MEMORANDUM OF
AGREEMENT

In compliance with the applicable United Transportation Union (Organization) Schedule of Agreements as well as Article XIII, Section 4 of the 1985 National Agreement, the parties signatory hereto agree to establish the following provisions with respect to the selection process of trainmen for engine service promotion.

 A. The term "pre-85 trainman" as used in this Agreement is an employee who was hired as a trainman/yardman prior to November 1, 1985.

B. The term "post-85 trainman" as used in this Agreement is an employee who was hired as a trainman/yardman after October 31,1985.

C. The term "UTU Seniority" as used in this Agreement is the employee's service date as a trainman/yardman.

D. UTU seniority zones and home point districts as used in this Agreement are defined as:

SENIORITY ZONE 100 - Home Point Districts

FIRST  -  Omaha to Grand Island and branches, including Beatrice.

SECOND  -  Grand Island to North Platte and branches, to but not including Hastings.

THIRD  -  North Platte to Sidney and North Platte Branch, including Yoder and South Torrington.

FOURTH  -  Sidney to Cheyenne, North Platte cut off to Gering and South Torrington.

NINTH  -  Kansas City to Junction City and branches to but not including Beatrice.

TENTH  -  Junction City to Ellis and branches to Plainsville (sic).

ELEVENTH  -  St. Joseph to Marysville and Marysville to Grand Island and/or Hastings.

SENIORITY ZONE 200 - Home Point Districts

FIFTH/SIXTH  -  Cheyenne - Rawlins and branches.

SEVENTH  -  Rawlins to Green River and branches.

EIGHTH  -  Green River to Ogden and branches.

TWELFTH  -  Denver to Borie/Cheyenne, Denver to Ellis, Oakley to Plainsville (sic), Denver to Julesburg and branches.

THIRTEENTH  -  Black Buttes to Granger and branches.

F.  Existing engineers' seniority districts as used in this Agreement are defined as follows:

a) FIRST DISTRICT - Council Bluffs to Grand Island and branches north.

b) SECOND DISTRICT - Grand Island to North Platte and branches.

c) THIRD DISTRICT - North Platte to Sidney and Sterling - North Platte to Gering - Yards at North Platte.

d) FOURTH DISTRICT - Sidney to Cheyenne including yard at Cheyenne.

e) FIFTH DISTRICT - Cheyenne to Rawlins and branches.

f) SIXTH DISTRICT - Rawlins to Green River and branches.

g) SEVENTH DISTRICT - Green River to Ogden and branches.

h) EIGHTH DISTRICT - Kansas City to Junction City and Kansas City to Topeka and Marysville - Yards at Kansas City to Topeka.

i) NINTH DISTRICT - Junction City to Ellis, Salina to McPherson - Soloman (sic) to Beloit and Salina to Plainville.

j) TENTH and ELEVENTH DISTRICT - Ellis to Hugo and Oakley to Plainville.

k) TWELFTH DISTRICT - MP 775 to West Switch at Granger.

I) FOURTEENTH DISTRICT - Denver to Sterling - Denver to Hugo - Denver to Cheyenne and branches - Denver yard.

m) FIFTEENTH and EIGHTEENTH DISTRICT - Council Bluffs to Lincoln -Marysville to Beatrice and Marysville to Hastings.

G. The term "voluntary" as used in this Agreement are all employees who voluntarily elect promotion to engine service. Selection of these employees will be in seniority order, subject to the employees' fitness and ability criteria as set forth in arbitration awards.

H. The term "involuntary" as used in this Agreement are post-85 trainmen who are forced to engineer promotion. .

The Carrier will maintain adequate levels of trainmen to meet the needs of service, which includes existing contractual requirements and promotion to engine service. The following steps will be applied in the selection process of trainmen/ yardmen for promotion to engine service:

A. (1) When it is Carrier's desire to provide engineer promotions, a notice will be issued at least sixty (60) days but not more than one hundred and twenty (120) days in advance of the anticipated class start. The notice will indicate the number of engineer promotions needed within each engineers applicable seniority district to include the locations within such district. The notice will also indicate the time of the anticipated start of the engineer promotion class.

(2) Carrier will post this notice to all trainmen within the affected UTU seniority zone on all bulletin boards as well as through the use of computer screens. Additionally, a copy of this notice will be provided to the General Chairman.

B. The notice of posting will be made available for a period of thirty (30)days after which a listing will be issued of those potential candidates in UTU seniority order. This listing will be furnished to the General Chairman.

C. Employees voluntarily requesting engineer promotion must issue their request in writing or by other agreeable means to the designated Carrier Supervisor with a copy to the employee's Local Chairman within the thirty (30) day posting period prescribed in Section B of this Article.

