AGREEMENT

DATED OCTOBER 15, 1982

NATIONAL CARRIERS' CONFERENCE COMMITTEE

and

employees of such railroads represented by the

UNITED TRANSPORTATION UNION

AGREEMENT

ARTICLE I - GENERAL WAGE INCREASES

Section 1 - First General Wage Increase (for others than Dining Car Stewards

Section 2 - Second General Wage Increase (for others than Dining Car
 Stewards and Yardmasters)

     Effective October 1, 1981, all standard basic daily and mileage rates of pay of employees represented by the United Transportation Union in effect on September 30, 1981, shall be increased by an amount equal to 3 percent, computed and applied for enginemen in the manner prescribed in Section 1 above. The cost-of-living allowance of 90 cents per hour in effect on September 30, 1981 will not be included with basic rates in computing the amount of this increase. The standard basic daily and mileage rates of pay produced by application of this increase are set forth in Appendix 2, which is a part of this Agreement.

Section 3 - Third General Wage Increase (for others than Dining Car Stewards
and Yardmasters)

     Effective July 1, 1982, all standard basic daily and mileage rates of pay of employees represented by the United Transportation Union in effect on June 30, 1982, shall be increased by an amount equal to 3 percent, computed and applied for enginemen in the manner prescribed in Section 1 above. The cost-of-living allowance of $1.25 per hour in effect on June 30, 1982 will not be included with basic rates in computing the amount of this increase. The standard basic daily and mileage rates of pay produced by application of this increase are set forth in Appendix 3, which is a part of this Agreement.

Section 4 - Fourth General Wage Increase (for others than Dining Car, Stewards and Yardmasters)

     Effective July 1, 1983, all standard basic daily and mileage rates of pay of employees represented by the United Transportation Union in effect on June 30, 1983, shall be increased by an amount equal to 3 percent, computed and applied for enginemen in the manner prescribed in Section 1 above. The amount of the cost-of-living allowance which will be in effect on June 30, 1983 will not be included with basic rates in computing the amount of this increase. The standard basic daily and mileage rates of pay produced by application of this increase are set forth in Appendix 4, which is a part of this Agreement.

Section 5 - Application of Wage Increases

     (a) (i) In engine service, all arbitraries, miscellaneous rates or special allowances, based upon mileage, hourly or dally rates of pay, as provided in the schedules or wage agreements, shall be increased commensurately with the wage Increases provided for in this Article I.

     (ii) In train and yard ground service, arbitraries, miscellaneous rates or special allowances, including those expressed in terms of miles, as provided in the schedules or wage agreements, shall be increased under this Agreement in the same manner as heretofore increased under previous wage agreements.

     (b) In determining new hourly rates, fractions of a cent will be disposed of by applying the next higher quarter of a cent.

     (c) Dally earnings minima shall be increased by the amount of the respective daily Increase.

     (d) Standard monthly rates and money monthly guarantees in passenger train service shall be thirty times the new standard daily rates. Other than standard monthly rates and money monthly guarantees shall be so adjusted that differentials existing as of March 31, 1981 shall be preserved.

     (e) Existing monthly rates and money monthly guarantees applicable in train service other than passenger will be increased in the same proportion as the daily rate for the class of service involved is increased.

     (f) Existing money differentials above existing standard daily rates shall be maintained.

     (g) In local freight service, the same differential in excess of through freight rates shall be maintained.

     (h) The differential of $4.00 per basic day in freight and yard service, and 4{ per mile for miles in excess of 100 in freight service, will be maintained for engineers working without firemen on locomotives on which under the former National Diesel. Agreement of 1950 firemen would have been required.

     (1) In computing the increases in rates of pay effective April 1, 1981 under Section 1 for firemen, conductors, brakemen and flagmen employed in local freight service, or on road switchers, roustabout runs, mine runs, or in other miscellaneous service, on runs of 100 miles or less which are therefore paid on a daily basis without a mileage component, whose rates had been increased by "an additional $.40" effective July 1, 1968, the 2 percent increase shall be applied to daily rates in effect March 31, 1981, exclusive of car scale additives, local freight differentials, and any other money differential above existing standard daily rates. For firemen, the rates applicable in the weight-on-drivers bracket 950,000 and less than 1,000,000 pounds shall be utilized in computing the amount of increase. The same procedure shall be followed in computing the increases of 3 percent effective October 1, 1981, 3 percent effective July 1, 1982, and 3 percent effective July 1, 1983. The rates produced by application of the standard local freight differentials and the above-referred-to special increase of "an additional $.40" to standard basic through freight rates of pay are set forth in Appendices 1, 2, 3 and 4, which are a part of this Agreement.

