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                    ATTACHMENT 
                   
                  
                    MERGER 
                   
                  
                    IMPLEMENTING
                    AGREEMENT 
                    (Expanded Salina Hub) 
                   
                  
                    between the 
                    UNION PACIFIC RAILROAD COMPANY 
                   
                  
                             
                    Southern Pacific Transportation Company 
                   
                  
                    and the 
                    UNITED TRANSPORTATION UNION 
                   
                 
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                    PREAMBLE 
                   
                  
                    The U.S.
                    Department of Transportation, Surface Transportation Board
                    ("STB") approved the merger of the Union Pacific
                    Corporation ("UPC"), Union Pacific Railroad
                    Company/Missouri Pacific Railroad Company (collectively
                    referred to as "UP") and Southern Pacific Rail
                    Corporation, Southern Pacific Transportation Company ("SPT"),
                    St. Louis Southwestern Railway Company ("S S W), SPCSL
                    Corp., and the Denver & Rio Grande Western Railroad
                    Company ("DRGW") (collectively referred to as
                    "SP") in Finance Docket 32760. In approving this
                    transaction, the STB imposed New York Dock labor
                    protective conditions. Copy of the New York Dock
                    conditions is attached as Attachment "A" to this
                    Agreement. 
                   
                  
                    On June
                    4,1998, the Carriers served notice of their intent to merge
                    and consolidate operations generally in the following
                    territories: 
                   
                  
                    Union
                    Pacific: Salina to Kansas City (not including Kansas City
                    and Topeka) 
                    Salina to Sharon Springs 
                    Wichita to Salina via Lost Springs/Herington 
                    Salina to Sid (end-of-track) 
                    Wichita to El Dorado 
                    Wichita to Winfield/Arkansas City 
                    Whitewater to McPherson 
                   
                 
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                      G:LABOR\OPS\WPCMERGR\SALINHUB.UTU(1)                                                       
                    -1-                                                                                                           
                    Rev. 10/30/98
                   
                 
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                    Herington to Hope (End-of-Track) 
                   
                  
                    Southern
                    Pacific: Pratt to Kansas City via Herington (not including
                    Pratt, Topeka 
                    (SSW) or Kansas City) 
                   
                  
                    Pursuant to
                    Section 4 of the New York Dock protective conditions,
                    in order to 
                    achieve the benefits of operational changes made possible by
                    the transaction and to 
                    modify collective bargaining agreements to the extent
                    necessary to obtain those benefits 
                   
                 
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                    IT IS AGREED: 
                   
                  
                    ARTICLE I • WORK AND ROAD POOL
                    CONSOLIDATIONS 
                   
                  
                    The
                    following work/road pool consolidations and/or modifications
                    will be made to 
                    existing runs: 
                   
                  
                    A. Zone 1 - Seniority District 
                   
                  
                    1. Territory Covered: Salina to Sharon
                    Springs 
                   
                  
                    Salina to
                    Kansas City (not including Topeka or 
                    Kansas City) 
                   
                  
                    Salina to Sid (end-of-track) 
                   
                  
                    The above
                    includes all UP main lines, branch lines, industrial leads,
                    yard tracks and stations between or located at the points
                    indicated. Where the phrase "not including" is
                    used above, it refers to other than through freight
                    operations, but does not restrict through freight crews from
                    operating into/out of such terminals/points or from
                    performing work at such terminals/points pursuant to the
                    designated collective bargaining agreement provisions. 
                   
                  
                    2. The
                    existing territories covered by the UP-UTU Salina Hub
                    Agreement dated June 27,1997 shall encompass Zone 1 of the
                    expanded Salina Hub Agreement and no modifications will be
                    made to such territories unless specifically referenced
                    herein. 
                   
                  
                    3. The terms
                    of the UP-UTU Salina Hub Agreement of June 27,1997 shall
                    remain in full force and effect under this Agreement, as
                    pertains to Zone 1, unless otherwise modified herein. 
                   
                  
                    * The terminal limits of Salina
                    are as follows: 
                   
                  
                    ~ Salina: M.P. 187.26 - West 
                   
                  
                     
                   
                 
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                  G:LABOR\OPS\WPCMERGR\SALINHUB.UTU(2)                                                       
                  -1-                                                                                                           
                  Rev. 10/30/98
                   
                 
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                    M.P. 184.26 - East 
                   
                  
                    • M.P. 2.8 - McPherson Branch 
                   
                  
                    M.P. 0.58 - Plainville Branch 
                   
                  
                    5. Trainmen
                    protecting through freight service in the pools described
                    above shall be provided lodging at the away-from-home
                    terminals pursuant to existing agreements and the Carrier
                    shall provide transportation to trainmen between the on/off
                    duty location and the designated lodging facility. All
                    trainmen may leave or receive their trains at any location
                    within the terminal and may perform work within the terminal
                    pursuant to the designated collective bargaining agreement
                    provisions. The Carrier will designate the on/off duty
                    points for all trainmen, with these on/off duty points
                    having appropriate facilities as currently required in the
                    collective bargaining agreement or by applicable
                    governmental statute or regulations. 
                   
                  
                    B. Zone 2 - Seniority District 
                   
                  
                    1. Territory covered: Ellis to Sharon
                    Springs 
                   
                  
                    The above
                    includes all UP main lines, branch lines, industrial leads,
                    yard tracks and stations between or located at the points
                    indicated. Where the phrase "not including" is
                    used above, it refers to other than through freight
                    operations, but does not restrict through freight crews from
                    operating into/out of such terminals/points or from
                    performing work at such terminals/points pursuant to the
                    designated collective bargaining agreement provisions. 
                   
                  
                    2. The terms
                    of the UP-UTU Salina Hub Agreement of June 27,1997 shall
                    remain in full force and effect under this Agreement, as
                    pertains to Zone 2, unless otherwise modified herein. 
                   
                  
                    3. The terminal limits of Sharon Springs
                    are as follows: 
                   
                  
                    Sharon
                    Springs: M.P. 432.0 - West 
                    M.P. 426.0 - East 
                   
                  
                    UP terminal
                    limits at Sharon Springs are established by this 
                    Implementing Agreement. 
                   
                  
                    4. Trainmen
                    of the Denver Hub were granted rights in the Supplemental
                    Agreement for that Hub to receive their through freight
                    trains up to twenty-five (25) miles on the far side of
                    Sharon Springs and run back through Sharon Springs to their
                    destination without claim or complaint from any other
                    trainmen. 
                   
                  
                    5. Trainmen
                    protecting service in the territory described above shall be
                    provided lodging at the away-from-home terminal pursuant to
                    existing agreements and the Carrier shall provide
                    transportation to trainmen 
                   
                  
                    
                    GALABORVOPS\WPCMERGR\SAUNHUaUTU(3) '3-
                    Rev. 10/30/98 
                    
                   
                 
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                    between the
                    on/off duty location and the designated lodging facility.
                    All trainmen may leave or receive their trains at any
                    location within the terminal and may perform work within the
                    terminal pursuant to the designated collective bargaining
                    agreement provisions. The Carrier will designate the on/off
                    duty points for all trainmen, with these on/off duty points
                    having appropriate facilities as currently required in the
                    collective bargaining agreement or by applicable
                    governmental statute or regulations. 
                   
                  
                    6. The
                    parties hereto recognize there are unique operational
                    requirements pertaining to trainmen performing service in
                    Zone 2. Therefore, without prejudice to the position of any
                    party, it is agreed: 
                   
                  
                    a. Oakley
                    will continue to be the location for the extra board
                    protecting all extra service in Zone 2. 
                   
                  
                    b. Local or
                    other road assignments in Zone 2 may work between Ellis
                    (vicinity of M.P. 303) and Arapaho (vicinity of M.P. 430).
                    This includes work, wreck, or assignments servicing
                    customers located between or at the stations indicated. 
                   
                  
                    e. Local or
                    road switcher assignments shall be headquartered at Oakley,
                    if operationally possible, and so long as customer demands
                    do not require otherwise. There shall be no prohibition
                    against advertising/operating local assignments which are
                    bulletined to work in both directions out of Oakley; in the
                    alternative, the parties may agree (on a not-to-be-cited
                    basis) to establish road switcher assignment(s) at Oakley
                    with limits of Sharon Springs and Ellis. 
                   
                  
                    Nothing in
                    Article I.B.6 above shall be construed as precedent and
                    shall not cited 
                    by either party in any future negotiations or proceedings. 
                   
