors, out of the assets of the Corporation legally

available therefor, cumulative cash dividends at an annual rate on the

Liquidation Preference thereof equal to 4.0% calculated on the basis of a

360-day year consisting of twelve 30-day months, accruing and payable in equal

quarterly payments, in immediately available funds, on the last day of March,

June, September and December or, if any such day is not a Business Day, the next

succeeding Business Day, in each year (each such date being referred to herein

as a "Quarterly Dividend Payment Date"), commencing on the first such Quarterly

Dividend Payment Date to occur after the Issue Date with respect to such shares;

provided, however, that with respect to such first Quarterly Dividend Payment

Date to occur after the Issue Date with respect to such shares, the holders of

shares of Preferred Stock shall be entitled to receive, when, as and if declared

by the Board of Directors, out of the assets of the Corporation legally

available therefor, a cash dividend in respect of each share of Preferred Stock

in the amount of (i) $____, multiplied by (ii) a fraction equal to (A) the

number of days from (and including) the Issue Date to (but excluding) such

Quarterly Dividend Payment Date divided by (B) 90.



                  (b)      Dividends payable pursuant to Section 2(a) with

respect to any shares of Preferred Stock shall begin to accrue from the Issue

Date with respect to such shares, and shall accrue on a daily basis, in each

case whether or not declared. Dividends paid on the shares of Preferred Stock in

an amount less than the total amount of such divi dends at the time accrued and

payable on such shares shall be allocated pro rata on a share-by-share basis

among all such shares of Preferred Stock at the time outstanding. The Board of

Directors may fix a record date for the determination of holders of shares of

Preferred Stock entitled to receive payment of a dividend declared thereon,

which record date shall be no more than 60 days or less than 10 days prior to

the date fixed for the payment thereof. Accumulated but unpaid dividends for any

past quarterly dividend periods may be declared and paid at any time, without

reference to any regular Quarterly Dividend Payment Date, to holders of record

on such date, not more than 60 nor less than 10 days preceding the payment date

thereof, as may be fixed by the Board of Directors.



                  (c)      In addition to the dividends or distributions on the

Preferred Stock described in Section 2(a), in the event that the Corporation

shall declare a dividend (other than a Regular Dividend) or make any other

distribution (including, without limitation, in cash, in capital stock (which

shall include, without limitation, any options, warrants or



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                                                                               3





other rights to acquire capital stock) of the Corporation, whether or not

pursuant to a shareholder rights plan, "poison pill" or similar arrangement, or

other property or assets) to holders of Common Stock, then the Board of

Directors shall declare, and the holder of each share of Preferred Stock shall

be entitled to receive, a dividend or distribution in an amount equal to the

amount of such dividend or distribution received by a holder of the number of

shares of Common Stock for which such share of Preferred Stock is convertible on

the record date for such dividend or distribution. Any such amount shall be paid

to the holders of shares of Preferred Stock at the same time such dividend or

distribution is made to holders of Common Stock.



                  (d)      The holders of shares of Preferred Stock shall not be

entitled to receive any dividends or other distributions except as provided

herein.



Section 3.        Voting Rights.



                  In addition to any voting rights provided by law, the holders

of shares of Preferred Stock shall have the following voting rights:



                  (a)      So long as the Preferred Stock is outstanding, each

share of Preferred Stock shall entitle the holder thereof to vote, in person or

by proxy, at a special or annual meeting of stockholders, on all matters voted

on by holders of Common Stock voting together as a single class with other

shares entitled to vote thereon. With respect to any such vote, each share of

Preferred Stock shall entitle the holder thereof to cast that number of votes

per share as is equal to the number of votes that such holder would be entitled

to cast had such holder converted his shares of Preferred Stock into Class A

Common Stock on the record date for determining the stockholders of the

Corporation eligible to vote on any such matters.



                  (b)      Unless the consent or approval of a greater number of

shares shall then be required by law, the affirmative vote of the holders of at

least 662/3% of the outstanding shares of Preferred Stock, voting separately as

a single class, in person or by proxy, at a special or annual meeting of

stockholders called for the purpose, shall be necessary to:



                           (i)     authorize, increase the authorized number of

shares of or issue (including on conversion or exchange of any convertible or

exchangeable securities or by reclassification) any shares of any class or

classes of Senior Stock, Parity Stock or Class B Common Stock;



                           (ii)    authorize, increase the authorized number of

shares of or issue any shares of any other class or classes of capital stock

having an optional or mandatory redemption earlier than _______, 200[ ];



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                                                                               4





                           (iii)   authorize, adopt or approve an amendment to

the Charter that would increase or decrease the par value of the shares of

Preferred Stock, or alter or change the powers, preferences or special rights of

the shares of Preferred Stock, Parity Stock, Junior Stock or Senior Stock in a

way that would adversely affect the preferences, rights or powers of the

Preferred Stock or amend the terms of any class of capital stock of the

Corporation to provide that such class of capital stock has an optional or

mandatory redemption date earlier than _______, 200[ ];



                           (iv)    amend or alter the Charter so as to affect

the shares of Preferred Stock adversely, including, without limitation, by

granting any voting right to any holder of notes, bonds, debentures or other

debt obligations of the Corporation or by reclassifying any capital stock into

Senior Stock or Parity Stock; or



                           (v)     authorize or issue any security convertible

into, exchangeable for or evidencing the right to purchase or otherwise receive

any shares of any class or classes of Senior Stock or Parity Stock.



                  (c)      (i)     The foregoing right of holders of shares of

Preferred Stock to take any action as provided in Section 3(b) may be exercised

at any annual meeting of stockholders or at a special meeting of holders of

shares of Preferred Stock held for such purpose as hereinafter provided or at

any adjournment thereof, or by the written consent, delivered to the Secretary

of the Corporation, of the holders of the minimum number of shares required to

take such action.



                           (ii)    The President of the Corporation may call,

and upon the written request of holders of record of at least 25% of the

outstanding shares of Preferred Stock, addressed to the Secretary of the

Corporation at the principal office of the Corporation, shall call, a special

meeting of the holders of shares entitled to vote as provided in Section 3(b).

The subject matter of such meeting shall relate solely to the matters set forth

in Section 3(b). Such meeting shall be held within 30 days after delivery of

such request to the Secretary, at the place and upon the notice provided by law

and in the by-laws of the Corporation for the holding of meetings of

stockholders.



                           (iii)   At each meeting of stockholders at which the

holders of shares of Preferred Stock shall have the right, voting separately as

a single class, to take any action, the presence in person or by proxy of the

holders of record of one-third of the total number of shares of Preferred Stock

then outstanding and entitled to vote on the matter shall be necessary and

sufficient to constitute a quorum. At any meeting at which a quorum of the

holders of shares of Preferred Stock is not present, a majority of the holders

of such shares present in person or by proxy shall have the power to adjourn the

meeting as to the actions to be taken by the holders of shares of Preferred

Stock from time to time and place to place without notice other than

announcement at the meeting until a quorum shall be present.



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                                                                               5





                  For taking of any action as provided in Section 3(b) by the

holders of shares of Preferred Stock, each such holder shall have one vote for

each share of such stock standing in his name on the transfer books of the

Corporation as of any record date fixed for such purpose or, if no such date be

fixed, at the close of business on the Business Day next preceding the day on

which notice is given, or if notice is waived, at the close of business on the

Business Day next preceding the day on which the meeting is held; provided,

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