In the Matter of Arbitration Between
SOUTHERN RAILWAY COMPANY
 NORFOLK AND WESTERN RAILWAY COMPANY

 And

 RAILROAD YARDMASTERS OF AMERICA

 Pursuant to

 Article I, Section 4, of the New York Dock
 Employee Protective Conditions Imposed by
 The Interstate Commerce Commission in
 Norfolk Southern Corporation - Control -
 Norfolk and Western Railway Company and
 Southern Railway Company

 Finance Docket No. 29430

 DECISION AND AWARD

 QUESTIONS AT ISSUE:

(2) If the answer to #1 is negative, then what would be the appropriate basis for the selection of forces? BACKGROUND: On December 4, 1980, NWS Enterprises, Inc., subsequently Norfolk Southern Corporation (N SC) , Norfolk and Western Railway Company (NW), and Southern Railway Company (SR), filed a joint application in Finance Docket No. 29430 (Sub. No. 1) , seeking authority under 49 U . S . C . § 11343 for NSC to acquire control through stock ownership of NW and its subsidiary carrier companies, and SR and its consolidated system companies. On November 2, 3 and 4, 1981, representatives of the Carriers met with representatives of all of their labor organizations to explain the merger and make arrangements to negotiate implementing agreements prior to the
 -2Interstate Co^-.merce Commission (ICC) issuing its order. In this connection , the Carrier submits that since it was expected that the standard labor protective conditions imposed by the ICC in such circumstances would be applicable, the parties agreed to waive the notice requirements of the New York Dockconditions 1/.
 Representatives of the Carriers and the Railroad Yardmasters of America (RYA) thereafter met on December 7 and 8, 1981, January 21 and 22, and February 18 and 19, 1982, for the purpose of negotiating implementing agreements covering the coordination of operations at Lynchburg, Virginia, WinstonSalem, North Carolina, and Norfolk, Virginia. No agreements were reached during these meetings.
 On March 19, 1982, the ICC approved the Carriers' application and, as concerns the interests of employees affected by the proposed transactions, provided for imposition of the New York Dock conditions as appropriate for the protection of Carriers' employees.
 In commenting upon its review of common point consolidations, the ICC in its Decision noted that at 10 of the 17 points served by both NW and SR, "operations will be concentrated at one facility with terminal and local service under the supervision of one railroad 2/." As concerns the consolidations at the three points involved in this arbitration, the ICC described them to be in principal part as follows:




1/ New York Dock Railway - Control - Brooklyn Eastern Dist 360 ICC 60
 (1979) , commonly known as the New York Dock conditions.
 2/ F.D. No. 29430 (Sub-No. 1), p 29
 3 / Ibid, p 31
 "4. Winston-Salem, NC: At Vv'inston-Salem, NC, Southern will be admitted to the NV; - Vvinston-Salem Southbound Railroad Company facility and Southern's operations consolidated with NW's at forth Winston Yard. Southern's Salem Yard facility, including twelve tracks, the yard office and station building, and the car repair and locomotive servicing facility will be retired 4/."

 "5. Lvnchburg, VA: Lynchburg, VA operations will be consoli-

 dated'at Southern's Montview Yard. The consolidation will permit retirement of most of NW's Kinney Yard, including car repair and locomotive servicing facilities. NW's old passenger station, the passing track adjacent to the main line at Kinney Yard, and two other yard tracks will be retained. Montview Yard has sufficient capacity without modification or expansion to handle NW's traffic, equipment, and agency work 5/." After the ICC had issued its March 19, 1982 Certificate and Decision, the representatives of the Carriers and the RYA met again on March 29 and 30, 1982, but no implementing agreements were reached. Carriers' final proposals,

 which were not acceptable to RYA, were as appended hereto as Attachments

 A-1 through A-3.

 Although no implementing agreements were reached during the final meeting, the parties agreed to have disputes concerning the selection of yardmaster forces made necessary by the coordination of facilities at the three locations above specified, resolved through arbitration as provided for in Article I, §4, of the New York Dock conditions. The parties then selected the undersigned as a neutral referee to resolve the dispute as represented by the aforementioned

 Questions at Issue.

 A hearing was held on the issues in dispute on May 3, 1982, in Washington, DC. All parties were represented at the hearing by persons experienced in the art of negotiations and familiar with a transaction of the type involved

 4/ Ibid, p 31
 51 Ibid, p 32
 in this dispute 6/ . The parties introduced written submissions and exhibits as well as supplemental briefs into evidence. They also presented extensive oral arguments relative to their respective positions. CONTENTIONS OF THE PARTIES: The Position of the Carriers
 The Carriers contend that its proposed agreements provide an appropriate basis for the selection of forces at each of the three locations. In essence, it submits that since many of its yardmaster employees are not represented by RYA or any other labor organization, that the implementing agreements it has proffered at each location were designed to treat all affected yardmasters, contract, excepted, and non-contract, in a fair and equitable manner 7/. Here, the Carriers make reference to non-contract and exempt yardmasters being equally entitled to protection under New York Dock as are RYA represented employees. In particular, Carriers make reference to Article I, §2 and §4 of the New York Dock conditions 8/ .




