ATTACHMENT
MERGER
IMPLEMENTING AGREEMENT
(Expanded Salina Hub)

between the
UNION PACIFIC RAILROAD COMPANY

          Southern Pacific Transportation Company
and the
UNITED TRANSPORTATION UNION

PREAMBLE
The U.S. Department of Transportation, Surface Transportation Board ("STB") approved the merger of the Union Pacific Corporation ("UPC"), Union Pacific Railroad Company/Missouri Pacific Railroad Company (collectively referred to as "UP") and Southern Pacific Rail Corporation, Southern Pacific Transportation Company ("SPT"), St. Louis Southwestern Railway Company ("S S W), SPCSL Corp., and the Denver & Rio Grande Western Railroad Company ("DRGW") (collectively referred to as "SP") in Finance Docket 32760. In approving this transaction, the STB imposed New York Dock labor protective conditions. Copy of the New York Dock conditions is attached as Attachment "A" to this Agreement.
On June 4,1998, the Carriers served notice of their intent to merge and consolidate operations generally in the following territories:
Union Pacific: Salina to Kansas City (not including Kansas City and Topeka)
Salina to Sharon Springs
Wichita to Salina via Lost Springs/Herington
Salina to Sid (end-of-track)
Wichita to El Dorado
Wichita to Winfield/Arkansas City
Whitewater to McPherson

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Herington to Hope (End-of-Track)
Southern Pacific: Pratt to Kansas City via Herington (not including Pratt, Topeka
(SSW) or Kansas City)

Pursuant to Section 4 of the New York Dock protective conditions, in order to
achieve the benefits of operational changes made possible by the transaction and to
modify collective bargaining agreements to the extent necessary to obtain those benefits

IT IS AGREED:
ARTICLE I • WORK AND ROAD POOL CONSOLIDATIONS
The following work/road pool consolidations and/or modifications will be made to
existing runs:

A. Zone 1 - Seniority District
1. Territory Covered: Salina to Sharon Springs
Salina to Kansas City (not including Topeka or
Kansas City)

Salina to Sid (end-of-track)
The above includes all UP main lines, branch lines, industrial leads, yard tracks and stations between or located at the points indicated. Where the phrase "not including" is used above, it refers to other than through freight operations, but does not restrict through freight crews from operating into/out of such terminals/points or from performing work at such terminals/points pursuant to the designated collective bargaining agreement provisions.
2. The existing territories covered by the UP-UTU Salina Hub Agreement dated June 27,1997 shall encompass Zone 1 of the expanded Salina Hub Agreement and no modifications will be made to such territories unless specifically referenced herein.
3. The terms of the UP-UTU Salina Hub Agreement of June 27,1997 shall remain in full force and effect under this Agreement, as pertains to Zone 1, unless otherwise modified herein.
* The terminal limits of Salina are as follows:
~ Salina: M.P. 187.26 - West
 
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M.P. 184.26 - East
• M.P. 2.8 - McPherson Branch
M.P. 0.58 - Plainville Branch
5. Trainmen protecting through freight service in the pools described above shall be provided lodging at the away-from-home terminals pursuant to existing agreements and the Carrier shall provide transportation to trainmen between the on/off duty location and the designated lodging facility. All trainmen may leave or receive their trains at any location within the terminal and may perform work within the terminal pursuant to the designated collective bargaining agreement provisions. The Carrier will designate the on/off duty points for all trainmen, with these on/off duty points having appropriate facilities as currently required in the collective bargaining agreement or by applicable governmental statute or regulations.
B. Zone 2 - Seniority District
1. Territory covered: Ellis to Sharon Springs
The above includes all UP main lines, branch lines, industrial leads, yard tracks and stations between or located at the points indicated. Where the phrase "not including" is used above, it refers to other than through freight operations, but does not restrict through freight crews from operating into/out of such terminals/points or from performing work at such terminals/points pursuant to the designated collective bargaining agreement provisions.
2. The terms of the UP-UTU Salina Hub Agreement of June 27,1997 shall remain in full force and effect under this Agreement, as pertains to Zone 2, unless otherwise modified herein.
3. The terminal limits of Sharon Springs are as follows:
Sharon Springs: M.P. 432.0 - West
M.P. 426.0 - East

UP terminal limits at Sharon Springs are established by this
Implementing Agreement.

4. Trainmen of the Denver Hub were granted rights in the Supplemental Agreement for that Hub to receive their through freight trains up to twenty-five (25) miles on the far side of Sharon Springs and run back through Sharon Springs to their destination without claim or complaint from any other trainmen.
5. Trainmen protecting service in the territory described above shall be provided lodging at the away-from-home terminal pursuant to existing agreements and the Carrier shall provide transportation to trainmen
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between the on/off duty location and the designated lodging facility. All trainmen may leave or receive their trains at any location within the terminal and may perform work within the terminal pursuant to the designated collective bargaining agreement provisions. The Carrier will designate the on/off duty points for all trainmen, with these on/off duty points having appropriate facilities as currently required in the collective bargaining agreement or by applicable governmental statute or regulations.
6. The parties hereto recognize there are unique operational requirements pertaining to trainmen performing service in Zone 2. Therefore, without prejudice to the position of any party, it is agreed:
a. Oakley will continue to be the location for the extra board protecting all extra service in Zone 2.
b. Local or other road assignments in Zone 2 may work between Ellis (vicinity of M.P. 303) and Arapaho (vicinity of M.P. 430). This includes work, wreck, or assignments servicing customers located between or at the stations indicated.
e. Local or road switcher assignments shall be headquartered at Oakley, if operationally possible, and so long as customer demands do not require otherwise. There shall be no prohibition against advertising/operating local assignments which are bulletined to work in both directions out of Oakley; in the alternative, the parties may agree (on a not-to-be-cited basis) to establish road switcher assignment(s) at Oakley with limits of Sharon Springs and Ellis.
Nothing in Article I.B.6 above shall be construed as precedent and shall not cited
by either party in any future negotiations or proceedings.

