ATTACHMENT
MERGER
IMPLEMENTING AGREEMENT
(Expanded Salina Hub)

between the
UNION PACIFIC RAILROAD COMPANY

          Southern Pacific Transportation Company
and the
UNITED TRANSPORTATION UNION

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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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

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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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
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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.

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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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,
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