The Carriers also cite Article IV of New York Dock in support of its position that both NZ~V''s non-contract yardmasters and SR's specifically ex cepted positions are entitled to equal protection with the RYA represented yardmasters under the statutory protective conditions imposed by the ICC 9/ . In this respect, the Carriers contend that both they and the RYA are bound to negotiate implementing agreements that are no less fair, equitable and protective of the interests of the non-contract and excepted yardmasters as such

 agreements are of RYA yardmasters.

 The Carriers further maintain that just as the status of the non-contract yardmasters may not be changed except under the provisions of §2, Ninth of the Railway Labor Act 10/, their non-represented, non-contract status is likewise preserved and protected under Article I, §2, of New York Dock.
 It is the Carriers' contention that by its actions in this dispute RYA is seeking to expand its representation rights for yardmasters to the entire NW, an effort which it states RYA first attempted in 1967 and then abandoned in




It is thus the Carriers' position that RYA's involvement in the transactions and the negotiation of implementing agreements pursuant to Article I, §4, of New York Dock is as the representative of certain SR yardmaster employees at Lynchburg, Winston-Salem, and Norfolk, and of certain NW yardmaster employees at Portlock Yard, Norfolk. In terms of the selection of forces in the rearrangement of forces at each of the three points, the Carriers assert that the proffered agreements would retain the SR rules and the SR-RYA agreement in their entirety at the coordinated facility at Lynchburg; retain the NW working conditions in their entirety at the coordinated Winston-Salem facility; and, retain the RYA-NW (Virginian) agreement in its entirety at the coordinated Norfolk facilities, and leave undisturbed the existing situation with regard to the non-represented, non-contract y ardmaster employees at the Lamberts Point complex which it submits is not involved in the coordination at Norfolk. As concerns Lynchburg, the Carriers state that after the coordination, NW's Kinney Yard will be closed and all work will be performed at Montview Yard in an SR controlled operation. In this connection, it submits that it would abolish two NW non-contract yardmaster positions at Kinney Yard, and anticipates the need for a third shift position to be added to the yardmaster force at Montview Yard. Under the arrangements and agreement it has proposed, Carrier states RYA would retain representation rights to all yardmaster work at Lynchburg subject to the existing exclusion for an agent terminal control contained in SR-RYA Agreement Rule 1(B). The Carriers portray, in
summary form, the impact on yardmaster employees at Lynchburg to be as follows

Proposed

After Coordination

NS (SR-Control)





The Carriers state that while RYA would agree to such conditions at Lynchburg, it has conditioned its proffer upon RYA's acceptance of what it terms parallel conditions in the proffered agreement at Winston-Salem, to which agreement RYA has voiced its objections.
 At Winston-Salem, Carriers state that the SR's Salem Yard is supervised on the first shift by an agreement exempt general yardmaster and that an RYA represented yardmaster is assigned to the second shift. It says SR has no third shift yard operation at Salem Yard. The Carriers also state at present five NfV non-contract yardmaster employees supervise operations from NW's North Winston Yard. It is the Carriers' intention that after the coordination, SR's Salem Yard be retired, the exempt general yardmaster and RYA yardmaster positions be abolished, and all work be performed at North Winston Yard as an NW controlled terminal. In summary form, the Carriers show the impact on yardmaster employees at Winston-Salem to be as follows:

 Present Operations
NW SR

 2 non-contract 1 excepted
 1 RYA

 Pr esent Operations

5 non-contract

 SR

 1 excepted 1 RYA

 Proposed
 After Coordination
N S ( NW-Control )
5 non-contract

and perpetuate the representation and contract rights on the controlling carrier.
 In this connection, it points to Lynchburg as being SR controlled, with RYA
 yardmasters continuing to be RYA represented, with the same rules, seniority
 rights, etc., as at present, and with the adverse impact being borne by NW
 non-contract yardmasters. At the same time, the Carriers would have the
 non-contract yardmasters survive at Winston-Salem as NW control, proposing
 the adverse impact at Winston-Salem being equally shared by the abolishment
 of SR's excepted general yardmaster and SR's RYA yardmaster when SR's
 Salem Yard is retired.
 The Carriers also point out that if it was to be determined that RYA
 yardmasters have some form of equity to yardmaster work within the con
 solidated Winston-Salem facility at North Winston Yard, then non-contract
 yardmaster employees would have a similar equity to work at the Lynchburg
 facility at Montview Yard.
 The Carriers have further stated, and the RYA has not denied, that in
 rejecting the Carriers' proposal at Winston-Salem, the RYA had demanded that
 the RYA yardmaster presently at SR's Salem Yard be guaranteed a yardmaster
 position for the period of his protection, whether or not a need for such pos
 ition existed. The Carriers assert the RYA demand goes beyond the require
 ments of New York Dock, in that when a protected employee does not stand
 for work, yardmaster work in this instance, such employee is required to ex
 ercise seniority to his basic (lower) craft so as to be entitled to a displacement
 allowance. In support of its position, Carriers direct attention to Article I,§5(a),
 of New York Dock 121, and the Decision and Award of arbitrators in two prior
disputes involving other carriers

