ATD LINES RAILWAY BUSINESS CAR SERVICES-Compensation and Committee Charter

COMPENSATION AND DEVELOPMENT COMMITTEE CHARTER

ATD LINES corporate charter sets forth the purpose and membership requirements of the Compensation and Development Committee of the Board of Directors for American Train Destination Lines Corporation, known as ATD LINES and establishes the authority and responsibilities delegated to the Committee by the Board.

I. Purpose:

The Committee of Compensation and Development is to provide assistance to the Board of Directors in discharging its responsibilities relating to compensation and development of ATD LINES Chief Executive Officer and other Executive Officers of ATD LINES as designated by the Board's determination and equitable decisions. In addition, the Committee researches, investigates, studies, reviews, adopts, terminates, amends or recommends to the Board of Directors as a whole the adoption, termination or amendment of equity based plans, incentive compensation plans, and personnel benefit plans. To provide this assistance, the determination of Committee shall:

1). Review and approve plans for corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and together with the other independent Directors advise to determine and approve the Chief Executive Officer’s compensation level based on this evaluation;

2). Provide and foster recommendations to the Board of Directors regarding the compensation (other than equity-based compensation) of Executive Officers (other than the Chief Executive Officer);

3). Approve and ensure the equity-based compensation of Executive Officers;

4). Adopt equitable plans, terminate, amend or recommend to the Board the adoption, termination or amendment of the ATD LINES equity-based plans;

5). Recommend to the Board the adoption or termination of the ATD LINES qualified, related non-qualified and broad-based welfare personnel benefit plans or recommend to the Board any Significant Amendment thereto;

6). Adopt plans on sound advise, terminate, amend or recommend to the Board the adoption, termination or amendment of other compensation plans for Executive Officers. In alternative to, provide meaning full direction for Executive Officer arrangements to the extent provided by the terms of such plans or arrangements or to the extent required by New York Stock Exchange Rules or applicable law;

7). Assist the ATD LINES Board in evaluating potential candidates for executive positions and oversee evaluation of management, executive succession planning and Management development;

8). Prepare and publish an annual report on executive compensation to be included in the ATD LINES proxy statement.

II. Committee Members:

1. Composition and Appointment

The Committee shall consist of three or more members. "Members shall be assigned", by the Board on the recommendation of the Directors and Corporate Governance Committee. Unless designated by the Board of Directors, the Committee shall elect a Chairman. ATD LINES Board shall consider not only " qualifications of the Director" being considered for appointment, but also the desire of the Director to be a member of this Committee. ATD LINES Board shall fill vacancies on the Committee and may remove a Committee member from the membership of the Committee at any time with or without cause. Members shall serve until the "successors" are confirmed with appointed by the Board.

2. Qualifications

Each member of the Committee shall be an independent Director consistent with the Corporate Governance Guidelines. At least two members shall meet the definition of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code and the definition of a "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934. ATD LINES Board shall determine the "overall qualifications" of Director nominees for the Committee. ATTD LINES Board shall seek members from diverse railway business industry and research professional backgrounds with outstanding integrity, achievements, judgment and such other skills and experience that will enhance the Committee’s ability to serve the Board.

3. Compensation

Members of the Committee shall, at the discretion of the ATTD LINES Board, be entitled to receive fees for service on the Committee or for service as Chairman of the Committee in addition to the normal fees paid to all Directors.

III. Authority:

1. Consultants

If a compensation railway consultant is retained by the such Committee to assist in the evaluation of director, Chief Executive Officer or Executive Officer compensation. The Committee shall have the sole authority to retain and terminate the Consultant including the sole authority to approve the firm’s fees and other retention terms.

2. Investigations

The Committee shall have the authority to conduct investigations that it deems necessary to fulfill its responsibilities.

3. Information

The Committee shall have the authority to require any officer or personnel of ATD LINES or its principal operating subsidiaries or any advisor retained by the ATD LINES to respond to its inquiries.

4. Charter

The Committee shall have the authority to propose amendments to this Charter as necessary or appropriate for determinations and such amendments shall be presented to the Board for its consideration or approval.

5. Delegation of Authority

The Committee shall have the authority to delegate authority and responsibilities, consistent with applicable regulations and laws, to one or designated subcommittees. Comprised of one or more Directors, except that any subcommittee that grants awards intended to comply with Rule 16b-3 under the Securities Exchange Act of 1934 or to constitute performance-based compensation under Section 162(m) of the Internal Revenue Code shall comply with Section 17 below. Any action so delegated shall be effective when approved by the chief subcommittee. Such delegation, if made to management, shall not include the authority to amend or terminate equity-based plans, or incentive compensation plans for Executive Officers, except for amendments to plans covered by Section 18 that do not constitute significant Amendments as defined or determined by law.

IV. Meetings:

1. Committee Meetings and Hearings

The Committee Chairman, in consultation with Committee hearing members, will determine the frequency and length of the meetings of designated Committees. All actions taken during a meeting by the Committees shall be reported to the Board Members at the next meeting of the whole. A Committee member(s) are expected and required to attend Committee meetings. Unless otherwise restricted by the "Certificate of Incorporation" or "ATD LINES bylaws". Pending action required "may be permitted" to be taken at any meeting of the Committee without a meeting. If all members of the Committee consent thereto in writing or by electronic transmission, and such writing or transmitted consent is filed with the minutes of the proceedings of the Committee.

