MEMORANDUM AGREEMENT

                                                                                     between

                                                             NORFOLK SOUTHERN RAILWAY COMPANY

                                                                                       and its

                                                                                 EMPLOYEES
             
                                                                             represented by the

                                                             UNITED TRANSPORTATION UNION


     The following will amend Article 26 for Conductors assigned to the Elkhart to Chicago freight pool:        .

1.  Conductors, standing two (2) or more times out at Elkhart, will be permitted to mark to the bottom of the Pool Board one (1) time in a twenty-four (24)
hour period.

2.  In the event there are no Conductors rested or available, Conductors who marked to the bottom of the Pool Board, as provided in Item No.1, may be
called and used.
3.  Conductors. marked to the bottom of the Pool Board, as provided in Item No. 1, who become first out or who are called as provided in Item No. 2,
who do not respond will be considered as having missed a call and will be treated accordingly.

4.  This Understanding is applicable only to those conductors assigned to the Elkhart to Chicago freight pool who are at their home terminal, Elkhart,
and no claims submitted by extra men will be entertained, or allowed, as a result of the
Understanding.

5.  This understanding will be in effect for a ninety (90) day trial period. The ninety (90) days will commence with the effective date of this agreement.


This agreement shall become effective upon the Carrier serving a ten (10) day written notice to the General Chairman.

     Signed at Norfolk, Virginia, this 15th day of July, 1999.
FOR THE EMPLOYEES:                FOR THE NORFOLK SOUTHERN
                                                       RAILWAY COMPANY:

D. G. Strunk, Jr.                                                David N. Ray
General Chairman                                        Assistant Vice President
United Transportation Union                                Labor Relations