C. Zone 3 - Seniority District
1. Territory Covered: Wichita to Salina via Lost Springs/Herington
Wichita to El Dorado
Wichita to Winf ield/Arkansas City
Whftewater to McPherson
Herington to Hope (End-of-Track)

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Pratt to Kansas City via Herington (not including
Pratt, Topeka or Kansas City)

The above includes all UP and SSW main lines, branch lines, industrial leads, yard tracks and stations between or located at the points indicated. Where the phrase "not including" is used above, it refers to other than through freight operations, but does not restrict through freight crews from operating into/out of such terminals/points or from performing work at such terminals/points pursuant to the designated collective bargaining agreement provisions.
2. The existing former SSW Herington to Kansas City pool operation will be preserved under this Agreement with Herington as the home terminal. Kansas City will serve as the away-from-home terminal. Trainmen operating between Herington and Kansas City may utilize any combination of UP or SSW trackage between such points.
a. In the event Carrier elects not to use a pool crew on a straightaway move, Hours of Service relief of trains operating Herington to Kansas City which have reached Topeka or beyond (beyond S.J. Jet.) shall be protected by the Kansas City Hub Zone 2 extra board. If none rested or available, such relief shall then be provided by a rested away-from-home terminal crew at Kansas City, and such crew will thereafter either be deadheaded home or placed first out for service or deadhead on their rest. If the train has not reached Topeka, a home terminal pool crew at Herington will be used.
b. In the event Carrier elects not to use a pool crew on a straightaway move, Hours of Service relief of trains operating Kansas City to Herington shall be protected by the extra board at Herington if the train has reached Topeka or beyond. If it has not reached Topeka, a rested away-from-home terminal crew at Kansas City will be used on a straight-away move. If none rested or available, the extra board at Herington may be used beyond Topeka.
3. The existing former SSW Pratt to Herington pool operation will be preserved under this Agreement, except the home terminal will be changed to Herington. Pratt will serve as the away-from-home terminal. Sufficient number of trainmen will be relocated to Herington to effect this change.
a. In the event Carrier elects not to use a pool crew on a straightaway move, Hours of Service relief of trains operating Herington to Pratt shall be protected by the extra board at Pratt if the train has reached Inman or beyond; if exhausted, a rested away-from-home terminal crew at Pratt may be used,
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and such crew will thereafter be either deadheaded home or placed first out for service or deadhead on their rest. If the train has not reached Inman or beyond, a home terminal pool crew at Henngton will be used.
b. In the event Carrier elects not to use a pool crew on a straightaway move, Hours of Service relief of trains operating Pratt to Henngton shall be protected by the extra board at Herington if the train has reached Inman or beyond. If it has not reached Inman, a rested away-from-home terminal crew at Pratt will be used on a straight-away move. If none rested or available, the extra board at Herington may be used beyond Inman.
NOTE: Under Items 2 and 3 above, the establishment of Herington as a terminal for the corridor between Kansas City and Pratt does not constitute any restriction on operations through Herington by trains originating at Salina or Wichita.
4. The previously existing Agreement dated June 22,1992, governing through freight service between Salina and Wichita shall become null and void upon implementation of this Agreement, except for the provisions of Article 11.1 (b) thereof, which shall continue to apply to the pool operation described below. A new pool operation between Wichita and Salina will be established under this Agreement, and Wichita shall serve as the home terminal for all such service.
a. In the event Carrier elects not to use a pool crew on a straightaway move, Hours of Service relief of trains operating Wichita to Salina shall be protected by the extra board at Salina if the train has reached Lost Springs or beyond. If none rested or available, a rested away-from-home pool crew may be used and such crew will thereafter be deadheaded home or placed first out for service or deadhead on their rest. If the train has not reached Lost Springs, a home terminal pool crew at Wichita will be used.
b. In the event Carrier elects not to use a pool crew on a straightaway move, Hours of Service relief of trains operating Salina to Wichita shall be protected by the extra board at Wichita if — the train has reached Lost Springs or beyond. If the train has not reached Lost Springs, a rested away-from-home terminal crew at Salina will be used. If none rested or available, the extra board at Wichita may be used beyond Lost Springs.
e. Trains which have expired under the Hours of Service at a location within 25 miles of Herington in either direction toward
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Wichita or Salina may be relieved and operated into Henngton
by the extra board a< Herington for later re-crewing.

5. Local, work, wreck, and other extra freight service may operate between Wichita and Salina with home terminal of either Wichita or Salina.
6. The Carrier may, at its option, establish service between Wichita and Hutchinson via Herington, without crew change. Wichita will serve as the home terminal. Hutchinson will serve as the away-from-home terminal. This service will be protected by the extra board at Wichita unless traffic levels justify establishment of pool operations.
7. At Herington, Pratt, Winfield and Wichita pool trainmen may receive their train up to twenty-five (25) miles on the far side of the terminal and run back through Herington, Pratt, Winfield and Wichita to their destination without claim or complaint from any other trainman. When so used, the trainman shall be paid an additional one-half (1/2) day at the basic pro rata through freight rate for this run in addition to the district miles of the run. If the time spent beyond the terminal under this provision is greater than four (4) hours, then he shall be paid on a minute basis at the basic pro rata through freight rate.
8. The terminal limits of Herington, Pratt, Winfield and Wichita are as follows:
Herington: M.P. 459.2 - UP Hoisington Subdivision
M.P. 180.0 - UP Herington Branch
M.P. 169.2 - SSW Topeka Subdivision
M.P. 173.12 - SSW Herington Subdivision
UP terminal limits at Herington are established by this Implementing
Agreement.

Pratt: M.P. 292.33 - East
M.P. 300.16 - West

Winfield: M.P. 248.7 - East
M.P. 250.8 - West

Wichita: M.P. 236.0 - Herington
M.P. 476.0 - Wichita Branch
M.P. 254.0 - OKT Subdivision
9. Trainmen of the Kansas City Hub were granted rights in the Agreement for that Hub to receive their through freight train up to twenty-five (25) miles on the far side of Winfield and Wichita and run
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back through Winfield and Wichita without claim or complaint from
any other trainman.