2. Executive Contacts

The Committee hearings shall maintain free and open communication with the ATD LINES Chief Executive Officer and other Executive Officers. The Committee can meet, in its sole discretion, in separate or private sessions with Executive Officers and designated personnel to discuss any matters that the Committee believes should be discussed privately with the Committee.

3. Minutes

Minutes of each meeting of the Committee shall be" record and document" the discharge by the Committee of its responsibilities.

4. Quorum.

A quorum shall consist of a majority of the Committee’s members. The "act "of a majority of Committee members present at a meeting at which a quorum is present shall be the "act of the Committee".

5. Agenda.

The Chairman of the Committee will develop the Committee’s agenda for each Committee meeting, consistent with this charter. Each Committee member is free to suggest the inclusion of any item(s) not on the agenda.

6. Presiding Officers

The Chairman of the Committee shall preside at all Committee hearings or meetings. If the Chairman is absent at a meeting and does not appoint a Committee member to preside at that meeting, then the members present shall select a "presiding member" to preside as pro tem.

V. Responsibilities:

1. Chief Executive Officer Compensation

The Committee shall review and approve corporate goals and objectives against which ATD LINES Chief Executive Officer will be evaluated. The Committee shall also evaluate the Chief Executive Officer’s performance in light of those goals and objectives. The Committee together with the other Independent Directors shall determine and approve the Chief ExecutiveOfficer’s compensation level based on this evaluation. To accomplish this, the Committee shall make a recommendation on the Chief Executive Officer’s compensation level to the Independent Directors on the Board for "final determination and approval". The goals and objectives must be based on "consistent objective criteria" including goals for performance of the business, accomplishment of long-term strategic objectives and development of management. In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee should consider, among other criteria, achievements of ATD LINES performance. Including relative shareholder returns, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Company’s Chief Executive Officer in past years.

2. Executive Officer Compensation

The Committee shall have the authority to make recommendations to the ATD LINES Board with respect to the compensation (other than equity-based compensation which is addressed in Section 17) of Executive Officers (other than the Chief Executive Officer), pending a review of management’s recommendations for such Executive Officers. The Committee shall also have the authority to adopt, terminate, amend or recommend to ATD LINES Board as to the adoption, termination or amendment of compensation or benefit plans (other than equity-based plans which are addressed in Section 17) for Executive Officers or related Executive Officer. Arrangements to the extent provided by the terms of such plans or arrangements or to the extent required by New York Stock Exchange Rules or applicable law.

3. Equity-Based Plans and Performance-Based Compensation

The Committee shall have the authority to recommend to the Board the adoption, termination or amendment of the ATD LINES equity-based plans. The Committee shall have the "authority" to appoint a subcommittee, of "no fewer than two members" who meet the definition of "outside director", (for purposes of Section 162(m) of the Internal Revenue Code) and definition of "non-employee director" (for purposes of Rule 16b-3 under the Securities Exchange Act of 1934). The Committee or, if so appointed, the subcommittee shall be responsible for the approval and grant of individual stock awards and other awards under equity-based plans intended to comply with those provisions and, subject to the provisions of Sections 15 and 16 above, any other awards intended to constitute performance-based compensation under Section 162(m) of the Internal Revenue Code.

4. Qualified, Related Non-Qualified and Broad-Based Welfare Employee Benefit Plans

The Committee shall be responsible for recommending to the Board the adoption or termination of qualified, related non-qualified and broad-based welfare employee benefit plans and arrangements as well as reviewing and recommending Significant Amendments to such plans for adoption by the Board, provided, however, that the Board or its delegate shall be responsible for amending and terminating personnel benefit plans and arrangements to the extent provided by the terms of such employee benefit plans or arrangements or to the extent required by New York Stock Exchange Rules or applicable law. "Significant Amendments" shall be defined as amendments which make benefit or other changes materially increasing the ATD LINES liabilities under a benefit plan, amendment changes the design of such plans with respect to the allocation of responsibilities, and changes affecting ATD LINES indemnification obligations. The Committee shall also be responsible for oversight of management’s fulfillment of any other functions of ATD LINES and compliance with legal and regulatory requirements with respect to the ATD LINES benefit plans. The Committee shall report on such compliance to the Audit Committee of the Board.

1. Annual Report on Executive Compensation

The Committee shall prepare an annual report on executive compensation to be included in the Company’s proxy statement required by the Securities Exchange Act of 1934.

2. Succession Planning and Management Development

ATD LINES shall create an annual report on succession planning, including succession in case of an emergency or the retirement of the Chief Executive Officer, and ATD LINES program for management development. The report shall be presented to the Committee for its approval. If approved, the Committee will then present the report to the Board of Director.

3. Committee Evaluation

The Committee shall assess its performance annually. The Committee shall present its evaluation to the ATD LINES Board. This assessment should include the Committee’s contribution to the Board as a whole and specifically review areas in which the committee believes its contribution could be enhanced.

4. Other Matters

The Committee shall perform such other responsibilities as indicated in the "Purpose" section of this Charter or as the ATD LINES Board shall request.

VI. General:

1. Responsibilities

While the responsibilities of the Committee set forth in this Charter are contemplated to be the principal recurring activities of the Committee in carrying out its duties, these responsibilities are to serve as a guide with mutal understanding that the Committee may diverge from them as it deems appropriate given the circumstances.