     (j) Other than standard rates:

     (i) Existing basic daily and mileage rates of pay other than standard shall be increased, effective as of the effective dates specified in Sections 1 through 4 hereof, by the same respective percentages as set forth therein, computed and applied in the same manner as the standard rates were determined.

     (ii) The differential of $4.00 per basic day in freight and yard service, and 44 per mile for miles in excess of 100 in freight service, will be maintained for engineers working without firemen on locomotives on which under the former National Diesel Agreement of 1950 firemen would have been required.

     (iii) Daily rates of pay, other than standard, of firemen, conductors, brakeiaen and flagmen employed in local freight service, or on road switchers, roustabout runs, mine runs, or in other miscellaneous service, on runs of 100 miles or less which are therefore paid on a daily basis without a mileage component, shall be increased as of the effective : dates specified in Sections 1 through 4 hereof, by the same respective percentages as set forth therein, computed and applied in the same manner as provided in paragraph (i) above.

     (k) Wage rates resulting from the increases provided for in Sections 1, 2, 3 and 4 of this Article I, and in Section Kg) of Article II, will not be reduced under Article II.

Section 6 - General Wage Increases for Dining Car Stewards and Yardmasters

     Effective April 1, 1981 all basic monthly rates of pay of dining car stewards and yardmasters represented by the United Transportation Union in effect on March 31, 1981 shall be increased by 2 percent. The cost-of-living allowance of 584 per hour in effect on March 31, 1981 will not be included with basic rates in computing the amount of this increase.

     The rates produced by such increase shall be further increased as follows:

Effective October 1, 1981 - 3% The cost-of-living allowance of 90 cents per hour in effect on September 30, 1981 will not be included with basic rates in computing the amount of this increase.

Effective July 1, 1982 - 3X The cost-of-living allowance of $1.25 per hour in effect on June 30, 1982 will not be included with basic rates in computing the amount of this increase.

Effective July 1, 1-983 - 3% The amount of the cost-of-living allowance which will be in effect on June 30, 1983 will not be included with basic rates in computing the amount of this increase.

Rates of pay resulting from the increases provided for in this Section 6, and Section l(g) of Article II, will not be reduced under Article II.- 5 -

     (e) While a cost-of-living allowance is in effect, such cost-of-living allowance will apply to straight time, overtime, vacations, holidays and to special allowances and arbitraries in the same manner as basic wage adjustments have been applied in the past.

     (f) The amount of the cost-of-living allowance, if any, which will be effective from one adjustment date to the next may be equal to, or greater or less than, the cost-of-living allowance in effect in the preceding adjustment period.

     (g) On December 31, 1983 the cost-of-living allowance in effect on January 1, 1983 shall be rolled into basic rates of pay and the cost-of-living allowance remaining in effect will be reduced by a like amount. On June 30, 1984, 50% of the cost-of-living allowance then in effect (rounded to the next higher cent if the allowance consists of an odd number of cents) shall be rolled into basic rates and the cost-of-living allowance remaining in effect will be reduced by a like amount.

     (h) Cap, (i) In calculations under paragraph (i) below, the maximum increase in the BLS Consumer Price Index (C.P.I.) which will be taken into account will be as follows:

Effective Date Maximum C.P.I. Increase

(1) (2)

January 1, 1983 42 of March 1982 CPI

July 1, 1983 8% of March 1982 CPI, less the increase from

March, 1982 to September, 1982.

January 1, 1984 4% of March 1983 CPI

     (ii) If the Increase in the BLS Consumer Price Index from the base month of March 1982 to the measurement month of September 1982, exceeds 42 of the March base index, the measurement period which will be used for determining the cost-of-living adjustment to be effective the following July 1 will be the twelve-month period from such base month of March; the increase in the index which will be taken into account will be limited to that portion of increase which is in excess of 4% of such March base index, and the maximum increase in that portion of the index which may be taken into account will be 8% of such March base index less the 4% mentioned in the preceding clause, to which will be added any residual tenths of points which had been dropped under paragraph (i) below in calculation of the cost-of-living adjustment which will have become effective January 1 during such measurement period.