                 
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                    C. Zone 3
                    - Seniority District 
                   
                  
                    1. Territory
                    Covered: Wichita to Salina via Lost Springs/Herington 
                   
                  
                    Wichita to
                    El Dorado 
                    Wichita to Winf ield/Arkansas City 
                    Whftewater to McPherson 
                    Herington to Hope (End-of-Track) 
                   
                 
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                    GALABORVOPSVWPCMERGR^AUNHUB.UTU(4)
                    -4- Rev. 10/30/98 
                   
                 
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                    Pratt to
                    Kansas City via Herington (not including 
                    Pratt, Topeka or Kansas City) 
                   
                  
                    The above
                    includes all UP and SSW main lines, branch lines, industrial
                    leads, yard tracks and stations between or located at the
                    points indicated. Where the phrase "not including"
                    is used above, it refers to other than through freight
                    operations, but does not restrict through freight crews from
                    operating into/out of such terminals/points or from
                    performing work at such terminals/points pursuant to the
                    designated collective bargaining agreement provisions. 
                   
                  
                    2. The
                    existing former SSW Herington to Kansas City pool operation
                    will be preserved under this Agreement with Herington as the
                    home terminal. Kansas City will serve as the away-from-home
                    terminal. Trainmen operating between Herington and Kansas
                    City may utilize any combination of UP or SSW trackage
                    between such points. 
                   
                  
                    a. In the
                    event Carrier elects not to use a pool crew on a
                    straightaway move, Hours of Service relief of trains
                    operating Herington to Kansas City which have reached Topeka
                    or beyond (beyond S.J. Jet.) shall be protected by the
                    Kansas City Hub Zone 2 extra board. If none rested or
                    available, such relief shall then be provided by a rested
                    away-from-home terminal crew at Kansas City, and such crew
                    will thereafter either be deadheaded home or placed first
                    out for service or deadhead on their rest. If the train has
                    not reached Topeka, a home terminal pool crew at Herington
                    will be used. 
                   
                  
                    b. In the
                    event Carrier elects not to use a pool crew on a
                    straightaway move, Hours of Service relief of trains
                    operating Kansas City to Herington shall be protected by the
                    extra board at Herington if the train has reached Topeka or
                    beyond. If it has not reached Topeka, a rested
                    away-from-home terminal crew at Kansas City will be used on
                    a straight-away move. If none rested or available, the extra
                    board at Herington may be used beyond Topeka. 
                   
                  
                    3. The
                    existing former SSW Pratt to Herington pool operation will
                    be preserved under this Agreement, except the home terminal
                    will be changed to Herington. Pratt will serve as the
                    away-from-home terminal. Sufficient number of trainmen will
                    be relocated to Herington to effect this change. 
                   
                  
                    a. In the
                    event Carrier elects not to use a pool crew on a
                    straightaway move, Hours of Service relief of trains
                    operating Herington to Pratt shall be protected by the extra
                    board at Pratt if the train has reached Inman or beyond; if
                    exhausted, a rested away-from-home terminal crew at Pratt
                    may be used, 
                   
                  
                    G:UABOmOPS\WPCMERGmSALINHUB.UTU(S)
                    -5-
                    Rev. 10/30/98 
                   
                 
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                    and such
                    crew will thereafter be either deadheaded home or placed
                    first out for service or deadhead on their rest. If the
                    train has not reached Inman or beyond, a home terminal pool
                    crew at Henngton will be used. 
                   
                  
                    b. In the
                    event Carrier elects not to use a pool crew on a
                    straightaway move, Hours of Service relief of trains
                    operating Pratt to Henngton shall be protected by the extra
                    board at Herington if the train has reached Inman or beyond.
                    If it has not reached Inman, a rested away-from-home
                    terminal crew at Pratt will be used on a straight-away move.
                    If none rested or available, the extra board at Herington
                    may be used beyond Inman. 
                   
                  
                    NOTE: Under
                    Items 2 and 3 above, the establishment of Herington as a
                    terminal for the corridor between Kansas City and Pratt does
                    not constitute any restriction on operations through
                    Herington by trains originating at Salina or Wichita. 
                   
                  
                    4. The
                    previously existing Agreement dated June 22,1992, governing
                    through freight service between Salina and Wichita shall
                    become null and void upon implementation of this Agreement,
                    except for the provisions of Article 11.1 (b) thereof, which
                    shall continue to apply to the pool operation described
                    below. A new pool operation between Wichita and Salina will
                    be established under this Agreement, and Wichita shall serve
                    as the home terminal for all such service. 
                   
                  
                    a. In the
                    event Carrier elects not to use a pool crew on a
                    straightaway move, Hours of Service relief of trains
                    operating Wichita to Salina shall be protected by the extra
                    board at Salina if the train has reached Lost Springs or
                    beyond. If none rested or available, a rested away-from-home
                    pool crew may be used and such crew will thereafter be
                    deadheaded home or placed first out for service or deadhead
                    on their rest. If the train has not reached Lost Springs, a
                    home terminal pool crew at Wichita will be used. 
                   
                  
                    b. In the
                    event Carrier elects not to use a pool crew on a
                    straightaway move, Hours of Service relief of trains
                    operating Salina to Wichita shall be protected by the extra
                    board at Wichita if — the train has reached Lost Springs
                    or beyond. If the train has not reached Lost Springs, a
                    rested away-from-home terminal crew at Salina will be used.
                    If none rested or available, the extra board at Wichita may
                    be used beyond Lost Springs. 
                   
                  
                    e. Trains
                    which have expired under the Hours of Service at a location
                    within 25 miles of Herington in either direction toward 
                   
                 
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                    GALABORVOPSWVPCMERGR\SAUNHUaUTU(6) -6-
                    Rev. 10/30/98 
                    
                   
                 
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                    Wichita or
                    Salina may be relieved and operated into Henngton 
                    by the extra board a< Herington for later re-crewing. 
                   
                  
                    5. Local,
                    work, wreck, and other extra freight service may operate
                    between Wichita and Salina with home terminal of either
                    Wichita or Salina. 
                   
                  
                    6. The
                    Carrier may, at its option, establish service between
                    Wichita and Hutchinson via Herington, without crew change.
                    Wichita will serve as the home terminal. Hutchinson will
                    serve as the away-from-home terminal. This service will be
                    protected by the extra board at Wichita unless traffic
                    levels justify establishment of pool operations. 
                   
                  
                    7. At
                    Herington, Pratt, Winfield and Wichita pool trainmen may
                    receive their train up to twenty-five (25) miles on the far
                    side of the terminal and run back through Herington, Pratt,
                    Winfield and Wichita to their destination without claim or
                    complaint from any other trainman. When so used, the
                    trainman shall be paid an additional one-half (1/2) day
                    at the basic pro rata through freight rate for this run in
                    addition to the district miles of the run. If the time spent
                    beyond the terminal under this provision is greater than
                    four (4) hours, then he shall be paid on a minute basis at
                    the basic pro rata through freight rate. 
                   
                  
                    8. The
                    terminal limits of Herington, Pratt, Winfield and Wichita
                    are as follows: 
                   
                  
                    Herington:
                    M.P. 459.2 - UP Hoisington Subdivision 
                   
                  
                    M.P. 180.0 -
                    UP Herington Branch 
                   
                  
                    M.P. 169.2 -
                    SSW Topeka Subdivision 
                   
                  
                    M.P. 173.12
                    - SSW Herington Subdivision 
                   
                  
                    UP terminal
                    limits at Herington are established by this Implementing 
                    Agreement. 
                   
                  
                    Pratt: M.P.
                    292.33 - East 
                    M.P. 300.16 - West 
                   
                  
                    Winfield:
                    M.P. 248.7 - East 
                    M.P. 250.8 - West 
                   
                  
                    Wichita: M.P.
                    236.0 - Herington 
                   
                  
                    M.P. 476.0 -
                    Wichita Branch 
                   
                  
                    M.P. 254.0 -
                    OKT Subdivision 
                   
                  
                    9. Trainmen
                    of the Kansas City Hub were granted rights in the Agreement
                    for that Hub to receive their through freight train up to
                    twenty-five (25) miles on the far side of Winfield and
                    Wichita and run 
                   
                 
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                    G:\LABOWOPS\WPCMERGR\SALINHUB.UTU(7)
                    -7- Rev. 10/30/98 
                    
                   
                 
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                    back through
                    Winfield and Wichita without claim or complaint from 
                    any other trainman. 
                   
