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Date: 3/30/2004

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                                                                   Exhibit 10.11


                             MEMORANDUM OF AGREEMENT


         This Agreement, effective October 1, 1998, and expiring January 31,

2004, represents the joint commitment of Greyhound Lines, Inc. hereinafter

referred to as the "Company," and Amalgamated Transit Union National Local 1700,

hereinafter referred to as the "Union," to the continued growth of their

relationship with the goals of superior customer service, stable employment, and

the success of the business. The parties recognize that the Company continues to

face enormous challenges to its long-term success. A major factor in that

success will be providing passengers with cost effective, timely and efficient

service. The business of the Company is customer service and the Company and the

Union agree to direct their efforts so quality customer service becomes and

remains the paramount consideration. The parties believe that the way to achieve

success will be to continue to work together in a pro-active relationship based

upon mutual gains, cooperation, open communications, flexibility, and informal

resolution of issues.


         As part of their efforts to establish and maintain a constructive

relationship in which the Company, the Union, and the represented employees work

together to achieve joint and shared success, the parties will meet regularly,

no less than biannually, separate from the meetings called for otherwise in this

Agreement, to review and resolve any concerns, to plan for future developments,

and to develop mutual solutions. These special meetings will be reserved for

enhancement of the parties' working relationship, not for grievances.


-         No contract language, award, adjustment, interpretation letter,

         practice, memorandum of understanding, or right agreed to before the

         effective date of this Agreement remains in effect unless expressly

         agreed to herein or subsequently agreed to and incorporated.


-         Written communications by and between the Company and the Union will be

         answered promptly in writing.


-         If the Company is sold, there will be included in the documents related

         to such sale a requirement that the purchaser recognize and bargain

         with the Union. The Company will not be a guarantor or be held liable

         for any breach by the purchaser.


         Whenever "he" or "his" or their related pronouns appear in this

Agreement, they are used for literary purposes and include both females and









ARTICLE G-1. SENIORITY -- Full-time and part-time employees other than operators

will have seniority measured from the hour and date of first work performed in

the department to which they are assigned in the service of the Company, or in

the service of Greyhound/Dial before March 19, 1987 or Trailways before July 14,

1987. Should two or more employees commence service on the same date and hour,

the date and hour of the application for employment will determine the order of

their seniority.


         Seniority and service of operators who were in the service of

Greyhound/Dial before March 19, 1987 or Trailways before July 14, 1987 will

remain unchanged from previous collective bargaining agreements. All other

operators will have seniority measured from the date of placement on the

extraboard, or if an operator becomes a regular operator and is not placed on

the extraboard, the date of pulling his first regular run. In the case of

identical dates, operators' seniority will be based on their month and day of

birth and, if identical, they will be ranked in alphabetical order.


         Seniority of operators hired on or after October 1, 1998 will be

determined by the date operators graduate from training. Operators graduating on

the same date will have their seniority determined by a lottery mechanism

mutually agreed to by the Union and Company.


          Any merger of either operator or mechanic seniority rosters must be

approved by referendum vote and approved by a majority vote of those voting from

the respective operator and mechanic ranks. Referendum votes will be conducted

by the Union.


         Only full-time employees accrue seniority. Separate seniority rosters

will be maintained for part-time and seasonal employees only for the purpose of

establishing seniority among those employees. Part-time operators who become

seasonal operators, and seasonal operators who become part-time operators will

carry their seniority with them. Part-time and seasonal operators may not

exercise their seniority to bid on runs, other than those designated for

part-time and seasonal operators or as hold-downs for the extra board.


         All employees will be permitted to submit letters of intent to transfer

to any department when new employees are required. Employees who have submitted

a letter of intent will be given preference over outside applicants provided

they are qualified either to perform the work or enter the training program

offered to outside applicants.


         Employees electing to transfer will be given seniority in their new

department ahead of outside applicants who start on the same date, and they will

use their original service date for all benefits tied to years of service.


         Maintenance employees voluntarily transferring from one location to

another will have their bidding seniority start on the first day of work at the

new location. The bidding seniority will be used for bidding shifts and vacation

slots at that location. They will retain but not accumulate seniority at their

departing location.



Company, used in the service of ATU Local 1700, national or state AFL-CIO, the

Amalgamated Transit Union, or trust administration will, while in such service,

retain and accumulate all seniority rights enjoyed by other employees.


ARTICLE G-3. FURLOUGH AND RECALL -- Furlough and recall will be by location.

Furloughed operators may elect to exercise seniority at any other location where

there is a working junior operator or open position.


         Involuntarily furloughed maintenance employees may elect to exercise

their seniority at any other ATU-represented location where there are vacancies.

If no vacancies exists, furloughed maintenance employees may submit a letter of

intent to their preferred location. Maintenance employees who fail to accept the

first available vacancy at the preferred location will be removed from future

consideration for transfer to that location. Maintenance employees who transfer

to another location and later reject a recall to their home location will

forfeit all future recall rights to their home location.