     (iil) Any increase in the BLS Consumer Price Index from the base month of March 1982 to the measurement month <f March 1983 in excess of 8% of the March 1982 base index, will not he taken into account in the determination of subsequent cost-of-living adjustments.- 7 -

     (i) Formula. The number of points change in the BLS Consumer Price Index during a measurement period, as limited by paragraph (h) above, will be converted into cents on the basis of one cent equals 0.3 full points. (By "0.3 full points" it is intended that any remainder of 0.1 point or 0.2 point of change after the conversion will not be counted.)

     The cost-of-living allowance in effect on July 1, 1982 as result of application of Section l(c) will be adjusted (increased or decreased) effective January 1, 1983 by the whole number of cents produced by dividing by 0.3 the number of points (including tenths of points) change, as limited by paragraph (h) above, in the BLS Consumer Price Index during the measurement period from the base month of March 1982 to the measurement month of September 1982. Any residual tenths of a point resulting from such division will be dropped. The result of such division will be added to the amount of the cost-of-living allowance in effect on July 1, 1982 if the Consumer Price Index will have been higher at the end than at the beginning of the measurement period, and subtracted therefrom only if the index will have been lower at the end than at the beginning of the measurement period.

     The same procedure will be followed in applying subsequent adjustments.

     (j) Continuance of the cost-of-living adjustments is dependent upon the availability of the official monthly BLS Consumer Price Index (CPI-W) calculated on the same basis as such Index, except that, if the Bureau of Labor Statistics, U.S. Department of Labor, should during the effective period of this Agreement revise or change the methods or basic data used in calculating the BLS Consumer Price Index in such a way as to affect the direct comparability of such revised or changed index with the CPI-W Index during a measurement period, then that Bureau shall be requested to furnish a conversion factor designed to adjust the newly revised index to the basis of the CPI-W Index during such measurement period.

Section 2 - Application of Cost-of-Living Adjustments

     In application of the cost-of-living adjustments provided for by Section 1 of this Article II,. the cost-of-living allowance will not become part of basic rates of pay except as provided in Section l(g). Such allowance will be applied as follows:

     (a) -For others than dining car stewards and yardmasters, each one cent per hour of cost-of-living allowance will be treated as an increase of 8 cents in the basic daily rates of pay produced by application of Sections 2, 3 and 4 of Article I and by Section Kg) of this Article II. The cost-of-living allowance will otherwise be applied in keeping with the provisions of Section 5 of Article I.

     (b) For dining car stewards, each one cent per hour of cost-of-living allowance will be treated as an increase of $1.80 in the monthly rates of pay produced by application of Section 6 of Article I and by Section Kg) of this Article II.- 8 -

     (c) For yardmasters, each one cent per hour of cost-of-living allowance will be treated as an increase of $2.00 in the monthly rates of pay produced by application of Section 6 of Article I and by Section l(g) of this Article II.

ARTICLE III - VACATIONS

     Insofar as applicable to employees represented by the United Transportation Union, the Vacation Agreement dated April 29, 1949, as amended, is further amended effective January 1, 1982, by substituting the following Section l(c), l(d) and l(h) for the corresponding provisions container! in Section 1, as previously amended:

     (c) Effective January 1, 198-2, each employee, subject to the scope of schedule agreements held by the organizations signatory to the April 29, 1949 Vacation Agreement, having eight or more years of continuous service with employing carrier will be qualified for an annual vacation of three weeks with pay, or pay in lieu thereof, if during the preceding calendar year the employee renders service under schedule agreements held by the organizations signatory to the April 29, 1949 Vacation Agreement amounting to one hundred sixty (160) basic days in miles or hours paid for as provided in individual schedules and during the said eight or more years of continuous service renders service of not less than one thousand two hundred and eighty (1280) basic days in miles or hours paid for as provided in individual schedules.

     Beginning with the effective date of the provisions of Article 3 of Agreement "A" dated September 25, 1950, May 25, 1951 or May 23, 1952, on an individual carrier, but not earlier than the year 1960, in the application of this Section l(c) each basic day in yard service performed by a. yard service employee or by an employee having interchangeable road and yard rights shall be computed as 1.6 days, and each basic day in all other services shall be computed as 1.3 days, for purposes of determining qualifications for vacations. (This is the equivalent of 100 qualifying days in a calendar year in yard service and 120 qualifying days in a calendar year in road service.) (See NOTE below.)