 and RYA 13/. The Carriers submit, and

 this arbitrator does find from a review of those Decisions and Awards, that

 the issue in dispute was resolved in favor of the carriers, principally, that for an employee to receive protective allowances, he must first exercise seniority under all applicable rules, agreements, and practices, including a return to an original craft in which such employee has retained seniority.
 Finally, as concerns Norfolk, VA, the Carriers state that when its Norfolk area operations are consolidated as set forth in the application to the ICC, they will retire SR's Carolina Yard and abolish three RYA yardmaster positions at that Yard and consolidate operations at NW's Portlock Yard. It would be the Carriers' intention under their proposed implementing agreement covering this coordination to dovetail the seniority rights of the present SR-RYA yardmasters into the NW-RYA Portlock Yard seniority roster under the RYA-NW (former Virginian) Agreement, with any yardmasters unable to hold a position within the coordianted facility to be afforded protection under N ew York Dock. The Carriers direct particular attention to both its and the ICUs determination that the Lamberts Point complex with its twenty non-represented, non-contract yardmaster employees "will not be affected" by the Norfolk coordinations or transactions. In summary form, the Carriers show the impact on yardmaster

 employees at Norfolk to be as follows:

 Present Operations
NW SR

 4 RYA

 3 RYA

 Proposed
 After Coordination
NS (NW-Control)
4 RYA


The Carriers maintain that its proffered agreement for Norfolk mould permit RYA to retain the RYA-NW (Virginian) Agreement in its entirety at the coordinated Portlock Yard facility. The RYA's rejection of the proffered agreement, Carriers assert, was in disagreement with the coordination proposed by the Carriers and approved by the ICC in not including Lamberts Point in such a consolidation. The RYA's position, Carriers aver, is tantamount to a demand that the Carriers must seek agreement with its employees in planning and defining the extent of a coordination. Such a position, Carriers submit, is in direct conflict with the clear meaning and intent of New York Dock, particularly §1 of Article 4 14 / . In further support of its position, Carriers direct attention to the determinations of the ICC in SOUTHERN RAILWAY COMPANY - PURCHASEKENTUCKY 8, INDIANA TERMINAL RAILROAD COMPANY (F.D. 29690, decided February 23, 1982), particularly that portion of the ICUs Discussion and Conclusions which states: "It is recognized, however, that a carrier always has the option to elect not to consummate an authorized transaction if the labor arrangement designated in the arbitration decision is not desired by that Carrier 15/." Here, Carriers assert that if a carrier may choose not to consummate a coordination contemplated by it and approved by the ICC, it most certainly cannot be forced to consummate a coordination proposed by a labor organization and against

 Carriers' interest and not approved by the ICC.

15/ Ibid, p 8
 The Position of The RYA:

 The RYA contends that the Carriers are not really seeking to coordinate terminals, but is rather attempting to abolish positions under the auspices of the ICC Finance Docket. Further, that while the Carriers are attempting to coordinate the entire terminal areas at Lynchburg and Winston-Salem, the Carriers improperly seek to coordinate only two points within the entire configuration of facilities at Norfolk. It is the position of the RYA: "1) Employees have the right to retain their current working agreement, 2) The coordination of a Terminal is the coordination of the entire Terminal, 3) Carrier has entered into Agreements with other classes and crafts which includes the entire Terminal, and 4) Previous mergers involving this Carrier support the Employees."
 Except for stating that the Carriers have not suggested "how the coordination will be implemented concerning yardmasters from the N&W's Kinney Yard to Southern's Montview Yard at Lynchburg, Virginia," RYA has voiced no real objections to the Carriers' intentions relative to Lynchburg, since it is evident RYA would retain representation rights to all yardmaster work at Lynchburg subject to the existing exclusion for an agent terminal control as discussed heretofore.
 The RYA does, however, take exception to the Carriers' proposals covering Winston-Salem as not permitting yardmaster employees which RYA represents not having the right to retain their current working agreement. It contends that neither the Carriers nor any other entity can "absolve a scheduled bargained Agreement, binding between the parties." It submits that to accept Carriers' proposal at Winston-Salem is tantamount to determining the SR-RYA Agreement null and void at that location, while permitting non-represented, non-contract yardmaster employees to supervise the remaining work at Salem Yard.
 The RYA also contends that the Carriers by their actions at Norfolk are seeking to deprive and strip three yardmaster employees of their Agreement rights, submitting that at Norfolk, yardmasters on SR have division seniority which encompasses the entire Eastern Division, including Norfolk. In support of its position that a carrier cannot eliminate an effective collective bargaining agreement except through negotiation and agreement with a certified bargaining representative, RYA directs attention to the Decision and Award of Arbitrator Joseph A. Sickles involving a dispute concerning ICC F.D. No. 29455, wherein it was stated 161:


"In any event, I reject the carriers' invitation to eliminate the UTU-IT Agreement in toto, and hold that the only alterations which are proper are those necessary to effectuate the selection of forces."