10. Trainmen of an adjacent hub may have certain rights to be defined, if any, in the Merger Implementing Agreements for these hubs to receive their through freight trains up to twenty-five (25) miles on the far side of the terminal and run back through the terminal to their destination without claim or complaint from any other trainman.
11. Trainmen protecting through freight service in the pool described in Article I.D.2. above shall be provided lodging at the away-from-home terminal pursuant to existing agreements and the Carrier shall provide transportation to trainmen between the on/off duty location and the designated lodging facility. All trainmen may leave or receive their trains at any location within the terminal and may perform work within the terminal pursuant to the designated collective bargaining agreement provisions. The Carrier will designate the on/off duty points for all trainmen, with these on/off duty points having appropriate facilities as currently required in the collective bargaining agreement or by applicable governmental statute or regulation.
C. Herinoton Terminal
1. All UP and SSW operations within the new Herington Terminal limits shall be consolidated into a single operation. The terminal includes all UP and SSW main lines, branch lines, industrial leads, yard tracks and stations between or located at the points indicated. All UP and SSW road crews may receive or leave their trains at any location within the terminal and may perform work within the terminal pursuant to the applicable collective bargaining agreement, including national agreements. The Carrier will designate the on/off duty points for all yard crews, with these on/off duty points having appropriate facilities' as currently required in the collective bargaining agreement or by applicable governmental statute or regulations. Interchange rules are not applicable for infra-carrier moves within the terminal.
2. All UP and SSW rail lines, yards and/or sidings within the Herington Terminal will be considered as common to all trainmen working in, into _ _ and out of Herington. The establishment of prior rights zones is not intended to restrict operations which traverse territory in both zones. All road switchers, yard and local assignments will be protected by trainmen from the seniority district where such assignments are home terminated.
D. At all terminals the Carrier will designate the on/off duty points for all road crews, with these on/off duty points having appropriate facilities as currently required in the designated collective bargaining agreement or by applicable governmental statue or regulation.
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E. In all of the zones, when local, work, wreck, HOS relief or other such unassigned road runs are called or assigned which operate exclusively within the territorial limits of one of the zones established in this Agreement, such service shall be protected by trainmen in such zone. If such run or assignment extends across territory encompassing more than one zone contemplated by this Agreement, it will be protected by trainmen in the zone in which such service is home terminated. If new pool operations are implemented that run over two prior rights existing runs, then those holding prior rights to the existing'runs shall hold rights to the new runs in the ratio of miles run. New pool operations not covered in this Implementing Agreement which establish a new home terminal, between this Hub and another Hub, or between this Hub and a non-merged area will be handled per Article IX of the October 31,1985 National Agreement.
ARTICLE II - SENIORITY CONSOLIDATIONS
A. To achieve the work efficiencies and allocation of forces that are necessary to make the Salina Hub operate efficiently as a unified system, a new seniority district will be formed and a master Trainmen Seniority Roster -UP/UTU Salina Merged Roster #1 will be created for trainmen holding seniority in the territory comprehended by this Agreement on the date of implementation of this Agreement. (Where the word "trainmen" is used in this Agreement, it refers to conductors/foremen and brakemen/yardmen collectively.) The new roster will consist of three (3) zones. Prior rights Zone 1 is already intact and will remain unchanged by this Agreement. New prior rights Zones 2 and 3 will be created under this Agreement.
1. Switchmen/brakemen placed on these rosters will be dovetailed based upon the employee's current seniority date. If this process results in employees having identical dates, seniority will be determined by the age of the employees with the older employee placed first. If there are more than two (2) employees with the same seniority date, a random process jointly agreed upon by the Director of Labor Relations and the appropriate General Chairman (men) will 1 be utilized to effect a resolution. It is understood this process may not result in any employee running around another employee on his former roster.
2. Conductors placed on this roster shall reflect the exact UP and SSW relative standings as exists on the dovetailed brakeman roster; however, within such relative standing both former UP and SSW conductors shall rank in the same order that they did on their former properties.
B. Employees assigned to the newly-created zone seniority rosters for Zones 2 and 3 shall be afforded prior rights on said zones. Placement on these
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rosters and awarding of prior rights to said zones shall be based upon the
following:

1. Zone 2 - This roster will consist of former UP trainmen with rights on Salina (Roster Nos. 360301 and 360401) and Oakley (Roster Nos. 072301 and 072401).
a. The prior rights roster for Zone 2 will consist of a prior rights
conductor and brakeman roster.

2. Zone 3 - This roster will consist of former UP trainmen with rights on Wichrta (Roster Nos. 058311, 058411 and 058511) and Coffeyville (Roster Nos. 059312 and 059412) and former SSW trainmen with rights on SSW Pratt (Roster Nos. 304301, 304401 and 304501), Salina and SSW Herington (Roster Nos. 303301, 303401 and 303501).
a. The prior rights roster for Zone 3 will consist of a prior rights
conductor, brakeman and yardman (Wichita) roster.