     Beginning with the year 1960 on all other carriers, in the application, of this Section l(c) each basic day in all classes of service shall be computed as 1.3 days for purposes of determining qualifications for vacation. (This is the equivalent of 120 qualifying days.) (See NOTE below.)

     (d) Effective January 1, 1982, each employee, subject to the scope of schedule agreements held by the organizations signatory to the April 29, 1949 Vacation Agreement, having seventeen or more years of continuous service with employing carrier will be qualified for an annual vacation of four weeks with pay, or pay in lieu thereof, if during the preceding calendar year the employee renders service under schedule agreements held by the organizations signatory to the April 29, 1949 Vacation Agreement amounting to one hundred sixty (160) basic days in miles or hours paid for as provided in individual schedules and during the said seventeen or more years of continuous service renders service of not less than two thousand seven hundred and twenty (2720) basic days in miles or hours paid for as provided in individual schedules.

     Beginning with the effective date of the provisions of Article 3 of Agreement "A" dated September 25, 1950, May 25, 1951 or May 23, 1952, on an individual carrier, but not earlier than the year 1960, in the application of this Section l(d) each basic day In yard service performed by a yard service employee or by an employee having interchangeable road and yard rights shall be computed as 1.6 days, and each basic day in all other services shall be computed as 1.3 days, for purposes of determining qualifications for vacations. (This is the equivalent of 100 qualifying days in a calendar year In yard service and 120 qualifying days in a calendar year in road service.) (See NOTE below.)

     Beginning with the year 1960 on all other carriers, in the application of this Section l(d) each basic day in all classes of service shall be computed as 1.3 days for purposes of determining qualifications for vacation. (This is the equivalent of 120 qualifying days.) (See NOTE below.)

     (The NOTE referred to in Sections l(c) and l(d) above reads as follows:

     "NOTE: - In the application of Section l(a), (b), (c), (d) and (e), qualifying years accumulated, also qualifying requirements for years accumulated, prior to the effective date of the respective provisions hereof, for extended vacations shall not be changed.")

     (h) Where an employee is discharged from service and thereafter restored to service during the same calendar year with seniority unimpaired, service performed prior to discharge and subsequent to reinstatement during that year shall be included in the determination of qualification for vacation during the following year.

     Where an employee is discharged from service and thereafter restored to service with seniority unimpaired, service before and after such discharge and restoration shall be included in computing three hundred twenty (320) basic days under Section l(b), one thousand two hundred and eighty (1280) basic days under Section l(c), two thousand seven hundred and twenty (2720) basic days under Section l(d), and four thousand (4000) basic days under Section l(e).

ARTICLE IV - HOLIDAYS

     Effective January 1, 1983, the national holiday provisions will be revised to add the day after Thanksgiving Day and to substitute New Year's Eve (the day before New Year's Day is observed) for Veterans Day.

      The holiday pay qualifications for Christmas Eve - Christmas shall also be applicable to the Thanksgiving Day - day after Thanksgiving Day and the New Year's Eve - New Year's Day holidays.

ARTICLE V - HEALTH AND WELFARE BENEFITS Section 1. Continuation of Plan

     The benefits now provided under The Railroad Employees National Health and Welfare Plan, modified as provided below, will be continued subject to the provisions of the Railway Labor Act, as amended. Contributions to the Plan will be offset by the expeditious use of such amounts as may at any time be in Special Account A or in one or more special accounts or funds maintained by the insurer in connection with Group Policy Contract GA-23000, and by the use of funds held in trust that are not otherwise needed to pay claims, premiums or administrative expenses which are payable from trust. Detailed contract language effectuating all changes in the Plan called for by this Agreement will be worked out by the Joint Policyholder Committee with the insurer.

     The following benefit changes will be made effective on the first day of the month after the month in which this Agreement becomes effective:

     (a) Life Insurance - The maximum life insurance benefit for active employees will be increased from $6,000 to $10,000.

     (b) Accidental Death, Dismemberment and Loss of Sight - The maximum accidental death, dismemberment and loss of sight benefit, called the "Principal Sum" in Group Policy Contract GA-23000, will be increased from $4,000 to $8,000. Those accidental death, dismemberment and loss of sight benefits that are payable in the amount of one-half the Principal Sum will thus be increased from $2,000 to $4,000.