         When forces are reduced, the Company will provide affected employees

and the Union seven days written notice. This notice is not required for

employees displaced as a result of another employee returning from voluntary

furlough. Employees will be furloughed in reverse order of their seniority and

retain all seniority rights and privileges. The Company will solicit voluntary

furloughs prior to any involuntary reduction-in-force. The Company will notify

employees by postings at locations where opportunities exist for employees to

take voluntary furlough. Employees requesting voluntary furlough must submit

their request within seven days of the posting according to the instructions on

the posting.





         Voluntary furloughs will be awarded by seniority within each location.

Employees awarded voluntary furlough have the following options:


-         At the time of the furlough, specify a return date which is 30 days or

         more after the beginning of the furlough. The employee will be expected

         to return to work on this date unless the employee requests an

         extension or there are no junior employees at that location to



-         Leave the return date open in which case normal recall procedures will



         Employees on voluntary furlough may return on or after 30 days after

the beginning of the furlough. Prior to their return, operators must first

submit a written request to return to work to the Driver Planning Department in

Dallas 15 days prior to the date an operator wishes to return to work.

Maintenance employees must submit a written request to return to work to their

garage manager 15 days prior to the date they wish to return to work.


         Furloughed employees retain their seniority except mechanics hired on

or after January 1, 1984, will be removed from the seniority roster after one

year of furlough. Furloughed employees must maintain their current mailing

address on record with the Company. The Company will recall employees in

seniority order by certified or registered United States mail, return receipt

requested or by telegram. A copy of such recall notice will be furnished to the

Local Union. Employees receiving a notice of recall will immediately acknowledge

receipt of the same by certified or registered United States mail, return

receipt requested or by telegram, and will report for work on the seventh day of

the recall notice, unless a different date is agreed to by the Company and



         Employees having other employment, who are recalled for a period of

work less than 45 days, may reject the offer without loss of seniority if

sufficient employees are available to meet the Company recall needs. Furloughed

employees failing to comply with these provisions will forfeit seniority rights

and will no longer be considered employees of the Company.




(a) Employees on Extended Sick Leave Employees must provide medical

documentation concerning their condition every 90 days. Failure to comply may

result in termination of employment.


(b) Family Leave The Company agrees to adhere to the Family and Medical Leave

Act of 1993 (FMLA) and its regulations for all eligible employees. Eligible

employees include employees at locations with less than 50 employees.


(c) Unpaid Leave of Absence Employees may be granted an unpaid leave of absence

of up to 90 days without loss of seniority. Longer leaves may be granted if they

are mutually agreed to by the Company and the Union. Employees requesting leaves

under this provision must submit a written request to their supervisor and will

specify that the request for leave is under this provision.


(d) Union Officers and Committee Members Employees who are full-time officers of

Local Union 1700, national or state AFL-CIO, the Amalgamated Transit Union or

the plan administrator of a Greyhound/Local 1700 trust will be granted the

necessary leave of absence to permit the performance of their duties and will

continue to accumulate seniority during such leave. Employees who are full-time

officers of Local Union 1700 or the plan administrator of a Greyhound/Local 1700

trust will continue to be covered by the Greyhound-ATU Health and Welfare Trust

plan on the same terms as active employees. Co-payments for such health benefits

will be received by the Greyhound-ATU Health and Welfare Trust by the 10th day

of each month of such coverage.


         Employees who are on official Union business will be granted the

necessary leaves of absence to permit the performance of their duties, provided

reasonable notice, in writing, is given and the number of granted leaves does

not interfere with the business of the Company. Such employees will suffer no

loss of rights or benefits enjoyed by other employees by reason of their absence

from duty. The Union agrees its members will not abuse the rights granted under

this provision.


(e) Work Related Disability Employees on work-related disability may be required

to be examined by a physician, at the request of and paid for by the Company, to

substantiate such disability. Failure of employees to make





themselves available for such examination, or failure to report for duty

immediately after an examination which determines that an employee is fit for

duty, may result in discipline up to and including termination.


         Employees on workers' compensation who are not fit for regular duty but

are fit for light duty must report for such duty in any position or department

in which the Company offers it in the same commuting area, or, for operators, at

the domicile closest to their home address, without loss of seniority. If work

is not available for operators at the domicile closest to their home address,

operators may choose to work at another location where light duty work is

available, if agreed by the Company and the Union. Failure to report for light

duty will result in termination. If more than one light duty job is available,

seniority will prevail. There will be no light duty for maintenance employees.


         Employees returning to duty status after leave of 30 days or longer may

be required to pass a physical examination and drug test at Company expense.


  ARTICLE G-5. PROBATIONARY PERIOD -- Employees other than operators will be

given a probationary period of 90 days from the date of employment. For

operators, the 90-day probationary period will commence with the date of

placement on the extraboard or the day of assignment to a regular run, whichever

comes first. Unless probationary employees are notified to the contrary within

the 90-day period, it will be understood that the application for employment is

approved, unless it later develops that false information materially affecting

the acceptance of the application for employment was given, in which event such

employee will be subject to dismissal.


         The grievance procedure is not applicable to the dismissal of employees

during the 90-day probationary period or the dismissal of employees for

providing false information on the application for employment except that the

grievance procedure will be applicable to contest whether the information on the

application was false or whether the reason given for the discharge was

pretextual. The probationary period for any employee may be extended by mutual

agreement between the Company and the Union.


