APPENDIX D

Document "A"

IT IS HEREBY AGREED:

ARTICLE I - WAGES

Section 1 - First General Wage Increase (for other than Dining Car Stewards)

    (a) Effective on December 1, 1995, all standard basic daily rates of pay for employees represented by the United Transportation Union in effect on the preceding day shall be increased by three-and-one-half (3-1/2) percent.

    (b) In computing the increase for enginemen under paragraph (a) above, three-and-one-half (3-1/2) percent shall be applied to the standard basic daily rates of pay applicable in the following weight-on-drivers brackets, and the amounts so produced shall be added to each standard basic daily rate of pay:

Passenger - 600,000 and less than 650,000 pounds
Freight   - 950,000 and less than 1,000,000 pounds
                (through freight rates)

Yard Engineers - Less than 500,000 pounds
Yard Firemen   - Less than 500,000 pounds
(separate computation covering five- day rates and other than five-day rates)

Section 2 - Signing Bonus

    On the date of this Agreement, each employee will be paid a signing bonus of one (1) percent of the employee's compensation for 1994, including pay for miles run in excess of the number of miles comprising a basic day ("overmiles") but excluding pay elements not subject to general wage increases under Section 8 of this Article and lump sums.

Section 3 - First Lump Sum Payment

    On July 1, 1996, each employee will be paid a lump sum equal to the excess of (i) three (3) percent of the employee's compensation for 1995, including pay for overmiles but excluding pay elements not subject to general wage increases under Section 8 of this Article and lump sums, over (ii) the lesser of (x) one-half of the amount described in clause (i) above and (y) two times one-quarter of the amount, if any, by which the carriers' payment rate for 1996 for foreign-to-occupation health benefits under The Railroad Employees National Health and Welfare Plan (Plan) exceeds such payment rate for 1995.

Section 4 - Second General Wage Increase (for other than Dining Car Stewards)

    Effective July 1, 1997, all standard basic daily rates of pay in effect on June 30, 1997 for employees represented by the United Transportation Union shall be increased by three-and-one-half (3-1/2) percent, computed and applied in the same manner prescribed in Section 1 above.

Section 5 - Second Lump Sun Payment

    On July 1, 1998, each employee will be paid a lump sum equal to the excess of (i) three-and-one-half (3-1/2) percent of the employee's compensation for 1997, including pay for overmiles but excluding pay elements not subject to general wage increases under Section 8 of this Article and lump sums, over (ii) the lesser of (x) one-half of the amount described in clause (i) above and (y) one-and-one-half times one-quarter of the amount, if any, by which the carriers' payment rate for 1998 for foreign-to-occupation health benefits under the Plan exceeds such payment rate for 1995.

Section 6 - Third General Wage Increase (for other than Dining Car Stewards)

        Effective July 1, 1999, all standard basic daily rates of pay in effect on June 30, 1999 for employees represented by the United Transportation Union shall be increased by three-and-one-half (3-1/2) percent, computed and applied in the same manner prescribed in Section 1 above.

Section 7 - Standard Rates

    The standard basic daily rates of pay produced by application of the increases provided for in this Article are set forth in Appendix 1, which is a part of this Agreement.

Section 8 - Application of Wage Increases

    (a) The adjustments provided for in this Article (i) will apply to mileage rates of pay for overmiles, and (ii) will not apply to duplicate time payments, including arbitraries and special allowances that are expressed in time, miles or fixed amounts of money.

    (b) In engine service and in train and yard ground service, miscellaneous rates based upon hourly or daily rates of pay, as provided in the schedules or wage agreements, shall be adjusted in the same manner as heretofore increased under previous wage agreements.

    (c) In determining new hourly rates, fractions of a cent will be disposed of by applying the next higher quarter of a cent.

    (d) Daily earnings minima shall be changed by the amount of the respective daily adjustments.

    (e) Standard monthly rates and money monthly guarantees applicable in passenger train service shall be thirty times the new standard daily rates. Other than standard monthly rates and money monthly guarantees shall be so adjusted that money differentials existing as of June 30, 1995 shall be preserved.

    (f) Existing monthly rates and money monthly guarantees applicable in train service other than passenger will be changed in the same proportion as the daily rate for the class of service involved is adjusted.

    (g) Existing money differentials above existing standard daily rates shall be maintained.

    (h) In local freight service, the same differential in excess of through freight rates shall be maintained.

