III THROUGH FREIGHT POOL OPERATIONS

A.       Zone 2

Pool Freight in Zone 2 will be governed by applicable Northwest District (Oregon) collective bargaining agreement rules, subject to the following:

1.       Spokane - Eastport

Pool freight service between Spokane and Eastport may be operated with a conductor-only crew in accordance with the provisions of existing Northwest District (Oregon) Crew Consist Agreements, including the Conductor-Only Agreement.

NOTE:         The provisions of Side Letter No. 16 of the Northwest District (Oregon) Conductor-Only Crew Consist
Agreement requiring use of brakemen between Spokane and Eastport is, effective with the
implementation of this Agreement, automatically terminated and of no future force or effect.

2.       Spokane - Hinkle

a.        The current Spokane - Hinkle freight service is Assigned Through Freight Service. On implementation of this agreement, Carrier may establish a pool freight service to operate between Spokane, Washington, and Hinkle, Oregon. Such Pool Service will replace the present assigned service. Spokane will be the home terminal for this pool.

b.       Hinkle will be retained on a temporary basis as the home terminal for the former Oregon 4th Seniority District trainmen listed on Attachment "B", who will continue to work out of Hinkle, until one of the following occurs:

(i)       All the employees identified on Attachment "B" have either attrited (severed their employment relationship with Carrier) or have had their names removed from Attachment "B" in accordance with Paragraph 2.d.(v), below.

(ii)      All "Hinkle" positions in the Spokane - Hinkle through freight pool are permanently held by Zone 2 trainmen not listed on Attachment "B"; or

The expiration of six (6) years from the date this Agreement is implemented. At that time, any Spokane - Hinkle pool assignments remaining at Hinkle will be bulletined and assigned out of Spokane. Spokane will continue to be the home terminal of the Spokane-Hinkle pool. Former Oregon 4th District trainmen/yardmen will retain their Hinkle-North sub-zone and Zone 2 seniority roster standing and'rights.

e.        Existing Northwest District (Oregon Division) Agreement provisions governing assignment and allocation of work between the Oregon 4th (48%) and 5th (52%) Seniority District trainmen for the Spokane-Hinkle run will, subject to the provisions of this Agreement, be retained and continue to apply until such time as Hinkle ceases to be a home terminal for the Attachment "B" employees. Such work allocations will no longer be based on miles; but instead on the number of turns or assignments in the Pool.

d.       (i) Only trainmen identified on Attachment "B" will have the right to exercise their seniority to, and will be obligated to protect, "Hinkle" positions in this pool. Employees holding seniority on the Zone 2 master roster or the Hinkle-North sub-zone roster not listed on Attachment "B" are not eligible to exercise their seniority to "Hinkle" positions in this pool.

(ii)      The home terminal for the Attachment "B" employees working in this pool and assigned to the "Hinkle" positions will be at Hinkle as set forth above.

(iii)     A permanent vacancy on a "Hinkle" (Spokane - Hinkle) pool position not filled or protected by an employee identified on Attachment "B" will be filled by application at Spokane in accordance with applicable Agreement provisions.

(iv)     Temporary vacancies on "Hinkle" positions in the Spokane - Hinkle through freight pool will be protected by the Walla Walla extra board until such time as Hinkle ceases to be a home terminal. If the Walla Walla extra board is exhausted, or the Walla Walla extra board has been attrited, temporary vacancies on "Hinkle" positions will be protected by the Hinkle Road extra board.

(v)      A trainman identified on Attachment "B" who voluntarily exercises his or her seniority to a position outside the territory comprising the former Oregon 4th Seniority District and does not exercise his or her rights to an available "Hinkle" (Spokane - Hinkle) Pool position shall automatically and permanently forfeit all rights to the "Hinkle" pool positions.

NOTE 1:       This Paragraph (v) shall apply only to the first trainman on Attachment "B" who would have been the successful bidden/applicant had he or she submitted such bid or application and not to other junior trainmen listed on Attachment "B." Such employee will not, however, forfeit these rights in the "Hinkle" pool position/vacancy is filled by another employee listed on Attachment "B".

NOTE 2: It is the parties' intent that an employee identified on Attachment "B" shall retain the right to the "Hinkle" positions in this pool until such time as he or she attrites, his or her name is removed from Attachment "B" pursuant to this Paragraph (vi) or upon expiration of six years from the date this Agreement is implemented.

(vi)      Regulation of this pool will be based on the mileage regulating factors of the Northwest District (Oregon Division) Agreement. All work allocations or percentages specified in the Interdivisional Service Agreements for division of work between the 4th and 5th Seniority Districts will terminate at such time as Hinkle ceases to be a home terminal for the Attachment "B" employees.

(vii)     Recognizing the ebbs and flows of business in this territory, the parties acknowledge that the "Hinkle" pool positions will be reestablished as it is necessary to meet Carrier's commitment to employees listed on Attachment "B".

e.       A trainman identified on Attachment "B" who elects, pursuant to this Agreement, to permanently relocate to Spokane will relinquish the prior rights established pursuant to Article II, Section A, Paragraph 4.e. of this Agreement. In other words, the employee who chooses to accept relocation on implementation will not retain any right to exercise seniority to "Hinkle" pool positions retained by other Attachment "B" employees; however said employee will retain all Hinkle North sub-zone and Zone2 master seniority roster rights.

3.        LaGrande - Nampa

a.        LaGrande will be the home terminal, except that Nampa will be retained as a home terminal for those Idaho Seniority District employees listed on Attachment "A" until such time as one of the conditions set forth in Paragraph 3.b.(i), below, is met.

b.        Work allocations between the former Oregon 3rd Seniority District and former Idaho Seniority District (Nampa) trainmen will, subject to the provisions of this Agreement, be retained and continue to apply to the LaGrande - Nampa through freight pool operation until such time as Nampa ceases to be a home terminal for this run. However such work allocations will no longer be determined on the basis of miles.