 As concerns its position that the coordination of a terminal is the coordination of the entire terminal, RYA contends the Carriers may not selectively determine those points which are to be included and excluded from a terminal consolidation. In this connection, it asserts that Lamberts Point "is well within the yard limits of Norfolk Terminal." The RYA further maintains that since the Carriers have entered into agreements with other represented employees to provide for the coordination of the

 16! N&W & IT RR Co & RYA & UTU, 12-30-81, pp 12,13
 entire Norfolk Terminal, the Carriers should likewise be required to coordi
 nate the entire Terminal complex with respect to yardmaster employees.
 The RYA is not unmindful that the ICC in commenting upon common points
 of consolidation had specifically stated with respect to Norfolk: "The Lamberts
 Point complex will not be affected." Rather, RYA expresses doubt that ICC
 by including such statement had taken into consideration "items concerning
 classes and crafts of employees." RYA further contends that such "language
 does not give Carrier a license to coordinate only half a Terminal; in fact,
 what they [Carriers] advocate to do at Norfolk is not coordination of a fourth
 of a Terminal."
 And, as concerns RYA's contention that "previous mergers involving this
 Carrier support the Employees [RYA]," it cites numerous past consolidations
 whereby NW had provided for the coordination of all satellite yards into one
 single terminal 17/. In support of its position, RYA also points to the follow
 ing excerpt from the Decision and Award of Dr. Jacob Seidenberg as the
 arbitrator in a dipsute concerning ICC F.D. No. 29489 18/

 "(2) The territory of Conrail RYA Seniority District No. 3 will be amended to include the entire territory of the Detroit Terminal Railroad Company and the Detroit Terminal Seniority District will be abolished. " The RYA has also directed attention to what it terms "problems" RYA has had in the past with SR relative to the determination of work to which it was of the opinion and belief had initially been improperly assigned to other than RYA represented yardmaster employees. No purpose would here be served by a review of RYA 's allegations.

18/ RYA & Conrail & Det Terml RR Co, 8-13-81, p 12
 At the arbitration hearing , RYA proposed the appropriate basis to allocate yardmaster forces would be to distribute jobs remaining at the three locations on an equity basis as between those which are or are to be RYA-represented as compared with counterparts in an exempt/non-contract status. In anticipation of RYA's proposal, Carriers had prepared, and submitted, a supplemental brief. This brief summarized the distribution of yardmaster employees as at present compared with a distribution on both an equity basis and the manner outlined by Carriers under those agreements which it has proffered for the coordinations at the three locations. The Carriers' comparisons show that on an eouitv basis, RYA would retain fewer jobs than under the distribution proposed by the Carriers, which distribution provides RYA a share of positions equal to what it now represents 19/ . The Carriers, in response to further RYA representations at the hearing, submitted a supplemental brief tracing the historical origin of §2, Article I, of New York Dock, its application to merger, acquisition and control transactions, and the range of possible interpretations that may be provided such Section 20/. The Carriers' "Conclusion" in this 16-page supplemental brief reads:

19/ "When the involved positions [at Norfolk] are added to those at Lynchburg
 -' and Winston-Salem, RYA presently represents 9 of 18 involved yardmasters
 or 50$. Under an equitable distribution, RYA would retain 5.464 of 12 jobs
 or 45.5$. However, under Carriers' proposals, RYA would represent 6 of
 the 12 retained yardmasters..." p 3

 _20/ Submitted by M. C. Kirchner, Labor Relations Officer, and L. F. Miller, Jr.,
 Assistant Director Labor Relations, SR





As concerns 1?YA's references to past coordinations whereby NW had provided for a consolidation of all yards in a terminal area, Carriers' rebuttal argument was to the effect that at such terminals as RYA mentioned, Carriers had wanted to coordinate entire terminal operations; the transactions had nonetheless provided for a rearrangement and reduction of yardmaster forces; and, at each of the cited locations, RYA represented all yardmaster employees, a fact


not present relative to the three locations here at issue in this dispute.

The Carriers also presented oral rebuttal argument concerning its position relative to RYA's contention that since agreements had been executed with representatives of other crafts or classes of employees to provide for the coordination


of the entire Norfolk terminal, that Carriers should likewise do the same with respect to its yardmaster employees. Principally, these arguments concerned the proposition that the coordinations in these other agreements related to


matters peculiar to that craft or class, switching limits, yard/road assignments, etc., and most particularly the fact that in each instance the labor organization involved in the coordination represented all employees of the craft or class.



