(Letter #1)

Mr. R. E. Carter
General Chairman, UTU-T
P. O. Box 1333
Pocatello, Idaho 83204

Mr. D. L. Smith
General Chairman, UTU C&T
165 South West Temple
Arrowpress Square, Suite 110-6
Salt Lake City, Utah 8A101

Dear Gentlemen:

        This refers to the Modified Crew Consist Agreement
effective May 1, 1991.

        The parties recognize the complexities involved in this
Agreement and in keeping with its intent and purpose and the
rights  and  responsibilities  of  the  parties  thereunder,
arrangements will be made for periodic conferences for the
purpose of insuring smooth implementation and agreeing upon.
interpretations. For the first year following implementation of
this Agreement such conferences shall be scheduled no less
frequently than every ninety (90) days. If matters arise which
require more expeditious handling, conferences will be held within
thirty (30) days at the request of either party.

        If the foregoing adequately and accurately describes
our understanding and agreement, please execute in the space
provided below.

Yours truly,

L. A. Lambert

Director Labor Relations

AGREED:

R. E. Carter

General Chairman, UTU-T

D. L. Smith

General Chairman, UTU-C