(i)       Nampa will permanently cease to be a home terminal when one of the following occurs:

(a)      The employees identified on Attachment "A" have either attrited (severed their employment relationship with Carrier) or have had their names removed from Attachment "A" in accordance with Article III, Section A, Paragraphs 3.b.(iv). and (v); or

(b)      All "Nampa" positions in the LaGrande - Nampa through freight pool are permanently held by Zone 2 trainmen.

(ii)      Only trainmen identified on Attachment "A" who do not relocate to Zone 2 may exercise their seniority to, and will be obligated to protect, "Nampa" positions in this pool. Employees holding seniority on the Zone 2 master roster or on the Zone 3 master roster but not listed on Attachment "A" are not eligible to exercise their seniority to "Nampa" positions in this pool.

(iii)     The home terminal for employees assigned to "Nampa" positions in this pool will be at Nampa. The right or obligation of employees identified on Attachment "A" to hold the "Nampa" positions in this pool will be subject to their obligations to protect other assignments as set forth elsewhere in Article III, Section A, Paragraph 3.

(iv)     An employee identified on Attachment "A" who voluntarily exercises his or her seniority to a position for which Nampa is not the source of supply - i.e., to a position in the Salt Lake Hub or east of Glenn's Ferry in Zone 3 - shall automatically and permanently forfeit all rights to the "Nampa" pool positions.

(v)      An employee identified on Attachment "A" who is assigned to a position for which Nampa is not the source of supply and does not exercise his or her seniority to a "Nampa" position in the LaGrande -Nampa pool shall automatically and permanently forfeit all rights to the "Nampa" pool positions. Such employee will not, however, forfeit these rights if the "Nampa" position/vacancy is filled by another employee listed on Attachment "A".

NOTE:         This Paragraph (v) shall apply only to the single trainman listed on Attachment "A"
who would have been the successful bidder/applicant had he or she submitted
such bid or application and not to other junior trainmen listed on Attachment "A."

(vi)     A "Nampa" pool position not filled by an employee listed on Attachment "A" will be filled as a new position at LaGrande in accordance with applicable Northwest District (Oregon Division) Agreement provisions.

NOTE 1: If a "Nampa" position in this pool is not filled by an employee listed on Attachment "A" and the position is, pursuant to this Paragraph (vi), to be filled at LaGrande by a Zone 2 employee, Carrier may delay filling the unfilled "Nampa" pool position at LaGrande for up to a maximum of forty-eight (48) hours; if there are Attachment "A" employees on the "Bump Board" at Nampa who may place to the "Nampa" pool assignment.

NOTE 2: It is the parties' intent that an employee identified on Attachment "A" shall retain the right to the "Nampa" positions in this pool until such time as he or she terminates his or her employment relationship with Carrier, or his or her name is removed from Attachment "A" in accordance with provisions set forth in this Agreement.

(vii)     Trainmen identified on Attachment "A" will be required to protect all other assignments and vacancies in the area for which Nampa is the source of supply (including the extra board at Nampa) prior to protecting "Nampa" positions in the LaGrande - Nampa pool. Absent a bid, request or application for placement on such position, the junior trainman holding a "Nampa" position in the LaGrande-Nampa pool may be removed from his or her position and placed on such other assignment. "Nampa" positions vacated pursuant to this Paragraph (vii) to fill other assignments will be filled/protected at LaGrande by Zone 2 trainmen. When removed from a "Nampa" position in this pool to protect other Nampa area positions, the employee will, for purposes of applying New York Dock, be considered as having occupied the highest paying assignment.

(viii)    Regardless of the number of positions in the LaGrande - Nampa pool, apportionment of work between the Oregon 3rd Seniority District and Idaho Seniority District shall not result in assignment of more than twenty (20) employees identified on Attachment "A" to "Nampa" positions.

(ix)     Temporary vacancies on "Nampa" positions in the LaGrande - Nampa pool will be protected by the Nampa extra board until such time as Nampa ceases to be a home terminal for this pool or the Nampa extra board is exhausted. In such case, the LaGrande extra board shall be used to fill the vacancy.

e.        For each Idaho Seniority District trainman identified on Attachment "A" who elects, pursuant to this Agreement, to permanently relocate to Zone 2, one (1) "Nampa" position in the LaGrande - Nampa pool will be permanently transferred to LaGrande (Zone 2). In concert therewith, the work allocation/number of positions in this pool designated as "Nampa" positions will be correspondingly reduced and the applicable pool pro ration percentage will also be reduced proportionately.

d.       (i) Regulation of this pool will, except as set forth herein, be conducted in accordance with applicable Northwest District (Oregon) Agreement rules. UTU will designate one (1) representative who will be responsible for monitoring and determining necessary pool adjustments and coordinating such adjustments with appropriate Carrier representatives. UTU's representative will perform such duties for both home terminals in this pool until Nampa is eliminated as a home terminal.

(ii)      Regulation of this pool will be based on the mileage regulating factors of the Northwest District (Oregon Division) Agreement. The existing work allocations between Nampa and LaGrande will no longer be used in this pool. The work allocation percentages specified in the Interdivisional Service Agreements, as modified by Paragraph e, above, will be used to determine the number of pool turns to be assigned to LaGrande or Nampa, respectively until Nampa ceases to be a home terminal in accordance with this Implementing Agreement.

B.       ZONE 3

The terms and conditions of existing Zone 3 interdivisional freight runs remain unchanged, except as modified by this Agreement.