As previously referenced in this Decision and Award, the ICC, in cor..mentin_ upon common point consolidations covered by Carriers' application. including those three points involved in this dispute, had given recognition to the fact that "operations will be concentrated at one facility with terminal and local service under the supervision of one railroad." At the same time, in determining the Carriers varied proposals to be consistent with the public interest, the ICC in its Decision related that it had considered the effect of the oroposed transactions on the interest of Carriers' employees and found that they would be protected adequately by the minimum level of protection mandated and described in New York Dock. At page 49 of its Decision, under the section entitled, "Labor", the ICC, as is here pertinent, stated:









It i_= a^parent from the above that ICC had rececnizec the proposed transactions would result in a need for a rearrangement of forces .;.iic- would include not only the creation. o` r_ew 'cbs, but likewise the abolis-Ment and transfer of present :ositions. Thus, there a :pears to be no rationale for -_ZYP_ tc here protest that in providing for tie coordination of terminals Carriers will be abolishing rositions presently occupied by yardmaster employees. It is also evident from the ICC Decision that it had reconized that the coordination of terminals was intended to concentrate terminal supervision under Cie control of one carrier, or w '--at Carriers here refer to as "the controlling carrier" at each terminal point.
 It is also aQF.arent in reviewing the history and intent of New York Dock that, contrary to ?YA contentions, consideration cannot be given to a supposed superiority of rights for represented employees to retain job opportunities to the detriment of non-represented, non-contract employees of the same job class or craft. There is actually no specified authority to do so. Rather, it appears that the selection of forces is to be made from all employees on a basis "accepted as appropriate" for application "in the particular case," and that employees who are not represented by a labor organization "shall be afforded substantially the same levels of protection as afforded to members of labor organizations 211." Therefore, whether a division of work or job opportunities be accomplished by voluntary agreement or interest arbitration, it must be accomplished in a responsible manner that is fair and reasonable to all concerned.
 In the dispute at issue, Carrier has proposed that this division of work between RYA-represented yardrnaster employees and non-represented, non-contract yardmaster employees be accomplished in a manner that would provide for the

 211 Ibid, Article IV
 - 18 - creation of one RYA-represented position at Lynchburg, and the abolishment of a like position at the Salem Yard in ~AJinston-Salem. Carriers' proposal would provide not only a fair and reasonable distribution of job opportunities in a rearrangement of forces between all yardmaster employees, but it would likewise facilitate operations being concentrated at each of the two involved facilities (Lynchburg and Winston-Salem) under the "carier-control" doctrine acproved by ICC for Carriers common point terminal consolidations.
 As stated by the RYA, this arrangement would have the effect of making its RYA-SR Agreement null and void at Winston-Salem. However, it is to be recognized that at present RYA holds representation rights only at SR's Salem Yard, a yard to be retiree under the consolidation transaction. The surviving, North Winston Yard, is a location at which RYA holds no present representation rights. Thus, under the proposed rearrangement of forces, while the RYA-SR Agreement would not be extended to include a location at which it is not the present representative of yardmaster employees, the RYA-SR Agreement would continue to remain applicable for yardmaster employees at SR-control locations, including Lynchburg. At the same time, RYA-NW relationships would continue to remain applicable at NW-control locations, i.e., the non-representation of yardmasters at North Winston Yard in the Winston-Salem consolidation, and the representation of yardmasters at Norfolk in accordance with the RYA-NW (Virginian) Agreement.
 This proposed rearrangement of forces and distribution of job opportunities is not found to be a circumstance similar to that which was addressed by Arbitrator Sickles in his Decision and Award in ICC F.D. No. 29455, the Award which the RYA cites in support of its contention that it has a right to retain its current working agreement. This is not a situation wherein one is being asked to eliminate an entire collective bargaining agreement. Nor is it a
 - 19 - circumstance where actual evidence regarding the practical operation of an ai7 regiment has not been proffered, a situation. evidently found to be present in the above cited Decision and Award. Moreover, a determination to adopt the proposed selection and rearrangement of forces at Winston-Salem in the manner as set forth by the Carriers may not be considered harmful to RYA because, to the extent it desires, it can seek to become the representative of non-represented, non-contract yardmaster employees at NW-control locations under representation procedures of the Railway Labor Act.
 As concerns RYA arguments relative to terminal areas at Norfolk, evidence of record is sufficient to support a finding that the Lamberts Point complex is not to be treated as affected by the common point consolidation approved by ICC for this location.
 For the reasons set forth above, it will be this Arbitrator's Finding that the first Question at Issue be answered in the afirmative. No reason exists therefore to respond to the second Question at Issue. AWARD:
 The proposed Agreements (Attachments A-1 througn A-3) are found to provide an appropriate basis for the selection of yardmaster forces in the rearrangement of forces made necessary by the transaction described in ICC F.D. No. 29430 (Sub. No. 1) pertaining to the coordination of facilities at the locations specified therein, namely, Lynchburg, VA, Winston-Salem, NC, and Norfolk, VA.