ARTICLE G-6. MANAGEMENT OF OPERATIONS -- It is not the intent of this Agreement

to include matters of management herein, and the Company reserves to itself the

management, conduct and control of the operations of its business, including:


-         The determination of the type, kind, make and size of equipment and

          when, how and where such equipment will be used;


-         The number and qualifications of employees employed by it and their

         standards of conduct;


-         The route and run structure, including additions, eliminations and

         changes to existing routes and runs;


-         The assignment of work to the extent not specified herein;


-         Except as otherwise limited under this Agreement, the use of leased

         operations, joint ventures, independent contractors and franchised



-         The prescribing of reasonable rules, instructions and regulations for

         the safe, proper and effective conduct of its business in a competitive

         environment not inconsistent with the terms of this Agreement.


          The term "reasonable" will have its commonly understood meaning as any

rule that is reasonably related to a legitimate objective of management and not

the meaning ascribed to it in any arbitration prior to this Agreement.


ARTICLE G-7. DISCIPLINE -- Employees will neither be disciplined nor will

entries be made against their records without sufficient cause. Sufficient cause

includes violation of Company rules, regulations and instructions not

inconsistent with this Agreement. When discipline is issued, employees will be

given written notice specifying the charges and penalty. Notification will be

furnished to the union president, the appropriate assistant business agent, and

the designated shop steward of the Union.


         When disciplining employees, complaints, discipline or records which

have been brought to the attention of the Company 24 months prior to the

incident will not be used to determine guilt or penalty. This provision will not

apply to safety-related activities, including speeding violations, preventable

accidents, damage to property, personal injury, use of alcohol or illegal



         Customer complaints are a serious matter and operators are expected to

treat customers with courtesy so as to avoid complaints. Complaints will be

discussed with operators as soon as practicable so corrective action can be

taken. A complaint made in writing or in person identifying the customer,

operator, date of the incident, and





details of the conduct complained of may be the basis for discipline up to and

including discharge. The complaining customer may appear at the third step

hearing either telephonically or in person. If the complainant fails to testify

at a third step hearing, the complainant is prohibited from appearing at an

arbitration. If the complainant appears at the third step hearing, the Union

agrees to allow the complainant to testify at the arbitration hearing by

telephone, live, or in the form of a pre-arbitration deposition.


         Except in the case of DOT log violations, discipline must be taken

within 20 days after the Company's knowledge of the incident or in cases of

dishonesty or substance abuse, within 20 days after completion of the

investigation. The Company must issue discipline in the case of DOT log

violations within 30 days of the Company's knowledge of the violation.




(a) Grievance All differences, disputes, suspensions, and discipline cases

hereinafter collectively referred to as "grievances" between the parties arising

out of this Agreement will be handled in the manner set forth below. All days

referred to within this provision will mean calendar days.


         Step 1. Employees covered by this Agreement who have a complaint under

this Agreement will discuss the complaint with their supervisor within 15 days

from the date of the occurrence in an effort to resolve the complaint without

resort to the formal grievance procedure. This Step 1 procedure will not extend

the Step 2 time limits to file a written grievance. Final disposition at this

step is non-precedent setting and may not be relied upon by the Union or the

Company in any arbitration hearing for any purpose.


         Step 2. Failing resolution at Step 1, an employee or Union grievance

may be presented in writing by the employee and/or union shop steward or ABA to

the employee's supervisor which must be within 30 days from the date of the

occurrence of the incident upon which the grievance is based or within 30 days

from the date a pay claim denial is received. Discharge grievances must be

initially filed at Step 2.


         Within 15 days after receipt of the written grievance, the employee's

supervisor must respond with a written decision on the grievance. Final

disposition at this step is non-precedent setting and may not be relied upon by

the Union or the Company in any arbitration hearing for any purpose.


         Step 3. Failing satisfactory disposition of such grievance at Step 2,

within 15 days of the receipt of the supervisor's written response, the

grievance may be appealed in writing by the union president or his designee to

the appropriately designated Company representative. Within 15 days after the

receipt of this appeal, a Step 3 conference will be held at the home location of

the employee, unless otherwise agreed between the parties. Within 15 days of the

conference, the Company representative must respond with a written decision.

Final disposition at this step is non-precedent setting and may not be relied

upon by the Union or the Company in any arbitration hearing for any purpose.


(b) Arbitration


         1.        In the event a grievance is not resolved at Step 3, the

         grievance may be referred in writing to arbitration by the union

         president or his designee within 45 days after the Union's next

         regularly scheduled executive board meeting not to exceed 135 days from

         the date the Step 3 decision is rendered. The issue to be arbitrated

         must be clearly stated.


         2.        Arbitrations will be administered by the American Arbitration

         Association and conducted under its labor arbitration rules. All

         arbitrators will be selected from those admitted to the National

         Academy of Arbitrators. By mutual agreement, arbitrations may be

         conducted under the American Arbitration Association's expedited labor

         arbitration procedures.


         3.        The arbitrator's award is final and binding. The compensation

         of the arbitrator and any administrative costs will be shared equally.

