NEW YORK DOCK UP

Side Letter No. 1

Mr. D. L. Hazlett General Chairperson, UTU 5990 SW 28^th Street, Suite F Topeka, KS 6614-2535

Dear Mr. Hazlett:

This refers to the parties' discussions regarding the New York Dock Merger Implementing Agreement for Zones 2 and 3.

One issue discussed by the parties focused on the filling on yard jobs once the UP Eastern District collective bargaining agreement governed the working conditions for Zone 3. In particular, there was a concern that the procedures for filling yard assignments at Pocatello and, if necessary, at Nampa would meet or satisfy the Carrier's and employees requirements at those locations. To address those concerns, the parties agreed to the following:

1. Prior to implementation of this Agreement, the parties will meet to develop procedures and provisions for filling positions and vacancies at Pocatello and, if necessary, Nampa.

2. If the parties are unable to reach an agreement on those procedures and provisions prior to the date this Agreement is to be implemented, the existing yard assignment procedures presently in effect at Pocatello and Nampa will be retained and used until such time as the parties reach an agreement. Zone 3 yard vacancies will be filled in accordance with applicable Eastern District Agreement provisions.

3. The parties commit to pursue in good faith an agreement providing for reasonable and feasible assignment and vacancy procedures for yard positions/vacancies. In conjunction therewith, the parties commit to have such arrangements completed by no later than one hundred twenty (120) days from the date this Agreement is implemented.

If the foregoing properly and accurately reflects the parties' understandings, please so indicate by affixing your signature in the space provided below.

Yours truly,

A. Terry ON AGREED:

Side Letter No. 2

Mr. D. L. Hazlett Mr. L. L Nelson

General Chairman, UTU Associate Chairman, UTU

5990 SW 28^th Street, Suite F P. O. Box 14849

Topeka, KS 66614-4181 Portland, OR 97293-0849

Gentlemen:

During our discussions, your organization raised several concerns regarding the working conditions for employees assigned in the territories covered by this Agreement, including concerns regarding fatigue and quality of life issues for trainmen working in unassigned through freight service or on extra boards. In connection with those concerns, Carrier committed to commence negotiations with your organization within one hundred twenty (120) days following implementation of this Agreement to explore and develop work/rest cycles for trainmen working in pool freight service or on extra boards. Nothing herein shall preclude the parties from initiating such negotiations prior to expiration of the 120-day period referenced above.

If the foregoing properly and accurately reflect the parties' understandings on this matter, please so indicate by affixing your respective signature in the space provided below.

Sincerely,

A. Terry OJj

AGREED:

L. L. Nelson

D. L. Has

Side Letter No. 3

Mr. D. L. Hazlett General Chairman, UTU 5990 SW 28^th Street, Suite F Topeka, KS 66614-4181

Dear Mr. Hazlett:

The parties recognize there are certain Idaho Agreement provisions that are local in nature and need to be retained. These agreements or rules are specific to a unique operation or location that would not be covered under an Eastern District Agreement rule. The parties agree to meet within the next sixty (60) days and review what former Idaho Agreement rules should be retained and incorporated as part of the Eastern District Agreement for application on Zone 3. Failure to agree on all rules shall not interfere with or delay implementation of this Agreement and will not bar the parties from further discussions on this matter.

Yours truly,

A. Terry Ol

AGREED:

Side Letter No. 4

Mr. D. L. Hazlett General Chairman, UTU 5990 SW 28^th Street, Suite F Topeka, KS 66614-4181

Dear Mr. Hazlett:

During our discussions regarding the Merger Implementing Agreement for Zones 2 and 3 of the Portland Hub, the parties discussed the need for, and the benefit of, a train service/engine service "ebb and flow" agreement for trainmen working in Zone 2 or 3.

In connection with those discussions, this letter will confirm the parties' mutual commitment to explore options and opportunities for development of an arrangement providing "ebb and flow" between train service and engine service for employees working in Zone 2 or 3. The parties recognize this effort will involve negotiations with the Brotherhood of Locomotive Engineers and thus commit to seeking an "ebb and flow" arrangement that will benefit all involved. Accordingly, the parties agree to commence such explorations and discussions with one hundred twenty (120) days following implementation of this Agreement.

Yours trul

A. Terry

AGREED:

D. L. Hazfett

Side Letter No. 5

Mr. D. L. Hazlett General Chairman, UTU 5990 SW 28^th Street, Suite F Topeka, KS 66614-4181

Dear Mr. Hazlett:

During our discussions regarding the Merger Implementing Agreement for Zones 2 and 3 of the Portland Hub.

Article II, Section B, Paragraph 3.a. provides that trainmen holding seniority on Zone 3 will be placed on the bottom of the applicable UP/UTU Salt Lake Hub Merger Rosters. This letter will confirm our understanding that the seniority date to be used in placing the Zone 3 trainmen on the bottom of applicable UP/UTU Salt Lake Hub Merged Rosters will be May 22, 2000.

If the foregoing accurately and properly reflects our understandings regarding this matter, please so indicate by affixing your signature in the space provided below.

Yours trul

A. Terry 0lin

AGREED:

Side Letter No. 6

Mr. D. L. Hazlett Mr. L. L. Nelson

General Chairperson, UTU General Chairperson, UTU

5990 SW 28^th Street, Suite F P. O. Box 14849

Topeka, KS 66614-4181 Portland, OR 97293-0849

Gentlemen:

During our negotiations regarding the Merger Implementing Agreement for Zones 2 and 3 of the Portland Hub the issue of representation in matters related to this agreement was raised. In concert therewith, this letter will confirm the parties' discussions and understandings regarding this matter.

