(NOTE: Although the following references Zone 200, it is equally applicable to Zone 100.)

UNION PACIFIC RAILROAD COMPANY 

December 29, 1994

Agreement 12203019505 

Mr G A Eickmann
General Chairman, UTU
2933 SW Woodside Drive
Topeka, KS 66614 

Dear Sir: 

     Side Letter dated November 1, 1989, of the Zone 200 Agreement of September 21, 1988, reads in pertinent part as follows: 

During the negotiations which led to the ratification of the Zone 200 Seniority Agreement dated September 21, 1988, the question was raised concerning the obligations and rights of employees in the application of Section 5(3) of the Agreement, and it was understood that it was not the intent of Section 5(3) to
modify the Dual Rights Agreement, and only employees working in road service 
could submit bids for a bulletined regular road assignment. 

     During recent discussions on this matter, the parties recognized that as a result of Conductor-Only operations and the implementation of Guaranteed Combination Extra Boards, it would be in the best interest of all concerned to allow all employees with the opportunity to apply for permanent vacancies and/or newly established positions in both road and yard service. Accordingly, effective March 1, 1995, the above referenced side letter will be cancelled in its entirety.

      Effective upon this cancellation, the parties agree that under Section 5(3) of the Seniority Zone 200 Agreement, employees working in yard service who have satisfied the 120-day restriction of Section 5(b) of the Dual Rights Agreement may submit bids for bulletined regular road assignments. If such employees are successful bidders, they will be considered as transferring to road service under the provisions of 5(a) of the Dual Rights Agreement.

     In making this application, the question arose as to what effect, if any, this has to the present provision which permits yard service employees to apply on road service extra boards. In that regard, the parties fully agreed that this provision has not been altered in any manner. Yard service employees who have satisfied the 120-day restriction of Section 5(b) still have the right to make application to road service extra boards.

     If the foregoing properly reflects our understanding on this matter, please execute in the space provided below.

                                       Yours truly,

                                       L A Lambert
                                     
General Director - Labor Relations

AGREED:

G A Eickmann
General Chairman