MEMORANDUM OF AGREEMENT

Between the

UNION PACIFIC RAILROAD COMPANY

OGDEN UNION RAILWAY AND DEPOT COMPANY

for the territories

SALT LAKE CITY - BUTTE

and GRANGER - HUNTINGTON

and the UNITED TRANSPORTATION UNION (C,T&Y)

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PREAMBLE

The purpose of this Memorandum of Agreement is to amend the applicable existing rules and practices, involving the Basic Crew Consist Agreement dated September 15, 1980 and the Modified Crew Consist Agreement of April 16, 1991, which address Crew Consist, Separation, Guaranteed Extra Boards, Reserve Boards, Productivity Funds, Special Allowances, Vacancy Recalls as well as all other related matters as provided herein. Any rules, practices, or agreements not specifically modified or eliminated by this agreement will remain in full force and effect.

ACCORDINGLY, IT IS AGREED:

1. The basic Crew Consist Rules regarding standard crew size set forth in preexisting Crew Consist Agreements shall continue to apply to local, road switcher, non-revenue (work trains) and yard assignments covered by this agreement.

2. The Carrier shall be permitted to work conductor-only trains in pool freight (including hours of service relief) based on the following:

a. Conductor pools shall protect applicable pool freight service. When a brakeman is needed for pool freight service, the vacancy will be filled from the protecting extra board. Brakemen used in pool freight service shall be independent from the conductor and shall make the return trip only when called by the Carrier. A brakeman working to the away-from-home terminal shall not be worked back to the home terminal as a conductor except under conditions where there are no available conductors at the away-from-home terminal rested under the Hours of Service Act in which event the brakeman may fill the vacancy on an "emergency service" basis.

When a brakeman is called to work with a conductor, they will form a crew and will remain in that status for the completion of the one-way service trip.

Brakemen held at the away-from-home terminal shall receive continuous "held-away-from-home terminal time" (HAFHT) after being held 16 hours. Once called for an assignment or to deadhead, such "held away" time will cease upon departure of the train or deadhead. No more than eight (8) hours of HAFHT pay may be offset from an extra board guarantee during any one stay at the away-from-home terminal.

In no "event will a brakeman be held at the away-from-home terminal more than twenty-four (24) hours. If not used by that time, the employe will be deadheaded to the home terminal.

Upon implementation of this agreement, the Carrier may commence "Conductor-Only" operations in Pool Freight Service on those trains on which no more than three (3) work events are performed or scheduled to be performed between the initial and final terminal of the crew, regardless of train length or car count.

A work event is considered to be a straight pick-up or set-out. Picking up, setting out, or exchanging one or more locomotives and setting out a bad order car shall not be considered an event. Work performed in the initial and/or final terminals will be governed by applicable rules.

Question # 1: Is a set out of cars at an intermediate point and then a pick-up of other cars at that same point two (2) or one (1) event?

Answer #1: Two (2) events.

Question #2: If a crew is required to pick-up or set out locomotives which have been or will be utilized by other assignments, will such movements be considered as work events?

Answer $2: Yes.

Question #3: Is the reblocking of the trains present consist of cars at an intermediate point considered a work event or events?

Answer #3 : Yes .

NOTE: Should the "rear end device" cease to operate the "conductor-only operation" train will not perform any further work events en-route.

c. "Conductor-Only" operation of pool freight service shall include made-up crews used to protect pool freight , business car specials , and light engine operation, as well as crews transported to a point between terminals to handle a train from that point to the final terminal.

d. It is understood that all Hours of Service relief on pool freight service shall be operated conductor-only, and shall be subject to the event restrictions set forth above, but such restriction will not be reduced by any work events which may have been performed by the crew being relieved.

e. Hours of Service relief for conductor/brakeman locals or road switchers and foreman /helper yard engines that will require work event or events enroute must consist of a conductor/brakeman or foreman/ helper, which ever is applicable.

3. It is understood crews may be operated with a larger crew than provided for in this agreement should the Carrier deem it necessary. Efficiency and safety shall be prime considerations in determining when the larger crew will be used. Local UTU and Carrier Representatives will review local operations on a regular basis to ensure such operations are conducted to reflect the safest and most efficient manner.

4. This Agreement and Article does not preclude or restrict the Carrier's existing agreement rights to establish or continue single-position assignments such as pilots, car retarder operators, etc. The Carrier may also establish single position utility jobs in terminals to assist road assignments in the performance of terminal work. Such positions will be filled in accordance with bulletin and assignment rules as contained in the current Yardmen Schedule of Agreement. Employes working such positions will not be required to leave the switching limits and will be subject to Yard Schedule Rules with compensation at the foreman rate of pay. Where there is a yard extra board, employes on this board will be utilized for this service.

5. A conductor/foreman-only crew member will not be censured, disciplined or harassed if the conductor takes longer to perform work than the time by a crew with two (2) employes.

6. The Carrier shall be permitted to work conductor-only/foreman-only assignments in local, road switcher, non-revenue and yard service based on the following:

i. Except as provided in Section 2(e) of this Article, all Hours of Service relief which shall be subject to the three (3) work event restrictions;

ii. Yard assignments dedicated solely to transfer service.

iii. When one member of a conductor/brakeman or foreman/helper assignment is released from active service (as a result of sickness, family illness, etc.) after going on duty, the remaining member of the crew may complete the assignment when the remaining work only requires delivery, which will not exceed one (1) work event.

iv. Non-revenue service which will not have any work events between the initial and final terminal of the crew.

7. Notwithstanding Section 1 of this Article, should the Carrier, after eighteen (18) months from implementation of this agreement, determine it to be feasible from the standpoint of safety and efficiency to operate certain selected assignments in local, traveling switcher, non-revenue or yard service on a permanent basis with a crew of conductor/foreman only, this agreement does not preclude the serving of a notice to that effect by the Director of Labor Relations upon the General Chairman. Should the parties, upon consideration and conference regarding the request, be unable to reach agreement within thirty (30) calendar days that such particular assignment(s) may be operated with a crew of conductor/foreman only, the parties agree that such issue shall be resolved by final and binding arbitration. The arbitration proceeding shall be as follows:

An arbitrator shall be agreed upon within ten (10) calendar days of impasse, or the NMB will be asked to appoint an arbitrator within such time.

b. Hearings shall be held within thirty (30) calendar days of the date of selection or appointment.

c. The arbitrator shall render a decision within thirty (30) calendar days from the date on which the hearing is concluded and/or the record is closed. The arbitrator's decision is limited to whether or not the assignment(s) may be operated with a crew of conductor/foreman-only, in line with the work event(s) limitations set forth in this agreement and may not consider any of the other issues contained in this agreement. The Carrier shall have the burden of presenting a thorough history of the particular assignment (s) and work events performed therewith.

d. Expenses of the proceeding will be borne by the party incurring them. The fees and expenses of the arbitrator shall be shared equally by the parties.

e. The provisions of this Section 7 are only applicable after this agreement has been in effect for eighteen (18) months and Carrier's right to convert such existing assignments to a conductor/foreman-only operation must be exercised within six (6) months thereafter. Failure on the part of Carrier to exercise this option under the time frames described herein will preclude Carrier from further changes on these assignments except through mutual consent with the Organization signatory hereto.