                  
                    10. Trainmen
                    of an adjacent hub may have certain rights to be defined, if
                    any, in the Merger Implementing Agreements for these hubs to
                    receive their through freight trains up to twenty-five (25)
                    miles on the far side of the terminal and run back through
                    the terminal to their destination without claim or complaint
                    from any other trainman. 
                   
                  
                    11. Trainmen
                    protecting through freight service in the pool described in
                    Article I.D.2. above shall be provided lodging at the
                    away-from-home terminal pursuant to existing agreements and
                    the Carrier shall provide transportation to trainmen between
                    the on/off duty location and the designated lodging
                    facility. All trainmen may leave or receive their trains at
                    any location within the terminal and may perform work within
                    the terminal pursuant to the designated collective
                    bargaining agreement provisions. The Carrier will designate
                    the on/off duty points for all trainmen, with these on/off
                    duty points having appropriate facilities as currently
                    required in the collective bargaining agreement or by
                    applicable governmental statute or regulation. 
                   
                  
                    C. Herinoton Terminal 
                   
                  
                    1. All UP
                    and SSW operations within the new Herington Terminal limits
                    shall be consolidated into a single operation. The terminal
                    includes all UP and SSW main lines, branch lines, industrial
                    leads, yard tracks and stations between or located at the
                    points indicated. All UP and SSW road crews may receive or
                    leave their trains at any location within the terminal and
                    may perform work within the terminal pursuant to the
                    applicable collective bargaining agreement, including
                    national agreements. The Carrier will designate the on/off
                    duty points for all yard crews, with these on/off duty
                    points having appropriate facilities' as currently required
                    in the collective bargaining agreement or by applicable
                    governmental statute or regulations. Interchange rules are
                    not applicable for infra-carrier moves within the terminal. 
                   
                  
                    2. All UP
                    and SSW rail lines, yards and/or sidings within the
                    Herington Terminal will be considered as common to all
                    trainmen working in, into _ _ and out of Herington. The
                    establishment of prior rights zones is not intended to
                    restrict operations which traverse territory in both zones.
                    All road switchers, yard and local assignments will be
                    protected by trainmen from the seniority district where such
                    assignments are home terminated. 
                   
                  
                    D. At all
                    terminals the Carrier will designate the on/off duty points
                    for all road crews, with these on/off duty points having
                    appropriate facilities as currently required in the
                    designated collective bargaining agreement or by applicable
                    governmental statue or regulation. 
                   
                  
                    
                    G:\LABOWDPS\WPCMERGR\SALINHUaUTU(8) -8-
                    Rev. 10/30/98 
                    
                   
                 
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                    E. In all of
                    the zones, when local, work, wreck, HOS relief or other such
                    unassigned road runs are called or assigned which operate
                    exclusively within the territorial limits of one of the
                    zones established in this Agreement, such service shall be
                    protected by trainmen in such zone. If such run or
                    assignment extends across territory encompassing more than
                    one zone contemplated by this Agreement, it will be
                    protected by trainmen in the zone in which such service is
                    home terminated. If new pool operations are implemented that
                    run over two prior rights existing runs, then those holding
                    prior rights to the existing'runs shall hold rights to the
                    new runs in the ratio of miles run. New pool operations not
                    covered in this Implementing Agreement which establish a new
                    home terminal, between this Hub and another Hub, or between
                    this Hub and a non-merged area will be handled per Article
                    IX of the October 31,1985 National Agreement. 
                   
                 
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                    ARTICLE II - SENIORITY
                    CONSOLIDATIONS 
                   
                  
                    A. To
                    achieve the work efficiencies and allocation of forces that
                    are necessary to make the Salina Hub operate efficiently as
                    a unified system, a new seniority district will be formed
                    and a master Trainmen Seniority Roster -UP/UTU Salina Merged
                    Roster #1 will be created for trainmen holding seniority in
                    the territory comprehended by this Agreement on the date of
                    implementation of this Agreement. (Where the word
                    "trainmen" is used in this Agreement, it refers to
                    conductors/foremen and brakemen/yardmen collectively.) The
                    new roster will consist of three (3) zones. Prior rights
                    Zone 1 is already intact and will remain unchanged by this
                    Agreement. New prior rights Zones 2 and 3 will be created
                    under this Agreement. 
                   
                  
                    1.
                    Switchmen/brakemen placed on these rosters will be
                    dovetailed based upon the employee's current seniority date.
                    If this process results in employees having identical dates,
                    seniority will be determined by the age of the employees
                    with the older employee placed first. If there are more than
                    two (2) employees with the same seniority date, a random
                    process jointly agreed upon by the Director of Labor
                    Relations and the appropriate General Chairman (men) will 1
                    be utilized to effect a resolution. It is understood this
                    process may not result in any employee running around
                    another employee on his former roster. 
                   
                  
                    2.
                    Conductors placed on this roster shall reflect the exact UP
                    and SSW relative standings as exists on the dovetailed
                    brakeman roster; however, within such relative standing both
                    former UP and SSW conductors shall rank in the same order
                    that they did on their former properties. 
                   
                  
                    B. Employees
                    assigned to the newly-created zone seniority rosters for
                    Zones 2 and 3 shall be afforded prior rights on said zones.
                    Placement on these 
                   
                 
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                    G:\LABOR\OPS\WPCMERGR\SAUNHUB.UTU<9) -9-
                    Rev. 10/30/98 
                   
                 
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                    rosters and
                    awarding of prior rights to said zones shall be based upon
                    the 
                    following: 
                   
                  
                    1. Zone 2
                    - This roster will consist of former UP trainmen with rights
                    on Salina (Roster Nos. 360301 and 360401) and Oakley (Roster
                    Nos. 072301 and 072401). 
                   
                  
                    a. The prior
                    rights roster for Zone 2 will consist of a prior rights 
                    conductor and brakeman roster. 
                   
                  
                    2. Zone 3
                    - This roster will consist of former UP trainmen with rights
                    on Wichrta (Roster Nos. 058311, 058411 and 058511) and
                    Coffeyville (Roster Nos. 059312 and 059412) and former SSW
                    trainmen with rights on SSW Pratt (Roster Nos. 304301,
                    304401 and 304501), Salina and SSW Herington (Roster Nos.
                    303301, 303401 and 303501). 
                   
                  
                    a. The prior
                    rights roster for Zone 3 will consist of a prior rights 
                    conductor, brakeman and yardman (Wichita) roster. 
                   
                  
                    C. Employees
                    holding seniority on one (1) of the prior rights zones will
                    be afforded common seniority on the other zones in the
                    Salina Hub. New employees hired after the date of this
                    Agreement shall hold common seniority on all zones in the
                    Salina Hub. 
                   
                  
                    D.
                    Entitlement to assignment on prior rights Zones 2 and 3 and
                    to the master roster shall be by seniority order canvass of
                    the employees holding seniority in the territory, subject to
                    roster sizing limits. Prior to the roster formulation
                    process, the Organization and the Carrier shall reach
                    agreement upon the total number of employees assigned to the
                    expanded Salina Hub master seniority roster. 
                   
                  
                    E. With the
                    creation of the new seniority district described herein, all
                    previous seniority outside the Salina Hub held by trainmen
                    on the new roster shall be eliminated and all seniority
                    inside the new hub held by trainmen outside the district
                    shall be eliminated. All pre-existing prior rights, top and
                    bottom, or any other such seniority arrangements in
                    existence prior to formulation of the Salina Hub, if any,
                    are of no further force or effect and the provisions of this
                    —Article shall prevail in lieu of thereof. 
                   
                  
                    F. All
                    trainmen vacancies within the Salina Hub must be filled
                    prior to any trainmen being reduced from the working list or
                    prior to trainmen being permitted to exercise to any reserve
                    boards. This provision is not intended to modify or
                    supersede existing agreement provisions, if any, which
                    prohibit forcing prior rights trainmen to vacancies outside
                    the territory comprehending their prior rights. 
                   
                 
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                    G:\LABORVOPS\WPCMERGR\SAUNHUB.Lmj(10)
                    -10- ReV. 10/30/98 
                   
                 
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                    G. Trainmen
                    who have been promoted to engine service and hold engine
                    service seniority inside the Salina Hub shall be placed on
                    the appropriate roster using their various trainmen
                    seniority dates. 
                   