         Each party will pay its expenses related to representation and



(c) Grievance Pay Claims A disputed pay claim, paid by grievance settlement,

will be paid in the employee's next available regular paycheck. The Company will

notify the Union monthly of all paid grievance claims.


ARTICLE G-9. CHECK-OFF -- The Company agrees to check-off and remit to the

financial secretary or president of the Union at least every two weeks all dues,

initiation fees, regular assessments and authorized voluntary





contributions from the pay of each employee who is a member, fee payer or

financial core member who has authorized the Company to make such deductions.

Request for the check off of assessments must be signed by either the financial

secretary or president of the Union.


ARTICLE G-10. BULLETIN BOARD -- The Union will be allocated bulletin boards on

Company property where notices pertaining to meetings and other union business,

social events, and other proper matters are permitted. Such notices must be on

Union letterhead, dated, and signed by an accredited Union representative.

Notices not complying may be removed.


         Copies of all bulletins relating to employees covered by this Agreement

will be promptly furnished to a properly accredited officer of the Union.


ARTICLE G-11. DISABLED AND FURLOUGHED -- When new employees are required by the

Company, disabled employees and employees who have been furloughed due to lack

of work and who are applicants for employment will be given preference in

employment over new outside applicants if qualified to perform the available

work. The Company has no obligation to notify such employees of any such



ARTICLE G-12. BAIL BONDS -- Employees incarcerated because of their actions

while engaged in the performance of their assigned duties with the Company, and

acting within the scope of such duties, will promptly be furnished bond by the

Company, when such is required.


         Employees will have the legal assistance of the Company in any legal

proceedings brought against them and the Company, provided the employees acted

within the scope and course of their employment. Additionally, the Company will

provide legal assistance to employees who are sued as a result of acting within

the scope and course of employment.


ARTICLE G-13. CONTRAVENTION OF LAWS -- It is understood and agreed that the

provisions of this Agreement are subordinate to any present or subsequent

federal, state, or municipal law or regulation, including family leave and

military leave, to the extent that any portion hereof is in conflict therewith,

and nothing herein will require the Company to do anything inconsistent with the

orders or regulations of any competent government authority having jurisdiction

to issue the same. Because of the parties joint commitment to safety, nothing in

this Agreement or in the parties practices will preclude the Company from

complying with findings and recommendations of any governmental safety agency

with 14 days prior notice to the Union. Upon request, the parties will meet and

confer on such findings and recommendations. Except in the case of emergency,

the Company will make no changes pursuant to such findings and recommendations

before 14 days, but in no event is the Company precluded from making any such

changes after having given the Union 14 days notice if the Company was available

to meet and confer during that period.


ARTICLE G-14. NO STRIKE/LOCKOUT -- The parties having provided for the final

disposition of all disputes, differences and grievances which may arise between

them under this Agreement, the Union agrees that it will not, nor will the

employees, members of the Union, participate in any strike, slow down, work

stoppage, or interruption of service for any purpose or reason whatsoever, nor

will there be any interference with the free right of employees or passengers to

enter or leave the Company's property unmolested. The Company agrees that it

will not lock out its employees under any circumstances during the life of this

Agreement. This no strike/no lockout commitment remains in full force and effect

for the entire term of this Agreement and the parties waive their rights to

engage in such actions to support any mid-term bargaining position.


         If another union recognized by the Company establishes a legal picket

line at a Company terminal, garage, or other facility, the employees covered by

this Agreement are permitted to honor such a legal picket line only at the

facility where work of the other union local is or was being performed during a

regular shift.


         If a union representing employees at a terminal operated by another

company or by a commission agent establishes a legal picket line at a terminal,

employees covered by this Agreement will be permitted to honor such a legal

picket line, but only at the terminal where work of the other union local is or

was being performed during a regular shift. In all such instances, operators

involved may be required to drive their bus up to the picket line.


         The exceptions to the no strike clause set forth above will be strictly






ARTICLE G-15. RECOGNITION OF THE UNION -- The Company recognizes the Union as

the duly designated, sole and exclusive collective bargaining representative for

its operators and for maintenance employees not otherwise represented by the

International Association of Machinists and Aerospace Workers. Supervisory

employees with the power to hire or fire or with the power effectively to

recommend hiring or firing, managerial employees and confidential secretaries

are excluded from this provision. It is expressly agreed that this Agreement

does not cover terminals which may be operated by the Company or the service

islands that may be associated with some terminals.


ARTICLE G-16. COURT INQUEST AND INVESTIGATION -- Employees who witness but are

not involved in an accident while on duty and, as a result, are required to make

a report of the accident to the Company and who are later required to attend

court or an inquest by subpoena, or employees who at the direction of the

Company are required to attend court, an inquest or an investigation called by

the Company attorney, or employees who are subpoenaed and are required to attend

court or an inquest as a result of an action arising out of carrying out the

specific orders of the Company, will be paid eight hours per day at their

regular rate. Regular operators will receive the greater of eight hours or their

missed regular run pay. The hours compensated will not be less than the amount

of actual time lost plus reimbursement for any expenses incurred while making

such appearance. Employees will not be required to report for duty for any

portion of the day when the appearance occurs during their shift. Employees not

able to obtain reasonable rest before the start of their shift will not be

required to report for work on such shift. Operators returning from making an

appearance on a date when their regular run is out of town may position

themselves to pick up their run at the layover point, if possible. Operators who

elect not to position themselves will not receive guaranteed earnings for that



         When such service is required of employees on their regular assigned

days off, or on vacation, employees will be paid at one and one half times their

regular rate for hours so used with a minimum of eight hours.


