(dissenting).
I would affirm the judgment of the district court on the basis of Judge Larson’s well reasoned opinion. The requirement that the company prove that the two employees were not substantially equal in merit and ability by “clear and convincing evidence,” viewed in the light of the contractual words, “in the opinion of the company,” does not draw its essence from the agreement. “When the arbitrator’s words manifest an infidelity to this obligation, courts have no choice but to refuse enforcement of the award.” United Steelworkers of America v. Enterprise Wheel & Car Corp., 363 U.S. 593, 597, 80 S.Ct. 1358, 1361, 4 L.Ed.2d 1424, 1428 (1960). The majority of the arbitration board violated Article XVIII, Section 5 of the agreement by amending or altering the “understanding to imply an agreement between the parties as to [a matter] not covered by the specific provisions of the understanding,” to-wit, the imposition of an unreasonable and unfair burden of proof on the employer in this arbitration. (Emphasis supplied.)