     (c) Hospital Miscellaneous Benefits - The provision for reimbursement for hospital charges for medical care and treatment (other than charges for room and board, nurses', and physicians' and surgeons' fees), and the excess of charges for intensive care in an intensive care unit over the amount payable otherwise, shall be increased from "not more than $2,000 plus 80% of the excess over $2,000," to "not more than $2,500 plus 80% of the excess over $2,500."- 11 -

     (d) Surgical Expense Benefit -

(i) The maximum surgical benefit for all surgical procedures due to the same or related causes, as well as the maximum basic benefit for any one surgical procedure, will be increased from $1,000 to $1,500; and the $1,000 E Surgical Schedule will be replaced by a $1,500 E Surgical Schedule.

     (ii) No surgical expense benefits described in Part E of Article VII of Group Policy- Contract GA-23000 will be payable under the Plan with respect to any non-emergency surgical procedure listed below and described in Schedule I to Policy Contract GA-23000 unless the opinions, of two surgeons with respect to the medical necessity of the procedure have first been obtained and at least one of those opinions recommends the procedure. Major medical expense benefits described in Part J of such Article will, however, be payable with respect to such a procedure whether or not the opinion of a second surgeon is obtained. The surgical procedures referred to above are:

1. Breast Surgery           7. Gall Bladder Operations
2. Bunion Surgery           8. Knee Surgery
3. Cataract Surgery         9. Prostate Operations
4. Hemorrhoid Operations   10. Rhinoplasty
5. Hernia Repairs          11. Tonsillectomy & Adenoidectomy
6. Hysterectomy            12. Varicose Vein Operations

     (e) Radiation Therapy Expense Benefits - The radiation therapy expense benefits and the schedule listing them will be broadened to include chemotherapy treatments; the overall combined maximum radiation therapy and chemotherapy expense benefits for any one person during any one calendar year will be increased from $400 to $600; and the overall combined maximum radiation therapy and chemotherapy expense benefits for any one person for any one accident or sickness will be increased from $400 to $600.

     (f) X-Ray or Laboratory Examinations - The maximum medical expense benefit for x-ray and laboratory examinations of any one person during any one calendar year will be increased from $150 to $250.

     (g) Physician's Fee Benefit

     (i). The maximum amount payable on behalf of an employee or dependent for physician's charges for visits while the employee or dependent is confined as a hospital in-patient will be increased from $10.00 to $12.00 per day of such confinement, and the maximum so payable during any one period of hospital confinement will be increased from $3,650 to $4,380.- 12 -

     (ii) The maximum amount payable for physician's office visits by an employee shall be increased from $10.00 to $12.00, and for home visits from $12.00 to $15.00, per visit, limited as at present to one home or office visit per day and a maximum of 180 such visits in a 12-month period; no benefit payable for the first visit on account of injury or first three visits on account of sickness.

     (h) Major Medical Expense Benefits - The maximum aggregate amount payable as major medical expense benefits with respect to any eligible employee or dependent during such person's entire lifetime will be increased from $250,000 to $500,000.

     (i) Hospital Emergency Room - To the extent not otherwise covered under the Plan, benefits will be payable for expenses in excess of $50 Incurred for the use of hospital emergency room by a covered employee or dependent. To the extent the first $50 of such expenses are not covered by the Plan, they will count toward reaching the cash deductible amount of $100 under the major medical expense benefits provisions of the Plan.

     The provision under which a new employee becomes a Qualifying Employee, and may become covered and eligible for benefits, on the first day of the first calendar month starting after such employee has completed 60 continuous days during which he has maintained an employment relationship, will be changed to provide that a new employee (employed on or after the first day of the calendar month following the month in which this agreement is executed) will become a Qualifying Employee on the first day of the first calendar month starting after the day on which such employee first performs compensated service; provided, however, that no employee or dependent health benefits described in Article VII of Group Policy Contract GA-23000, other than the major medical benefits described in Part J thereof, will be payable to or on behalf of an employee until the expiration of twelve months after the month during which he first performs compensated service.

     If an employee is covered immediately prior to his death with respect to an eligible dependent's health benefits described in Article VII of Group Policy Contract GA-23000, such coverage will continue with respect to those benefits until the end of the fourth month following the month in which the employee's death occurred.