         The hourly rate for operators for this provision is their driving rate.


ARTICLE G-17. CREDIT UNION -- The Company agrees to permit biweekly credit union

deductions from payroll for one certified credit union for each employee. Signed

authorizations for deductions are to be in the same amount each payroll period,

and requested changes in such amount for the certified credit union will be made

only at the beginning of a calendar month. The Company has no obligation to

establish a credit union.




(a) Employees Injured on Duty Employees injured on the job will be paid in full

for the day of the accident provided the attending physician advises an employee

not to return to work for the balance of the day. If able to work, employees

must return to their duties. Employees failing to do so will not be paid for the

hours not worked. Employees requiring further medical treatment as a direct

result of said accident will not lose time while receiving treatment, provided

the treatment requires only a nominal amount of time. Maintenance employees

requiring further treatment during working hours will be reimbursed for the cost

of Company approved transportation to and from the garage plus time lost for



(b) Medical Examination Physical examinations required as a condition of

continued employment must be performed by a physician selected by the Company

and paid for in full by the Company, except as provided for in the appropriate

leave of absence clauses. Initial examinations will be paid by the applicant for

employment and reimbursed after the employee commences to accrue seniority.


         When the Company requires employees to take examinations not required

by the rules or regulations of the Department of Transportation or other

regulatory body, employees affected will be paid for their time. The provisions

of this paragraph do not apply to employees who have physical disqualifications

determined in accordance with the first paragraph of this section, conditions

requiring physician-required medical re-checks, absences covered by workers'

compensation, long-term illnesses, or disabilities.


         Employees who refuse to submit to a medical examination when instructed

to do so by the Company are subject to termination. Employees who fail medical

examinations by a competent medical authority approved by the Company may be

disqualified for service. The disqualified employee or the Union may within 45

days after





such examination, provide the Company with the written opinion of a physician

selected and paid for by the employee. In the event the physician selected by

the employee disagrees with the opinion rendered by the Company-approved

physician, the Company and Union may meet within 45 days and select a third

physician acceptable to both parties. This same procedure will be applied to

employees returning from sick leave who fail to pass their return-to-work or DOT

physical. The third physician will examine the employee and render an opinion

binding on the parties. If the third physician determines the employee suffers a

condition correctable by treatment which is not otherwise disqualifying under

the DOT regulations, the employee may continue working. If able to work, the

employee will be permitted to return to work upon certification of fitness by

the third physician. Expenses of the third physician will be borne equally by

the Company and the employee.


         Employees separated from service because of physical disability will be

returned to their proper places if and when the cause of disability is removed.


         Employees required by the Company to travel to take a medical exam will

be reimbursed for their travel expenses.


(c) Safe Maintenance of Equipment and Machinery The Company agrees to maintain

all equipment and machinery in a safe and sanitary condition at all times.


         Supervisors will not require operators to operate a motor coach that

fails to comply with FMCSR 392.7 (Equipment, Inspection, and Use) and FMCSR

392.8 (Emergency Equipment, Inspection, and Use) The Company is responsible for

any fines, tickets or court costs in relation to faulty equipment that the

Company has directed to be utilized.


         Employees who intentionally and negligently damage or cause damage or

disablement to any safety device may be terminated.


         The Company may provide awards for safety and service.



are not permitted to do any work performed by employees covered by this

Agreement, with the exception that supervisory employees may perform such work,

up to a maximum of 16 hours per month, for the purpose of understanding the

dynamics of the work or where there are no employees available and customer

needs require that the work be performed. In the latter case only, if employees

were available and fit to perform the work, they will be paid as if they had

performed the work.


ARTICLE G-20. SUPERVISORY SENIORITY -- Represented employees who accept

supervisory positions with the Company retain but do not accumulate seniority

during the first 24 months in such positions, and suffer no loss of seniority if

they return to the bargaining unit within that time.


         Employees in supervisory positions who desire to return to contract

positions must do so under the provisions applicable to those employees on

indefinite leave with a 15-day notice to the Company and the Union. Employees

may only exercise their right to retain their bargaining unit seniority when

accepting a supervisory position on one occasion. Employees who choose to return

to supervision a second time immediately forfeit their bargaining unit



         Supervisors who are currently accruing seniority with this bargaining

unit will suffer no loss of seniority if they return to the bargaining unit

prior to January 1, 1999.


ARTICLE G-21. EMBLEMS -- Union members are permitted to wear the emblem of the

Union. Emblems will be of a size and shape so as not to detract from the



         An appropriate decal jointly agreed upon by the Company and the Union

which integrates the separate emblems of the Company and the Union may be placed

on all Company-owned coaches operated by members of the Union, and on all

coaches operated by members of the Union that are leased by the Company on a

lease of 120 days or more. The decal will be placed where designated by the

Company and in full view of the traveling public. The Company and the Union will

jointly share the cost of developing such decals.