 Robert E. Peterson, Arbitrator

 Briarcliff Manor, NY May 24, 1982

Agreement NS I RYA

Lynchburg, VA


IMPLEMENTING AGREEMENT

BETWEEN

NORFOLK AND WESTERN RAILWAY COMPANY

SOUTHERN RAILWAY COMPANY

AND THEIR EMPLOYEES REPRESENTED BY

RAILROAD YAROMASTERS OF AMERICA


WHEREAS, Norfolk and Western Railway Company (NW) and Southern Railway Company (SR) have filed applications with the Interstate Commerce Commission (ICC) in Finance Docket No. 29430 and related sub-dockets 1 through 6, pertaining generally to the acquisition by Norfolk Southern Corporation (NSC) (formerly NWS Enterprises, Inc.) of control of, and coordination of operations between, Norfolk and Western Railway Company (NW) and its carrier subsidiaries and of Southern Railway Company (SR) and its consolidated system companies; and,

 WHEREAS, the ICC has approved said acquisition by Certifi cate and Decision decided March 19, 1982, service date March 25, 1982; and

 WHEREAS, as part of that Decision, the ICC approved consolidation of operations at SR's Montview Yard and the retirement of NW's Kinney Yard; and,

 CARRIFR'S EMBIT
 WHEREAS, the ICC has imposed the employee protective conditions set forth in New York Dock Ry. - Control - Brooklyn Eastern District, 354 ICC 399 (1978) as modified at 360 ICC 60 (1979) (New York Dock Conditions), in Finance Docket No. 29430 and related sub-dockets 1 through 6; and,

 WHEREAS, the parties signatory hereto desire to reach an implementing agreement satisfying and consistent with Article 1, Section 4 of the New York Dock Conditions with respect to the approved coordination of facilities, operations, and services at Lynchburg, Virginia;

 NOW, THEREFORE, IT IS AGREED, among NW, SR, and the Railroad Yardmasters of America (RYA) as follows:

 ARTICLE I
 Section 1
 Effective upon ten days bulletin board notice at Kinney Yard (NW) and Montview Yard (SR) (copy to interested General and Local Chairmen) following ICC approval of applications filed by Norfolk and Western and Southern Railway in Finance Docket No. 29430 or as soon thereafter as practicable, selected. coordinations of operations, facilities and employees shall be implemented with SR as the controlling Carrier.
 Section 2
 The notice provided for under Section 1 hereof will list the positions to be abolished, the names of the regular occupants, hours of assignment and rest days.

 Section 3
 On the effective date of the coordination, SR rules and agreements will be applicable to the coordinated facility, and the present NW facility at Lynchburg, Virginia will become part of the SR Eastern Division Seniority District.

 ARTICLE II
 Where rules, agreements and practices conflict herewith, the provisions of this Agreement will apply.

 ARTICLE III
 Section 1
 This Agreement will become effective at the expiration of the notice period set forth in Article I, Section 1 hereof and constitutes an implementing agreement conforming with the requirements of Article 1, Section 4 of the New York Dock Conditions imposed by the ICC in Finance Docket 29430 and related sub-dockets.
 Section 2
 Anything to the contrary herein notwithstanding the preceding Articles I through II of this Agreement will not be applicable to the transactions within the scope of the above stated ICC Finance Dockets to the extent and during any period: (1) ICC authority is stayed or rescinded; or (2) NSC, NW, or SR fail or cease to exercise such ICC authority for any reason.

 Signed at Chicago, Illinois this 30th day of March, 1982.
 For THE RAILROAD YARDMASTERS For NORFOLK AND WESTERN

General Chairman SR

 For SOUTHERN RAILWAY COMPANY:

 Attachments

 Carrier File: LF-846-YM-Gen.

Agreement NS 1 RYA

Winston-Salem


IMPLEMENTING AGREEMENT

BETWEEN

NORFOLK AND WESTERN RAILWAY COMPANY

SOUTHERN RAILWAY COMPANY

AND THEIR EMPLOYEES REPRESENTED BY

RAILROAD YARDMASTERS OF AMERICA


WHEREAS, Norfolk and Western Railway Company (NW) and Southern Railway Company (SR) have filed applications with the Interstate Commerce Commission (ICC) in Finance Docket No. 29430 and related sub-dockets 1 through 6, pertaining generally to the acquisition by Norfolk Southern Corporation (NSC) (formerly NWS Enterprises, Inc.) of control of, and coordination of operations between, Norfolk and Western Railway Company (NW) and its carrier subsidiaries and of Southern Railway Company (SR) and its consolidated system companies; and,

 WHEREAS, the ICC has approved said acquisition by Certificate and*Decision decided March 19, 1982, service date March 25, 1982; and,
admission to the NW-Winston-Salem Southbound Railroad Company facility and SR's consolidation of operations with NW's at North Winston Yard; and,

 CARRIFR'S EMTT A - 2
 WHEREAS, the ICC has imposed the employee protective condi tions set forth in New York Dock Ry. - Control - Brooklyn Eastern District, 354 ICC 399 (1978) as modified at 350 ICC 60 (1979) (New York Dock Conditions), in Finance Docket No. 29430 and related sub-dockets 1 through 6; and,

 WHEREAS, the parties signatory hereto desire to reach an implementing agreement satisfying and consistent with Article 1, Section 4 of the New York Dock Conditions with respect to the approved coordination of facilities, operations, and services at Winston-Salem, North Carolina;

 NOW, THEREFORE, IT IS AGREED, among NW, SR, and the Rail road Yardmasters of America (RYA) as follows:

 ARTICLE I
 Section 1
 Effective upon ten days bulletin board notice at North Winston Yard (NW) and Salem Yard (SR) (copy to interested General and Local Chairmen) following ICC approval of applications filed by Norfolk and Western and Southern Railway in Finance Docket No. 29430 or as soon thereafter as practicable, selected coordinations of operations, facilities and employees shall be implemented with NW as the controlling Carrier.