C. Employees holding seniority on one (1) of the prior rights zones will be afforded common seniority on the other zones in the Salina Hub. New employees hired after the date of this Agreement shall hold common seniority on all zones in the Salina Hub.
D. Entitlement to assignment on prior rights Zones 2 and 3 and to the master roster shall be by seniority order canvass of the employees holding seniority in the territory, subject to roster sizing limits. Prior to the roster formulation process, the Organization and the Carrier shall reach agreement upon the total number of employees assigned to the expanded Salina Hub master seniority roster.
E. With the creation of the new seniority district described herein, all previous seniority outside the Salina Hub held by trainmen on the new roster shall be eliminated and all seniority inside the new hub held by trainmen outside the district shall be eliminated. All pre-existing prior rights, top and bottom, or any other such seniority arrangements in existence prior to formulation of the Salina Hub, if any, are of no further force or effect and the provisions of this —Article shall prevail in lieu of thereof.
F. All trainmen vacancies within the Salina Hub must be filled prior to any trainmen being reduced from the working list or prior to trainmen being permitted to exercise to any reserve boards. This provision is not intended to modify or supersede existing agreement provisions, if any, which prohibit forcing prior rights trainmen to vacancies outside the territory comprehending their prior rights.
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G. Trainmen who have been promoted to engine service and hold engine service seniority inside the Salina Hub shall be placed on the appropriate roster using their various trainmen seniority dates.
ARTICLE III • EXTRA BOARDS
A. The following extra boards shall be established to protect vacancies and other extra board work into or out of the Salina Hub or in the vicinity thereof. It is understood whether or not such boards are guaranteed boards is determined by the designated collective bargaining agreement. Further, nothing in this Agreement may be construed to require the continued maintenance of an extra board when there is insufficient work to justify its existence.
1. Wichita - One (1) Extra Board (combination conductor/brakeman/switchman) to protect all service at or in the vicinity of Wichita. This board will also protect the service between Wichita and Hutchinson via Herington.
2. Hutchinson - One extra board (combination conductor/brakeman/switchman) to protect all extra service at or in the vicinity of Hutchinson.
3. Herinoton - One (1) Extra Board (combination conductor/brakeman) to protect all extra service at or in the vicinity of Herington including Hours of Service relief in any direction, subject to the specific provisions in Article I. This board will supplement the extra board at Hutchinson and, if none in existence, will protect Hutchinson extra service.
3. Salina - No change from the June 27,1997 Agreement.
4. Oaklev - One (1) Extra Board (combination conductor/brakeman) to protect all extra service in Zone 2. In the event it is exhausted, this board will be supplemented by the extra board at Salina.
B. If additional extra boards are established or abolished after the date of
implementation of this Agreement, it shall be done pursuant to the terms of
the designated collective bargaining agreement. When established, the
—Gerrier shall designate the geographic area the extra board will cover.

ARTICLE IV - APPLICABLE AGREEMENT
A. The Carrier has selected the Collective Bargaining Agreement currently in effect between the Union Pacific Railroad Company and the UTU Union Pacific Eastern District including all applicable national agreements and all
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other side letters and addenda. Firemen shall likewise be governed by the current UP-UTU Eastern District Agreement. Except as specifically provided herein, the system and national collective bargaining agreements, awards and interpretations shall prevail.
B. The terms and conditions of the pool operations set forth in this agreement shall be the same for all pool freight runs whether run as combined pools or separate pools. The terms and conditions are those of the designated collective bargaining agreement as modified by subsequent national agreements, awards and implementing documents and those set forth below. For ready reference, sections of existing rules are attached in Attachment "B".
C. Trainmen will be treated for vacation, entry rates and payment of arbitraries as though all their time on their original railroad had been performed on the merged railroad. Trainmen assigned to the Hub on the effective date of this Implementing Agreement (including those engaged in trainmen training on such date) shall have entry rate provisions waived. Trainmen hired after the effective date of the Agreement shall be subject to National Agreement rate progression provisions.
D. Former SSW trainmen who are covered by this Implementing Agreement and who were formerly covered by an SSW Vacation Agreement shall be entitled to obtain the benefits of said SSW Vacation Agreement for the balance of the calendar year 1998, and for the calendar year 1999 if otherwise earned in 1998. Thereafter, vacation benefits shall be set forth by the UP-UTU Eastern District Agreement on the merged territory.
E. A two-hour (2*) call time for trainmen will apply in the entire territory comprehending the Salina Hub.
F. Trainmen under this Hub Agreement operating into Kansas City will be paid actual miles to the various yards within the Kansas City Terminal to which they operate their road trains. Any previously recognized arrival/departure point at Kansas City (e.g., M.P. 5.18 for former UP Eastern District trainmen) shall have no further force and effect, and the literal industry application of the national agreement rules shall apply throughout the Hub.
G. Except where specific terminal limits have been detailed in this Agreement, it is not intended to change existing terminal limits under applicable agreements.
H. Actual miles will be paid for runs in the Salina Hub. Examples are illustrated in Attachment "C".
ARTICLE V • FAMILIARIZATION
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A. Trainmen will not be required to lose time or "ride the road" on their own time in order to qualify for the new operations. Trainmen will be provided with a sufficient number of familiarization trips in order to become familiar with the new territory. Issues concerning individual qualifications shall be handled with local operating officers. The parties recognize that different terrain and train tonnage impact the number of trips necessary, and the operating officer assigned to the merger will work with the local managers and Local Chairmen in implementing this Section. Issues concerning individual qualifications shall be handled with the local Operating Officer and Local Chairman. If not resolved at the local level, then the matter shall be referred to the General Chairman and Labor Relations for further handling.
ARTICLE VI - IMPLEMENTATION
A. The Carrier will give at least thirty (30) days' written notice of its intent to
implement this Agreement.

B. 1. Concurrent with the service of its notice, the Carrier will post a
description of Zones 1 and 2 described in Article I herein.

2. Ten (10) days after posting of the information described in B.1 Jabove, the appropriate Labor Relations Personnel, CMS Personnel, General Chairmen and Local Chairmen will convene a workshop to implement assembly of the merged seniority rosters. At this workshop, the representatives of the Organization will participate with the Carrier in constructing consolidated seniority rosters as set forth in Article II of this Implementing Agreement. ^
3. Dependent upon the Carrier's manpower needs, the Carrier may develop a pool of representatives of the Organization, with the concurrence of the General Chairmen, which, in addition to assisting in the preparation of the rosters, will assist in answering trainmen's questions, including explanations of the seniority consolidation and implementing agreement issues, discussing merger integration issues with local Carrier officers and coordinating with respect to CMS issues relating to the transfer of trainmen from one zone to another or the assignment of trainmen to positions.
C. The roster consolidation process shall be completed in five (5) days, after which the finalized agreed-to rosters will be posted for information and protest in accordance with the applicable agreements.
D. Once rosters have been posted, those positions which have been created or consolidated will be bulletined for a period of seven (7) calendar days. Trainmen may bid on these bulletined assignments in accordance with
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applicable agreement rules. However, no later than ten (10) days after
closing of the bulletins, assignments will be made.

E. 1. After all assignments are made, trainmen assigned to positions which require them to relocate will be given the opportunity to relocate within the next thirty (30) day period. During this period, the affected trainmen may be allowed to continue to occupy their existing positions. If required to assume duties at the new location immediately upon implementation date and prior to having received their thirty (30) days to relocate, such trainmen will be paid normal and necessary expenses at the new location until relocated. Payment of expenses will not exceed thirty (30) calendar days.
2. The Carrier may, at its option, elect to phase-in the actual pool
consolidations which are necessary in the implementation of this
Agreement. Trainmen will be given ten (10) days' notice of when their
S> specific relocation/reassignment is to occur.

v
ARTICLE VII • PROTECTIVE BENEFITS AND OBLIGATIONS
t '- •;
A. All trainmen and firemen who are listed on the Zones 2 and 3 prior rights Salina Hub merged rosters shall be considered adversely affected by this transaction and consolidation and will be subject to the New York Dock protective conditions which were imposed by the STB. It is understood there shall not be any duplication or compounding of benefits under this Agreement and/or any other agreement or protective arrangement.
1. Carrier will calculate and furnish TPA's for such employees to the Organization as soon as possible after implementation of the terms of this Agreement. The time frame used for calculating the TPA's in accordance with New York Dock will be the twelve (12) month period immediately preceding date of implementation.
2. in consideration of blanket certification of all employees covered by this Agreement for wage protection, the provisions of New York Dock protective conditions relating to "average monthly time paid for" are waived under this Implementing Agreement.
3. Test period averages for designated union officers will be adjusted to reflect lost earnings while conducting business with the Carrier.
4. National Termination of Seniority provisions shall not be applicable to trainmen hired prior to the effective date of this Agreement.
B. Trainmen required to relocate under this Agreement will be governed by the relocation provisions of New York Dock. In lieu of New York Dock
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provisions, an employee required to relocate may elect one of the following
options:

1. Non-homeowners may elect to receive an "in lieu of" allowance in the amount of $10,000 upon providing proof of actual relocation.
2. Homeowners may elect to receive an "in lieu of" allowance in the amount of $20,000 upon providing proof of actual relocation.
3. Homeowners in Item 2 above who provide proof of a bona fide sale of their home at fair value at the location from which relocated shall be eligible to receive an additional allowance of $10,000.
a) This option shall expire within five (5) /
years from/date of application for the /
allowance under Item 2 above. /
b) Proof of sale must be in the form of sale documents, deeds, and filings of these documents with the appropriate agency.
NOTE: All requests for relocation allowances must be submitted on the prescribed form.
4. With the exception of Item 3 above, no claim for an "in lieu of relocation allowance will be accepted after two (2) years from date of implementation of this Agreement.
5. Under no circumstances shall an employee be permitted to receive more than one (1) "in lieu of relocation allowance under this Implementing Agreement.
6. Trainmen receiving an "in lieu of relocation allowance pursuant to this Implementing Agreement will be required to remain at the new location, seniority permitting, for a period of two (2) years.
ARTICLE VIII - CREW CONSIST
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A. Upon implementation of this Agreement all crew consist productivity credits that cover employees in the Salina Hub shall be frozen pending payment of the shares to the employees both inside the Hub and outside the Hub. A new productivity fund shall be created on implementation day that will cover those employees in the Salina Hub. The funds that cover employees outside the Hub shall continue for employees who remain outside the Hub.
B. Payments into the new productivity fund shall be made in compliance with the UPED Crew Consist Agreement. Those employees who would have participated in the shares of productivity funds prior to the merger had they been initially hired on the UPED shall be eligible to participate in the distribution of the new fund.
C. Employees who would have been covered under the UPED special allowance provisions had they been hired originally on the UPED shall be entitled to a special allowance under those provisions.
D. Article V.F. of the June 27, 1997 Salina Hub Merger Implementing Agreement shall be extended to the additional employees establishing seniority in the expanded Salina Hub under this Agreement, i.e., any employee with a seniority date prior to April 21,1997, shall be eligible to hold a reserve board position, seniority permitting, as outlined therein.
ARTICLE IX • FIREMEN
A. This Agreement covers firemen. Pre-October 31,1985 firemen will only have the right to exercise their fireman's seniority if unable to work an engineer's assignment within the Salina Hub. If unable to hold such a position, a Pre-October 31, 1985 fireman would be permitted to exercise their fireman's seniority in accordance with the provisions contained in the current UP Firemen Agreement.
B. Post October 31,1985 firemen shall continue to be restricted to mandatory fireman assignments and if unable to work an engineer's assignment within the Salina Hub, they will be required to exercise their train service seniority.
C. The seniority rosters for firemen will be a straight seniority dovetail roster maintaining existing prior rights.
D. It is the Carrier's intent to execute a standby agreement with the Organization which represents firemen on the former SSW. Upon execution of that Agreement, said firemen on the former SSW will be fully covered by this Implementing Agreement as though the Organization representing them had been signatory hereto.
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ARTICLE X • HEALTH AND WELFARE
Employees of the former UP who are working under the collective bargaining agreement designated in Article IV.A. of this Implementing Agreement belong to the Union Pacific Hospital Association. Former SSW employees are presently covered under United Health Care (former Travelers GA-23000) benefits. Said former SSW employees will have ninety (90) days from date of implementation to make an election as to keeping their old Health and Welfare coverage or coming under the health and welfare coverage provided by the designated CBA. Any employee who fails to exercise said option shall be considered as having elected to retain existing coverage. Employees hired after the date of implementation will be covered under the plan provided for in the surviving CBA. Copy of the form to be used to exercise the option described above is attached as Attachment "D" to this Agreement.
ARTICLE XI - SAVINGS CLAUSES
A.
The provisions of the applicable Schedule Agreement will apply unless specifically modified herein.
Nothing in this Agreement will preclude the use of any trainmen to perform work permitted by other applicable agreements within the new seniority districts described herein, i.e., yardmen performing Hours of Service Law relief within the road/yard zone, ID trainmen performing service and deadheads between terminals, road switchers handling trains within their zones, etc.
The provisions of this Agreement shall be applied to all employees covered by said Agreement without regard to race, creed, color, age, sex, national origin, or physical handicap, except in those cases where a bona fide occupational qualification exists. The masculine terminology herein is for the purpose of convenience only and does not intend to convey sex preference.
B.
C.
ARTICLE XII - EFFECTIVE DATE
This Agreement implements the merger of the Union Pacific and Southern Pacific
railroad operations in the area covered by Notice dated January 30,1998.

Signed at.
.this.
_day of.
1998.
FOR THE UNITED
TRANSPORTATION UNION:

FOR THE CARRIER:
R. D. Hogan, Jr.
General Chairman, UTU

M. A. Hartman
General Director-Labor Relations
Union Pacific Railroad Co.
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Rev. 10/30/98
D. L Holhs
General Chairman, UTU
•J. M. Raaz
Asst. VP-Labor Relations
Union Pacific Railroad Co.
A. Martin III
General Chairman, UTU
APPROVED:
M. B. Futhey, Jr.
Vice President, UTU

P. C. Thompson
Vice President, UTU

Side Letter No. 1
MR R D HOGAN MR A MARTIN III
GENERAL CHAIRMAN UTU GENERAL CHAIRMAN UTU
1721 ELFINDALE DR #309 2933 SW WOODSIDE DR #F
SPRINGFIELD MO 65807 TOPEKA KS 66614-4181
MR DON L HOLLIS
ASSOC. GEN CHAIRMAN UTU
P O BOX 580
LINDALE TX 75771

Gentlemen:
This refers to the Merger Implementing Agreement entered into this date between the Union Pacific Railroad Company, Southern Pacific Lines and the United Transportation Union.
During our negotiations we discussed Agreement provisions involving life insurance and disability insurance between Southern Pacific Lines and your Organization as follows:
UTU - C&T: Articles 4 and 6 of the Agreement dated May 1,1996
UTU - S: Articles 2 and 8 of the Agreement dated May 21,1996

It was your position that coverages provided by the former agreement should be preserved for the former SSW employees covered by this implementing Agreement.
This will confirm that Carrier agreed that these insurance premiums would be maintained at current levels and would be grand fathered to those former SSW employees who are covered by this Implementing Agreement and who are presently covered under
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QUESTIONS AND ANSWERS - SALINA HUB
ARTICLE I • WORK AND ROAD POOL CONSOLIDATION
Q.1. What is the impact of joint terminal operations, such as Herington, for example, being "consolidated into a single operation"?
A.1. In a consolidated terminal, all UP and SSW road crews can receive/leave their trains at any location within the boundaries of the new Herington Terminal and may perform work anywhere within those boundaries pursuant to the applicable collective bargaining agreement. The Carrier will designate the on/off duty points for road crews. All UP and SSW rail lines, yards, and/or sidings within the Kansas City Terminal are considered as common to all crews working in, into and out of Kansas City and all UP and SSW road crews may perform all permissible road/yard moves pursuant to the applicable collective bargaining agreements. It is not the intent of this agreement to modify or supersede the application of existing road/yard rules contained in the National Agreements.
Q.2. How is a crew, which received their train twenty-five (25) miles on the far side of the terminal as contemplated by Article I compensated?
A.2. When so used, the crew shall be paid an additional one-half (1/2) basic day for this service in addition to the district miles of the run. If the time spent beyond the terminal is greater than four (4) hours, they shall be paid on a minute basis at the basic pro rata through freight rate. Miles within the zone are not added to the district miles of the run. Time spent within the zone does not factor into the computation of overtime; however, if the time spent within the zone produces road overtime earnings in excess of the minimum four (4) hour payment the higher overtime earnings would apply.
Q.3. If a crew in the twenty-five (25) mile zone is delayed in bringing the train into the origin terminal so that it does not have time to go to the destination terminal, what will happen to the crew?
A.3. If the crew has operated back through the origin terminal, they will be transported to the destination terminal, unless emergency conditions prevent such, and be paid district miles and a minimum of four (4) hours at the pro rata rate.
Q.4. In regards to Question 3 above. What happens if a crew in the twenty-five (25) mile zone is delayed and does not depart the origin terminal a second time?
A.4. If the origin terminal is the home terminal, the crew will be released at the origin terminal, paid a basic day, and a minimum of four (4) hours at the pro rata rate. If the origin terminal is the away terminal, the crew will be paid under the twenty-five mile provisions for the work in the zone and deadheaded in combination deadhead/service to the destination terminal.
Q.5. In regards to Question 2 above, what happens if a crew in the twenty-five (25) mile
zone is delayed and spends more than eight (8) hours in the zone before returning

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to the origin terminal? Is the answer to Question 2 above intended to deny payment of overtime for time spent in excess of eight (8) hours in the twenty-five (25) mile zone?
A.5. No, if a crew spends more than eight (8) hours in the twenty-five (25) mile zone, overtime would apply for all such time in excess of eight (8) hours in the zone.
Q.6. Is it the intent of this agreement to use trainmen beyond the 25-mile zone?
A.6. No.

Q.7. May the twenty-five (25) mile zone be used for inbound road crews to operate up
to 25 miles past their destination terminal?
A.7. No, The 25-mile zone provisions apply to outbound crews at their origin terminal

only, and under no circumstances do such provisions apply to an arriving crew at
their destination terminal.
Q.8. What is intended by the words "at the basic pro rata through freight rate" as used
in Article I?
A.8. Payment would be at the high (unfrozen) through freight rate of pay which is

applicable to the service portion to the trip.
Q.9. How will initial terminal delay be determined when performing service as outlined above?
A.9. Initial terminal delay for trainmen entitled to such payments will be governed by the applicable collective bargaining agreement and will not commence when a crew operates back through the on-duty point. Operation back through the on-duty point shall be considered as operating through an intermediate point.
Q. 10. At locations common to other hubs, such as Wichita and Winfield, etc., is it understood that the right of a crew to reach out 25 miles beyond the terminal to provide Hours of Service relief under the 25-mile zone provisions of this Agreement are dependent upon reciprocal 25-mile zone agreements in those hubs?
A.10. Yes.
Q.11. When a crew is used for hours of service relief at the away-from-home terminal pursuant to this Agreement may they be used to provide relief for more than one train?
A.11. No, when the crew returns to the away-from-home terminal after performing hours of service relief (on only one train) they will stand first out upon arrival subject to rest and they shall next be either deadheaded or perform actual service to the home terminal.
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ARTICLE II - SENIORITY CONSOLIDATIONS
Q.1. How shall the seniority of employees on an inactive roster pursuant to previous UP merger agreements be handled?
A.1. They will not be canvassed at time of roster formulation, and the inactive roster shall continue to be maintained. In the event they return to active service in the future, they shall at that time be afforded a seniority slot on the active roster to which they are attached. If their former roster was split between hubs or prior rights zones, they will at time of return be required to make an election of seniority rights placement.
Q.2. What "existing agreement provisions" govern in this hub with regard to forcing prior rights trainmen outside their prior rights territory?
A.2. The parties have agreed to use the date of June 27,1997, the date of the previous Salina Hub Agreement, as the governing date. In other words, employees with a seniority date on or before June 27,1997, may not be forced to protect service outside the territory comprehending their prior rights zone under this Agreement. This application shall have no effect upon or may not be cited concerning the application of the UPED collective bargaining agreement elsewhere on Carrier's system.
ARTICLE III - EXTRA BOARDS
Q. 1. Will extra boards established under this section be confined to protecting extra work exclusively within the zone in which established?
A.1. Except where specifically provided, all extra boards will only protect extra work within one zone. After implementation, should the Carrier desire to establish extra boards which protect extra work in more than one zone, this will be done pursuant to the existing collective bargaining agreement, and the parties must reach agreement as to how trainmen from the zones involved will be allowed to exercise seniority to such extra board(s). Failure to reach such agreement, common seniority will be used.
Q.2. Are these guaranteed extra boards?
A.2. The provisions of the designated collective bargaining agreement shall apply.
ARTICLE IV - APPLICABLE AGREEMENTS
Q.1. When the Merger Implementing Agreement becomes effective what happens to existing claims previously submitted under the prior agreements?
A.1. The existing claims shall continue to be handled in accordance with the former agreements and the Railway Labor Act. No new claims shall be filed under those former agreements once the time limit for filing claims has expired.
Q.2. Will a trainman gain or lose vacation benefits as a result of the merger?
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A.2. SSW trainmen will retain the number of weeks vacation earned from the 1998 and 1999 that they would have earned under their previous vacation agreement. The pay for such vacation shall be pursuant to the 'designated CBA. Beginning with the 2000 calendar year they will be treated as if they had always been a UP trainman and will earn identical vacation benefits as a UP trainman who had the same hire date and same work schedule.
Q.3. When the .agreement is implemented, which vacation agreement will apply?
A.3. The vacation agreements used Jo schedule vacations for 1998 will be used for the
remainder of 1998 and in 1999.

Q.4. Will personal leave be applicable to SSW trainmen in 1998?
A.4. Personal leave days for SSW trainmen will apply effective January 1, 1999. The
number of personal leave days applicable to SSW trainmen in 1998 will be prorated
based upon actual implementation date.
ARTICLE VII - PROTECTIVE BENEFITS AND OBLIGATIONS
Section A:

Q.I. How will test period earnings be calculated for employees returning to service
following extended absence (a period of one year or more)?
A.1. Their test period earnings will be the average of the test period earnings of the two

(2) employees next junior and two (2) employees next senior to such individual
returning to service, in the same class of service.
Q.2. How does the Carrier calculate test period earnings if, during the last twelve (12) months, an employee has missed two (2) months compensated service?
A.2. The Carrier will go back fourteen (14) months (or however many months necessary) to calculate the test period earnings based on twelve (12) months compensated service.
Q.3. How will an employee be advised of his test period earnings?
A.3. Test periods will be furnished to each individual and their appropriate General
Chairman.

Q.4. An employee is off one or more days of a month in the test period account of an on-
duty personal injury. Will that month be used in computing test period averages?
A.4. Yes, if the employee performed other compensated service during the month.

Q.5. Is vacation pay received during the test period considered as compensation?
A.5. Yes.

Q.6. How is length of service calculated?
A.6. It is the length of continuous service an employee has in the service of the Carrier, as defined in the Washington Job Protection Agreement of 1936.
Q.7. If an employee has three years of engine service and three years of train service,
how many years of protection will they have?
A.7. Six.

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Q.8. How will employees know which jobs are higher rated?
A.8. The Carrier will periodically post job groupings identifying the highest to lowest paid jobs.
Q.9. Will specific jobs be identified in each grouping?
A.9. Pools, locals and extra boards, with different monetary guarantees, may be identified separately but yard jobs and road switchers will not be.
Q.10. What rights does an employee have if he is already covered under labor protection provisions resulting from another transaction?
A.10. Section 3 of New York Dock permits employees to elect which labor protection they wish to be protected under. By agreement between the parties, if an employee has three years remaining due to the previous implementation of I nterdivisional Service the employee may elect to remain under that protection for three years and then switch to the number of years remaining under New York Dock. If an employee elects New York Dock then he/she cannot later go back to the original protection even if additional years remain. It is important to remember that an employee may not receive duplicate benefits, extend their protection period or count protection payments under another protection provision toward their test period average for this transaction.
Q.11. Will the Carrier offer separation allowances?
A. 11. The Carrier will review its manpower needs at each location and may offer separation allowances if the Carrier determines that they will assist in the merger implementations. Article I Section 7 of New York Dock permits an employee that is "dismissed" as defined bv New York Dock to request a separation allowance within seven days of his/her being placed in dismissed status in lieu of all other benefits.
Q. 12. Does an employee who elects to exercise his seniority outside the Salina Hub and not participate in the formulation of rosters for the new Salina Hub qualify for wage protection?
A.12. The certification agreed to under Article VII applies only to those employees who are slotted on the newly formed Salina Hub rosters.
Section B:
Q.1. Who is required to relocate and is thus eligible for the allowance?
A.1. A trainman who can no longer hold a position at his location and must relocate to
hold a position as a result of the merger. This excludes trainmen who are borrow
cuts or forced to a location and released.
Q.2. Are there mileage components that govern the eligibility for an allowance?
A.2. Yes, the employee must have a reporting point farther than his old reporting point
and at least 30 miles between the current home and the new reporting point and at
least 30 miles between reporting points.
Q.3. Can you give some examples?
A.3. The following examples would be applicable.
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Q.8. How will employees know which jobs are higher rated?
A.8. The Carrier will periodically post job groupings identifying the highest to lowest paid jobs.
Q.9. Will specific jobs be identified in each grouping?
A.9. Pools, locals and extra boards, with different monetary guarantees, may be identified separately but yard jobs and road switchers will not be.
Q.10. What rights does an employee have if he is already covered under labor protection provisions resulting from another transaction?
A.10. Section 3 of New York Dock permits employees to elect which labor protection they wish to be protected under. By agreement between the parties, if an employee has three years remaining due to the previous implementation of Interdivisional Service the employee may elect to remain under that protection for three years and then switch to the number of years remaining under New York Dock. If an employee elects New York Dock then he/she cannot later go back to the original protection even if additional years remain. It is important to remember that an employee may not receive duplicate benefits, extend their protection period or count protection payments under another protection provision toward their test period average for this transaction.
Q.11. Will the Carrier offer separation allowances?
A. 11. The Carrier will review its manpower needs at each location and may offer separation allowances if the Carrier determines that they will assist in the merger implementations. Article I Section 7 of New York Dock permits an employee that is "dismissed" as defined by New York Dock to request a separation allowance within seven days of his/her being placed in dismissed status in lieu of all other benefits.
Q. 12. Does an employee who elects to exercise his seniority outside the Salina Hub and not participate in the formulation of rosters for the new Saiina Hub qualify for wage protection?
A.12. The certification agreed to under Article VII applies only to those employees who are slotted on the newly formed Salina Hub rosters.
Section B:
Q.1. Who is required to relocate and is thus eligible for the allowance?
A.1. A trainman who can no longer hold a position at his location and must relocate to
hold a position as a result of the merger. This excludes trainmen who are borrow
outs or forced to a location and released.
Q.2. Are there mileage components that govern the eligibility for an allowance?
A.2. Yes, the employee must have a reporting point farther than his old reporting point
and at least 30 miles between the current home and the new reporting point and at
least 30 miles between reporting points.
Q.3. Can you give some examples?
A.3. The following examples would be applicable.
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Example 1: Trainman A lives 80 miles east of Wichita and works a yard assignment at Hutchinson. As a result of the merger he is assigned to a yard job at Wichita. Because his new reporting point is closer to his place of residence no relocation allowance is given.
Example 2: Trainman B lives 35 miles east of Herington and goes on duty at the
... SP yard office in Herington. As a result of the merger he goes on
duty at the UP yard office in Herington which is one mile away. No
allowance is given.

Example 3: Trainman C lives in Pratt and is unable to hold an assignment at that location and must place on an assignment at Herington. The employee meets the requirement for an allowance and whether he is a homeowner, a homeowner who sells their home or a non-homeowner determines the amount of the allowance.
Example 4: Trainman D lives and works in yard service in Hutchinson, and can hold an assignment in Hutchinson, after merger implementation, but elects to place on a road switcher/zone local at Herington. Because the employee can hold in Hutchinson, no allowance is given.
Q.4. Why are there different dollar amounts for non-home owners and homeowners?
A.4. New York Dock has two provisions covering relocating. One is Article I Section 9 Moving expenses and the other is Section 12 Losses from home removal. The $10,000 is in lieu of New York Dock moving expenses and the additional $10,000 or $20,000 is in lieu of loss on sale of home.
Q.5. Why is there a set amount offered on loss on sale of home?
A.5. It is an in lieu of amount. Trainmen have an option of electing the in lieu of amount or claiming New York Dock benefits. Some people may not experience a loss on sale of home or may not want to go through the procedures to claim the loss under New York Dock.
Q.6. What is loss on sale of home for less than fair value?
A.6. This refers to the loss on the value of the home that results from the Carrier implementing this merger transaction. In many locations the impact of the merger may not affect the value of a home and in some locations the merger may affect the value of a home.
Q.7. Can you give an example?
A.7. Prior to the merger announcement a home was worth $60,000. Due to numerous employees transferring from a small city the value drops to $50,000. Upon approval of the sale by the Carrier employee is entitled to $10,000 under Section 12 and the expenses provided under Section 9, or the owner can claim the in lieu of amount of $30,000.
Q.8. If the parties cannot agree on the loss of fair value what happens?
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A.8. New York Dock Article I Section 12 (d) provides for a panel of real estate appraisers to determine the value before the merger announcement and the value after the merger transaction.
Q.9. What happens if an employee sells a home valued at $50,000 for $20,000 to a family
member?.
A.9. That is not a bona fide sale and the employee would not be entitled to either an in

lieu of payment or a New York Dock payment for the difference below the fair value.
Q. 10. What is the most difficult part of New York Dock in the sale transaction?
A. 10. Determining the value of the home before the merger transaction. While this can be
done through the use of professional appraisers, many people think their home is
valued at a different amount.
ARTICLE VIII - CREW CONSIST
Q.1. Under Article VILA., will employee protection payments be offset by productivity fund payments under Crew Consist?
A.1. Yes. Those SPCSL and SSW employees whose seniority date makes them eligible to participate in the productivity fund under the UP (MPUL) Crew Consist Agreement shall have their TPA's reduced by an amount equivalent to the crew consist allowances which were being received by them on a daily basis under their pre-merger agreements. The parties will meet to establish a simplified method for calculating this offset.
ATTACHMENT "B"
Q.1. Why are certain mileages, and especially different mileages for runs to different yards in the consolidated terminal, not listed?
A.1. This Attachment is not all-inclusive and is only intended to give illustrations of the most common runs. It does not take into account or consider the appropriate "gap miles", if any, which may apply within the terminal under national agreement rules.
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