                  
                    ARTICLE III • EXTRA BOARDS 
                   
                  
                    A. The
                    following extra boards shall be established to protect
                    vacancies and other extra board work into or out of the
                    Salina Hub or in the vicinity thereof. It is understood
                    whether or not such boards are guaranteed boards is
                    determined by the designated collective bargaining
                    agreement. Further, nothing in this Agreement may be
                    construed to require the continued maintenance of an extra
                    board when there is insufficient work to justify its
                    existence. 
                   
                  
                    1. Wichita
                    - One (1) Extra Board (combination
                    conductor/brakeman/switchman) to protect all service at or
                    in the vicinity of Wichita. This board will also protect the
                    service between Wichita and Hutchinson via Herington. 
                   
                  
                    2. Hutchinson
                    - One extra board (combination conductor/brakeman/switchman)
                    to protect all extra service at or in the vicinity of
                    Hutchinson. 
                   
                  
                    3. Herinoton
                    - One (1) Extra Board (combination conductor/brakeman) to
                    protect all extra service at or in the vicinity of Herington
                    including Hours of Service relief in any direction, subject
                    to the specific provisions in Article I. This board will
                    supplement the extra board at Hutchinson and, if none in
                    existence, will protect Hutchinson extra service. 
                   
                  
                    3. Salina - No change from the
                    June 27,1997 Agreement. 
                   
                  
                    4. Oaklev
                    - One (1) Extra Board (combination conductor/brakeman) to
                    protect all extra service in Zone 2. In the event it is
                    exhausted, this board will be supplemented by the extra
                    board at Salina. 
                   
                  
                    B. If
                    additional extra boards are established or abolished after
                    the date of 
                    implementation of this Agreement, it shall be done pursuant
                    to the terms of 
                    the designated collective bargaining agreement. When
                    established, the 
                    —Gerrier shall designate the geographic area the extra
                    board will cover. 
                   
                 
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                    ARTICLE IV - APPLICABLE AGREEMENT 
                   
                  
                    A. The
                    Carrier has selected the Collective Bargaining Agreement
                    currently in effect between the Union Pacific Railroad
                    Company and the UTU Union Pacific Eastern District including
                    all applicable national agreements and all 
                   
                  
                    GMABORVOPS\WPCMERGR>SALINHUB.UTU(11) -11-
                    Rev. 10/30/98 
                   
                 
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                    other side
                    letters and addenda. Firemen shall likewise be governed by
                    the current UP-UTU Eastern District Agreement. Except as
                    specifically provided herein, the system and national
                    collective bargaining agreements, awards and interpretations
                    shall prevail. 
                   
                  
                    B. The terms
                    and conditions of the pool operations set forth in this
                    agreement shall be the same for all pool freight runs
                    whether run as combined pools or separate pools. The terms
                    and conditions are those of the designated collective
                    bargaining agreement as modified by subsequent national
                    agreements, awards and implementing documents and those set
                    forth below. For ready reference, sections of existing rules
                    are attached in Attachment "B". 
                   
                 
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                    C. Trainmen
                    will be treated for vacation, entry rates and payment of
                    arbitraries as though all their time on their original
                    railroad had been performed on the merged railroad. Trainmen
                    assigned to the Hub on the effective date of this
                    Implementing Agreement (including those engaged in trainmen
                    training on such date) shall have entry rate provisions
                    waived. Trainmen hired after the effective date of the
                    Agreement shall be subject to National Agreement rate
                    progression provisions. 
                   
                  
                    D. Former
                    SSW trainmen who are covered by this Implementing Agreement
                    and who were formerly covered by an SSW Vacation Agreement
                    shall be entitled to obtain the benefits of said SSW
                    Vacation Agreement for the balance of the calendar year
                    1998, and for the calendar year 1999 if otherwise earned in
                    1998. Thereafter, vacation benefits shall be set forth by
                    the UP-UTU Eastern District Agreement on the merged
                    territory. 
                   
                  
                    E. A
                    two-hour (2*) call time for trainmen will apply in the
                    entire territory comprehending the Salina Hub. 
                   
                  
                    F. Trainmen
                    under this Hub Agreement operating into Kansas City will be
                    paid actual miles to the various yards within the Kansas
                    City Terminal to which they operate their road trains. Any
                    previously recognized arrival/departure point at Kansas City
                    (e.g., M.P. 5.18 for former UP Eastern District trainmen)
                    shall have no further force and effect, and the literal
                    industry application of the national agreement rules shall
                    apply throughout the Hub. 
                   
                  
                    G. Except
                    where specific terminal limits have been detailed in this
                    Agreement, it is not intended to change existing terminal
                    limits under applicable agreements. 
                   
                  
                    H. Actual
                    miles will be paid for runs in the Salina Hub. Examples are
                    illustrated in Attachment "C". 
                   
                 
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                    ARTICLE V • FAMILIARIZATION 
                   
                  
                    GALABORVOPS\WPCMERGR\SAUNHUB.UTU(12)
                    -12- Rev. 10/30/98 
                   
                 
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                    A. Trainmen
                    will not be required to lose time or "ride the
                    road" on their own time in order to qualify for the new
                    operations. Trainmen will be provided with a sufficient
                    number of familiarization trips in order to become familiar
                    with the new territory. Issues concerning individual
                    qualifications shall be handled with local operating
                    officers. The parties recognize that different terrain and
                    train tonnage impact the number of trips necessary, and the
                    operating officer assigned to the merger will work with the
                    local managers and Local Chairmen in implementing this
                    Section. Issues concerning individual qualifications shall
                    be handled with the local Operating Officer and Local
                    Chairman. If not resolved at the local level, then the
                    matter shall be referred to the General Chairman and Labor
                    Relations for further handling. 
                   
                 
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                    ARTICLE VI - IMPLEMENTATION 
                   
                  
                    A. The
                    Carrier will give at least thirty (30) days' written notice
                    of its intent to 
                    implement this Agreement. 
                   
                  
                    B. 1.
                    Concurrent with the service of its notice, the Carrier will
                    post a 
                    description of Zones 1 and 2 described in Article I herein. 
                   
                 
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                    2. Ten (10)
                    days after posting of the information described in B.1
                    Jabove, the appropriate Labor Relations Personnel, CMS
                    Personnel, General Chairmen and Local Chairmen will convene
                    a workshop to implement assembly of the merged seniority
                    rosters. At this workshop, the representatives of the
                    Organization will participate with the Carrier in
                    constructing consolidated seniority rosters as set forth in
                    Article II of this Implementing Agreement. ^ 
                   
                  
                    3. Dependent
                    upon the Carrier's manpower needs, the Carrier may develop a
                    pool of representatives of the Organization, with the
                    concurrence of the General Chairmen, which, in addition to
                    assisting in the preparation of the rosters, will assist in
                    answering trainmen's questions, including explanations of
                    the seniority consolidation and implementing agreement
                    issues, discussing merger integration issues with local
                    Carrier officers and coordinating with respect to CMS issues
                    relating to the transfer of trainmen from one zone to
                    another or the assignment of trainmen to positions. 
                   
                  
                    C. The
                    roster consolidation process shall be completed in five (5)
                    days, after which the finalized agreed-to rosters will be
                    posted for information and protest in accordance with the
                    applicable agreements. 
                   
                  
                    D. Once
                    rosters have been posted, those positions which have been
                    created or consolidated will be bulletined for a period of
                    seven (7) calendar days. Trainmen may bid on these
                    bulletined assignments in accordance with 
                   
                 
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                    GALAS' OPS\WPCMERGR\SALMHUB.UTU(13) -13-
                    R6V. 10/30/98 
                   
                 
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                    applicable
                    agreement rules. However, no later than ten (10) days after 
                    closing of the bulletins, assignments will be made. 
                   
                  
                    E. 1. After
                    all assignments are made, trainmen assigned to positions
                    which require them to relocate will be given the opportunity
                    to relocate within the next thirty (30) day period. During
                    this period, the affected trainmen may be allowed to
                    continue to occupy their existing positions. If required to
                    assume duties at the new location immediately upon
                    implementation date and prior to having received their
                    thirty (30) days to relocate, such trainmen will be paid
                    normal and necessary expenses at the new location until
                    relocated. Payment of expenses will not exceed thirty (30)
                    calendar days. 
                   
