
From the U.S. Code Online via GPO Access
[wais.access.gpo.gov]
[Laws in effect as of January 23, 2000]
[Document not affected by Public Laws enacted between
  January 23, 2000 and December 4, 2001]
[CITE: 45USC797]

 
                           TITLE 45--RAILROADS
 
                CHAPTER 16--REGIONAL RAIL REORGANIZATION
 
                 SUBCHAPTER VII--PROTECTION OF EMPLOYEES
 
Sec. 797. Repealed. Pub. L. 99-509, title IV, Sec. 4024(c), Oct. 
        21, 1986, 100 Stat. 1904
        
    Section, Pub. L. 93-236, title VII, Sec. 701, as added Pub. L. 97-
35, title XI, Sec. 1143(a), Aug. 13, 1981, 95 Stat. 661; Pub. L. 99-509, 
title IV, Sec. 4024(a), (b), Oct. 21, 1986, 100 Stat. 1903, related to 
employee protection agreement.


  Repeal of Section; Continuing Responsibilities of Consolidated Rail 
                       Corporation After Sale Date

    Section 4024(c)-(f) of Pub. L. 99-509, as amended by Pub. L. 99-514, 
Sec. 2, Oct. 22, 1986, 100 Stat. 2095, provided that:
    ``(c) Repeal of Section 701.--Section 701 of the Regional Rail 
Reorganization Act of 1973 [45 U.S.C. 797] is repealed effective on the 
sale date [Apr. 2, 1987, see 45 U.S.C. 702(17A)]. Notwithstanding this 
repeal--
        ``(1) any dispute or controversy regarding benefits under 
    section 701 shall be determined under the terms of the law in effect 
    prior to such repeal; and
        ``(2) the Railroad Retirement Board shall take such actions as 
    may be necessary to complete administration and closeout of the 
    section 701 program and the Board is authorized to receive and apply 
    Corporation funds for this purpose.
    ``(d) Continuing Responsibilities.--(1) On and after the sale date, 
the Corporation shall provide the protection for its employees described 
in `Part III, Article III, Employee Protection', of the `Definitive 
Agreement of September 17, 1985, By and Between Conrail and the 
Undersigned Representatives of Conrail's Agreement Employees' and 
Appendix 3 thereto, together with any amendments thereto, or under any 
other terms and conditions as shall be agreed between the Corporation 
and the representatives of its employees.
    ``(2) The Corporation shall pay, as designated by the Railroad 
Retirement Board, any remaining benefits under section 701 of the 
Regional Rail Reorganization Act of 1973 [45 U.S.C. 797] that accrued, 
but were not disbursed, prior to the sale date.
    ``(3) The Railroad Retirement Board shall transfer to the 
Corporation such information regarding administration of the labor 
protection program under such section 701 as may be reasonably necessary 
for the Corporation to discharge its responsibilities under this 
subsection, including copies of the individual claim records of 
employees of the Corporation.
    ``(4) The United States shall have no liability for benefits under 
this subsection.
    ``(e) Compensation for Wages Below Industry Standard.--The 
Corporation shall pay $200,000,000 to present and former employees 
subject to collective bargaining agreements, in accordance with the 
terms and conditions in the Definitive Agreement referred to in 
subsection (d)(1), or as otherwise agreed between the parties.
    ``(f) ESOP Transactions.--(1) As soon as practicable after the date 
of the enactment of this Act [Oct. 21, 1986], the employee stock 
ownership plan of the Corporation (hereafter in this subsection referred 
to as the `ESOP') shall be amended to provide that--
        ``(A) the shares of the ConRail Equity Corporation preferred 
    stock held by the ESOP shall be surrendered by the ESOP in exchange 
    for an equal number of shares of the common stock of the 
    Corporation, and such common stock of the Corporation shall be 
    allocated by the ESOP to the same persons in the same amounts as the 
    shares of ConRail Equity Corporation preferred stock had been 
    allocated; and
        ``(B) the remaining shares of the ConRail Equity Corporation 
    preferred stock held by the Corporation shall be cancelled, and an 
    equal number of shares of the common stock of the Corporation shall 
    be contributed by the Corporation to the ESOP, which shares shall be 
    allocated by the ESOP to persons who are or were ESOP participants 
    in accordance with the formula set forth in section 2 of Article II 
    of Part III of the Definitive Agreement referred to in subsection 
    (d)(1), and in accordance with a comparable formula for present and 
    former employees of the Corporation not covered by such section of 
    the Definitive Agreement, except that no contribution by the 
    Corporation to the ESOP shall be made which would affect the tax-
    qualified status of the ESOP, or of any of the employee benefit 
    plans maintained by the Corporation or any affiliate of the 
    Corporation, under the Internal Revenue Code of 1986 [26 U.S.C. 1 et 
    seq.].
    ``(2)(A)(i) As soon as practicable after the expiration of 180 days 
after 100 percent of the United States shares are sold, the ESOP shall 
distribute all of the stock in the accounts of its participants and 
beneficiaries, except as provided in clause (ii).
    ``(ii) Fractional shares shall not be distributed under clause (i). 
Shares equal to the aggregate amount of fractional shares shall be 
surrendered by the ESOP and redeemed by the Corporation for cash at the 
average closing price for the common stock of the Corporation on a 
national securities exchange for the 10 business days immediately 
preceding the date of distribution under clause (i), or, if the common 
stock of the Corporation is not listed on a national securities 
exchange, at the average closing price for such stock for such 10 
business days as appearing in any regularly published reporting or 
quotation service, and the proceeds of such redemption shall be 
distributed by the ESOP to the same participants and beneficiaries and 
in the same amounts as the fractional shares had been allocated.
    ``(B) After completing the distribution under subparagraph (A), the 
ESOP shall terminate.
    ``(3) The Corporation shall distribute any full shares of its common 
stock which, because of the exception under paragraph (1)(B), could not 
be contributed to the ESOP to those persons to whom the ESOP would have 
allocated such shares pursuant to paragraph (1)(B) had such shares been 
contributed to the ESOP. The Corporation shall pay cash pursuant to the 
formula set forth in paragraph (2)(A)(ii) in lieu of fractional shares.
    ``(4) For purposes of Rule 144 promulgated under the Securities Act 
of 1933 [15 U.S.C. 77a et seq.], each share of the common stock of the 
Corporation distributed under this subsection shall be deemed to have 
been beneficially owned by the recipient, as of the date of such 
distribution, for a period of 3 years.''
