Side Letter Np. 3
                                   E-013-23-74-DR
                     A G R E E M E N T
                          between
     UNION PACIFIC RAILROAD COMPANY - EASTERN DISTRICT
                            and
           UNITED TRANSPORTATION UNION (C) & (T)
          MODIFICATION OF SECTION 5(a) OF THE DUAL
            RIGHTS AGREEMENT DATED JULY 27, 1956
          It  is agreed that  Section 5 (a) of the Agreement
dated July 27, 1956, which was placed in effect on September
21,  1962, captioned "Establishment of  Dual Interchangeable
Seniority Rights  for Employes  in Train and  Yard Service",
and the modifications Agreement thereof dated March 13, 1968
and September 2, 1975, is changed to read:
          (a)  Upon establishment of  dual seniority in road
     and yard service, employes working  in road service may
     transfer in the exercise  of seniority to yard service,
     and vice versa,  and exercise seniority  in the service
     to which they  elect to transfer subject  to the condi-
     tion that they make written application to the Superin-
     tendent  (with copies to affected Local  Chairmen), and
     providing their  seniority will permit them  to work in
     the service to which  transferred.  Such transfer shall
     be made  effective as soon as possible, but in no event
     later than 17  days.  Yardmen or roadmen not so handled
     will  be  granted a   special allowance   equal to  the
     earnings which they  would have received  had they been
     transferred  for  each  calendar  day  held  after  the
     expiration  of the   17-day period  (including  layover
     and/or rest days),  providing the employe  is available
     for service on  such  calendar days, which shall  be in
     addition to  all compensation  for actual  service per-
     formed.
          Dated at  Omaha, Nebraska this 1st  day of August,
1984.
FOR THE EMPLOYES:             FOR UNION PACIFIC RAILROAD CO.:
           _            _
General Cha-lrmgp, UTU(C&T)   Director of Labor Relations