                  
                    2. The
                    Carrier may, at its option, elect to phase-in the actual
                    pool 
                    consolidations which are necessary in the implementation of
                    this 
                    Agreement. Trainmen will be given ten (10) days' notice of
                    when their 
                    S> specific relocation/reassignment is to occur. 
                   
                  
                    v 
                   
                  
                    ARTICLE VII • PROTECTIVE
                    BENEFITS AND OBLIGATIONS 
                   
                  
                    t '- •; 
                   
                  
                    A. All
                    trainmen and firemen who are listed on the Zones 2 and 3
                    prior rights Salina Hub merged rosters shall be considered
                    adversely affected by this transaction and consolidation and
                    will be subject to the New York Dock protective
                    conditions which were imposed by the STB. It is understood
                    there shall not be any duplication or compounding of
                    benefits under this Agreement and/or any other agreement or
                    protective arrangement. 
                   
                  
                    1. Carrier
                    will calculate and furnish TPA's for such employees to the
                    Organization as soon as possible after implementation of the
                    terms of this Agreement. The time frame used for calculating
                    the TPA's in accordance with New York Dock will be
                    the twelve (12) month period immediately preceding date of
                    implementation. 
                   
                  
                    2. in
                    consideration of blanket certification of all employees
                    covered by this Agreement for wage protection, the
                    provisions of New York Dock protective conditions
                    relating to "average monthly time paid for" are
                    waived under this Implementing Agreement. 
                   
                  
                    3. Test
                    period averages for designated union officers will be
                    adjusted to reflect lost earnings while conducting business
                    with the Carrier. 
                   
                  
                    4. National
                    Termination of Seniority provisions shall not be applicable
                    to trainmen hired prior to the effective date of this
                    Agreement. 
                   
                  
                    B. Trainmen
                    required to relocate under this Agreement will be governed
                    by the relocation provisions of New York Dock. In
                    lieu of New York Dock 
                   
                  
                    G:LABOR\OPS\WPCMERGR\SALINHUB.UTU(14)
                    -14-  Rev. 10/30/98 
                   
                 
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                    provisions,
                    an employee required to relocate may elect one of the
                    following 
                    options: 
                   
                  
                    1.
                    Non-homeowners may elect to receive an "in lieu
                    of" allowance in the amount of $10,000 upon providing
                    proof of actual relocation. 
                   
                  
                    2.
                    Homeowners may elect to receive an "in lieu of"
                    allowance in the amount of $20,000 upon providing proof of
                    actual relocation. 
                   
                 
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                    3.
                    Homeowners in Item 2 above who provide proof of a bona fide
                    sale of their home at fair value at the location from which
                    relocated shall be eligible to receive an additional
                    allowance of $10,000. 
                   
                  
                    a) This
                    option shall expire within five (5) / 
                   
                  
                    years
                    from/date of application for the / 
                   
                  
                    allowance
                    under Item 2 above. / 
                   
                  
                    b) Proof of
                    sale must be in the form of sale documents, deeds, and
                    filings of these documents with the appropriate agency. 
                   
                  
                    NOTE: All
                    requests for relocation allowances must be submitted on the
                    prescribed form. 
                   
                  
                    4. With the
                    exception of Item 3 above, no claim for an "in lieu of
                    relocation allowance will be accepted after two (2) years
                    from date of implementation of this Agreement. 
                   
                  
                    5. Under no
                    circumstances shall an employee be permitted to receive more
                    than one (1) "in lieu of relocation allowance under
                    this Implementing Agreement. 
                   
                  
                    6. Trainmen
                    receiving an "in lieu of relocation allowance pursuant
                    to this Implementing Agreement will be required to remain at
                    the new location, seniority permitting, for a period of two
                    (2) years. 
                   
                 
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                    ARTICLE VIII - CREW CONSIST 
                   
                 
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                    QALABOROPSVWPCMERQRVSALMHUB.UTUdS) -15-
                    Rev. 10/30/98 
                   
                 
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                    A. Upon
                    implementation of this Agreement all crew consist
                    productivity credits that cover employees in the Salina Hub
                    shall be frozen pending payment of the shares to the
                    employees both inside the Hub and outside the Hub. A new
                    productivity fund shall be created on implementation day
                    that will cover those employees in the Salina Hub. The funds
                    that cover employees outside the Hub shall continue for
                    employees who remain outside the Hub. 
                   
                  
                    B. Payments
                    into the new productivity fund shall be made in compliance
                    with the UPED Crew Consist Agreement. Those employees who
                    would have participated in the shares of productivity funds
                    prior to the merger had they been initially hired on the
                    UPED shall be eligible to participate in the distribution of
                    the new fund. 
                   
                  
                    C. Employees
                    who would have been covered under the UPED special allowance
                    provisions had they been hired originally on the UPED shall
                    be entitled to a special allowance under those provisions. 
                   
                  
                    D. Article
                    V.F. of the June 27, 1997 Salina Hub Merger Implementing
                    Agreement shall be extended to the additional employees
                    establishing seniority in the expanded Salina Hub under this
                    Agreement, i.e., any employee with a seniority date prior to
                    April 21,1997, shall be eligible to hold a reserve board
                    position, seniority permitting, as outlined therein. 
                   
                 
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                    ARTICLE IX • FIREMEN 
                   
                  
                    A. This
                    Agreement covers firemen. Pre-October 31,1985 firemen will
                    only have the right to exercise their fireman's seniority if
                    unable to work an engineer's assignment within the Salina
                    Hub. If unable to hold such a position, a Pre-October 31,
                    1985 fireman would be permitted to exercise their fireman's
                    seniority in accordance with the provisions contained in the
                    current UP Firemen Agreement. 
                   
                  
                    B. Post
                    October 31,1985 firemen shall continue to be restricted to
                    mandatory fireman assignments and if unable to work an
                    engineer's assignment within the Salina Hub, they will be
                    required to exercise their train service seniority. 
                   
                  
                    C. The
                    seniority rosters for firemen will be a straight seniority
                    dovetail roster maintaining existing prior rights. 
                   
                  
                    D. It is the
                    Carrier's intent to execute a standby agreement with the
                    Organization which represents firemen on the former SSW.
                    Upon execution of that Agreement, said firemen on the former
                    SSW will be fully covered by this Implementing Agreement as
                    though the Organization representing them had been signatory
                    hereto. 
                   
                 
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                    GALABORVDPS\WPCMERGR\SAUNHUB.UTU(16)
                    -16- Rev. 10/30/98 
                   
                 
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                    ARTICLE X • HEALTH AND WELFARE 
                   
                  
                    Employees of
                    the former UP who are working under the collective
                    bargaining agreement designated in Article IV.A. of this
                    Implementing Agreement belong to the Union Pacific Hospital
                    Association. Former SSW employees are presently covered
                    under United Health Care (former Travelers GA-23000)
                    benefits. Said former SSW employees will have ninety (90)
                    days from date of implementation to make an election as to
                    keeping their old Health and Welfare coverage or coming
                    under the health and welfare coverage provided by the
                    designated CBA. Any employee who fails to exercise said
                    option shall be considered as having elected to retain
                    existing coverage. Employees hired after the date of
                    implementation will be covered under the plan provided for
                    in the surviving CBA. Copy of the form to be used to
                    exercise the option described above is attached as
                    Attachment "D" to this Agreement. 
                   
                 
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                    ARTICLE XI - SAVINGS CLAUSES 
                   
                 
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                    The
                    provisions of the applicable Schedule Agreement will apply
                    unless specifically modified herein. 
                   
                  
                    Nothing in
                    this Agreement will preclude the use of any trainmen to
                    perform work permitted by other applicable agreements within
                    the new seniority districts described herein, i.e., yardmen
                    performing Hours of Service Law relief within the road/yard
                    zone, ID trainmen performing service and deadheads between
                    terminals, road switchers handling trains within their
                    zones, etc. 
                   
                  
                    The
                    provisions of this Agreement shall be applied to all
                    employees covered by said Agreement without regard to race,
                    creed, color, age, sex, national origin, or physical
                    handicap, except in those cases where a bona fide
                    occupational qualification exists. The masculine terminology
                    herein is for the purpose of convenience only and does not
                    intend to convey sex preference. 
                   
                 
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                    ARTICLE XII - EFFECTIVE DATE 
                   
                  
                    This
                    Agreement implements the merger of the Union Pacific and
                    Southern Pacific 
                    railroad operations in the area covered by Notice dated
                    January 30,1998. 
                   