 Section 2
 The notice provided for under Section 1 hereof will list the positions to be abolished, the names and yardmasters'
 seniority dates of the regular occupants, hours of assignment and rest days.

 Section 3
On the effective date of the coordination, the present SR facility at Winston-Salem, North Carolina will become part of the coordinated (NW) operation at Winston-Salem, subject to the working conditions in effect at Winston-Salem on the NW.

 Section 4
 An employee whose position is abolished as a result of a coordination or an employee displaced as a result thereof will exercise seniority rights in accordance with applicable rules and agreements.

 ARTICLE II
 Where rules, agreements and practices conflict herewith, the provisions of this Agreement will apply.

 ARTICLE III
 Section 1
 It is understood and agreed that the affected employees are entitled to the protective conditions and benefits of the New York Dock Conditions in accordance with its terms which are
 attached hereto as Attachment "A" and made a part hereof and nothing in this Agreement is intended to deny affected employees the protection conditions or benefits found therein.

 Section 2
 Each "dismissed employee" shall provide the Carrier with the following information for the preceding month in which he is entitled to benefits no later than the tenth day of each month on a form provided by the Carrier:


Section 3
 In the event a "dismissed employee" is entitled to unemployment benefits under applicable law but forfeits such unemployment benefits under any unemployment insurance law because of failure to file for such unemployment benefits (unless prevented from doing so by sickness or other valid causes) for purposes of the application of Subsection (c) of Section 6 of Attachment "A," he shall be considered the same as if he had filed for, and received, such unemployment benefits.
 Section 4
 If the "dismissed employee" referred to herein has nothing to report under this Article account not being entitled to benefits under any unemployment insurance law and having no earnings from any other employment, such employee shall submit, within the time period provided for in Section Z of this Article III the appropriate form stating "Nothing to Report."

 Section 5
 The failure of any employee referred to in this Article III to provide the information required in this Article III shall result in the withholding of all pra-tective benefits during the month covered by such information pending Carrier's receipt of such information from the employee.

 Section 6
 The dismissal allowance shall cease prior to expiration of the employee's protective period in event of the employee's resignation, death, retirement, termination for justifiable cause, failure to return to service upon recall or failure to accept a position pursuant to Article I, Section 6(d) of Attachment "A."

 ARTICLE Y
 Section 1
 This Agreement will become effective at the expiration of the notice period set forth in Article I, Section 1 hereof and
 constitutes an implementing agreement conforming with the requirements of Article 1, Section 4 of the New York Dock Conditions imposed by the ICC in Finance Docket 29430 and related sub-dockets.

 Section 2
 Anything to the contrary herein notwithstanding the preceding Articles I through IV of this Agreement will not be applicable to the transactions within the scope of the above stated ICC Finance Dockets to the extent and during any period: (1) ICC authority is stayed or rescinded; or (2) NSC, NW, or SR fail or cease to exercise such ICC authority for any reason.

 Signed at Chicago, Illinois this 30th day of March, 1982.

 For THE RAILROAD YARDMASTERS For NORFOLK AND WESTERN
 OF AMERICA: RAILWAY COMPANY:

 General Chairman SR

 Attachments
Carrier Files: LF-846-YM-Gen.

For SOUTHERN RAILWAY COMPANY:

Agreement NS 1 RYA

Norfolk, VA


IMPLEMENTING AGREEMENT

BETWEEN

NORFOLK AND WESTERN RAILWAY COMPANY

SOUTHERN RAILWAY COMPANY

AND THEIR EMPLOYEES REPRESENTED BY

RAILROAD YARDMASTERS OF AMERICA


WHEREAS, Norfolk and Western Railway Company (NW) and Southern Railway Company (SR) have filed applications with the Interstate Commerce Commission (ICC) in Finance Docket No. 29430 and related sub-dockets 1 through 6, pertaining generally to the acquisition by Norfolk Southern Corporation (NSC) (formerly NWS Enterprises, Inc.) of control of, and coordination of operations between, Norfolk and Western Railway Company (NW) and its carrier subsidiaries and of Southern Railway Company (SR) and its consolidated system companies; and,

 WHEREAS, the ICC has approved said acquisition by Certificate and Decision decided March 19, 1982, service date March 25, 1982; and,

 WHEREAS, as part of that Decision, the ICC approved the consolidation of SR and NW operations at NW's Portlock Yard and the retirement of SR's Carolina Yard; and
WHEREAS, the ICC has imposed the employee protective conditions set forth in New York Dock Ry. - Control - Brooklyn Eastern District, 354 ICC 399 (1978) as modified at 360 ICC 60