     An employee who is suspended or dismissed from service and is thereafter awarded full back pay for all time lost as a result of such suspension or dismissal will be covered under the Plan as if he or she had not been suspended or dismissed in the first place.- 13 -

     e. Dental x-rays, including full mouth x-rays (but not more than once in any period of 36 consecutive months), supplementary bitewing x-rays (but not more than once in any period of 6 consecutive months) and such other dental x-rays as are required in connection with the diagnosis of a specific condition requiring treatment.- 14 -

ARTICLE VII - EARLY RETIREMENT MAJOR MEDICAL BENEFITS Section 1. Continuation of Plan

     The benefits now provided under The Railroad Employees National Early Retirement Major Medical Benefit Plan, modified as provided below, will be continued subject to the provisions of the Railway Labor Act, as amended. Detailed contract language effectuating all changes in the Plan called for by this Agreement will be worked out by the National Carriers' Conference Committee with the insurer.

     The following benefit change will be made effective on the first day of the month after the month in which this Agreement becomes effective: The maximum amount payable with respect to any retired or disabled employee covered by the Plan or to any eligible'dependent of such a retired or disabled employee will be increased from $50,000 to $75,000.

ARTICLE VIII - NATIONAL HEALTH LEGISLATION

     In the event that national health legislation should be enacted, benefits provided under The Railroad Employees National Health and Welfare Plan, The Railroad Employees National Early Retirement Major Medical Benefit Plan, and The Railroad Employees National Dental Plan with respect to a type of expense which is a covered expense under such legislation will be Integrated so as to avoid duplication, and the parties will agree upon the disposition of any resulting savings.

ARTICLE IX - EXPENSES AWAY FROM HOME

     Effective December 1, 1982, the meal allowance provided for in Article II, Section 2, of the June 25, 1964 National Agreement, as amended, is increased from $2.75 to $3.85.

ARTICLE X - CABOOSES

     Pursuant to the recommendations of Emergency Board No. 195, the elimination of requirements for or affecting the utilization of cabooses, as proposed by the carriers in their notice served on or about February 2, 1981, will be handled on an individual railroad basis in accordance with the following agreed upon procedures and guidelines.

     Cabooses may be eliminated from trains or assignments in any or all classes of service by agreement of the parties.

     Cabooses in all classes of service other than through freight service are subject to elimination by agreement or, if necessary, by arbitration.

     In through freight service, cabooses on all trains are subject to consideration in the negotiation of trains that may be operated without cabooses and there is no limit on the number that can be eliminated by agreement. However, there shall be a 25% limitation on the elimination of cabooses in through freight (including converted through freight) service, except by agreement. If arbitration becomes necessary to achieve the 25 percent of cabooses that may be eliminated in through freight service it shall be handled as hereinafter provided.

     (a) When a carrier desires to operate without cabooses in any service, it shall give written notice of such intent to the General Chairman or General Chairmen involved, specifying the trains, runs or assignments, territory, operations and service involved. A meeting will be held within fifteen (15) days from the date of such notice to commence consideration of the carrier's request subject to the guidelines outlined in Section 2 below.

     (c) Except by agreement cabooses will not be eliminated from trains that regularly operate with more than 35 cars where the crews are normally required to provide rear-end flagging protection.

     (d) Crew members will not as a result of the elimination of cabooses be required to ride on the side or rear of cars except In normal switching or service movements or reverse movements that are not for extended distances*

     (ii) trains that regularly operate with 70 cars or less which are scheduled to make no stops en route to pick up and/or set out cars;

Section 8. Restrictions

     The foregoing provisions are not intended to impose restrictions with respect to the elimination of cabooses or in connection with operations conducted without cabooses where restrictions did not exist prior to the date of this Agreement.

     This Article shall become effective fifteen (15) days after the date of this Agreement.

ARTICLE XI - STUDY COMMISSION

     Section 1. Pursuant to the recommendations of Emergency Board No. 195 the parties signatory to this Agreement hereby establish a Study Commission consisting of three partisan members representing the carriers, three partisan members representing the United Transportation Union and a neutral member who shall be Chairman. The Chairman shall be selected by the partisan members within 30 days from the date of this Agreement. If the partisan members of the Commission cannot agree on the Chairman within such 30 days, the partisan members shall request the National Mediation Board to confer with the members and within 15 days of such request select a Chairman.

     Section 2. The Commission is authorized and directed to investigate and consider in accordance with the recommendations of Emergency Board No. 195 the subject matters listed below:

Basis of pay and related alternatives
Initial and Final terminal delay
Air hose coupling
Engine exchange
Road/yard restrictions
Supplemental sick pay
Disability pay
Personal leave
Principles and procedures for stabilizing the pay structure of the operating crafts in response to earnings adjustments arising from crew consist agreements.