The provisions of this Merger Implementing Agreement do not modify existing Northwestern District (Oregon Division) Agreement or UP Eastern District Agreement rules and/or practices regarding representation of employees covered by said Agreements. Likewise, the provisions of this Merger Implementing Agreement do not alter existing Northwestern District (Oregon Division) Agreement or UP Eastern District Agreement rules and/or practices governing the administration and interpretation of those Agreements, including this Merger Implementing Agreement and the handling of grievances/disputes arising in connection with those agreements.

In applying the foregoing understandings, it is understood the provision of Northwestern District (Oregon Division) Agreement Rule 90 (Representation) is not modified by this Merger Implementing Agreement. Rule 90 reads, in relevant part, as follows:

"(a) Jurisdiction: The right to make and interpret contacts, rules, rates of pay and working agreements for conductors, trainmen and yardmen, regular, extra or emergency, while acting as such will be vested in the regularly constituted Committee of the United Transportation Union, C & T Divisions.

"(e) Interpretation of Agreement: All controversies affecting conductors, brakemen, and yardmen will be handled in accordance with the interpretation of the provisions of this contract as agreed upon by the General Committee of the United Transportation Union, C & T Divisions, and the Director of Labor Relations."

Inasmuch as work performed by hostlers is, as a result of previous National Agreement covenants, now considered part of the duties required of train/yard service employees, Rule 90 would accordingly extend to employees performing hostling work/duties and all

references to "trainmen and yardmen" in that rule shall include hostlers.

Throughout this Merger Implementing Agreement, the parties have used the terms "yardmen" and "switchmen" to describe or refer to employees performing yard service work. The parties have specifically used either term interchangeably and do not intend that any difference or distinction be inferred from our use of either term.

Finally, it is understood all references in this Merger Implementing Agreement to Local Chairman (Chairmen), union officer, representative, or General Chairman shall mean UTU Local Chairman (Chairmen), UTU Union officer(s), UTU representative(s) or UTU General Chairman (Chairmen).

If the foregoing properly and accurately reflects our understanding on this matter, please so indicate by affixing your signature in the space provided below.

Yours truly,

A. Terry OJjn

AGREED:

D. L.

.. L. Nelson

Side Letter No. 7

Mr. D. L. Hazlett Mr. R. E. Carter

General Chairperson, UTU General Chairperson, UTU

5990 SW 28^th Street, Suite F P. O. Box 1333

Topeka, KS 66614-4181 Pocatello, ID 83204

Mr. L. L. Nelson Associate Chairperson, UTU P. O. Box 14849 Portland, OR 97293-0849

Gentlemen:

This refers to the parties' discussions in connection with the Merger Implementing Agreement for that portion of the Portland Hub not covered by the September 16, 1998 Merger Implementing Agreement for Portland Hub Zone 1. During our negotiations, your organization raised a concern regarding the application of Article VII, Section A and, specifically, how that provision affects employees furloughed prior to the implementation of this Agreement.

Article VII, Section A automatically certifies, and accordingly extends the labor protective benefits of set forth in New York Dock to, "... trainmen/yardmen/hostlers listed on the applicable Zone 2 or Zone 3 Master Seniority Rosters and in active service as a trainman ... in said zones on the date this Agreement is implemented." Based thereon, it is clear it was the parties' intent that only those employees in active service and working as trainman (conductor, brakeman, switchman or hostler) at the time this Agreement is implemented are to be automatically certified. In light of the delay in implementing this Agreement, the parties agree the following shall apply in connection with application of this Article VII, Section A:

1. An employee listed on the Zone 2 or Zone 3 Master Seniority Roster who is in active service as a trainman (conductor, brakeman, switchman (yardman) or hostler) on December 1, 2000, will, subject to the provisions of Items 2, 3 4 and 5, below, be considered, "... in active service as a trainman (conductor, brakeman, switchman (yardman) or hostler) in said zones on the date this Agreement is implemented."

2. An employee covered by Item 1, above, who is furloughed at the time the Merger Implementing Agreement is implemented will not receive any labor protective benefits afforded pursuant to the Merger Implementing Agreement until such time as he/she is recalled to service pursuant to applicable agreement rules.

3. The time an employee covered by Item 1, above, is furloughed will not extend the period of time he or she is entitled to the labor protective benefits - i.e., regardless of whether an employee is furloughed (and covered by Item 1, above) or in active service, the period that an eligible employee is entitled to labor protection benefits will commence on the date of implementation of this Merger Implementing Agreement.

EXAMPLE 1: Employee A is furloughed on December 15, 2000. Under New York

Dock, Employee A's protective period is six years. The Merger

Implementing Agreement is implemented April 1, 2001. Employee A

is recalled to service April 1, 2002. Employee A would commence

receiving labor protection benefits on April 1, 2002. Employee A's protection period would end dn March 31, 2007 (six years from April 1,2001).

EXAMPLE 2: Employee B is furloughed on January 15, 2001. Under New York Dock, Employee B's protective period is 4 years. The Merger Implementing Agreement is implemented April 1, 2001. Employee B is recalled to service December 1, 2001. Employee B would commence receiving labor protection benefits on December 1, 2001. Employee B's protection period would end on March 31, 2005 (four years from April 1, 2001).

4. The understandings set forth here in are made without prejudice to either parties' position(s) and shall not in any manner constitute a precedent for handling such or similar situations.

5. The parties agree these understandings are made to address a unique situation and will not under any circumstances be cited or referred to in any other forum or proceeding.

If the foregoing properly and accurately reflects our understanding on this matter, please so indicate by affixing your signature in the space provided below.

Yours truly,

A. Terry Ofin AGREED:

D. L. Ha^/tt L. L. Nelson

R. E. Carter