FEB 2 7 2002

EMPLOYER STATUS DETERMINATION

Upper Merion and Plymouth Railroad Company, LLC

Patapsco & Back Rivers Railroad Company, LLC

Keystone Railroad, LLC

Conemaugh & Black Lick Railroad Company, LLC

Brandywine Valley Railroad Company, LLC

Steelton & Highspire Railroad Company, LLC

Lake Michigan & Indiana Railroad Company, LLC

This is the determination of the Railroad Retirement Board concerning

the status of the above-listed companies as employers under the Railroad

Retirement Act (45 U.S.C. § 231 et secj.) and the Railroad Unemployment

Insurance Act (45 U.S.C. § 351 et seq.).

Six corporations which are subsidiaries of Bethelem Steel Corporation

and which were held to be covered employers under the Acts have been

merged into new limited liability corporations with substantially

identical names: Upper Merion and Plymouth Railroad Company, BA

Number 3370; Patapsco & Back Rivers Railroad Company, BA Number

4341; Keystone Railroad, Inc., B.A. No. 4343; Conemaugh & Black Lick

Railroad Company, BA Number 4320; Brandywine Valley Railroad

Company, BA Number 3342; and Steelton & Highspire Railroad

Company, BA Number 4349. These changes in corporate structure were

effective January 1, 2002.

Bethelem Steel has also formed a new limited liability corporation, Lake

Michigan & Indiana Railroad, LLC. On October 2, 2001, the assets of the

Lake Michigan & Indiana Railroad Division of Keystone Railroad, Inc.,

were transferred to the Lake Michigan & Indiana Railroad, LLC, a new

direct subsidiary of Bethelem Steel. In Surface Transportation Board

Finance Docket No. 34140, the new limited Lability corporation filed an

exemption to operate a 66-mile rail line in Burns Harbor, Indiana, which

was formerly a division of Keystone Railroad, Inc.

Section 1(a)(1) of the Railroad Retirement Act (45 U.S.C. § 231(a)(1)),

insofar as relevant here, defines a covered employer as:

BA# 4320
Upper Merion and Plymouth Railroad Company, LLC

Patapsco & Back Rivers Railroad Company, LLC

Keystone Railroad, LLC

Conemaugh & Black Lick Railroad Company, LLC

Brandywine Valley Railroad Company, LLC

Steelton & Highspire Railroad Company, LLC

Lake Michigan & Indiana Railroad Company, LLC

(i) any carrier by railroad subject to the jurisdiction of

the Surface Transportation Board under Part A ofsubtitle IV

of title 49, United States Code;

Sections 1(a) and 1(b) of the Railroad Unemployment Insurance Act (45

U.S.C. §§ 351(a) and (b)) contain substantially the same definition, as

does section 3231 of the Railroad Retirement Tax Act (26 U.S.C. § 3231).

The evidence of record establishes that Lake Michigan & Indiana

Railroad, LLC, is a carrier operating in interstate commerce.

Accordingly, it is determined that Lake Michigan & Indiana Railroad,

LLC, is an employer within the meaning of section l(a)(l)(i) of the

Railroad Retirement Act (45 U.S.C. § 231(a)(l)(i)) and the corresponding

provision of the Railroad Unemployment Insurance Act as of October 2,

2001, the date as of which it commenced operations.

The Board also holds that (1) the coverage under the Acts of Upper

Merion and Plymouth Railroad Company, BA Number 3370; Patapsco &

Back Rivers Railroad Company, BA Number 4341; Keystone Railroad,

Inc., B.A. No. 4343; Conemaugh & Black Lick Railroad Company, BA

Number 4320; Brandywine Valley Railroad Company, BA Number 3342;

and Steelton & Highspire Railroad Company, BA Number 4349, is

terminated as ofJanuary 1, 2002, and that (2) Upper Merion and

Plymouth Railroad Company, LLC; Patapsco & Back Rivers Railroad

Company, LLC; Keystone Railroad, LLC; Conemaugh & Black Lick 

Railroad Company, LLC; Brandywine Valley Railroad Company, LLC;

and Steelton & Highspire Railroad Company, LLC, are held to be
-3-

Upper Merion and Plymouth Railroad Company, LLC

Patapsco & Back Rivers Railroad Company, LLC

Keystone Railroad, LLC

Conemaugh & Black Lick Railroad Company, LLC

Brandywine Valley Railroad Company, LLC

Steelton & Highspire Railroad Company, LLC

Lake Michigan & Indiana Railroad Company, LLC

employers under the Railroad Retirement and Railroad Unemployment

Insurance Acts as ofJanuary 1, 2002. The Board agrees to the request

by Bethelem Steel that the new limited liability corporations be

permitted to retain the BA numbers of the corresponding corporations

with which they merged.