    (i) The existing differential of $6.00 per basic day in passenger, freight, and yard service, and 6C per mile for miles in excess of the number of miles encompassed in the basic day, currently payable to engineers working without firemen, shall be maintained and applied in the same manner as the local freight differential.

    (j) In computing the first increase in rates of pay effective under Section 1 for engineers, firemen, conductors, brakemen and flagmen employed in local freight service, or on road switchers, roustabout runs, mine runs, or in other miscellaneous service, on runs of miles equal to or less than the number comprising a basic day, which are therefore paid on a daily basis without a mileage component, whose rates had been increased by "an additional $.40" effective July 1, 1968, the three-and-one-half (3-1/2) percent increase shall be applied to daily rates in effect on the day preceding the effective date of the general wage increase provided for in Section 1, exclusive of car scale additives, local freight differentials, and any. other money differential above existing standard daily rates. For firemen, the rates applicable in the weight-on-drivers bracket 950,000 and less than 1,000,000 pounds shall be utilized in computing the amount of increase. The same procedure shall be followed 'in computing the increases effective July 1, 1997 and July 1, 1999. The rates produced by application of the standard local freight differentials and the above-referred-to special increase of "an additional $.40" to standard basic through freight rates of pay are set forth in Appendix 1 which is a part of this Agreement.

(k) Other than standard rates:

        (i) Existing basic daily rates of pay other than standard shall be changed, effective as of the dates specified in Sections 1, 4, and 6 hereof, by the same respective percentages as set forth therein, computed and applied in the same manner as the standard rates were determined.

    (ii) The existing differential of $6.00 per basic day in passenger, freight, and yard service, and 6 cents per mile for miles in excess of the number of miles encompassed in the basic day, currently payable to engineers working without firemen, shall be maintained and applied in the same manner as the local freight differential.

    (iii) Daily rates of pay, other than standard, of engineers, firemen, conductors, brakemen and flagmen employed in local freight service, or on road switchers, roustabout runs, mine runs, or in other miscellaneous service, on runs of miles equal to or less than the number encompassed in the basic day, which are therefore paid on a daily basis without a mileage component, shall be increased as of the effective dates specified in Sections 1, 4, and 6 hereof, by the same respective percentages as set forth therein, computed and applied in the same manner as provided in paragraph (k) (i) above.

Section 9 - General Wage Increases for Dining Car Stewards

    (a) Effective on December 1, 1995, all basic monthly rates of pay in effect on June 30, 1995 for dining car stewards represented by the United Transportation Union on the preceding day shall be increased by three-and-one-half (3-1/2) percent.

    (b) Effective July 1, 1997, all basic monthly rates of pay in effect on June 30, 1997 for dining car stewards represented by the United Transportation Union shall be increased by three-and-one-half (3-1/2) percent.

    (c) Effective July 1, 1999, all basic monthly rates of pay in effect on June 30, 1999 for dining car stewards represented by the United Transportation Union shall be increased by three-and-one-half (3-1/2) percent.

Section 10 - Definitions

    The carriers' payment rate for any year for foreign-to-occupation health benefits under the Plan shall mean twelve (12) times the payment made by the carriers to the Plan per month (in such year) per employee who is fully covered for employee health benefits under the Plan. Carrier payments to the Plan for these purposes shall not include the amounts per such employee per month (in such year) taken from the Special Account, or from any other special account, fund or trust maintained in connection with the Plan, to pay or provide for current Plan benefits, or any amounts paid by remaining carriers to make up the unpaid contributions of terminating carriers pursuant to Article III, Part A, Section 1, of the UTU Implementing Document of November 1, 1991, Document A.

Section 11 - Eligibility for Receipt of Signing Bonus. Lump Sum Payments

    The signing bonus and lump sum payments provided for in this Article will be paid to each employee subject to this Agreement who has an employment relationship as of the date such payments are payable/ or has retired or died subsequent to the beginning of the applicable calendar year used to determine the amount of such payment. There shall be no duplication of the signing bonus or lump sum payments by virtue of employment under another agreement nor will such payments be used to offset, construct or increase guarantees in protective agreements or arrangements.

Section 12 - Calculation of Vacation Pay

    The signing bonus and lump sum payments provided for in Sections 2, 3 and 5 of this Article will be included in the earnings of an employee in the determination of vacation allowances due in the year subsequent to their payment.