                 
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                    FOR THE
                    UNITED 
                    TRANSPORTATION UNION: 
                   
                 
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                    R. D. Hogan,
                    Jr. 
                    General Chairman, UTU 
                   
                 
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                    M. A.
                    Hartman 
                   
                  
                    General
                    Director-Labor Relations 
                   
                  
                    Union
                    Pacific Railroad Co. 
                   
                 
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                    G:\LABOmOPS\WPCMERGR\SAUNHUB.UTU(17) 
                   
                 
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                    D. L Holhs 
                   
                  
                    General Chairman, UTU 
                   
                 
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                    •J. M.
                    Raaz 
                   
                  
                    Asst.
                    VP-Labor Relations 
                   
                  
                    Union
                    Pacific Railroad Co. 
                   
                 
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                    A. Martin III 
                   
                  
                    General Chairman, UTU 
                   
                  
                    APPROVED: 
                   
                 
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                    M. B. Futhey,
                    Jr. 
                    Vice President, UTU 
                   
                 
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                    P. C.
                    Thompson 
                    Vice President, UTU 
                   
                 
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                    MR R D HOGAN
                    MR A MARTIN III 
                   
                  
                    GENERAL
                    CHAIRMAN UTU GENERAL CHAIRMAN UTU 
                   
                  
                    1721
                    ELFINDALE DR #309 2933 SW WOODSIDE DR #F 
                   
                  
                    SPRINGFIELD
                    MO 65807 TOPEKA KS 66614-4181 
                   
                  
                    MR DON L
                    HOLLIS 
                    ASSOC. GEN CHAIRMAN UTU 
                    P O BOX 580 
                    LINDALE TX 75771 
                   
                  
                    Gentlemen: 
                   
                  
                    This refers to
                    the Merger Implementing Agreement entered into this date
                    between the Union Pacific Railroad Company, Southern Pacific
                    Lines and the United Transportation Union. 
                   
                  
                    During our
                    negotiations we discussed Agreement provisions involving
                    life insurance and disability insurance between Southern
                    Pacific Lines and your Organization as follows: 
                   
                  
                    UTU -
                    C&T: Articles 4 and 6 of the Agreement dated May 1,1996 
                    UTU - S: Articles 2 and 8 of the Agreement dated May 21,1996 
                   
                  
                    It was your
                    position that coverages provided by the former agreement
                    should be preserved for the former SSW employees covered by
                    this implementing Agreement. 
                   
                  
                    This will
                    confirm that Carrier agreed that these insurance premiums
                    would be maintained at current levels and would be grand
                    fathered to those former SSW employees who are covered by
                    this Implementing Agreement and who are presently covered
                    under 
                   
                 
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                    GALABORVOPS\WPCMERGR\SALINHUB.im)(18) 
                   
                 
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                    QUESTIONS AND ANSWERS - SALINA HUB 
                   
                 
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                    ARTICLE I • WORK AND ROAD POOL
                    CONSOLIDATION 
                   
                  
                    Q.1. What is
                    the impact of joint terminal operations, such as Herington,
                    for example, being "consolidated into a single
                    operation"? 
                   
                  
                    A.1. In a
                    consolidated terminal, all UP and SSW road crews can
                    receive/leave their trains at any location within the
                    boundaries of the new Herington Terminal and may perform
                    work anywhere within those boundaries pursuant to the
                    applicable collective bargaining agreement. The Carrier will
                    designate the on/off duty points for road crews. All UP and
                    SSW rail lines, yards, and/or sidings within the Kansas City
                    Terminal are considered as common to all crews working in,
                    into and out of Kansas City and all UP and SSW road crews
                    may perform all permissible road/yard moves pursuant to the
                    applicable collective bargaining agreements. It is not the
                    intent of this agreement to modify or supersede the
                    application of existing road/yard rules contained in the
                    National Agreements. 
                   
                  
                    Q.2. How is
                    a crew, which received their train twenty-five (25) miles on
                    the far side of the terminal as contemplated by Article I
                    compensated? 
                   
                  
                    A.2. When so
                    used, the crew shall be paid an additional one-half (1/2)
                    basic day for this service in addition to the district miles
                    of the run. If the time spent beyond the terminal is greater
                    than four (4) hours, they shall be paid on a minute basis at
                    the basic pro rata through freight rate. Miles within the
                    zone are not added to the district miles of the run. Time
                    spent within the zone does not factor into the computation
                    of overtime; however, if the time spent within the zone
                    produces road overtime earnings in excess of the minimum
                    four (4) hour payment the higher overtime earnings would
                    apply. 
                   
                  
                    Q.3. If a
                    crew in the twenty-five (25) mile zone is delayed in
                    bringing the train into the origin terminal so that it does
                    not have time to go to the destination terminal, what will
                    happen to the crew? 
                   
                  
                    A.3. If the
                    crew has operated back through the origin terminal, they
                    will be transported to the destination terminal, unless
                    emergency conditions prevent such, and be paid district
                    miles and a minimum of four (4) hours at the pro rata rate. 
                   
                  
                    Q.4. In
                    regards to Question 3 above. What happens if a crew in the
                    twenty-five (25) mile zone is delayed and does not depart
                    the origin terminal a second time? 
                   
                  
                    A.4. If the
                    origin terminal is the home terminal, the crew will be
                    released at the origin terminal, paid a basic day, and a
                    minimum of four (4) hours at the pro rata rate. If the
                    origin terminal is the away terminal, the crew will be paid
                    under the twenty-five mile provisions for the work in the
                    zone and deadheaded in combination deadhead/service to the
                    destination terminal. 
                   
                 
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                    Q.5. In
                    regards to Question 2 above, what happens if a crew in the
                    twenty-five (25) mile 
                    zone is delayed and spends more than eight (8) hours in the
                    zone before returning 
                   
                  
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                    to the
                    origin terminal? Is the answer to Question 2 above intended
                    to deny payment of overtime for time spent in excess of
                    eight (8) hours in the twenty-five (25) mile zone? 
                   
                  
                    A.5. No, if
                    a crew spends more than eight (8) hours in the twenty-five
                    (25) mile zone, overtime would apply for all such time in
                    excess of eight (8) hours in the zone. 
                   
                  
                    Q.6. Is it
                    the intent of this agreement to use trainmen beyond the
                    25-mile zone? 
                    A.6. No. 
                   
                  
                    Q.7. May the
                    twenty-five (25) mile zone be used for inbound road crews to
                    operate up 
                   
                  
                    to 25 miles
                    past their destination terminal? 
                    A.7. No, The 25-mile zone provisions apply to outbound crews
                    at their origin terminal 
                   
                  
                    only, and
                    under no circumstances do such provisions apply to an
                    arriving crew at 
                   
                  
                    their destination terminal. 
                   
                  
                    Q.8. What is intended by the words
                    "at the basic pro rata through freight rate" as
                    used 
                   
                  
                    in Article
                    I? 
                    A.8. Payment would be at the high (unfrozen) through freight
                    rate of pay which is 
                   
                  
                    applicable to the service portion to the
                    trip. 
                   
                  
                    Q.9. How
                    will initial terminal delay be determined when performing
                    service as outlined above? 
                   
                  
                    A.9. Initial
                    terminal delay for trainmen entitled to such payments will
                    be governed by the applicable collective bargaining
                    agreement and will not commence when a crew operates back
                    through the on-duty point. Operation back through the
                    on-duty point shall be considered as operating through an
                    intermediate point. 
                   
                  
                    Q. 10. At
                    locations common to other hubs, such as Wichita and
                    Winfield, etc., is it understood that the right of a crew to
                    reach out 25 miles beyond the terminal to provide Hours of
                    Service relief under the 25-mile zone provisions of this
                    Agreement are dependent upon reciprocal 25-mile zone
                    agreements in those hubs? 
                   
                  
                    A.10. Yes. 
                   
                  
                    Q.11. When a
                    crew is used for hours of service relief at the
                    away-from-home terminal pursuant to this Agreement may they
                    be used to provide relief for more than one train? 
                   
                  
                    A.11. No,
                    when the crew returns to the away-from-home terminal after
                    performing hours of service relief (on only one train) they
                    will stand first out upon arrival subject to rest and they
                    shall next be either deadheaded or perform actual service to
                    the home terminal. 
                   
