(dissenting) .
The central question in this case is whether the Board erred in finding, as it did, that the Aetna Plywood and Veneer Company had not refused to bargain in good faith with Local 743.1 The crucial period, according to petitioner, commenced on November 6, 1958. At this point, only four of the eleven principal issues disputed by the parties remained unsettled. These issues involved a wage increase, a cost-of-living clause, insurance coverage of dependents, and a more generous vacation policy. But at the negotiating session held on November 6, the company, without notice and for the first time, suddenly announced four major, substantial changes it wanted made in the contract: (1) a no-strike clause, (2) a management prerogative clause, (3) the right to hire casual workmen “at any time to handle unusual work loads or peak loads” in the warehouse unit, and (4) the right to have foremen and salesmen do warehouse work. At the same time, the company's representative orally announced that, after the strike, the company would substantially reduce the number of warehousemen.2 At the request of the Local's attorney, the company reduced its four demands to writing on the following day. At the November 7 meeting, the union receded from its wage position, and agreed to the wage increase which the employer had proposed, without provision for a cost-of-living increase. As the Board itself says in its brief to this court, Local 743’s president “suggested the Local might wait a year to make the vacation policy effective” and on November 6, 1958, said that “Local 743 would ‘forget about’ dependent insurance and vacation policy if the Company would make a satisfactory offer.” Thus, by November 7, the union had virtually capitulated on all four of the issues which had been the only serious bar to settlement until the company made its additional demands on November 7. The sole justification the company and the Board advance for the belated injection of new issues into the negotiations was that “the Company indicated at the first negotiation session in April 1958 that it desired certain changes in the contract,” and that the company postponed identification of its demands in deference to the union’s wish that the union’s “11 proposed changes and modifications be considered first * * But the record unequivocally indicates that these modifications desired by the company, and resurrected on November 7, had not been mentioned or referred to by either party tó the negotiations except at the very first bargaining session and at the first meeting in the Commissioner’s office. More important, the record also unequivocally indicates that the modifications sought were merely “wording changes.” 3
In view of the number and importance of the demands made by the company, these demands cannot reasonably be elas*871sified as “wording changes,” and certainly cannot be justified as such. “Wording changes” imply, as the company stated, clarification of “ambiguous” provisions. They do not connote proposals which may significantly alter existing benefits and protections enjoyed by the employees under their previously existing (though now expired) contract.
Nevertheless, the union agreed to the no-strike clause and the management clause. On the foremen and salesmen issue, the union advanced two counter-proposals which would have permitted salesmen to perform warehouse work when in connection with a selling activity, and would have allowed foremen to perform warehouse work when warehouse-men were unavailable or when “business operations so require.” The company agreed to respond to these counter-proposals at a later meeting.
At the next meeting, the company responded by making five new demands. These were (1) deletion of the guaranteed work week which had been provided for in the previous agreement, (2) deletion of provisions in the expired agreement which had, among other things, forbidden any party from entering agreements which interfered with the intent of the collective bargaining agreement, (8) access by union representatives to company premises conditioned on prior consent of the Branch Manager, rather than simply prior notification, as provided for in the expired agreement, (4) to qualify for sick pay, the employee may be required to show proof of illness, and (5) deletion of a clause in the prior agreement which had granted time-and-a-half wages to day shift employees reporting before normal starting time or after 4:30 P.M. In addition to these five issues, the company proposed to change the agreed content of the management prerogative clause, notwithstanding the union’s previous assent to the form in which the company had originally presented it.
In reply to the union’s counter-proposals, the company asked that salesmen be permitted to perform warehouse work for the purpose of “servicing a customer,” rather than just to show merchandise to a customer. The company also proposed that the “foremen may perform any work necessary to efficiently utilize their time.” The union objected that this removed any effective qualification on the performance of warehouse work by non-warehouse-men.4 Hence the union argued, it would be impossible to get the warehousemen to vote to accept the contract, when at least some of them would be losing work and their jobs by doing so. At the same time, the company sought, for the first time, to make performance of overtime a condition of employment.5 Moreover, by providing that seniority should govern overtime whenever practical, it proposed to modify the prior right of the employees to secure in seniority order the overtime work which was available. Four further meetings were held by the parties between November 13, 1958, and February 6, 1959. Suffice it to say that there was some compromise on both sides, but the parties were unable to resolve their differences. In February 1959 the company began to hire employees to replace the warehousemen on strike. On March 23, 1959, after a total of 18 had been hired, the company notified the union *872that it had hired permanent replacements and was withdrawing all offers it had made.