 CARRIF_t'S EXHIBIT A
 (1979) (New York Dock Conditions), in Finance Docket No. 29430 and related sub-dockets 1 through 6; and,

 WHEREAS, the parties signatory hereto desire to reach an implementing agreement satisfying and consistent with Article 1, Section 4 of the New York Dock Conditions with respect to the approved coordination of facilities, operations, and services at Norfolk, Virginia;

 NOW, THEREFORE, IT IS AGREED, among NW, SR, and the Rail road Yardmasters of America (RYA) as follows:

 ARTICLE I
 Section 1
 Effective upon ten days bulletin board notice at Carolina Yard (SR) and Portlock Yard (NW) (copy to interested General and Local Chairmen) following ICC approval of applications filed by Norfolk and Western and Southern Railway in Finance Docket No. 29430 or as soon thereafter as practicable, selected coordinations of operations, facilities and employees shall be implemented with NW the controlling carrier.
Section 2
The notice provided for under Section 1 hereof will list the positions to be abolished, the names and yardmasters' seniority dates of the regular occupants, hours of assignment
 and rest days. A copy of the dovetailed roster provided for in Section 5 hereof will be attached to said notice. Section 3
 On the effective date of the coordination, NW rules and agreements, save protective agreements, will be applicable to the coordinated facility, and the present SR facility at Norfolk, Virginia will become part of the NW (Portlock Yard) Seniority District.

 Section 4
 An employee whose position is abolished as a result of a coordination or an employee displaced as a result thereof and who is unable to secure a position in the exercise of seniority rights within the coordinated facility will be governed by applicable rules and agreements.

 Section 5
 The seniority dates of SR employees on rosters for the coordinated Norfolk terminal will be dovetailed into the seniority roster for the NW (Portlock Yard) Seniority District and be removed from the SR Eastern Division seniority roster.

 Section 6
 (a) It is agreed that the seniority dates on the NW and SR seniority rosters in effect on the date of the Order are accepted as correct.
 (b) In the process of dovetailing, if two or more employees have the same seniority date their names will rank on the new roster as follows:






ARTICLE II
 Where rules, agreements and practices conflict herewith, the provisions of this Agreement will apply.

 ARTICLE III
 SR employees placed under the coverage of NW rules and agreements pursuant to Article I, Section 3 of this agreement, will be covered by all notices served on NW under Section 6 of the Railway Labor Act, as amended, the same as if they were NW employees when said notices were served.

 ARTICLE IV
 Section 1
 It is understood and agreed that the affected employees are entitled to the protective conditions and benefits of the New York Dock Conditions in accordance with its terms which are
 A - 3

 attached hereto as Attachment "A" and made a part hereof and nothing in this Agreement is intended to deny affected employees the protection conditions or benefits found therein.

 Section 2
 Each "dismissed employee" shall provide the Carrier with the following information for the preceding month in which he is entitled to benefits no later than the tenth day of each month on a form provided by the Carrier:





Section 3
 In the event a "dismissed employee" is entitled to unemployment benefits under applicable law but forfeits such unemployment benefits under any unemployment insurance law because of failure to file for such unemployment benefits (unless prevented from doing so by sickness or other valid causes) for purposes of the application of Subsection (c) of Section 6 of Attachment "A," he shall be considered the same as if he had filed for, and received, such unemployment benefits.
 Section 4
 If the "dismissed employee" referred to herein has nothing to report under this Article account not being entitled to benefits under any unemployment insurance law and having no earnings from any other employment, such employee shall submit, within the time period provided for in Section 2 of this Article IV the appropriate form stating "Nothing to Report."

 Section 5
 The failure of any employee referred to in this Article IV to provide the information required :in this Article IV shall result in the withholding of all protective benefits during the month covered by such information pending Carrier's receipt of such information from the employee.

 Section 6
 The dismissal allowance shall cease prior to expiration of the employee's protective period in event of the employee's resignation, death, retirement, termination for justifiable cause, failure to return to service upon recall or failure to accept a position pursuant to Article I, Section 6(d) of Attachment "A."

 ARTICLE V
 Section 1
 This Agreement will become effective at the expiration of the notice period set forth in Article I, Section 1 hereof and
 A- 3

 constitutes an implementing agreement conforming with the requirements of Article 1, Section 4 of the New York Dock Conditions imposed by the ICC in Finance Docket 29430 and related sub-dockets.

 Section 2
Anything to the contrary herein notwithstanding the preceding Articles I through IV of this Agreement will not be applicable to the transactions within the scope of the above stated ICC Finance Dockets to the extent and during any period: (1) ICC authority is stayed or rescinded; or (2) NSC, NW, or SR fail or cease to exercise such ICC authority for any reason. Signed at Chicago, Illinois this 30th day of March, 1982.

 For THE RAILROAD YARDMASTERS For NORFOLK AND WESTERN
 OF AMERICA: RAILWAY COMPANY:

 General Chairman (NW)

 General Chairman SR

 President
 Attachments

 Carrier File: LF-846-YM-Gen.

For SOUTHERN RAILWAY COMPANY: