NEW YORK DOCK UP/SP MERGER IMPLEMENTING AGREEMENT

PORTLAND HUB - ZONES 2 AND 3

between

UNION PACIFIC RAILROAD COMPANY
SOUTHERN PACIFIC TRANSPORTATION COMPANY

and

UNITED TRANSPORTATION UNION

In Finance Docket No. 32760, the Surface Transportation Board ("STB") approved the merger of Union Pacific Corporation, Union Pacific Railroad Company/Missouri Pacific Railroad Company (hereinafter, collectively referred to as "UP" or "Carrier"), Southern Pacific Rail Corporation, Southern Pacific Transportation Company ("SP"), St. Louis Southwestern Railway Company, SPCSL Corp., and Denver & Rio Grande Western Railroad Company. In approving this transaction, the STB imposed the labor protective conditions set forth in New York Dock.

Pursuant to New York Dock, and to achieve the public transportation benefits and operational changes made possible by this transaction, IT IS AGREED:

I.         ZONE DESCRIPTIONS

Two new seniority zones shall be created that encompass the following area: UP territory from Hinkle, Oregon (milepost 186.0), to Eastport, Idaho (milepost 140.74), on the Spokane International Railroad to Silver Bow, Montana, to McCammon, Idaho (milepost 109.8) and Granger, Wyoming (milepost 0.64). This territory shall be divided into two (2) zones as follows:

A.       Zone 2 will include all operations between, and including, Hinkle and Huntington, Oregon, including Huntington; and between Hinkle, Oregon, and Eastport, Idaho, including Eastport. Zone 2 shall also include through freight operations between LaGrande, Oregon, and Nampa, Idaho.

NOTE:          Those regular and extra board positions at Hinkle covered
Article II, Section B, Paragraphs 7.a. - 7.d. of the September
16, 1998 Merger Implementing Agreement for Portland Hub
Zone 1 will be included in Zone 2.

B.       Zone 3 will include operations from, but not including, Huntington, Oregon, to, and including, Silver Bow, Montana and to, but not including, milepost 109.8 at McCammon, Idaho, and to milepost 0.64 at Granger, Wyoming.

NOTE:          The operations and territories described in Paragraphs A and
B, above, shall include all main, branch and/or secondary
lines, yard trackage, industrial leads and all other track, leads
and stations between the points identified.

C.       Trackage or lines, either under lease or sale, that may be reacquired by UP will be included in the appropriate Zone.