Where, as here, “the employer engaged in a lengthy series of bargaining conferences, which got nowhere * * * the question is whether it is to be inferred from the totality of the employer’s conduct that he went through the motions of negotiation as an elaborate pretense with no sincere desire to reach an agreement if possible, or that it bargained in good faith but was unable to arrive at an acceptable agreement with the union.” N. L. R. B. v. Reed & Prince Mfg. Co., 205 F.2d 131, 134 (1st Cir.), cert. denied, 346 U.S. 887, 74 S.Ct. 139, 98 L.Ed. 391 (1953). The Board here found that the company had bargained in good faith. Whether substantial evidence supports this conclusion “is a question which Congress had placed in the keeping of the Courts of Appeals.” Universal Camera Corp. v. N. L. R. B., 340 U.S. 474, 491, 71 S.Ct. 456, 466 (1951). And, as the Supreme Court has observed, “evidence supporting a conclusion may be less substantial when an impartial, experienced examiner who has observed the witnesses and lived with the case has drawn conclusions different from the Board’s than when he has reached the same conclusion.” Id. at 496, 71 S.Ct. at 469. We must especially give weight to the examiner’s conclusion upon such an issue as good faith in bargaining. For “ ‘Good faith’ is one form of credibility; it means that the motive that actuated the conduct in question was in fact what the actor ascribes to it * * *." N. L. R. B. v. James Thompson & Co., 208 F.2d 743, 745 (2d Cir. 1953).
Here, the trial examiner observed in part that—
“The whole coterie of facts in the instant matter from the sudden and unexpected demands made by Respondent on November 6, 1958, the very nature of those demands coupled with the threat of substantial reduction of employees in the warehouse unit, the adamant adherence to, and strengthening of, those demands by Respondent together with the several temporary diversions created by Respondent from time to time plus the March 23, 1959 ‘terminations’ of strikers and the filing of the RM petition for a unit of 14 employees leads but to the conclusion that on and after November 6, 1958 Respondent was sitting at the negotiations with a firm resolve either to reach no agreement with the Union or to provide for the elimination of the Union as the bargaining agent by abolishing the bargaining unit. This constitutes a refusal to bargain in violation of Section 8(a) (5) and (1) which necessarily prolonged the economic strike and converted it on November 6, 1958 into an unfair labor practice strike as of that date. The undersigned so finds.
“As a necessary corollary thereto the undersigned must also find that on and after November 6, 1958 the strikers became unfair labor practice strikers so that the terminations of March 23, 1959 were discriminatory and in violation of Section 8(a) (3) and (1) of the Act. The undersigned so finds.”
In light of the evidence and the findings of the trial examiner, the Board’s conclusion that the company had not failed to bargain in good faith is in my view a determination unsupportable upon a fair assessment of the entire record. Here, the company repeatedly used the flimsy excuse of “wording changes” to introduce new, numerous, and substantial demands late in the negotiation. The invocation of magical labels like “hard bargaining” or “economic pressure” cannot obscure the fact that reasonable men bargaining in good faith do not act as the company acted in this case. I would reverse the Board.
. If the company failed to bargain in good faith the strike against the company would be converted into an unfair labor practice strike, and the company’s dismissal of the warehousemen would itself be an unfair labor practice.
. This is based on testimony offered by the company. The union alleged that the company’s representative said: “We are not going to use any warehousemen anymore. We will be able to do without them because we are going to have to use the foremen and these salesmen ¿H ‘k si;
. The comptroller of the company, a participant in the collective bargaining, testified :
“THE WITNESS: The union proposition was on eleven points. So, when we started to discuss any of those points, I said, now, anything we arrive at here had no bearing on an agreement that doesn’t take into consideration the wording changes in the contract.
“BY MR. SCHOONHOVEN:
“Q. What wording changes? A. Well, many paragraphs were ambiguous. We wanted to delete some. We wanted to add some.”
Even this explanation is, of course, a self-serving declaration. There is no indication that the union knew, and no reason appears why it should have known, that “wording changes” meant new, substantive and substantial proposals.
. “Job security is an inherent element of the labor contract, a part of its very being. If wages is the heart of the labor agreement, job security may be considered its soul. * * * The transfer of work customarily performed by employees in the bargaining unit to others outside it must therefore be regarded as an attack on the job security of the employees whom the agreement covers and therefore on one of the contract’s basic purposes.” New Britain Machine Co., 8 Lab.Arb.Rep. 720, 722 (1947).
. Under settled industrial practice, an employee is not expected to work overtime unless “he is given advance notice sufficient to enable him to alter his plans * * Ford Motor Co., 11 Lab.Arb. Rop. 1158, 1100 (1948). The company’s proposal contained no such limitation.