                 
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                    G:\LABORVOPS\WPCMERGR\SAUNHUB.UTU<47)
                    -47- Rev. 10/30/98 
                   
                 
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                    ARTICLE II - SENIORITY CONSOLIDATIONS 
                   
                  
                    Q.1. How
                    shall the seniority of employees on an inactive roster
                    pursuant to previous UP merger agreements be handled? 
                   
                  
                    A.1. They
                    will not be canvassed at time of roster formulation, and the
                    inactive roster shall continue to be maintained. In the
                    event they return to active service in the future, they
                    shall at that time be afforded a seniority slot on the
                    active roster to which they are attached. If their former
                    roster was split between hubs or prior rights zones, they
                    will at time of return be required to make an election of
                    seniority rights placement. 
                   
                  
                    Q.2. What
                    "existing agreement provisions" govern in this hub
                    with regard to forcing prior rights trainmen outside their
                    prior rights territory? 
                   
                  
                    A.2. The
                    parties have agreed to use the date of June 27,1997, the
                    date of the previous Salina Hub Agreement, as the governing
                    date. In other words, employees with a seniority date on or
                    before June 27,1997, may not be forced to protect service
                    outside the territory comprehending their prior rights zone
                    under this Agreement. This application shall have no effect
                    upon or may not be cited concerning the application of the
                    UPED collective bargaining agreement elsewhere on Carrier's
                    system. 
                   
                  
                    ARTICLE III - EXTRA BOARDS 
                   
                  
                    Q. 1. Will
                    extra boards established under this section be confined to
                    protecting extra work exclusively within the zone in which
                    established? 
                   
                  
                    A.1. Except
                    where specifically provided, all extra boards will only
                    protect extra work within one zone. After implementation,
                    should the Carrier desire to establish extra boards which
                    protect extra work in more than one zone, this will be done
                    pursuant to the existing collective bargaining agreement,
                    and the parties must reach agreement as to how trainmen from
                    the zones involved will be allowed to exercise seniority to
                    such extra board(s). Failure to reach such agreement, common
                    seniority will be used. 
                   
                  
                    Q.2. Are these guaranteed extra boards? 
                   
                  
                    A.2. The provisions of the designated
                    collective bargaining agreement shall apply. 
                   
                  
                    ARTICLE IV - APPLICABLE AGREEMENTS 
                   
                  
                    Q.1. When
                    the Merger Implementing Agreement becomes effective what
                    happens to existing claims previously submitted under the
                    prior agreements? 
                   
                  
                    A.1. The
                    existing claims shall continue to be handled in accordance
                    with the former agreements and the Railway Labor Act. No new
                    claims shall be filed under those former agreements once the
                    time limit for filing claims has expired. 
                   
                  
                    Q.2. Will a trainman gain or lose
                    vacation benefits as a result of the merger? 
                   
                  
                    G:\LABORVOPS\WPCMERGR\SAUNHUB.UTU{48)
                    -48- Rev. 10/30/98 
                   
                 
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                    A.2. SSW
                    trainmen will retain the number of weeks vacation earned
                    from the 1998 and 1999 that they would have earned under
                    their previous vacation agreement. The pay for such vacation
                    shall be pursuant to the 'designated CBA. Beginning with the
                    2000 calendar year they will be treated as if they had
                    always been a UP trainman and will earn identical vacation
                    benefits as a UP trainman who had the same hire date and
                    same work schedule. 
                   
                  
                    Q.3. When
                    the .agreement is implemented, which vacation agreement will
                    apply? 
                    A.3. The vacation agreements used Jo schedule vacations for
                    1998 will be used for the 
                    remainder of 1998 and in 1999. 
                   
                  
                    Q.4. Will
                    personal leave be applicable to SSW trainmen in 1998? 
                   
                  
                    A.4.
                    Personal leave days for SSW trainmen will apply effective
                    January 1, 1999. The 
                   
                  
                    number of
                    personal leave days applicable to SSW trainmen in 1998 will
                    be prorated 
                   
                  
                    based upon
                    actual implementation date. 
                   
                  
                    ARTICLE
                    VII - PROTECTIVE BENEFITS AND OBLIGATIONS 
                    Section A: 
                   
                  
                    Q.I. How
                    will test period earnings be calculated for employees
                    returning to service 
                   
                  
                    following
                    extended absence (a period of one year or more)? 
                    A.1. Their test period earnings will be the average of the
                    test period earnings of the two 
                   
                  
                    (2)
                    employees next junior and two (2) employees next senior to
                    such individual 
                   
                  
                    returning to
                    service, in the same class of service. 
                   
                  
                    Q.2. How
                    does the Carrier calculate test period earnings if, during
                    the last twelve (12) months, an employee has missed two (2)
                    months compensated service? 
                   
                  
                    A.2. The
                    Carrier will go back fourteen (14) months (or however many
                    months necessary) to calculate the test period earnings
                    based on twelve (12) months compensated service. 
                   
                  
                    Q.3. How
                    will an employee be advised of his test period earnings? 
                    A.3. Test periods will be furnished to each individual and
                    their appropriate General 
                    Chairman. 
                   
                  
                    Q.4. An
                    employee is off one or more days of a month in the test
                    period account of an on- 
                    duty personal injury. Will that month be used in computing
                    test period averages? 
                    A.4. Yes, if the employee performed other compensated
                    service during the month. 
                   
                  
                    Q.5. Is
                    vacation pay received during the test period considered as
                    compensation? 
                    A.5. Yes. 
                   
                  
                    Q.6. How is length of service
                    calculated? 
                   
                  
                    A.6. It is
                    the length of continuous service an employee has in the
                    service of the Carrier, as defined in the Washington Job
                    Protection Agreement of 1936. 
                   
                  
                    Q.7. If an
                    employee has three years of engine service and three years
                    of train service, 
                   
                  
                    how many
                    years of protection will they have? 
                    A.7. Six. 
                   
                  
                    Q:\LABORVOf>S\WPCMERGR\SALINHUB.UTU(48)
                    -49- ROV. 10/30/98 
                   
                 
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                    Q.8. How
                    will employees know which jobs are higher rated? 
                   
                  
                    A.8. The
                    Carrier will periodically post job groupings identifying the
                    highest to lowest paid jobs. 
                   
                  
                    Q.9. Will specific jobs be identified in
                    each grouping? 
                   
                  
                    A.9. Pools,
                    locals and extra boards, with different monetary guarantees,
                    may be identified separately but yard jobs and road
                    switchers will not be. 
                   
                  
                    Q.10. What
                    rights does an employee have if he is already covered under
                    labor protection provisions resulting from another
                    transaction? 
                   
                  
                    A.10.
                    Section 3 of New York Dock permits employees to elect
                    which labor protection they wish to be protected under. By
                    agreement between the parties, if an employee has three
                    years remaining due to the previous implementation of I
                    nterdivisional Service the employee may elect to remain
                    under that protection for three years and then switch to the
                    number of years remaining under New York Dock. If an
                    employee elects New York Dock then he/she cannot
                    later go back to the original protection even if additional
                    years remain. It is important to remember that an employee
                    may not receive duplicate benefits, extend their protection
                    period or count protection payments under another protection
                    provision toward their test period average for this
                    transaction. 
                   
                  
                    Q.11. Will the Carrier offer separation
                    allowances? 
                   
                  
                    A. 11. The
                    Carrier will review its manpower needs at each location and
                    may offer separation allowances if the Carrier determines
                    that they will assist in the merger implementations. Article
                    I Section 7 of New York Dock permits an employee that
                    is "dismissed" as defined bv New York Dock to
                    request a separation allowance within seven days of his/her
                    being placed in dismissed status in lieu of all other
                    benefits. 
                   
                  
                    Q. 12. Does
                    an employee who elects to exercise his seniority outside the
                    Salina Hub and not participate in the formulation of rosters
                    for the new Salina Hub qualify for wage protection? 
                   
                  
                    A.12. The
                    certification agreed to under Article VII applies only to
                    those employees who are slotted on the newly formed Salina
                    Hub rosters. 
                   
                  
                    Section B: 
                   
                  
                    Q.1. Who is
                    required to relocate and is thus eligible for the allowance? 
                   
                  
                    A.1. A
                    trainman who can no longer hold a position at his location
                    and must relocate to 
                   
                  
                    hold a
                    position as a result of the merger. This excludes trainmen
                    who are borrow 
                   
                  
                    cuts or
                    forced to a location and released. 
                   