ARTICLE G-22. NON-DISCRIMINATION -- There will be no discrimination in hiring,

promotion, or other aspects of employment because of race, creed, color,

religion, national origin, age, sex, or disability. No employee will be

discriminated against because of affiliation with or activity in the Union.





ARTICLE G-23. PART-TIME/SEASONAL DEFINED -- Part-time and seasonal employees, as

defined below, will not receive the benefits covered in this Agreement, except

as specifically provided below. Part-time employees are defined as employees who

work less than 1,500 paid hours per calendar year. Seasonal operators are

operators hired to work only during the summer season (May 15 - September 15)

and/or for the following specific peak periods: Memorial Day, Thanksgiving,

Christmas and Easter. Part-time employees who work more than 1,200 paid hours in

a calendar year will receive holiday and vacation benefits for that year as

though they were full-time employees in that year. Part-time and seasonal

operators may not exceed 10 percent of the full-time operator workforce.


ARTICLE G-24. REIMBURSEMENT -- All moneys spent by employees which are

chargeable to the Company will be reimbursed without delay.


ARTICLE G-25. NOTICE OF REPRESENTATIVES -- The Union agrees to notify the

Company in writing of the names and addresses of its respective, duly accredited

representatives and committees immediately upon their election or appointment to

such office.



promptly furnish the properly accredited officer of the Union with a copy of

forms prepared covering the employment, classification, resignation, transfer

and leaves of absence of each employee who is covered by the terms of this



ARTICLE G-27. PROMOTIONS -- Equal consideration will be given to employees when

making promotions.


ARTICLE G-28. UNION SECURITY -- To the extent permitted by law, all full-time,

part-time and seasonal employees covered by any portion of this Agreement must

become and remain members of the Union not later than the 31st day following

completion of their probationary period or the date of this Agreement as a

condition of their continued employment with the Company. Initiation fees for

part-time and seasonal employees will not be more than $50 and monthly dues will

be one and one-half times their hourly rate of pay. Seasonal employees will be

offered withdrawal cards during off seasons, which will entitle them to

discontinue paying monthly dues for up to 12 consecutive months so long as they

do not work for the Company during off-season time and to commence working for

the Company thereafter without paying back dues for that period or a new

initiation fee


ARTICLE G-29. SUBCONTRACTING -- The Company reserves the right to subcontract no

more than five percent of its mileage in any one year and the right to

subcontract for service on routes abandoned for more than one year as of the

date of this Agreement. The Company agrees that no more than 10 percent of its

mileage, measured from the annual mileage driven in 1997, will be subcontracted

during the term of this Agreement. Notwithstanding any other language in this

Agreement, upon notice to the Union, the Company has the right to subcontract

service work, parts room work, and truck driving work.




ARTICLE B-1. BEREAVEMENT LEAVE -- In the event of a death in the immediate

family the employee will be entitled to one three-day paid bereavement leave in

each calendar year to attend the funeral. Employees will receive their leave

rate (as defined in Leave Rate) for each day of leave except regular operators

will receive missed earnings. Employee's immediate family is defined as their

spouse, son, daughter, sibling, parent, current father-in-law, and current

mother-in-law. Employees who fail to attend the funeral will be ineligible for



ARTICLE B-2. EMPLOYEE ASSISTANCE PROGRAM -- The Company will provide an employee

assistance program to employees covered by this Agreement on the same basis as

other employees of the Company.



(1) Unless otherwise noted, all changes in the Benefits section are effective

January 1, 1999.





ARTICLE B-3. 401(K) PLAN -- With the plan year beginning January 1, 1999, the

Company will make a contribution of 50 cents, in cash or stock, for each dollar

contributed of the first five percent of an eligible employee's pay. Prior to

the Company selecting cash or stock, it agrees to meet and confer with the

Union. Additional matching contributions of Company stock may be made at the

discretion of the Company's Board of Directors. Company matching contributions

will be made no later than June 30th of the year following the year for which

contributions are being matched; the stock contributed will be valued as of the

date the matching contribution is made. Employees who work 1,000 hours or more

in a calendar year are eligible for Company matching contributions in the 401(k)

Plan. Company matching contributions vest after an employee has completed five

years of actual service with the Company. The Company will bear the

administrative costs associated with the 401(k) Plan, retain the right to choose

the plan administrator and exercise all shareholder rights with respect to such

stock. The Company retains the right to distribute the portion of a

participant's account held in the Company stock fund in the form of stock.


ARTICLE B-4. HEALTH AND WELFARE -- For full-time employees who have completed

their probationary period and become eligible for benefits, the Company will

contribute into the Greyhound Lines, Inc./Amalgamated Transit Union Health and

Welfare Trust:


-         a minimum of $165.00 per month from January 31, 1998 through February



-         a minimum of $175.00 per month from March 1999 through February 2000;



-         a minimum of $181.50 per month for the remainder of the Agreement.


