51

44

34

The following multi-State regions will be utilized throughout this decision in connection with discussions of freight traffic flow and economic data, unless otherwise noted.

'The South-Southeast and the North-Southeast regions are collectively referred to as the Southeast at various points in this decision.

APPENDIX M

Protective conditions imposed

1. This condition applies to the merged company and its subsidiaries for a period of 2 years from the date of consummation of the merger for the benefit of all other railroads participating in this proceeding.'

'Santa Fe. CNW, Milwaukee Road, Rock Island, Family Lines, ICG, ITC, KCS, MKT, Mopac, Rio Grande. Soo Line, SP-Cotton Belt, Southern, and UP.

a. All routes and channels of trade via existing junctions and gateways shall be maintained and kept open, unless and until otherwise authorized by the Interstate Commerce Commission.

b. The present neutrality of handling traffic inbound and outbound and in overhead service by applicants shall be continued by the new consolidated company so as to permit equal opportunity for service to and from all lines reaching the rails of the new consolidated company without discrimination in the arrangement of schedules or otherwise.

c. The present traffic and operating relationships existing between applicants, on the one hand, and all lines connecting with their tracks, on the other, shall be continued.

d. The new consolidated company shall accept, handle, and deliver all cars inbound and outbound and in overhead service, loaded and empty, without discrimination in promptness or frequency of service as between cars destined to or received for competing carriers, and irrespective of destination or route of movement.

e. The new consolidated company shall not do anything to restrain or curtail the right of industires now or hereafter located on BN and Frisco and their subsidiaries to route traffic over any and all existing gateways.

f. The new consolidated company shall refrain from closing any existing route or channel of trade with any carrier, unless and until so authorized by the Commission. g. The consolidated company shall preserve the opportunity to participate in through routes and rates on future traffic (including new movements as well as present movements) to the same extent as other carriers would have been able to participate prior to the merger.

h. If the new consolidated company establishes through routes and rates which extend its route beyond junctions where any of the carriers in footnote I have been a connecting carrier, the new consolidated company will continue to join those carriers in routes via the former junctions, and will negotiate in good faith divisions of revenues via such routes.

i. Applicants, to the extent that they may legally do so, will require any other railroad which may be included in the merger to agree to the foregoing conditions. j. Any party or person having an interest in the subject matter may at any future time petition for such modification in the above conditions as may be deemed in the public interest, and jurisdiction shall be retained to reopen the proceedings on the motion of the Commission for the same purpose.

In addition to this condition, which is for the benefit of all carriers, BN, Frisco, and their subsidiaries shall abide by the following conditions for individual carriers. 2. Chicago and North Western.

a. Following merger of BN and Frisco, the merged company shall grant track age rights to CNW between St. Paul, MN, and Superior, WI, over approximately 140.3 miles of BN trackage. The trackage extends in a generally northerly direction from Claymont to Superior (Saunders) via Hinckley and is more particularly described in the verified statement of Mr. C. E. Able appearing in the record as exhibit H-201. These trackage rights shall be bridge rights only and CNW will have no right to serve BN local industries situated on the described trackage. A precise description of the trackage over which rights will be granted and the terms and conditions governing the grant of said trackage rights will be fully set forth in a separate agreement which shall be filed with the Commission for approval when completed and executed. BN and CNW will fully support the grant of said trackage rights within the scope of the terms