                  
                    Q.2. Are
                    there mileage components that govern the eligibility for an
                    allowance? 
                   
                  
                    A.2. Yes,
                    the employee must have a reporting point farther than his
                    old reporting point 
                   
                  
                    and at least
                    30 miles between the current home and the new reporting
                    point and at 
                   
                  
                    least 30
                    miles between reporting points. 
                   
                  
                    Q.3. Can you give some examples? 
                   
                  
                    A.3. The following examples would be
                    applicable. 
                   
                 
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                    G:\LABOR\OPS\WPCMERGR\SAUNHUB.UTU(50) -50-
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                    Q.8. How
                    will employees know which jobs are higher rated? 
                   
                  
                    A.8. The
                    Carrier will periodically post job groupings identifying the
                    highest to lowest paid jobs. 
                   
                  
                    Q.9. Will specific jobs be identified in
                    each grouping? 
                   
                  
                    A.9. Pools,
                    locals and extra boards, with different monetary guarantees,
                    may be identified separately but yard jobs and road
                    switchers will not be. 
                   
                  
                    Q.10. What
                    rights does an employee have if he is already covered under
                    labor protection provisions resulting from another
                    transaction? 
                   
                  
                    A.10.
                    Section 3 of New York Dock permits employees to elect
                    which labor protection they wish to be protected under. By
                    agreement between the parties, if an employee has three
                    years remaining due to the previous implementation of
                    Interdivisional Service the employee may elect to remain
                    under that protection for three years and then switch to the
                    number of years remaining under New York Dock. If an
                    employee elects New York Dock then he/she cannot
                    later go back to the original protection even if additional
                    years remain. It is important to remember that an employee
                    may not receive duplicate benefits, extend their protection
                    period or count protection payments under another protection
                    provision toward their test period average for this
                    transaction. 
                   
                  
                    Q.11. Will the Carrier offer separation
                    allowances? 
                   
                  
                    A. 11. The
                    Carrier will review its manpower needs at each location and
                    may offer separation allowances if the Carrier determines
                    that they will assist in the merger implementations. Article
                    I Section 7 of New York Dock permits an employee that
                    is "dismissed" as defined by New York Dock
                    to request a separation allowance within seven days of
                    his/her being placed in dismissed status in lieu of all
                    other benefits. 
                   
                  
                    Q. 12. Does
                    an employee who elects to exercise his seniority outside the
                    Salina Hub and not participate in the formulation of rosters
                    for the new Saiina Hub qualify for wage protection? 
                   
                  
                    A.12. The
                    certification agreed to under Article VII applies only to
                    those employees who are slotted on the newly formed Salina
                    Hub rosters. 
                   
                  
                    Section B: 
                   
                  
                    Q.1. Who is
                    required to relocate and is thus eligible for the allowance? 
                   
                  
                    A.1. A
                    trainman who can no longer hold a position at his location
                    and must relocate to 
                   
                  
                    hold a
                    position as a result of the merger. This excludes trainmen
                    who are borrow 
                   
                  
                    outs or
                    forced to a location and released. 
                   
                  
                    Q.2. Are
                    there mileage components that govern the eligibility for an
                    allowance? 
                   
                  
                    A.2. Yes,
                    the employee must have a reporting point farther than his
                    old reporting point 
                   
                  
                    and at least
                    30 miles between the current home and the new reporting
                    point and at 
                   
                  
                    least 30
                    miles between reporting points. 
                   
                  
                    Q.3. Can you give some examples? 
                   
                  
                    A.3. The following examples would be
                    applicable. 
                   
                 
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                    Example 1:
                    Trainman A lives 80 miles east of Wichita and works a yard
                    assignment at Hutchinson. As a result of the merger he is
                    assigned to a yard job at Wichita. Because his new reporting
                    point is closer to his place of residence no relocation
                    allowance is given. 
                   
                 
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                    Example 2:
                    Trainman B lives 35 miles east of Herington and goes on duty
                    at the 
                    ... SP yard office in Herington. As a result of the merger
                    he goes on 
                    duty at the UP yard office in Herington which is one mile
                    away. No 
                    allowance is given. 
                   
                  
                    Example 3:
                    Trainman C lives in Pratt and is unable to hold an
                    assignment at that location and must place on an assignment
                    at Herington. The employee meets the requirement for an
                    allowance and whether he is a homeowner, a homeowner who
                    sells their home or a non-homeowner determines the amount of
                    the allowance. 
                   
                  
                    Example 4:
                    Trainman D lives and works in yard service in Hutchinson,
                    and can hold an assignment in Hutchinson, after merger
                    implementation, but elects to place on a road
                    switcher/zone local at Herington. Because the employee can
                    hold in Hutchinson, no allowance is given. 
                   
                  
                    Q.4. Why are
                    there different dollar amounts for non-home owners and
                    homeowners? 
                   
                  
                    A.4. New
                    York Dock has two provisions covering relocating. One is
                    Article I Section 9 Moving expenses and the other is
                    Section 12 Losses from home removal. The $10,000 is
                    in lieu of New York Dock moving expenses and the
                    additional $10,000 or $20,000 is in lieu of loss on sale of
                    home. 
                   
                  
                    Q.5. Why is
                    there a set amount offered on loss on sale of home? 
                   
                  
                    A.5. It is
                    an in lieu of amount. Trainmen have an option of electing
                    the in lieu of amount or claiming New York Dock
                    benefits. Some people may not experience a loss on sale of
                    home or may not want to go through the procedures to claim
                    the loss under New York Dock. 
                   
                  
                    Q.6. What is
                    loss on sale of home for less than fair value? 
                   
                  
                    A.6. This
                    refers to the loss on the value of the home that results
                    from the Carrier implementing this merger transaction. In
                    many locations the impact of the merger may not affect the
                    value of a home and in some locations the merger may affect
                    the value of a home. 
                   
                  
                    Q.7. Can you
                    give an example? 
                   
                  
                    A.7. Prior
                    to the merger announcement a home was worth $60,000. Due to
                    numerous employees transferring from a small city the value
                    drops to $50,000. Upon approval of the sale by the Carrier
                    employee is entitled to $10,000 under Section 12 and the
                    expenses provided under Section 9, or the owner can claim
                    the in lieu of amount of $30,000. 
                   
                  
                    Q.8. If the parties cannot agree on the
                    loss of fair value what happens? 
                   
                 
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                    G:\LABORVOPS\WPCMERGR\SAUNHUB.UTU(51)
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                    A.8. New
                    York Dock Article I Section 12 (d) provides for a panel
                    of real estate appraisers to determine the value before the
                    merger announcement and the value after the merger
                    transaction. 
                   
                 
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                    Q.9. What
                    happens if an employee sells a home valued at $50,000 for
                    $20,000 to a family 
                   
                  
                    member?. 
                    A.9. That is not a bona fide sale and the employee would not
                    be entitled to either an in 
                   
                  
                    lieu of
                    payment or a New York Dock payment for the difference
                    below the fair value. 
                   
                  
                    Q. 10. What
                    is the most difficult part of New York Dock in the sale
                    transaction? 
                   
                  
                    A. 10.
                    Determining the value of the home before the merger
                    transaction. While this can be 
                   
                  
                    done through
                    the use of professional appraisers, many people think their
                    home is 
                   
                  
                    valued at a
                    different amount. 
                   
                  
                    ARTICLE VIII - CREW CONSIST 
                   
                  
                    Q.1. Under
                    Article VILA., will employee protection payments be offset
                    by productivity fund payments under Crew Consist? 
                   
                  
                    A.1. Yes.
                    Those SPCSL and SSW employees whose seniority date makes
                    them eligible to participate in the productivity fund under
                    the UP (MPUL) Crew Consist Agreement shall have their TPA's
                    reduced by an amount equivalent to the crew consist
                    allowances which were being received by them on a daily
                    basis under their pre-merger agreements. The parties will
                    meet to establish a simplified method for calculating this
                    offset. 
                   
                  
                    ATTACHMENT "B" 
                   
                  
                    Q.1. Why are
                    certain mileages, and especially different mileages for runs
                    to different yards in the consolidated terminal, not listed? 
                   
                  
                    A.1. This
                    Attachment is not all-inclusive and is only intended to give
                    illustrations of the most common runs. It does not take into
                    account or consider the appropriate "gap miles",
                    if any, which may apply within the terminal under national
                    agreement rules. 
                   
                 
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