         The Company will increase its contributions on an annual basis, as of

March 1st of each year of the contract, by the amount necessary to maintain a

70/30 co-payment ratio but, under no circumstances, will the Company be

obligated to increase its contribution by more than five percent of the agreed

upon contribution in any year of this Agreement.


ARTICLE B-5. HOLIDAY PAY -- There will be eight recognized holidays: New Year's

Day, Martin Luther King's Day, Friday before Easter, Memorial Day, Fourth of

July, Labor Day, Thanksgiving and Christmas. Employees' holiday pay will be at

their leave rate. In order to receive holiday pay, employees must work a full

shift on the last scheduled work day prior to the holiday; the holiday if they

are scheduled to work the holiday; and the first scheduled work day immediately

after the holiday, unless an active employee has been properly excused for leave

without pay on such day(s). Approval of such leave must be requested in writing

and, if granted, granted in writing.


         Holiday pay is intended to ensure that all employees, whether they work

on the holiday or not, receive an additional day's pay for each holiday,

provided all such employees who are not available as required by this Agreement

will not receive holiday pay.


         Employees must have a minimum of 90 days service to qualify for holiday



ARTICLE B-6. INCENTIVE PERSONAL DAYS OFF (IPDO) -- Beginning in calendar year

1999, operators working 2,080 hours in a calendar year will earn four IPDO days.

Operators working 2,500 hours in a calendar year will earn an additional four

IPDO days for a total of eight. In calculating hours under this provision,

vacation time and IPDO will be credited. IPDO days must be taken in the calendar

year following the calendar year in which they were earned. IPDO days cannot be

banked or sold. IPDO days cannot be taken during black out periods and are

subject to manpower availability at all other times as determined by the



ARTICLE B-7. JURY DUTY -- The Company will pay operators on jury duty the

difference between missed earnings for regular operators or the leave rate (as

defined in Leave Rate) for extraboard operators and the daily amount paid for

such jury duty. Operators returning from jury duty on a date when their regular

run is out of town may position themselves to pick up their run at the layover

point if possible. However, if they elect not to position themselves, earnings

guarantee will not apply for that day.


         Maintenance employees on jury duty will be allowed the difference

between their leave rate and the daily amount paid for such jury duty.





ARTICLE B-8. LEAVE RATE -- Unless otherwise specified, the leave rate for

operators will be calculated as 1/6 of 1/52 of their earnings during the

previous 12 calendar months. Any operator off for 30 consecutive days or more

without pay because of illness, workers' compensation injury, furlough, or any

new operator with less than one year of service will have their leave rate

calculated on a prorated basis, based only on actual weeks worked in the

previous 12 calendar months.


         Missed earnings will mean the amount of earnings that an employee would

have normally earned on a regularly scheduled work day. Employees are not

entitled to missed earnings for any scheduled day off.


         The leave rate for maintenance employees is calculated as eight hours'

pay at the applicable hourly rate.


ARTICLE B-9. PASSES -- Employees passing their probationary period will be

granted an annual pass to be used in accordance with Company policy.


ARTICLE B-10. RETIREMENT PLAN -- The Company and the Union agree to continue the

existing Greyhound Lines, Inc./Amalgamated Transit Union National Local 1700

Retirement and Disability Plan hereinafter referred to as "Plan" subject to the

following modifications: (1) In the event the Plan actuary notifies the Plan

Trustees on or before November 1st of any plan year that a contribution to the

Plan is likely to be required for the succeeding plan year (e.g., by reason of

an expected change in actuarial assumptions or methods or otherwise) hereinafter

referred to as the "Notice," the parties will meet to negotiate a method of

avoiding such required contribution, but upon the failure of the parties on or

before the December 8 following receipt of the Notice to agree upon a method to

avoid such contribution, all future benefit accruals under the Plan will be

frozen effective December 31st of the year of the Notice; (2) if, after the Plan

has been frozen, any subsequent annual actuarial valuation by the Plan's actuary

reports that the market value of the assets of the Plan exceed 115 percent of

the actuarial present value of accumulated plan benefits, the parties agree to

negotiate retroactive benefit increase(s), in accordance with the pre-freeze

benefit formulas, for those participants whose future benefit accruals were

frozen as a result of (1) above, but in no event will such benefit increase(s)

cause the market value of the assets of the Plan to be less than 115 percent of

the actuarial present value of accumulated Plan benefits, determined after the

benefit increase(s) described above.



Greyhound Lines, Inc./Amalgamated Transit Union National Local 1700 Retirement

and Disability Plan (other than highly compensated employees as defined by law)

will be allowed to take a RLOA prior to age 55 and retire without penalty at age

55. Years of service and average earnings will be frozen at the time the RLOA is

granted. Operators will not be subject to recall, but will be allowed to return

to work one time only before age 55 providing they meet all applicable

requirements at the time. At age 55 operators must return to work or retire.

Operators returning to work will not be credited with years of service during

the RLOA but will resume the accumulation of years of service upon the date of

return. Operators taking RLOA are not eligible for health and welfare benefits

except under COBRA and other applicable laws.


         Forty operators per year, selected on a seniority basis, will be

offered an opportunity to elect RLOA. No more than five percent of the operators

at any location are eligible for RLOA and locations with fewer than 25 operators

are limited to one driver taking RLOA.


ARTICLE B-12. STOCK OPTION PLAN -- A pool of two million shares of Greyhound

stock will be made available for stock options with a seven-year term. The stock

options will be granted under a new stock option plan established for active

operators and mechanics who have three years or more of seniority and have

worked at least 1,720 hours during each of the previous three calendar years as

of January 1st of the year during which options are granted. Hours worked

exclude sick leave, medical leave and periods for which workers compensation is

received. The first one million shares of stock options will be distributed as

of October 1, 1998 at a grant price of $6.00 per share and will be 100 percent

vested on October 1, 2000. The second grant of one million shares will be

granted on October 1, 2001 at a grant price of $7.00 per share and will be 100

percent vested October 1, 2004. The Company will provide for a "cash-less

exercise" program.





ARTICLE B-13. SICK LEAVE -- After one year of service, employees are eligible

for paid sick leave for days missed in cases of non-work-related injury and

illness, not to exceed six days per year, subject to the following exclusions:


1.        Sick leave claims are limited to those days excluded from coverage and

         not eligible for retroactive coverage by state workers' compensation



2.        No employee will receive sick leave payments for the first three

         consecutive days, whether or not work days, except if an employee is

         hospitalized during the three-day waiting period, sick leave benefits

         commence as of the first day of hospitalization.


3.        Employees are not entitled to sick leave benefits for any time lost by

         reason of sickness while on vacation.


         Sick leave for extraboard operators will be paid at the leave rate as



         1.        The first three days will not be paid and will be considered a

                  waiting period.


         2.        The next six days will be paid.


         3.        The seventh day is a day off and will not be paid.


         4.        Thereafter six days will be paid followed by one unpaid day.


         Regular operators will be paid missed earnings less the three day

waiting period. Sick leave for maintenance employees will be missed earnings for

regular hours after the three-day waiting period.


         Employees may accumulate unused sick leave from year to year.

Accumulated sick leave may be used only for a period of sickness exceeding 10

consecutive days, but will be paid in accordance with the above, retroactive to

the fourth day of such sickness.


         In order to receive sick leave benefits, employees must submit medical

evidence of their illness from a licensed medical doctor or other satisfactory

evidence on forms provided by the Company. The expense of this medical evidence

will not be borne by the Company. At its option, the Company may require a

special examination of an employee by a designated doctor paid for by the

Company. Employees will notify their supervisor of absences on account of

sickness as soon as possible. An application for sick leave benefits will be

made within five days after return to work.


ARTICLE B-14. VACATIONS -- Vacations are earned and granted in the following



-         Employees who complete one year but less than 11 years of continuous

         employment will be granted two weeks' paid vacation.


-         Employees who complete 11 years but less than 21 years of continuous

         employment will be granted three weeks' paid vacation.


-         Employees who complete 21 or more years of continuous employment will

         be granted four weeks paid vacation.


         Employees will be paid their leave rate for each day of paid vacation

except regular operators will be paid missed earnings (as defined in Leave

Rate). Each week of vacation for extraboard operators includes six days of paid

leave and one day of unpaid leave.


         Employees with less than 21 years of service are allowed to bank one

week of vacation each year up to a maximum of 30 days. Employees with 21 or more

years of service may bank two weeks of vacation each year up to a maximum of 60

days. Mechanics will bank five paid days per week and drivers six paid days per

week of vacation. All remaining vacation must be bid and taken in the year

earned. Banked vacation can then be sold, taken as extra week(s) of bid

vacation, or taken as personal time off one day at a time (VPTO) subject to

Company approval, provided 48 hours advance notice is given


         When selling vacation days or taking VPTO, employees will be paid the

leave rate as defined in the Leave Rate provision except regular operators will

be paid 1/6th of the amount paid for their last week of vacation for each day

sold or taken as VPTO.


         Employees wishing to take VPTO because of illness must comply with the

provisions governing sick leave, e.g., three-day waiting period, medical

evidence, and so forth.


         The annual posting date of vacations will be during November and

December, with vacations to be taken the following calendar year. The Company

will designate periods when vacation must be taken and will post at each

location a list showing same and the number of employees who can take vacations

during the same period.





Employees will bid on vacation periods in accordance with their seniority.

Employees may, in bidding on vacation dates, divide vacation in units of weeks.

Employees will bid their vacation at vacation bidding time regardless of their

anniversary date. Employees who are inactive at the time their bid is due must

contact a supervisor to submit their bid which will be placed on the vacation

bid sheet by the supervisor. Employees must elect to bank vacation by October

15th of each year for the next calendar year.


         In the event of death of an employee, his beneficiary will receive any

vacation benefits due him at the time of his death. Employees leaving the

service of the Company will be paid for all earned and unused vacation or days.

Earned and unused vacation will be paid for at the leave rate as defined in the

Leave Rate provision.


         To the extent allowed by law, employees leaving the service of the

Company will be charged, and appropriate amounts will be taken out of any moneys

due the employee, for the number of days vacation not earned for which they have

been paid.



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