     Section 3. The Commission shall promptly establish its operating procedures, including the formulation of a schedule designed to expedite and enhance the opportunity to reach agreement on all issues at the earliest possible date. The Chairman shall have authority to resolve any differences between the members with respect to determining the procedures under which ° it will operate, scheduling meetings and the priorities for consideration of the issues. In the event the Chairman is unable to continue his assignment or the partisan members unanimously concur that a successor should be appointed, the procedures set forth above shall be followed in selecting a replacement.- 20 -

     Section 4. In consultation with the members, the Chairman shall promptly establish a time table for negotiations between the parties on the issues submitted to the Commission. If, after 90 days from the date such negotiations begin, the parties have failed to reach agreement or demonstrate evidence of substantial progress in resolving the issues, the Chairman shall convene hearings on the matters in dispute and formulate substantive guidelines to further advance negotiations. The parties shall then negotiate within these guidelines for a period not to exceed 60 days.

     Section 5. If, at the end of such 60 day period, agreement has not been reached on all issues, the Chairman shall make recommendations to the parties for disposing of all unresolved issues not later than December 1, 1983. While the recommendations of the Chairman shall not be considered final and binding, the parties affirm their good faith intentions to give full consideration to such recommendations as a means of resolving such matters.

     Section 6. The Study Commission shall terminate, unless otherwise agreed to by the parties, 30 days from the date the recommendations have been made.

     Section 7. If the parties are unable to resolve all of the issues covered thereby, either party may serve proposals within the framework of any such recommendations in accordance with the Railway Labor Act and the provisions of Article XIII, Section 2(c) of this Agreement.

ARTICLE XII - LUMP SUM PAYMENT

     In lieu of personal leave days, a lump-sum payment of $200.00 shall be made not later than the first payroll period ending in July, 1983, to employees covered by this Agreement who (a) have had an employment relationship with their employing carrier under the Agreement with the organization signatory hereto as of April 1, 1981, (b) have continued such employment relationship up to December 31, 1982 and (c) have performed compensated service under such Agreement during the period from April 1, 1981 to December 31, 1982.

     There shall be no duplication of lump-sum payments by virtue of employment under an agreement with another organization.

     An employee who otherwise meets all of the qualifications outlined above except that he did not have an employment relationship as of the dates specified above because he had been dismissed from service and such employee subsequently is or has been reinstated with seniority unimpaired will be considered eligible to receive the lump-sum payment.

     The receipt of the lump-sum payment by an employee will not be considered a factor in connection with nor trigger any other benefit or compensation provided by agreement, such as health and welfare, vacations and guarantees.- 21 -

ARTICLE XIII - GENERAL PROVISIONS Section I - Court Approval

     This Agreement is subject to approval of the courts with respect Co participating carriers in the hands of receivers or trustees.

Section 2 - Effect of this Agreement

     (a) The purpose of this Agreement is to fix the general level of compensation during the period of the Agreement and is in settlement of the dispute growing out of the notices served upon the carriers listed in Exhibit A by the organization signatory hereto dated on or about February 2, 1981 and February 12, 1982, and the notices served on or about February 2, 1981 by the carriers for concurrent handling therewith.

     (b) This Agreement shall be construed as a separate agreement by and on behalf of each of said carriers and their employees represented by the organization signatory hereto, and shall remain in effect through June 30, 1984 and thereafter until changed or modified in accordance with the provisions of the Railway Labor Act, as amended.

     (c) The parties to this Agreement shall not serve nor progress prior to January 1, 1984 (not to become effective before July 1, 1984) any notice or proposal for changing any matter contained in:

     (1) this Agreement,

     (2) Section 2(c) of Article XV of the Agreement of January 27, 1972, and

     (3) proposals of the parties identified in Section 2(a) of this Article.

and any pending notices which propose such matters are hereby withdrawn.

     (d) Pending notices and new proposals properly served under the Railway Labor Act covering subject matters not specifically dealt with in Section 2(c) of this Article and which do not request compensation may be progressed under the provisions of the Railway Labor Act, as amended.

     (e) This Article will not bar management and committees on individual railroads from agreeing upon any subject of mutual interest.

SIGNED AT WASHINGTON, D.C. THIS 15TH DAY OF OCTOBER, 1982.