D. Subsequent to the posting of potential candidates by Engineer Seniority Districts, such listing will be open for correction of errors for a period of fifteen (15) calendar days. Upon proper documentation during this time period, corrections will be made by agreement between the Organization's Local Chairman and Carrier's Crew Management (CMS) Supervisor. Any unresolved disputes will thereafter be handled by the Organization's General. Chairman and the Director of Labor Relations.

E. All pre-85 and post-85 trainmen within the applicable Zone will be permitted to apply voluntarily for engineer promotion on any or all of the Engineers Seniority District listings within that Zone.

NOTE: Section A(1) stipulates the Notice must indicate the "anticipated class start". In this regard, it is understood that after assignments are made for a class, should this anticipated class date be delayed more than sixty (60) days from the original date, the class and assignments will be considered cancelled. Each applicant, along with the Local and General Chairman, will be advised in writing of the cancellation.

ARTICLE III
SELECTION PROCESS

A.  (1) The selection of employees will be in seniority order. Employees who are not selected will be so notified as to the reason(s) with a copy provided to the Organization's General Chairman.

     (2) If an employee who was not selected disagrees with Carrier's decision, such employee must file a claim in writing with the General Chairman and the Carrier's highest designated officer in Labor Relations no later than fifteen (15) days from the date such employee was notified under Subsection (1) above.

     (3) If the Director of Labor Relations and the General Chairman cannot agree whether the Carrier's selection criteria was properly applied, the matter will be progressed to arbitration for final and binding resolution. An arbitration board and the scheduled hearing date must be adopted within sixty (60) days from the date said trainman was not selected. If issues pertaining to the employee not being selected are not progressed as set forth within this time frame, the Carrier's decision will stand. Arbitration of issues pursuant to this Section A will be limited to the criteria employed by the Carrier in not accepting an employe's voluntary application, or its application of those criteria.

B.  (1) Post-85 trainmen who volunteer for promotion to engine service and who do not satisfy the applicable engineer selection criteria, and were therefore not selected for promotion to engineer service, will not for a period of one (1) year, be involuntarily promoted (forced) to engine service unless the employees satisfy, at the time they are involuntarily selected for promotion to engine service, the applicable engineer selection criteria. Similarly, those post-85 employes whose voluntary applications were not accepted and whose cases are pending an arbitration award pursuant to Section A, will also not be forced to engine service unless the employees satisfy, at the time they are subsequently involuntarily select for promotion to engine service, the applicable engineer selection criteria.

     (2) Post-85 employees who do not voluntarily apply for promotion to engine service, and who do not satisfy the applicable engineer selection criteria at the time such employees are involuntarily selected (forced) for promotion to engine service will immediately terminate all seniority and service rights with the Carrier.

C. In the event the needs for engine service employees are not met with voluntary applications, Carrier may then force in reverse seniority order actively employed (excluding furloughed) post-85 trainmen, first to those employees with a designated home point district in the engineers seniority district in question followed in the absence of such employees to post-85 trainmen working in the applicable zone.  Post-85 trainmen will not be  permitted to decline promotion and failure to accept or failure to pass engineer promotion will terminate all service and seniority with the Carrier in accordance with the applicable agreements.

D. It is also understood nothing in this Article restricts Carrier's right to transfer engineers from one seniority district to another and should an engineer so transfer and not have a trainman seniority on the Zone, the engineer if so desired, must request a seniority date transfer through the UTU Organization(s).

This Agreement establishes the following two (2) categories of train service employes for promotion to engineer:

A. Pre-85 trainmen selected for engineer promotion may subsequently decline the training up to seventy-two (72) hours after receipt of their engineer training packets which were mailed by Carrier. Once the seventy-two (72) hours have expired the employees will not be permitted to relinquish engineer training.

B. Post-85 trainmen who voluntarily apply and are selected for engineer promotion will be granted the same rights as outlined in Section A above. However, it is understood that if such employees by relinquishing their voluntary applications will result in their involuntary assignment, the release of such training will obviously be declined.

A. Engineers seniority ranking will be established in the order of the employees UTU seniority ranking, within the promotion class.

B. It is understood and agreed that employees who are selected for promotion, voluntarily or involuntarily, may have such promotion class deferred if such employees are on a Medical Leave or FMLA. The employee's ranking for engineer's seniority will not be altered as a result of medical leave or FMLA.

G. In executing this Memorandum of Agreement, the parties clearly understand that it is without prejudice to either of its positions with respect to the obligations set forth in Article XIII, Section 4(4) of National Mediation .Agreement, Case A-1 1471 dated October 31, 1985.

D. Where any current rules, agreements and/or practices are in effect which conflict with this Memorandum of Agreement, the provisions of this Agreement will prevail.

E. This Memorandum of Agreement will become effective January 15, 1997 and may be canceled by either party in the future with the serving of a sixty (60) day advance notice upon the other.

                           This Agreement was signed December 23, 1996

G. A. Eickmann                                     L. A. Lambert
General Chairman UTU(C,T&E)               General Director-Labor Relations