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Road Freight Agreement

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					          AGREEMENT

               Between



THE COLORADO AND SOUTHERN
   RAILWAY COMPANY AND
        Its Employees

           Represented By



UNITED TRANSPORTATION UNION


      Effective September 1, 1980
                                          INDEX


SUBJECT                                           RULE   PAGE
Assignments, Yard                                 59     38
Attending Court or Inquest                        74     51
Application for Employment                        79     53
Approval of Interpretation                        89     65
Basic Day
          Road                                     1      1
          Yard                                    47     29
Beginning and Ending of Day
          Road                                     3      2
          Yard                                    52     36
Bereavement Leave                                 84     56
Brakemen's Extra Board                            43     24
Caboose, Pooling                                  33     18
Caboose, Switching                                34     19
Cabooses, Yard                                    65     41
Calculating Assignments and Meals, Yard           57     37
Called and Not Used, Road                         22     13
Calling Trainmen                                  26     14
Chaining Cars, Handling Hose, Yard                55     37
Chain-Gang Crews, 4000 Miles                      30     16
Cheyenne Switchers                                13      8
Combination Road-Yard Service Zones               82     55
Complaints                                        72     47
Copy of Agreement                                 88     64
Copy Train Orders                                 40     23
Coupling Air, Road                                42     24
Crew Consist, Road                                29     16
Deadheading                                       23     14
Definition of Local or Way Freight                18     11
District Rights                                   27     15
Discipline                                        73     47
Doubling Hills                                     8      4
Duration of Agreement                             91     65
Electric Lantern                                  75     51
Emergency Short Trips                              7      4
Emergency Side or Lap-back Trips                   6      3
Expenses - Away from Home                         78     53
Final Terminal Delay - Freight                    11      6
First In, First out                               25     14
Five Day Work Week, Yard                          50     29
Footboard Yardmasters                             49     29
Fort Collins                                      12      7

                                            i
                                          INDEX (Cont.)

SUBJECT                                                   RULE        PAGE
Free Transportation                                       39          22
General Rules                                                         44
Guarantee of Regular Assigned Local                              19          12
Held at Other Than Home Terminal                          16          10
Helper Service, Pueblo                                    28          15
Hours of Service
         Road                                             20          12
         Yard                                             66          41
Incorrect Time Slips                                      70          46
Initial Terminal Delay - Freight                          10           5
Jury Duty                                                 77          49
Lay Over Days - Local and Road Switcher                   38          22
Leadville - Climax Local                                  14           9
Leave of Absence                                          69          46
Light Runs                                                24          14
Lunch Time - Yard                                         56          37
Meal Allowance - Road                                     17          11
Money Differentials                                                    X
More Than One Class of Service                             2           1
Number of Employees In Crew - Yard                        58          37
Other Service - Yard                                      53          36
Paid Holidays
         Road                                             46          27
         Yard                                             67          41
Passenger Service                                                      1
Pilots
         Road                                             31          17
         Yard, Denver                                     63          40
Promotion to Conductor                                    32          17
Rates of Pay Road                                         1-A          1
                Yard                                      48          29
Reduction in Crews - Yard                                 61          38
Reporting for Duty at Outlying Points                     37          22
Release Between Terminals                                 21          13
Road Switcher                                             44          25
Road Yard Movements                                       81          51
Self Propelled Machines                                   76          48
Seniority List                                            86          62
Seniority Retained                                        87          62
Seniority and Reduction of Force                          68          44
Service Entry Rates                                       80          50
Service Letter                                            90          62
Southern Division - Freight Service                       41          23


                                               ii
                                        INDEX (Cont.)
SUBJECT                                                     RULE
     PAGE

Starting Time - Yard                                        60     38
Switching Limits - Denver - Trinidad                        83     52
Switching or Loading Stock at Terminals                      9       4
Table, Freight Overtime                                            vii
Table, Overtime Expressed in Miles                                 viii
Table, Tabulation of Mileage                                        ix
Time for Meals - Road                                       35     19
Time Limit on Claims                                        71     46
Turnaround Trips                                             4       3
Turnaround Trips - Far Terminal                              5       3
Unit Gravel Train                                           45     26
Vacancies
        Road                                                36     19
        Yard                                                62     38
Vacations                                                   85     53
Work Outside Yard Limits - Yard                             54     36
Work Train Service - Yard                                   64     40
Work, Wreck and Snow Plow Service - Road                    15      9
Yardmasters Rules and Rates of Pay                                 97
Yardmen's Extra Board                                       51     36


                                        APPENDICES

SUBJECT                                                 APPENDlX
        PAGE
Authorized " Lay Offs'                                       1     63
Union Membership                                             2     63
Dues Deduction Agreement                                     3     66
Remaco Industrial Spur                                       4     70
Retirement at Age 70                                         5     71
Yardmen Laying Off and Missing Calls                         6     72
Yardmen Displacing on Holidays                               7     73
Extended Seniority - Road-Yard                               8     73
Extended Seniority - Conductors                              9     79
Split Vacations -Yardmen                                    10     80
Exercise of Seniority onto Vacation
        Vacancies - Yard                                    11     81
Split Vacations - Road                                      12     83
Filling Vacation Vacancies - Road                           13     84
Calling Extra Men for Outside Jobs                          14     86
Reporting for Duty on Outside Jobs                          15     86
Coordination Agreement (Denver Yards)                       16     87

                                             iii
                                        INDEX (Cont.)

SUBJECT                                                     RULE   PAGE

Leadville Hold Down                                         17     93
Suitable Lodging                                            18     94
No Runaround Agreement                                      19     96


                                  INDEX - YARDMASTERS

SUBJECT                                                     RULE
     PAGE

Preamble                                                            97
Scope                                                        1      97
Assignments                                                  2      97
Rates of Pay                                                 3      97
Daily Rates of Pay                                           4      98
Five Day Work Week                                           5      98
Vacations                                                    6     101
Vacancies                                                    7     101
Reduction in Force                                           8     101
Leave of Absence - Seniority Retained -
       Time Limits on Claims - Discipline                    9     101
Duration of Agreement                                       10     101


                                        APPENDICES

SUBJECT                                                 APPENDlX
     PAGE

Coordination Agreement                                       1     102




                                             iv
                                           FOREWORD

       This book contains agreements between the Colorado and Southern Railway Company and the
United Transportation Union representing trainmen, yardmen and yardmasters employed there-on
categorized as follows:

       Agreements dated November 1, 1957 and April 1, 1970, respectively, as amended.

       Local Memoranda, Agreements, Bulletins, etc.

       Special National Agreements, Arbitration Awards, etc.

        The Road Conductors Agreement of November 1, 1957, the Trainmens Agreement of May 1,
1924 and the Yardmen and Yardmasters Agreements of April 1, 1970, are reproduced as in the
original. Any rule herein that has been affected by local Memoranda or National Agreement has been
annoted to show how it was affected. In the case of modification, that part of a rule that conflicts
with the modification, has been deleted and the modification shown.
        The Special National Agreements, Arbitration Awards, etc. are reproduced verbatim.

        The material between the covers is intended to give employees the same finalized agreement
that is contained in the original which is part of the files of the General Committee of Adjustment
and the Colorado and Southern Railway. It is noteworthy to mention that regardless of how patent an
agreement may be, the General Chairman is the only one endowed to place an interpretation in behalf
of the organization.

       The special National Agreements, Arbitration Awards, etc. are reproduced verbatim. The
following:

       (1)     National Vacation Agreement effective April 1, 1949 and amendments.

       (2)     Mediation Agreement dated April 5, 1957 regarding paid Holidays, and

       (3)     Article VII - Cost of Living Adjustment

       (4)     Expenses Away From Home Article 11, Section 2, of the June 25, 1964 Agreement

are subject to constant changes and will be produced periodically on the property in the form of an
insert.

       Reference herein made to the former Order of Railway Conductors and Brakemen,
Brotherhood of Railroad Trainmen and Switchmens Union of North America prior to January 1,
1969, as noted on various Memoranda, National Agreements, Arbitration Awards, will thereafter be
known as the United Transportation Union, the representative organization of trainmen, yardmen and
yardmasters employed by the Colorado and Southern Railway Company.



                                                  V
                                           DEFINITIONS

      The word "Trainmen" as used in this agreement, unless specifically qualified, refers to
conductors, brakemen and flagmen (male & female) employed in road service.

      The word "Yardmen" as used in this agreement, unless specifically qualified, refers to
foremen, helpers, yardmasters (male & female) employed in yard service.

       The term "Yardmasters" as used in this Agreement shall apply to positions having supervision
under the terminal trainmaster or assisant terminal trainmaster.

       The term"Assistant Yardmaster" as used in this Agreement shall apply to positions reporting
to yardmasters.




                                                 vi
                                            TABLE

Time after which overtime accrues on runs 101 to 200 miles computed in hours and minutes on a
speed basis of 12 1/2 miles per hour.

                                    OVERTIME ACCRUES

      AFTER                  AFTER                   AFTER                AFTER
On                   On                   On                      On
Miles Hrs. Mins      Miles   Hrs.    Mins Miles      Hrs.   Mins. Miles   Hrs.   Mins
101 8      5         126     10     5     151        12       5   176     14       5
102 8      10        127     10     10    152        12     10    177     14     10
103 8      14        128     10     14    153        12     14    178     14     14
104 8      19        129     10     19    154        12     19    179     14     19
105 8      24        130     10     24    155        12     24    180     14     24
106 8      29        131     10     29    156        12     29    181     14     29
107 8      34        132     10     34    157        12     34    182     14     34
108 8      38        133     10     38    158        12     38    183     14     38
109 8      43        134     10     43    159        12     43    184     14     43
110 8      48        135     10     48    160        12     48    185     14     48
111 8      53        136     10     53    161        12     53    186     14     53
112 8      58        137     10     58    162        12     58    187     14     58
113 9        2       138     11       2   163        13       2   188     15       2
114 9        7       139     11       7   161        13       7   189     15       7
115 9      12        140     11     12    165        13     12    190     15     12
116 9      17        141     11     17    166        13     17    191     15     17
117 9      22        142     11     22    167        13     22    192     15     22
118 9      26        143     11     26    168        13     26    193     15     26
119 9      31        144     11     31    169        13     31    194     15     31
120 9      36        145     11     36    170        13     36    195     15     36
121 9      41        146     11     41    171        13     41    196     15     41
122 9      46        147     11     46    172        13     46    197     15     46
123 9      50        148     11     50    173        13     50    198     15     50
124 9      55        149     11     55    174        13     55    199     15     55
125 10     ---       150     12     ---   175        14     ---   200     16     ---




                                               vii
                                                                        TABLE

Showing time and one-half for overtime (18 3/4 miles per hour) expressed in miles from 3 minutes to 8 hours, inclusive.

       ON                    ON                    ON                     ON                    ON                    ON
Hrs.   Mins. Miles Hrs.      Mins. Miles Hrs.      Mins. Miles Hrs.       Mins. Miles Hrs.      Mins. Miles Hrs.      Mins. Miles

 -      3      1      1      23      26     2      43      51     4        3      76     5      23     101     6      43    126
 -      6      2      1      26      27     2      46      52     4        6      77     5      26     102     6      46    127
 -     10      3      1      30      28     2      50      53     4       10      78     5      30     103     6      50    128
 -     13      4      1      33      29     2      53      54     4       13      79     5      33     104     6      53    129
 -     16      5      1      36      30     2      56      55     4       16      80     5      36     105     6      56    130
 -     19      6      1      39      31     2      59      56     4       19      81     5      39     106     6      59    131
 -     22      7      1      42      32     3        2     57     4       22      82     5      42     107     7        2   132
 -     26      8      1      46      33     3        6     58     4       26      83     5      46     108     7        6   133
 -     29      9      1      49      34     3        9     59     4       29      84     5      49     109     7        9   134
 -     32     10      1      52      35     3      12      60     4       32      85     5      52     110     7      12    135
 -     35     11      1      55      36     3      15      61     4       35      86     5      55     111     7      15    136
 -     38     12      1      58      37     3      18      62     4       38      87     5      58     112     7      18    137
 -     42     13      2       2      38     3      22      63     4       42      88     6       2     113     7      22    138
 -     45     14      2       5      39     3      25      64     4       45      89     6       5     114     7      25    139
 -     48     15      2       8      40     3      28      65     4       48      90     6       8     115     7      28    140
-      51     16      2      11      41     3      31      66     4       51      91     6      11     116     7      31    141
 -     54     17      2      14      42     3      34      67     4       54      92     6      14     117     7      34    142
 -     58     18      2      18      43     3      38      68     4       58      93     6      18     118     7      38    143
 1      1     19      2      21      44     3      41      69     5        1      94     6      21     119     7      41    144
 1      4     20      2      24      45     3      44      70     5        4      95     6      24     120     7      44    145
 1      7     21      2      27      46     3      47      71     5        7      96     6      27     121     7      47    146
 1     10     22      2      30      47     3      50      72     5       10      97     6      30     122     7      50    147
 1     14     23      2      34      48     3      54      73     5       14      98     6      34     123     7      54    148
 1     17     24      2      37      49     3      57      74     5       17      99     6      37     124     7      57    149
 1     20     25      2      40      50     4       -      75     5       20      100    6      40     125     8       -    150

                                                                           viii
                                                                                             MILEAGE




                                                                                                                              Overtime
                                                                                                               Miles            After
         District                               Between                      And                        Trip            Allowed       Hours Mins.

Wyoming.............................Cheyenne Jct................Guernsey..............Single                   130            10     24
Ft. Collins............................Ft. Collins.....................Cheyenne.............Double             100             8
Ft. Collins............................Denver.........................Greeley.................Single           100             8
Ft. Collins............................Denver.........................Ft. Collins.............Single           100             8
Ft. Collins............................Denver.........................Ft. Collins.............Double           152            12     10
Ft. Collins............................Denver.........................Loveland...............Double            120             9     36
Ft. Collins............................Denver.........................Cheyenne..............Single             120             9     36
Trinidad...............................Pueblo.........................Trinidad.................Single          100             8
Trinidad...............................Pueblo.........................Mayne, Rugby,
                                                                       Lynn or Ludlow....Double                Actual
Trinidad...............................Trinidad.......................Walsenburg............Double             100             8
New Mexico........................Trinidad......................Des Moines.............Double                  200            16
New Mexico........................Trinidad......................Texline....................Single              137            10     58



                                                                                                   ix
                                       Existing Money Differentials Above Standard
                                              Freight Rates Are Listed Below

                                                          FREIGHT SERVICE

                                                                                                               Conductor      Brakemen
                                                                                                               Per Day        Per Day
                                                                                                               Of             Of
                                                                                                               100 Miles      100 Miles

Wyoming.........................................................................................................Standard     Standard
New Mexico .................................................................................................$ .24 $ .29
Fort Collins ................................................................................................. .82 .97
Clear Creek .................................................................................................. .82 .97
Trinidad ........................................................................................................ .82    .97

Trinidad - Crews making turns
      South of Pueblo .................................................................................... 1.92 1.57

                                           LOCAL OR WAY FREIGHT SERVICE

Trinidad ......................................................................................................... $1.08      $1.08
Clear Creek ....................................................................................................    1.08       1.25

New Mexico ................................................................................................        1.08        1.39
Wyoming .....................................................................................................      1.08        1.46
Fort Collins....................................................................................................   1.08        1.56

                                     WORK TRAIN AND SNOW PLOW SERVICE

Wyoming ...........................................................................................................$ .74      $ .68
New Mexico ....................................................................................................... .78          .76
Fort Collins ........................................................................................................ .88      1.04
Clear Creek ........................................................................................................ .88       1.04
Trinidad .............................................................................................................. .88    1.04
Leadville ............................................................................................................ 1.32    1.56

                                                  MISCELLANEOUS SERVICE
Southern Division
     Coal Trains (Mine Runs) ........................................................................ $1.82                    $ 1.38



                                                                           x
                                       PASSENGER SERVICE

        There is no regular passenger service on the Colorado and Southern Railway at this time,
therefore, rules and working conditions applicable to passenger service are suspended and held in
abeyance until such time passenger service is restored. Rates of pay shall then be adjusted consistent
with all increases as though passenger service had been maintained.

                                        FREIGHT SERVICE

RULE 1 - BASIC DAY AND OVERTIME

        (A)    In all road service, except passenger service, 100 miles or less, 8 hours or less
(straightaway or turnaround), shall constitute a day's work. Miles in excess of 100 will be paid for at
the mileage rates provided.

        (B)   On runs of 100 miles or less overtime will begin at the expiration of 8 hours; on runs
of over 100 miles overtime will begin when the time on duty exceeds the miles run divided by 12 1/2.
Overtime shall be paid for on the minute basis, at the rate per hour of 3/16 of the daily rate.

RULE 1-A - RATES OF PAY

       Note: Current Rates of Pay Schedules furnished by the Carrier.

RULE 2 - MORE THAN ONE CLASS OF SERVICE

        Road trainmen employed in any class of road service may be required to perform two or more
classes of road service in a day or trip subject to the following terms and conditions:
        A.      Payment:

               1.      Except as qualified by A-2 below, payment for the entire service shall be made
                       at the highest rate applicable to any class of service performed, the overtime
                       basis for the rate paid to apply for the entire trip. Not less than a minimum day
                       will be paid for the combined service.

               2.      Road trainmen in through freight and passenger service only shall receive full
                       payment for the regular day or trip based on miles or hours applicable to the
                       regular day or trip plus extra compensation on a minute basis for all additional
                       time required in the other class of road service. The rate paid both for the
                       regular trip and for the additional time shall be the highest rate applicable to
                       any class of service performed during the entire day or trip. Overtime rate
                       shall apply to the extra compensation only to the extent that the additional
                       service results in over time for the entire day or trip or adds to overtime other-
                       wise payable for hours required for the regular trip.

EXAMPLES FOR THE APPLICATION OF THIS PARAGRAPH A-2 ARE:

(a)   A Trainman in through freight service on a run of 100 miles is on duty a spread of 8 hours,
      including 2 hours of another class of road service - Employee will be paid 100 miles or 8
hours at pro rata rate for the trip plus 2 hours at pro rata rate for theother class of road service, both
      payments to be at the highest rate applicable to any class of service performed.

                                                    1
(b)   A Trainman in through freight service on a run of 100 miles is on duty a spread of 9 hours,
      including 2 hours of another class of road service - Employee will be paid 100 miles or 8
hours at pro rata rate for the trip plus 1 hour at pro rata rate and 1 hour at time and one-half for the
      other class of road service, both payments to be at the highest rate applicable to any class of
      service performed.

(c)   A Trainman in through freight service on a run of 100 miles is on duty a spread of 10 hours,
      including 2 hours of another class of road service - Employee will be paid 100 miles or 8
hours at pro rata rate for the trip plus 2 hours at time and one-half for the other class of road service,
      both payments to be at the highest rate applicable to any class of service performed.

(d)   A Trainman in through freight service on a run of 100 miles is on duty a spread of 12 hours,
      including 2 hours of another class of road service - Employee will be paid 100 miles or 8
hours at pro rata rate plus 2 hours at time and one-half for the trip plus 2 hours at time and one-half
      for the other class of road service, both payments to be at the highest rate applicable to any
      class of service performed.

(e)     A Trainman in through freight service on a run of 150 miles is on duty a spread of 10 hours,
        including 2 hours of another class of road service - Employee will be paid 150 miles or 12
               hours at pro rata rate for the trip, plus 2 hours at pro rate for the other class of road
service,       both payments to be at the highest rate applicable to any class of service performed.

B.       This rule applies to:

         1.     Unassigned and/or assigned road service.
         2.     Another class of road service regardless of when notified, whether at time called, at
                the outset of, or during the tour of duty.
         3.     Passenger service, except that helper or pusher service not a part of the regular
                passenger assignment, or wreck or work train service, should not be required except in
                emergencies.

C.       This rule does not involve the combining of road with yard service nor modify or set aside:

         1.     Lap-back or side trip rules except when a combination of service includes work,
wreck,          helper or pusher service and such movements are made in the performance of work,
                wreck, helper or pusher service.
         2.     Conversion rules (See Rule 18)
         3.     Terminal switching and/or special terminal allowance rules.

RULE 3 - BEGINNING AND ENDING OF DAY

        In all classes of service other than passenger, trainmen's time will commence at the time they
are required to report for duty and shall continue until the time they are relieved from duty. All
advance- call time Rules are superseded, and the Management may designate the time for reporting
for duty.

RULE 4 - TURN-AROUND TRIPS

        Trainmen in pool or irregular freight service may be called to make short trips or turn-arounds
with the understanding that one or more turn-around trips may be started out of the same terminal and
paid actual miles, with minimum of 100 miles for a day; provided (1) that the mileage of all the trips -
                                                   2-
does not exceed 100 miles, and (2) that men shall not be required to begin work on a succeeding trip
out of initial terminal after having been on duty 8 consecutive hours, except as a new day, subject to
the first-in and first-out rule or practice.

Question 1.    Must the crew actually leave the terminal before the expiration of eight hours?

Decision:      No, but crews should not ordinarily be required to begin work on the second or
               succeeding trip when it is apparent that the departure from the terminal will be delayed
               beyond eight hours from going on duty on initial trip.

Question 2.    In operating turn-around service under this section, may crews be turned at a terminal
               out of which other crews operate?

Decision:      Yes.

Question 3.    Where crews are called for turn-around service in what territory may they be used?

Decision:      They may be used in either or both directions out of the initial terminal in territory
                     where it is permissible to use them for other than short turn-around trips.

Question 4.    Does this section apply to crews in pusher and helper service, mine run, work trains,
               wreck trains?

Decision:      No.

RULE 5 - TURN-AROUND TRIPS - FAR TERMINAL

       (A)  Train crews will not be required to make more than one turn-around trip out of any
away-from-home-terminal and return to that terminal.

            A turn-around trip would include any service where a train crew would leave the
away-from-home-terminal and return to that terminal.

                A train crew that has made a turn-around trip will stand first out for deadheading to the
home terminal and may be used to aggregate (short rested) to home terminal if in the opinion of the
operating officer the crew has ample time to make the trip within the Hours of Service Law. Such
crews having made a turn around trip will not be called again for turn-around service unless no other
crew is rested and available for the turn-around trip.       (as amended 4-1-84)

       (B)    Crews who may be run around in the application of the fore-going will not be paid for
such runarounds.

RULE 6 - EMERGENCY SIDE OR LAP-BACK TRIPS

        (A) When a crew is required to make an emergency side or lap-back trip between their
terminals within the scope of Supplement 25, miles made will be added to the mileage of the regular
trip and paid for on continuous time basis.

        (B)      Crews required to make lap-back trips, except in emergencies, will be paid 100 miles
  in addition to the mileage or the trip. It is also agreed that chain gang crews required to make side
   trips, except in emergencies, will be paid 100 miles in addition to the mileage of the trip, unless,
                                                before they 3
leave the terminal they are notified that they will make the side trip. When crews are allowed 100
miles in addition to mileage of the road trip for making lap backs or side trips, time consumed in
making the lap-back or side trips will be deducted from the total time on duty if overtime is involved.
Crews required to double hills will not be considered as making lap back trips.

RULE 7 - EMERGENCY SHORT TRIPS

        Short trips from a terminal to an outlying point and return, from an outlying point to a
terminal and return, or from an intermediate point to another intermediate point and return, on
account of engine failure, running for fuel or water, running for wreck car or carmen, or on account of
a derailment, when such conditions arise in connection with their own train, will be paid continuous
time or mileage.

RULE 8 - DOUBLlNG HILLS

        When crews are required to double hills or required to push another train up the grade and
return, they shall be allowed extra mileage made, mileage to be added to the mileage of the trip.
Applies to all classes of service.

RULE 9 - SWITCHING OR LOADING STOCK AT TERMINALS

        Trainmen will be paid for loading, unloading stock or switching at terminals in excess of
mileage made on the trip, should the time consumed be more than fifteen minutes; full crew to be
used in this service.

EXAMPLES
      (A)     Required to report at A, 7 A.M., switches at A 7 A.M, to 7:15 A.M.; leaves A at 7:15
A.M. and runs to B, 100 miles; arrives at B, 2:45 P.M., switches 15 minutes; relieved at B, 3 P.M.

       Compensation:          100 miles.

      (B)     Required to report at A, 7 A.M.; switches at A 7 A.M. to 7:30 A.M.; leaves A at 7:30
A.M. and runs to B, 100 miles; arrives at B, 2:25 P.M.; switches 35 minutes; relieved at B, 3 P.M.

       Compensation: 100 miles plus 30 minutes switching at initial terminal and 35 minutes
switching at final terminal at pro rata rates.

        (C)    Required to report at A, 7 A.M.; switches at A until 9 A.M.; leaves A at 9 A.M. and
runs to B, 100 miles; relieved at B, 3 P.M.

Compensation: 100 miles plus 2 hours' switching at pro rata rates.

        (D)    Required to report at A, 7 A.M.; switches at A until 9 A.M.; leaves A at 9 A.M. and
runs to B, 100 miles; relieved at B, 4 P.M.

        Compensation: 100 miles plus 2 hours' switching at pro rata rates, such allowance being
greater than 1 hour overtime at one and one-half time.

        (E)    Required to report at A, 7 A.M.; switches at A until 9 A.M.; leaves A at 9 A.M. and
runs to B, 100 miles; relieved at B, 4:20 P.M.
                                                 4
        Compensation:        Either 100 miles plus 2 hours' switching at pro rata rates or 100 miles
and I hour 20 minutes road overtime at 3/16 of the daily rate per hour, because the money value of the
pro rata allowance and the money value of the road overtime at 3/16 of the daily rate are equal.

        (F)   Required to report at A, 7 A.M.; switches at A until 9 A.M.; leaves A at 9 A.M. and
runs to B 100 miles; relieved at B, 5 P.M.

        Compensation:           100 miles plus 2 hours' overtime at 3/16 of the daily rate per hour. In
this case, the money value of the road overtime at 3/16 of the daily rate exceeds the allowance of 2
hours' switching at pro rata rates.

NOTE: In calculating the time engaged in switching under the rules, regulations or practices, time will
be continuous from the time required to report for duty until switching is completed and train is
coupled together, except for necessary time for turning on the wye at Fort Collins, will be added to
the time consumed in switching when Fort Collins is the terminal.

RULE 10 - INITIAL TERMINAL DELAY - FREIGHT SERVICE

        (A)     Initial terminal delay shall be paid on a minute basis to conductors and trainmen in
freight service for all time in excess of seventy-five (75) minutes computed from the time of reporting
for duty up to the time the train leaves the terminal at one-eighth (1/8th) of the basic daily rate, in
addition to the full mileage, with the understanding that the actual time consumed in the performance
of service in the initial terminal for which an arbitrary allowance of any kind is paid shall be deducted
from the initial terminal time under this rule.

        Note: The phrase "train leaves the terminal" means when the train actually starts an its road
trip from     the yard track where the train is first made up.

         (B)     This rule will not apply to pusher, helper mine run, shifter, roustabout, belt line,
transfer, work, wreck, construction, circus train (paid special rates or allowances), road switcher
(district runs), or to local freight or mixed service where switching is performed at initial terminal in
accordance with schedule rules.

       (C)     Where mileage is allowed between the point of reporting for duty and the point of
departure from the track on which the train is first made up, each mile so allowed will extend by 4.8
minutes the period of seventy-five (75) minutes after which initial terminal delay payment begins.

        (D)      When road overtime accrues during any trip or tour of duty, in no case will payment
for both initial terminal delay and overtime be paid, but whichever is the greater will be paid.

      (E)    When a tour of duty is composed of a series of trips, initial terminal delay will be
computed on only the first trip of the tour of duty.

       (F)     The following understanding applies to crews whose trains depart from the new North
Siding at Trinidad for destinations south of Trinidad:

               Initial terminal delay shall be paid on a minute basis to crews in through freight service
               after one (1) hour and thirty (30) minutes unpaid terminal time has elapsed from the
               time of reporting for duty up to the time the train leaves the siding. Crews taking trains
               from the North siding at Trinidad to Texline will be allowed 143 miles with overtime
               beginning after eleven (11) hours and twenty six (26) minutes.
                                                     5
RULE 11 - FINAL TERMINAL DELAY - FREIGHT SERVICE

        (A)    Terminal delay at end of run will be paid for on a minute basis, fifteen minutes or less
not to be counted, over fifteen minutes, total minutes will be counted, except at Pueblo. Terminal
delay at pueblo will be paid for on a minute basis, thirty minutes or less not to be counted, over thirty
minutes, total minutes will be allowed. To apply to crew as a unit.

       (B)     When the train reaches the final terminal before overtime commences, calculated from
the time of reporting for duty, the special payments will be allowed at the pro rata rates.

       (C)     If the train is not on overtime on arrival at the final terminal, but the overtime period
commences before final release, special payments accruing at the final terminal up to the period
when over-time commences will be allowed on the basis of the pro rata rates, but time thereafter shall
be paid on the actual minute basis at 3/ 16 of the daily rate.

        (D)     In freight service where train arrives at designated main track switch (switch
connection with yard where train leaves the main track) or semaphore governing same, and other
trains arrive and stand behind waiting to get into yard, final terminal delay will be computed for all
trains which are so held within yard limits. A train has reached the designated main track switch
when it has reached the semaphore or signal governing the switch, if held against the train.

EXAMPLE:

       Required to report at A, 7 A.M.; leaves A at 7:15 A.M. and runs to B, 100 miles; arrives at B,
2 P.M.; delayed at final terminal 1 hour 20 minutes; relieved at B, 3:20 P.M.

        Compensation: 100 miles plus 1 hour final terminal delay at prorata rates for period until
overtime commences, and for the time thereafter, 20 minutes final terminal delay at 3/16 of the daily
rates per hour.

       The agreed upon locations where final terminal delay begins areas follows:

DENVER         Ft. Collins and Clear Creek District trains eastbound will begin at Prospect (Mile Post
1.016).

FT. COLLINS - From Denver. First switch leading from main line to yard at Mountain Avenue (Mile
Post 74.174).

From Greeley: First switch connecting with West Yard (Mile Post 74.436).

GREELEY - From Ft. Collins: South wye switch (Mile Post 98.26).

CHEYENNE JCT. - From Denver: Switch leading from Ft. Collins Subdivision main line to
Wyoming Subdivision main line, known as the north wye switch (Mile Post 119.305). From
Guernsey: First switch leading from main line to yard (Mile Post 120.457).

GUERNSEY - First switch leading from main line to yard (CB&Q Mile Post 95.312).

PUEBLO - First switch leading from main line to yard at 4th Street (AT&SF Mile Post 619, plus
342.8 feet).
                                                6
       Note: C&S northbound freights, after departing Minnequa, or held at Missouri Pacific
       crossing on instructions of Yardmaster or Chief Dispatcher, or held at Pueblo Junction by
       signal account other trains being in the block between Pueblo Junction and the train yard,
       terminal delay time for such trains will apply from time such trains are stopped for above
       reasons. (See Trainmen's Case 1499).

TRINIDAD - From Pueblo: First switch leading from main line to yard (Mile Post 208.08). From
Texline: First switch leading from main line to yard (Mile Post 213.96).

TEXLINE - First switch leading from main line to yard (Mile Post 347. 136).

RULE 12 - FORT COLLINS

       (A)      Crews tied up at Fort Collins when making one or more short turnaround trips on the
branches out of Fort Collins or the main line north or south within a radius of 25 miles and not
exceeding eight hours, are to be paid one day and if such crew is continued north or south of Fort
Collins to final terminal, a new day begins upon leaving Fort Collins, it being the understanding that
such crews are not to be run-around crews tied up at Fort Collins, if their rest period is up.

       (B)      Crews leaving Denver or Cheyenne with running orders to Cheyenne, Denver or
Greeley, if thru emergency such as washouts, snow blockades or serious wrecks occurring after
passing Fort Collins it is necessary to return them to Fort Collins to tie up, continuous time only will
be allowed.

         (C)     Crews required to perform Fort Collins yard work independent of switching their own
trains, either before or after road trip, will be paid a minimum of one day for such service in addition
to road trip.

       (D)      When Greeley or Cheyenne is the initial terminal, Fort Collins will not be considered
a terminal for a crew on a southbound trip.
       note: superseded by Article V of Oct. 31, 1985 National Agreement

       (E)     Crews making Denver Fort Collins double will not be permitted to run around other
crews laying at Fort Collins, unless such crews are tied up for rest under Federal Law.

RULE 13 - CHEYENNE SWITCHERS

       Section 1.      Switching assignments established in Cheyenne Yard will be manned by
conductors and brakemen subject to bulletin rules of the respective Agreements, except as otherwise
provided in this rule.

       Section 2.     Cheyenne switching assignments may be assigned to work 6 or 7 days per
week at the Carrier's discretion. Bulletins establishing the assignments will specify the number of
days per week the assignments shall work and if six days will specify the rest day.

       Section 3.     Conductors and brakemen assigned to Cheyenne switching assignments will
be paid yard foreman and yard helper rates, respectively.

        Section 4.    Cheyenne switching assignments will have an as signed starting time with the
understanding that the starting time may be advanced up to two hours or set back up to two hours on
any shift upon proper notice to the crews.
                                                 7
       Section 5.     It is agreed that Wyoming District road crews will not perform any switching
in Cheyenne Yard except in connection with cars to be handled in their own train during the time that
switch crews are not on duty.

        It is further understood Wyoming road crews can switch out defective cars from their own
trains regardless of when discovered. This to apply to Ft. Collins District crews when assigned
switch crews are not on duty.

         Section 6.    If conditions are such that switching diminishes to the extent two assignments
are not necessary, a joint study will be conducted, for a period of seven consecutive days, of the
assignment the Carrier proposes to discontinue. If the joint study indicates there is     an average
of less than four hours switching within a spread of ten hours, the assignment may be abolished.

       Section 7.      If the Organization petitions for re-establishment of the assignment previously
abolished, a joint study will be conducted for a period of seven days to determine if road crews are
switching an average of four (4) hours per day in the ten-hour period following the end of shift of the
remaining assignment.

       If the joint study indicates there is an average of mare than four (4) hours switching by road
crews, within 10 hours for seven consecutive days, the assignment will be reestablished.

        Section 8.     In case the Carrier desires to abolish the last switching assignment in Cheyenne
Yard, the procedure outlined in Section 6 will be followed. For re-establishment of the assignment
the principles outlined in Section 7 will apply.

       Section 9.       Crews can be used to help trains, Cheyenne to Silver Crown, without
additional compensation. Not less than a minimum day at road rates will be paid, in addition to their
yard day, if run north of Silver Crown in helper service, or if used north of Cheyenne.

in other than helper service. Crews will not be used in other road service than helper service, when
road crews are available. If so used, the crews available will be considered as having been run
around.

      Section 10.    When car snow plow is moved from Cheyenne to Speer without train crew,
Cheyenne Yard conductor on duty will be called to act as pilot and paid actual time between
Cheyenne and Speer at pro rata rate with a minimum of 25 miles for round trip.

        Section 11.     If it is necessary to help an eastbound freight train from Cheyenne to Speer,
one of the Cheyenne switching assignments may be used for this purpose. The switcher crew so used
will be allowed actual time consumed on the trip Cheyenne to Speer and return with a minimum of
one hour at pro rata in addition to other allowances for that tour of duty. There will be no penalty
claims submitted by Ft. Collins trainmen by reason of using the Cheyenne crew in this helper service.

RULE 14 - LEADVILLE-CLIMAX

       This assignment includes all switching in Leadville Yard and Climax.

      The Leadville-Climax assignment shall consist of not less than one conductor and one
brakeman.

       For rights to seniority on this assignment see Appendix 17.
                                  8
RULE 15 - WORK, WRECK AND SNOW PLOW SERVICE

       (A)   Trainmen used in work, wreck and snow plow service will be paid on an hourly basis,
with a minimum of eight (4) hours, and overtime after eight (4) hours.

Work, wreck and snow plow trains operating partly within yard limits and partly on the road adjacent
to such yard limits will be manned by road trainmen. This also applies to rail detector car, Woolery
weed burners and self-propelled machines.

        (B)     When necessary to use conductor or brakeman as rotary pilot he will receive pay for
actual time performed in such service with minimum of one (1) hour at his regular rate, in addition to
his regular pay, while performing service as one of the train crew; the Company will endeavor to have
a pilot on rotary entirely apart from the train crew.

        (C)   When trainmen enroute are used in work train or snow plow service on account of
floods, washouts, snow storms or slides, or when trainmen enroute are delayed by such conditions,
time to be computed as follows:

        For the first sixteen (16) hours of each twenty-four (24) hour period crews will be allowed two
hundred fifty (250) miles. Should miles run exceed two hundred fifty (250) or hours worked exceed
sixteen (16) in any twenty-four (24) hour period, actual miles or hours will be allowed. If service is
resumed during the first sixteen (16) hours of any twenty-four (24) hour period, time will be
computed continuously from end of previous twenty-four (24) hour period. Twenty-four (24) hour
periods to begin at time crew was ordered to report for duty at initial terminal.

         The last eight (8) hours of each twenty-four (24) hour period may be deducted.

         This also to apply to crews sent out for exclusive snow plow service.

         This Paragraph (C) not to apply to regular work or wreck trains.

EXAMPLES

        (1)    Crew reports for duty at A (initial terminal) at 10:00 A.M., November 4th, runs to C,
an intermediate point, and held at C, 4:00 P.M. November 4th to 10:00 A.M., November 5th. Leaves
C at 10:00 A.M., November 5th, arrives at terminal at 11:00 P.M., November 5th.

Crew paid:                                                                                            Miles
10:00 A.M., Nov. 4th to 10:00 A.M., Nov. 5th .......................................................... 250
10:00 A.M., Nov. 5th to 11:00 P.M., Nov. 5th ......................................................... 194
                                     TOTAL ..................................................... 444

        (2)    Crew reports for duty at A (initial terminal) at 1:00 P.M., January 2nd, arrives at E, an
intermediate station, and is tied up at 1:00 A.M., January 3rd, remains at E until 2:00 P.M., January
6th at which time crew starts on trip and arrives at terminal at 2:00 A.M., January 7th.

Crew Paid:                                                                                                  Miles
1:00 P.M., Jan. 2nd to 1:00 P.M., Jan. 3rd ................................................................ 250
1:00 P.M., Jan. 3rd to 1:00 P.M., Jan. 4th ................................................................. 250
1:00 P.M., Jan. 4th to 1:00 P.M., Jan. 5th ................................................................. 250
                                                         9
1:00 P.M., Jan. 5th to 1:00 P.M., Jan. 6th ................................................................. 250
1:00 P.M., Jan. 6th to 2:00 A.M., Jan. 7th ................................................................ 194
                          TOTAL ......................................................................... 1194

        (3)     Crew reports for duty at A (initial terminal) at 6:00 A.M., July 8th, tied up at D, an
intermediate station, at 9:00 P.M., July 8th, used on work train at washout or slide 6:00 A.M., July
9th to 6:00 P.M., July 9th, tied up at 6:00 P.M., the 9th to 6:00 A.M., July l0th, lays at D performing
no actual service until 6:00 A.M., July 11th, runs D to terminal on July 11th, leaving D at 6:00 A.M.,
arriving at terminal at 1:00 P.M.

Crew paid:                                                                                                    Miles
6:00 A.M., July 8th to 6:00 A.M., July 9th ................................................................. 250
6:00 A.M., July 9th to 6:00 A.M., July 10th ............................................................... 250
6:00 A.M., July 10th to 6:00 A.M., July 11th ............................................................. 250
6:00 A.M., July 11th to 1:00 P.M., July 11th .............................................................. 100
                         TOTAL ............................................................................... 850

RULE 16 - HELD AT OTHER THAN HOME TERMINAL

        (A)     Trainmen in pool freight and in unassigned service held at other than home terminal
will be paid on the minute basis for the actual time so held after the expiration of sixteen hours from
the time relieved from previous duty at a rate per hour of 1/8th of the daily rate paid them for the last
service performed. If held sixteen

hours after the expiration of the first twenty-four hour period from the time relieved, they will be paid
for the actual time so held during the next succeeding eight hours, or until the end of the second
twenty-four hour period, and similarly for each twenty-four hour period thereafter.

       (B)  Should a trainman be called for service or ordered to deadhead after pay begins, held
away from home terminal time shall cease at the time pay begins for such service or deadheading.

       Payments accruing under this rule shall be paid for separate and apart from pay for the
subsequent service or deadheading.

       (C)    For the purpose of applying this rule the railroad will designate a home terminal for
each crew in pool freight and in unassigned service.

RULE 17 - MEAL ALLOWANCES

       (A)    The meal allowance provided for in Article If, Section 2, of the June 25th, 1964
National Agreement, as amended, is shown on the current wage rate sheet.

       (B)     Trainmen will be allowed an additional meal allowance when held at away from home
terminal in excess of twenty-seven (27) hours.

RULE 18 - DEFINITION LOCAL OR WAY FREIGHT

       (A)      Trains loading or unloading way freight, doing station switching, filling water cars,
watering section houses, extra gangs, concrete outfits, depots or unloading supplies from company
supply car, or re-railing cars which were not in their train or derailed by such crew, will be considered
                                                   10
local or way freight trains. Local work will be confined to regular local trains as far as possible. This
does not apply to through or irregular freight trains picking up or setting out tonnage enroute,
provided cars picked up or set out do not have to be spotted by such train for loading or unloading.
Spotting stock cars at stock chutes by trains handling such cars into the station is not to be considered
local work under this Article.

       (B)     Crews making a straight shove in placing empties at coal mines for loading or picking
up loads at such mines without switching will not be considered local. If more than three switches at
one mine are required in performing mine service, local rate will apply.

        (C)    Crews required to load or unload ties, posts, cinders, bridge or other company material
unless in case of extreme emergencies such as wash-outs, burned bridges, or similar causes, will be
paid as per Paragraph (A). This paragraph not applicable to exclusive work train service.

        D)      When necessary for crews to pull empty cars from chutes or do other switching in
connection with placing cars on chutes for unloading, same will be considered local work, but in
cases where it is only necessary for the crew handling coal into stations where coal chutes are
located, setting same direct on chutes for unloading without pulling empty cars from chutes, same is
not to be considered local work.

       (E)     Regularly assigned local crews, when used in other service on days the local is
scheduled to run, will be paid the local rate.

RULE 19 - GUARANTEE OF REGULARLY ASSIGNED WAY FREIGHT, ETC.

        (A)    Regularly assigned way freight, beet runs, coal runs, wreck, work and construction
trainmen who are ready for service the entire month and who do not lay off of their own accord, will
be guaranteed not less than 100 miles, or eight hours, for each calendar working day, exclusive of
overtime (this to include legal holidays). If, through act of Providence, it is impossible to perform
regular service, guarantee does not apply.

       (B)     Crews may also be used in any other service to complete guarantee when for any
reason regular assignment is not worked, but such service shall be paid for at schedule rates unless
earnings from such rates would be less per day than would have been earned in regular assignment.

RULE 20 - HOURS OF SERVICE

        (A)     Under the laws limiting the hours on duty, crews in road service will not be tied up
unless it is apparent that the trip cannot be completed within the lawful time; and not then, until after
the expiration of fourteen hours on duty under the Federal Law, or within two hours of the time limit
provided by State laws, if State laws govern.

        (B)    If road crews are tied up in a less number of hours than provided in the preceding
paragraph, they shall not be regarded as having been tied up under the law, and their services will be
paid for under the schedule.

        (C)      When road crews are tied up between terminals under the law, they shall again be
considered on duty and under pay immediately upon the expiration of the minimum legal period off
duty applicable to the crew, provided the longest period of rest required by any member of the crew,
either eight or ten hours, to be the period of rest for the entire crew.
                                                      11
        (D)     A continuous trip will cover movement straightaway or turn around from initial point
to the destination train is making when ordered to tie up. If any change is made in the destination
after the crew is released for rest, a new trip will commence when the crew resumes duty.

       (E)     Road crews tied up under the law will be paid the time or mileage of their schedule
from initial point to tie-up point. When such crews resume duty on a continuous trip, they will be
paid miles or hours, whichever is the greater, from the tie-up point to the next tie-up point, or to the
terminal. This article does not permit crews to be run through terminals unless such practice is
permitted under their schedule.

        (F)     Road crews tied up for rest under the law, and then towed or deadheaded into terminal,
with or without locomotive or caboose, will be paid therefor as per Paragraph (E), the same as if they
had run the train to such terminal. However, if such crews are towed or deadheaded before having
been tied up eight hours they will be paid continuous time from time going on duty until arrival at the
terminal.

       (G)     When a train crew is sent out to bring in a train tied up under the Sixteen Hour Law,
such crew will be understood as having done its day's work.
       (Note: Amended by Public Law 91-169).

RULE 21 - RELEASE BETWEEN TERMINALS

       (A)     Trainmen will not be relieved between terminals of runs, except in cases of
extraordinary delays. If the actual delay is less than twenty-four hours, continuous time will be
allowed from commencement of trip on which the delay occurs.

       (B)     This provision shall not apply to work train, wrecking, and snow plow service.

       (The construction of this rule will be that trains are to be tied up only in case of serious
wrecks, washouts, or other causes which make the movement of trains impossible, or as provided in
Hours of Service Rule 20.)

RULE 22 - CALLED AND NOT USED

       When trainmen are called and for any reason they do not go out, and they are held on duty less
than four hours, they shall be allowed fifty miles and stand first out; if more than four hours, they
shall
be allowed one hundred miles and stand last out.

       Note: If a crew is called and after reporting for service circumstances arise which will not
       permit the crew to immediately go out, they will be notified at that time that they are either
       released from service or are recessed and will again be called. If they are notified that they
are    released, they will be paid under the provisions of this rule and when called again, it will start
a
       new day. If they are notified that they are recessed, it will be understood that they are still in
       service and will be paid continuous time from the time reporting for service until they are
       finally released. (Case 1197).

CALL CANCELLED

       In case a call is cancelled before a trainman reports for duty, no compensation will be allowed.
                                                   12
REPORTING FOR DUTY

        In assigned road service where employees report for duty without being called and it is desired
on any day to defer the reporting time, advance notice shall be given not less than the usual advance
calling time for reporting for duty at each terminal and in accordance with usual calling practices at
such terminal. The employee shall be notified at such time when he is to report and only one such de-
ferment may be made. In such cases the time of the trip or tour of duty shall begin at the time the
employee is required in accordance with said notice of change to report for duty and does so report.
If not so notified, the reporting time shall be as provided in the assignment.

        Where employees are called, existing rules or practices are not changed or affected by this
rule.

        Note: See Appendix 15,

RULE 23 - DEADHEADING

       (A)     Trainmen deadheading account company business on freight trains will be paid actual
miles, but no overtime. Not less than eight (8) hours will be allowed for any deadhead trip where
deadhead trip and waiting for duty consumes more than 24 hours, except that trainmen going on duty
at end of deadhead trip within 24 hours shall only be allowed actual miles. First crew out will
deadhead, second crew out will run train. On arrival at terminal, crews will stand in the same order as
when deadheading started.

        (B)     Deadheading under the provisions of this rule shall pay actual highway miles at full
rate of pay of class of service deadheaded to or from if other than rail transportation is used and actual
rail miles if deadhead is made on freight train. In addition, when use of private automobile is
properly authorized, the prevailing mileage allowance will be allowed according to Official State
highway charts.

       (C)    No deadhead time will be allowed trainmen deadheading on account of a new
assignment or seniority rights.

RULE 24 - LIGHT RUNS

        Light runs with locomotive and caboose will be paid at regular rates, full crew to be used.

RULE 25 - FIRST IN FIRST OUT

        (A)     Chain gang crews shall be run first in, first out, in respective service on their
respective districts. Extra men to be handled in the same manner, with the exception as to coal runs
and runs carrying passengers.

        Crews or individual trainmen called to deadhead will be called to go on duty at the same time
as the road crew. Rule 10 does not apply.

         (B)     Trainmen not called to leave in their turn, and are run around, shall be placed in their
turn, if it can be done, on the next trip. If they cannot be placed in their turn, they shall be allowed
fifty miles, provided they were called within eight hours from the time they were run around. If not
called within eight hours, they shall be allowed one hundred miles. Trainmen that have been run
around shall stand first out until called. Trainmen are not run around when they take the trains called
for, or when held under the Federal Hours of Service Law.
                                                  13
        (C)     Where regularly assigned to perform service within switching limits, yardmen shall
not be used in road service when road crews are available, except in case of emergency.

RULE 26 - CALLING TRAINMEN

         (A)    Trainmen will be called by caller who will be provided with a book in which the men
called shall sign their names, showing the time they were called, unless trainmen are called by
telephone, in which case, trainmen shall answer personally, and caller shall make proper record. The
district within which trainmen will be called will be established by the Superintendent.

        (B)    Trainmen will be called two hours, as nearly as practicable, before required to report
for duty.

RULE 27 - DISTRICT RIGHTS

         (A)   Trainmen will hold equal rights in passenger and freight service on their respective
districts.

       (B)   All New Mexico District freight runs will be considered preferred runs and freight
trainmen on this district will not be called to run on the Trinidad District, except in cases of
emergency.

RULE 28 - HELPER SERVICE PUEBLO HELPER DISTRICT

      (A)    A helper district is established for the purpose of helping trains between Pueblo and
Cedarwood, with home terminal at Pueblo.

        (B)    One conductor will be assigned to work on each assignment in this helper service.

        (C)   Where more than one conductor is assigned to helper service the bulletins establishing
the assignments will specify the time periods in which conductors will be subject to duty.

        Example:
        Helper Assignment No. 1
        Conductor subject to call for duty between 6:00 a.m. and 6:00 p. m.

        Helper Assignment No. 2
        Conductor subject to call for duty between 6:00 p.m. and 6:00 a. m.

       It is understood that if conductors are not called for duty in the first four hours of their
assigned hours, they will automatically go under pay at the expiration of the fourth hour, but will not
go on duty until called to go on duty.

       (D)    Conductors assigned to helper service will be paid the rate allowed crews making turns
south of Pueblo as such rate applies to conductors.

       (E)    Conductors in assigned helper service may be used to make one or more helps on a
continuous time basis, provided that any trip starting out of terminal after the expiration of eight (8)
hours from time required to report for duty on initial trip, or after helper crew has made one hundred
(100) miles shall be paid for on the basis of a new day.
                                                   14
       (F)     Conductors assigned to helper service shall be allowed a minimum of one hundred
(100) miles for each date on which no helper service is begun.

       (G)    Final terminal delay will not be paid assigned helpers except when one hundred (100)
miles or more are made.

       (H)     Conductors in assigned helper service used in other than helper service shall be
allowed a minimum day therefor at the rate and under the rules governing the service performed, but
such miles or hours in other service shall not be used in computing overtime in helper service.

       (I)    Helper assignments will not be considered as having a mile age component and the
assigned conductor, if qualified, will receive holiday payment in accordance with Article I of the June
25, 1964, Agreement as revised.

       (J)       Temporary vacancies on helper assignments will be filled by extra conductors from
Trinidad, who will be allowed deadhead pay (mileage allowance if their personal automobile is used)
and Away From Home Expenses in accordance with Article 11 of the June 25, 1964 Agreement as
revised, if eligible for those allowances.

       (K)     1.      Effective October 22, 1979, the Pueblo Helper Assignments will be advertised
to conductors for ten (10) days. The advertisement will specify that the successful bidders will be
assigned to the positions until June 14, 1980.

               2.      Each June 1st, in subsequent years, the Pueblo Helper Assignments will be
advertised for a period of ten (10) days with assignments to be effective June 15th of each year until
June 14th of the following year.

                3.     Applications will be received from promoted conductors on the entire seniority
district, and the senior conductors applying for the conductors' vacancies will be assigned to the
positions for the period of the assignments and will not be permitted to vacate the assignments, nor
may they be displaced from the assignments unless they can no longer hold any position including
extra boards as brakemen-yardmen on the entire seniority district.

               4.     If no applications are received for a conductor's vacancy on a Pueblo Helper
assignment, the junior demoted conductor(s) working at or out of Trinidad will be assigned to the
vacancy, or vacancies. He (they) will then hold the assignment until June 14th of the following year
unless a junior demoted conductor is working at or out of Trinidad and he desires to displace the
junior demoted conductor at Trinidad. In that case, the junior demoted conductor at Trinidad must
assume the assignment at Pueblo under the same conditions.

        (L)   This Agreement is no guarantee that the Carrier will continue the Pueblo Helper
Service in perpetuity. It imposes no restrictions on the Carrier's right to abolish the assignments at
any time. If the assignments are abolished and later reestablished, the assignments will be re-
bulletined under the provisions of this Agreement for the remainder of the assignment period to June
14.

RULE 29 - CREW CONSIST
      (A)    All freight, work, wreck and snow plow trains shall have one conductor and two
brakemen, except as herein provided.
       (B)    The manning of self-propelled machines will be governed by Article III of the June 25,
1964 National Agreement.
                                                 15
RULE 30 - CHAIN GANG CREWS 4000 MILES PER MONTH
       When traffic becomes so light that trainmen cannot make 4000 miles per month, including
overtime and special allowances, the number will be reduced. This rule not to operate to prevent pool
trainmen from making more than 4000 miles per month.

RULE 31 - PILOTS

     (A)     If and when Management requires a pilot to accompany a light locomotive in road
movement, such pilot shall be taken from the ranks of conductors.

       (B)     Conductors will be used to pilot foreign line trains detouring over C&S tracks.

RULE 32 - PROMOTION TO CONDUCTOR

       Section 1.       Brakemen-Yardmen will be promoted to the ranks of conductor in accordance
with their seniority as brakemen-yardmen.

        (a)    When a class of brakemen-yardmen is notified of examinations for promotion to
conductor, the most senior brakemen-yardmen who have not previously declined promotion or are
otherwise ineligible for promotion and have in excess of one (1) or more years in train and/or yard
service will be notified 3O days in advance of the date the promotion class is to begin and offered an
opportunity to take the examination.

       (b)     Upon being notified a brakeman-yardman who does not desire to be promoted to
conductor will so advise the Carrier and thereafter will not be considered eligible for promotion. Not
appearing for examination after being properly notified, without good and sufficient reason, will also
be considered as a waiver of promotion, and such brakeman-yardman will no longer be considered for
promotion.

        (c)    A brakeman-yardman who fails the conductor's examination will be notified of his
failure and will be called up with the next class for promotion, and if he passes that examination will
be given a conductor's seniority date with the class in which he passed the examination in accordance
with his brakemen-yardmen seniority. If he again fails or does not complete the second examination,
he shall be given another opportunity under the same conditions set forth above, but in the event the
third examination is failed he will no longer be considered eligible for promotion.

       (d)     A brakeman-yardman who is unavailable to take the examination for promotion to
conductor, for a reason such as: on vacation, illness, injured or because of a death in his immediate
family, will be allowed the opportunity to take the examination at a later time. If he passes the
examination, he will be given a seniority date as conductor in the same relative standing as he would
have had if he had been available to take the examination when originally scheduled. If he should fail
the examination, he will then be subject to the same procedures described in paragraph (c) relating to
second and third examinations.

      Section 2.     Those brakemen-yardmen who are members of the same promotion class and
who successfully pass the examination for promotion to conductor will be issued certificates of
promotion all dated with the same date on which the last man successfully passed the examination.
They will all receive the same seniority dates as conductors as evidenced by the certificate of
promotion, in the same relative ranking they hold as brakemen-yardmen.


                                               16
       (The above is recognition that junior men in the class may be examined before senior men
have had the opportunity for examination).

RULE 33 - CABOOSE POOLING

       (A)     So far as available, cabooses of all steel construction will be used in main line service
operating through terminals and will be maintained in good order.

       (B)    All other unassigned cabooses necessary to meet service requirements will be
maintained and supplied in good order.

       (C)     The company will clean, sanitize and supply pooled cabooses. Ice and drinking water
available under sanitary conditions, will be supplied and sanitary drinking cups will be part of the ca-
boose equipment. When operating a caboose in pooled service, Trainmen will not be held
responsible for leaving terminals without a full quota of supplies other than flagging equipment. The
Conductor will wire ahead or on arrival at his final terminal report or order needed service, supplies
or equipment. All crew members will cooperate in keeping cabooses in a sanitary condition.

       (D)     Adequate locker space will be provided at Guernsey, Cheyenne, Fort Collins, Denver,
Pueblo, Trinidad and Texline with private lockers being provided at home terminals. Lock and key
will be furnished individual pool trainmen and extra men for use on lockers at away-from-home
terminals.

        (E)    Arrangements will be made to provide suitable transportation to transport employees
to and from places where they report for duty and are released from duty. The terminals and points
within such terminals between which transportation will be furnished will be agreed upon locally
before the pooling of cabooses is made effective.

       (F)     Trainmen in freight service, whose cabooses are pooled under this agreement, will be
allowed one-half cent per mile for each road mile actually operated with a minimum allowance of
seventy-five cents (.75) for each continuous trip, separate and apart from the trip allowance. If and
when cabooses are pooled at outlying points where two or more runs are assigned, the train crews
will be entitled to the .75 pooled caboose allowance. This allowance will not be subject to
proportionate increases or decreases where rates of pay are adjusted on or subsequent to the effective
date hereof.

        (G)    At the away-from-home-terminal points, pool trainmen who are required to turn back
will be permitted to avail themselves of certified lodging facilities, at the carriers expense,
irrespective of the four-hour factor of the lodging agreement. If lodging is not utilized under such
circumstances, payment of $1.00 will be made. Such payment will not be subject to subsequent
increases or decreases.

       (H)    When pooled cabooses are used on other road assignments the seventy-five cents (75)
caboose allowance will apply.

RULE 34 - CABOOSE, SWITCHING
        Trains will not be switched at terminals with caboose attached. At points where trainmen
sleep in their cabooses, cabooses will be taken off trains and put on designated tracks as quickly as
possible after arrival of train and no other cars such as outfit cars, wrecking cars, bad-order cars, etc.,
will be placed on caboose tracks.
                                                    17
RULE 35 - TIME FOR MEALS

       (A)     Trainmen in all classes of freight service, except as provided in paragraph (B) hereof,
               will be allowed a reasonable length of time for eating at convenient places, but train
               dispatchers will be notified of intention to eat.

       (B)     Trainmen handling coal trains to MOBA Power Plant (near Wheatland, Wyoming),
               Comanche Power Plant (near Pueblo, Colorado) and Rawhide Power Plant (near
               Cheyenne, Wyoming in lieu of being permitted to stop and eat, will be allowed a
               payment per trip of $4.15, provided they are on duty in excess of six hours from time
               called on duty until arrival at their final tie-up point.

       (C)     After six hours on duty, road trainmen in paragraph (A) hereof not allowed time for
               eating will receive meal allowance of $3.85 In addition to other earnings for the trip.

       (D)     If the meal allowance of $3.85 now provided In the National Agreements pertaining to
               expenses away from home is subsequently increased, the amounts provided for in this
               rule will be increased proportionately."

RULE 36 - VACANCIES

       (A)     Choice of runs will be governed by seniority, as herein provided.

        (B)     1.      Except in chain gang service, all new assignments, permanent vacancies shall
be advertised for a period of five (5) days. Vacancies in excess of thirty (30) days will be advertised
for five (5) days. Senior conductors-brakemen making         application will be assigned.       When
possible, the advertisement will be posted a sufficient time in advance so that bids may be closed
before the vacancy occurs. All bids for vacancies must be made in writing and addressed to the
official signing the advertisement. The senior applicant will be required to fill the vacancy.

                2.      Advertisement will be posted in all notice books at terminals. Copy will be
furnished conductors-brakemen on runs who do not have access to notice books. Applications received
after the expiration of the advertisement will not be considered unless it can be shown that the applicant
did not have access to or receive a copy of the advertisement.

                 3.      If no bids are received for new assignments or permanent vacancies, the most
junior demoted conductor on the district, or the most junior brakeman on the extra board(s) on the
district, will be required to fill the vacancy.

              Question:      Will a demoted conductor or brakeman who is assigned under the
provisions of Section (B) 3, be permitted to exercise his seniority to yard service before he has
completed twenty-eight (28) days on the assignment?

                Answer:        No. He must remain on the assignment for a minimum period of
twenty-eight(28) days before he can go into yard service unless he is displaced by a senior employee
or his seniority permits assignment to other road service.
        (C)   1.     Vacancies for conductors of less than thirty (30) days' duration or of unknown
duration of permanent vacancies under advertisement which have not expired will be filled by the
senior demoted conductor working as brakeman on the assignment. He will hold the assignment until
the regular conductor returns or until the vacancy has been filled under notice advertising the
assignment.
                                               18


               2.              If there is no demoted conductor working on the assignment as
described in (C) 1, above, the first-out demoted conductor on the extra board will fill the assignment
and will hold the assignment until the regular conductor returns or until the vacancy has been filled
under notice advertising the assignment.

               3.             If no demoted conductors are available under (C) 1, or (C) 2, above, the
junior available demoted conductor at source of supply, at time of call, will fill the assignment until
regular conductor returns or until the vacancy has been filled under notice advertising the assignment.

               Question:      Will a demoted conductor who is assigned to a position under
provisions of Section (C) 2, or (C) 3, be permitted to exercise his seniority to yard service before he
has been relieved from the assignment?

                      Answer.       No.
        (D)    1.     New assignments and permanent vacancies in chain gang service will be filled
by the senior conductor or brakeman making written application.

              2.      Vacancies, in chain gang service, of thirty (30) days or less will be filled by the
senior demoted conductor working as brakeman on that crew. He will hold the assignment until the
regular conductor returns.

               3.       If there is no demoted conductor working on the assignment as described in
(D) 2, above, the first-out demoted conductor on the extra board will fill the vacancy until the regular
conductor returns.

               4.    If no demoted conductors are available under (D) 2, and 3, above, the junior
available demoted conductor at source of supply, at time of call, will fill the vacancy until the regular
conductor returns.

               5.     Vacancies in chain gang service in excess of thirty (30) days will be filled by
the senior conductor or brakeman making written application.

        (E)    1.     When extra crews are made up from the extra board, the first-out demoted
conductor will be the conductor of the made-up crew, except when two or more of the three men
called for a made up crew are demoted conductors the senior demoted conductor on the crew will act
as conductor.

        2      If no demoted conductor is available on the extra board for an extra crew, the mast
junior available demoted conductor at the source of supply will fill the conductor's   assignment.

        (F)    Vacancies for brakeman in all classes of service, except as provided in paragraph (G)
of this Rule, will be protected day by day, by extra brakeman first-out on the extra board.
        (G)    In filling brakemen's vacancies at outlying points, brakemen first-out on the extra
board at calling time will be deadheaded to fill the vacancy and will remain on the vacancy until the
regular man returns or until displaced by a brakeman bidding on the vacancy.

               Question:      Will a brakeman who is assigned to a position under the provisions of
Section (G) be permitted to exercise his seniority to yard service before he has been relieved from the
                                                   19
assignment?

               Answer.        No.

        (H)    1.     Any conductor or brakeman who lays off for any reason will not be permitted
to return to service until he has been off for at least 24 hours, except chain-gang conductors and
brakemen may return to service after being off one trip.

               2.      A demoted conductor who lays off on call or misses a call for service at an
outlying point must be off at least 24 hours from time called and upon returning to service must
relieve the conductor who was sent to the outlying point in his place. It is understood the conductor
who laid off or missed a call will not be paid any deadhead allowances going to or returning from the
outlying point as a result of relieving the conductor who took his place.

                3.     An extra board brakeman who lays off on call or misses a call for service at an
outlying point must be off at least 24 hours from time called and upon returning to service must
relieve the extra brakeman who was sent to the outlying point in his place. It is understood the extra
board brakeman who laid off or missed a call will not be paid any deadhead allowances going to or
returning from the outlying point as a result of relieving the extra brakeman who took his place.

       (I)     Conductors or brakemen regularly assigned in excess of twenty-eight (28) days may,
upon seven days advance written notice (which cannot be canceled), displace any junior conductor,
brakeman or switchman. The assignments vacated by conductors or brakemen displacing under the
provision of this section will be advertised as provided in (B) 1.

       (J)    Trainmen displaced must exercise their displacement rights within (48) hours after
having been notified of displacement. Failing to exercise displacement rights within (48) hours,
trainmen will only be permitted to place last out on the brakemen's extra board at the point where
displaced.

        (K)    A conductor or brakeman returning from leave of absence or absence account of
accident, sickness or vacation may, within five (5) days of the time he reports for duty, displace any
junior man who was assigned on the position advertised during his absence. If there are any
advertisements for assignments that have not expired at the time of his return to service, he will either
have to bid on such assignments or forfeit his rights to such assignment.

                       Note: In some cases the senior demoted conductor working as brakeman on an
                       assignment is not immediately available to assume service as a conductor on the
                       assignment because of laying off, vacation or other legitimate reasons for being
absent                 from his regular assignment as brakeman. In those instances where the regular senior
                       demoted conductor on an assignment returns to service on that assignment he will be
                       required to assume service as conductor on that assignment relieving the conductor
who                    was assigned under the provisions of (C) 2, (C) 3, (D) 3 or (D)4. The conductor so
                       relieved will return to his assignment as brakeman.
                                 In connection with the filling of permanent vacancies in chain gang service as
                         described in Section (D)I and (D)5 of this rule, written application is construed to
mean                     prior written application to be kept on file and if and when a permanent vacancy
                                 occurs the senior conductor or brakeman with application on file will be
assigned                                 immediately and the vacancy will be considered closed.



                                      20
RULE - 37 - REPORTING FOR DUTY AT OUTLYING POINT

         (A)     A trainman assigned at an outlying point who has been laying off for any cause, or a trainman
                 exercising his seniority on an assignment at an outlying point, must report for duty a day
previ-           ous to his return, but not less than four (4) hours before completion of the day's work of that
                 assignment.

         (B)     If more than one assignment is tying up at an outlying point, paragraph (A) of this Rule will
not              apply to a trainman displaced at that point who desires to exercise his seniority on another
                         assignment working out of that point.

         (C)     When calling extra employees, to fill vacancies on outlying assignments on all Districts,
                 (excluding Leadville and Golden) they will be given a ten (10) hour call prior to on duty time
of               assignment in which the vacancy exists.

                         NOTE: This will permit the extra employee to drive his auto to the outlying point
and                      get 8 hours rest prior to the starting time of the assignment. Such extra employees
will                     be entitled to one meal allowance at the outlying point in advance of starting time of
his                      assignment.

RULE 38 - LAY OVER DAYS - LOCAL - ROAD SWITCHERS

       Crews on regularly assigned local freight runs will not be available for duty on their layover day,
except in emergency. Also applies to road switchers.

RULE - 39 - FREE TRANSPORTATION

         When assignment, change of division or change of run requires trainmen to change their place of
         residence, they will be furnished free transportation for their families and household goods over the
lines    of the Colorado and Southern to their new place of residence at time of transfer.

RULE 40 - COPY TRAIN ORDERS Canceled 11-14-1983

        Train and engine service employees will not be required nor permitted to copy train orders, or
to block or report trains by telephone or telegraph, except under emergency conditions, which are
defined as follows:

        (1)     Storms, fogs, washouts, high water,
        (2)     Wrecks, slides, snow blockades;
        (3)     Accidents, obstructions to tracks;
        (4)     Unusual delays caused by engine and equipment, failures, break-in-two's, hot boxes,
and failure of fixed signals;

        (5)      When train has been delayed by non-arrival of another train at meeting or passing
point for thirty (3O) minutes or more; and
        (6)    Other unforeseen situations where life or property may be in jeopardy, requiring
immediate attention, which could not have been anticipated when train was at previous telegraph
office and which would result in serious delay to trains.

It is further understood and agreed that:

       (a)     Telephone conversations about work;
                                                21
       (b)     Telephone conversations about probable arrival time of trains; and

        (c)     At junction points and spur tracks where telegraphers are not employed to obtain a
check of trains direct from train dispatcher for such trains as are due to arrive at such junction point
after branch line train has departed from last train order office before arrival at junction, and, if after
check of overdue trains has been obtained, it is necessary to copy a train order for the purpose of
moving the train, such train order may be copied covering movement from such junction point;

will not be construed as a violation of this agreement.

       (7)     When a Road Conductor is required to copy a message or clearance form, or a train
order by telephone direct from the Train Dispatcher or from Operator at another station, other than
provided in exceptions (1), (2), (3), (4), (5) and (6) and items (a), (b) and (c) of the rule he will be
compensated therefor by payment of fifteen (15) minutes at the applicable overtime rate in each
instance that such service is required, in addition to all other trip allowances.

RULE 41 - SOUTHERN DIVISION - FREIGHT SERVICE

        (A)    Southern Division road crews in freight service will not be required to handle cars
from Pueblo train yard to be set out at Minnequa, except that they may set out cars that develop
defects
after leaving Pueblo train yard or they may set out cars erroneously placed in their train. Southern
Division road crews will not be required to pick up cars at Minnequa for handling to Pueblo train
yard.

      (B)     Southbound Southern Division road crews in freight service required to pick up cars at
Minnequa will only pick up cars that are first out on tracks on which such cars are placed.

      Note: Yard engine at Minnequa groups various types of cars on different tracks for pick up by
      Southern Division crews, such as hopper cars on one track; flat bottom dump cars on another
      track; commercial loads other than railroad steel on another track; railroad steel on still another
      track, etc.

      (C)      If required to pick up cars at Minnequa that are not first out on tracks but require
switching, road crews will be allowed a minimum day at yard rates.

       (D)     Northbound Southern Division road crews in freight service may be required to set out
cars at Minnequa but if required to set out cars for direct delivery to the C&W Railway on the
interchange tracks and cars destined to Minnequa but not for immediate delivery to the C&W
Railway on other yard tracks, will be paid local rates of pay in compliance with Western Train
Service Board Decisions 2781 and 2782.
       (E)     Northward trains leaving Trinidad will have all cars assembled in train for proper set
out at Minnequa. Road crews picking up enroute after departing Trinidad will maintain pickups in
the proper groups for set out at Minnequa.

RULE 42 - COUPLING AIR

        1.      Trainmen will not be required to couple air hoses at Denver and Pueblo (not including
Minnequa) except between the engine and first car, when closing up crossings, and when doubling
train together.


                                                  22
       2.      Trainmen may be required to couple air hoses at Guernsey, Cheyenne, Trinidad and
Texline, and when required to couple air hose other than between the engine and first car, when
closing up crossings, and when doubling train together, each member of the crew will be paid an
arbitrary allowance of thirty (30) minutes at pro rata rates, such allowance to be made in addition to
and independent of other allowances.

RULE 43 - BRAKEMAN'S EXTRA BOARD REGULATION OF BRAKEMEN'S BOARD

       (A)     The Colorado and Southern Railway Company will cooperate with the United
Transportation Union so far as it is practicable to do so, in the regulation of the Brakemen's Extra
Board so that extra brakemen will be permitted to work not less than 2400 miles per month nor more
than 3000 miles per month. In so cooperating, it is understood that the Railway Company is not
guaranteeing any amount of miles for brakemen on the Extra Board. This Agreement not to operate
to prevent extra brakemen from making more than 3000 miles per month provided the exigencies of
service require more than the maximum.

       (B)      In the regulation of the Brakemen's Extra board, as above provided, it is understood
that in the event less than the minimum number of miles is made or more than the maximum number
of miles is exceeded, the Board will be reduced or increased in order to comply with the regulation;
provided, however, that it will not interfere with the economical and efficient manning of crews in
road service.

RULE 44 - ROAD SWITCHER

      (A)        The following assignments now in operation will be considered as Road Switchers and
subject to all the terms of this Agreement:

       a.      Fort Collins Switcher
       b.      Greeley Local
       c.      Longmont Switcher
       d.      Golden Switcher
       e.      Leadville-Climax Switcher

       (B)      The assignments named in Section I may be abolished and additional road switcher
assignments may be established to operate within specified territorial limits provided they are
established in conformity with the terms of this Agreement. Except road switcher assignments will
not be established with home terminals at Cheyenne, Denver or Trinidad.

      It is recognized that the term "Road Switcher Assignment" contemplates turnaround service
operated within limits hereinafter described whose basic function is to perform switching service in
connection with its own and other trains within those limits, although not limited solely to that
service.

        (C)     The territorial limits of a road switcher assignment shall not exceed twenty-five (25)
miles in any direction from the terminal of the assignment. Crews may be run back and forth over the
territory within the limits of their assignments, into, out of and through assigned terminals of their
own or other runs without additional pay or penalty accruing to any assignment therefor, but may not
be run beyond the territorial limits of their assignment except as starting a new day. Bulletins shall
specify terminal, time to commence service and number of days (6 or 7) assignment is scheduled to
work. It is understood crews may be called no more than 3 hours 59 minutes later than their
bulletined starting time, provided they are notified prior to completion of work the preceding work
day. It is also understood that if the bulletined starting time is changed two hours or more, or
terminal is
                                                   23
changed or assigned work days are changed, the assignment will be immediately re-bulletined.

        It is understood that on specific assignments the parties may, by agreement, extend the
territorial limits as described above.

      (D)      Eight hours or less shall constitute a day's work, with overtime after eight hours.

        (E)     Conductors and trainmen on road switcher assignments will not be subject to initial or
final terminal delay and terminal switching rules, side or lap-back rules, car scale rates of pay or more
than one class of service rules. Conductors and trainmen may weigh cars and couple or uncouple
chains or air hoses without additional payment.

(F)    Any other assignment operating in the same territory as a road switcher assignment may
perform any of the service that is performed by the road switcher crew in its particular territory and
vice-versa without penalties accruing to either for any service required.

      (G)      Assignments established under provisions of this Agreement shall be paid the
following basic daily rates:

                       Conductor                      Brakeman
                        $53.92                         $49.96        5/1/76

     (H)     It is understood this Agreement does not change the crew consist of the Leadville-
Climax Switcher.

        (I)      The Road Switcher assigned with home terminal at Wheatland, Wyoming, will have
territorial limits from Chugwater, Wyoming to Wendover, Wyoming; and the extended limits will
include all the tracks at Chugwater and Wendover.

RULE 45 - UNIT GRAVEL TRAIN

        This Agreement is made in recognition of the mutuality of interest between the parties in
attracting competitive traffic to the railroads which otherwise would not be possible.

IT IS AGREED:
      Unit gravel trains operating between Denver, Colorado and Lyons, Colorado will be manned as
follows:
     1.     The work of handling unit gravel trains will be apportioned between BN employees
and C&S employees on the basis of 2 fifths BN and 3 fifths C&S.

        2.       The unit gravel train will be manned by a C&S train crew consisting of one (1)
conductor and two (2) brakemen and will be assigned for a six (6) week period. At the completion of
the initial six weeks a BN train crew consisting of one (1) conductor and two (2) brakemen will be
assigned for four weeks and thereafter the assignment will alternate on the same basis. A BN fireman
is entitled to exercise seniority on the assignment during the time the BN train crew is assigned under
provisions of the Manning Agreement dated July 19, 1972, The assignment will be bulletined as an
assigned local under the appropriate schedule rules applicable to C&S and BN employees in
sufficient time so that changeover maybe made with assigned crews. The crews will operate under
the schedule rules of their respective railroads.
                                                   24
        3.       In the event it becomes necessary to run more than one unit train per day, the
additional trains will be manned in accordance with the provisions set forth in Section 2 hereof.

      4.      Conductor pilots will not be required on unit gravel trains operating under this
agreement over C&S and BN tracks and crews will not be required to qualify on their own time.

      5.       Home terminal for crews assigned to unit gravel trains will be Denver, Colorado.

      6.      This assignment will not be considered as having a mileage component and assigned
crews will qualify for holiday payment in accordance with applicable provisions of the National
Holiday Agreements.

       7.       Crews assigned to this service will not be required to handle cars other than those used
in the unit gravel train operation.

      This Agreement anticipates the operation of unit gravel trains for several years, and it is
understood the operation is dependent on the orders of the customer and the service required by the
customer. The length of the hauling season is contingent on the service required and this Agreement
cannot be construed as a guarantee of any kind except every effort will be made to divide the work
opportunity between the employees as specified in Section 2.

RULE 46 - PAID HOLIDAYS - ROAD SERVICE EMPLOYEES

       The following provisions shall apply to regularly assigned road service employees paid on a
daily basis:

       (a)       Each regularly assigned road service employee in local freight service, including road
switchers, roustabout runs, mine runs, or other miscellaneous service employees, who are confined to
runs of 100 miles or less and who are therefore paid on a daily basis without a mileage component,
and who meet the qualifications set forth in paragraph (c) hereof, shall receive one basic day's pay at
the rate for the class and craft of service in which last engaged for each of the following enumerated
holidays:

               New Year's Day                        Labor Day
               Washington's Birthday                        Veterans' Day
               Good Friday                           Thanksgiving Day
               Decoration Day                        Christmas Eve
               Fourth of July                        Christmas Day
       Only one basic day's pay shall be paid for the holiday irrespective of the number of shifts or
trips worked.

      Note: When any of the above listed holidays fall on Sunday, the day observed by the State or
      Nation shall be considered the holiday.

      (b)      Any of the employees described in paragraph (a) hereof who works on any of the
holidays listed in paragraph (a) hereof shall be paid at the rate of time and one-half for all services
performed on the holiday with a minimum of one and one-half times the rate for the basic day.

       (c)     To qualify for holiday pay, a regularly assigned employee referred to in paragraph (a)
hereof must be available for or perform service as a regularly assigned employee in the classes of
                                                  25
service referred to on the work days immediately preceding and following such holiday, and if his
assignment works on the holiday, the employee must fulfill such assignment. However, a regularly
assigned employee whose assignment is annulled, canceled or abolished, or a regularly assigned
employee who is displaced from a regular assignment as a result thereof on (1) the workday
immediately preceding the holiday, (2) the holiday, or (3) on the workday immediately following the
holiday will not thereby be disqualified for holiday pay provided he does not lay off on any of such
days and makes himself available for service on each of such days excepting the holiday in the event
the assignment does not work on the holiday. If the holiday falls on the last day of an employee's
work week, the first workday following his "days off" shall be considered the work day immediately
following. If the holiday falls on the first workday of his work week, the last workday of the
preceding work week shall be considered the workday immediately preceding the holiday.

      (d)      Weekly or monthly guarantees shall be modified to provide that where a holiday falls
on the workday of the assignment, payment of a basic day's pay pursuant to paragraph (a) hereof,
unless the regularly assigned employee fails to qualify under paragraph (c) hereof, shall be applied
toward such guarantee. Nothing in this Section shall be considered to create a guarantee where none
now exists, or to change or modify rules or practices dealing with the carrier's right to annul
assignments on the holidays enumerated in paragraph (a) hereof.

       (e)      That part of all rules, agreements, practices or understandings which require that crew
assignments or individual assignments in the classes of service referred to in paragraph (a) hereof be
worked a stipulated number of days per week or month will not apply to the ten holidays herein
referred to; but where such an assignment is not worked on a holiday, the holiday payment to quali-
fied employees provided by this rule will apply.

       (f)    As used in this rule, the terms "workday" and "holiday" refer to the day to which
service payments are credited.

      (g)   Special Qualifying Provision - Employee Qualifying for Both Christmas Eve and
Christmas Day

      An employee who meets all other qualifying requirements will qualify for holiday pay for both
Christmas Eve and Christmas Day if on the "workday" (for a regularly assigned employee) or the
"calendar day" (for an extra or unassigned employee) immediately preceding the Christmas Eve
holiday he fulfills the qualifying requirements applicable to the "workday" or the "calendar day"
before the holiday and on the "workday" or the "calendar day," as the case may be, immediately
following the Christmas Day holiday he fulfills the qualifying requirements applicable to the
"workday" or the "calendar day" after the holiday.
      An employee who does not qualify for holiday pay for both Christmas Eve and Christmas Day
may qualify for holiday pay for either Christmas Eve or Christmas Day under the provisions
applicable to holidays generally.

      (h)     When one or more designated holidays fall during the vacation period of the
employee, his qualifying days for holiday pay purposes shall be his workdays immediately preceding
and following the vacation period. In road service, lost days preceding or following the vacation
period due to the away-from-home operation of the individual's run shall not be considered to be
workdays for qualifying purposes.

       (i)     Not more than one time and one-half payment will be allowed, in addition to the "one
basic day's pay at the pro rata rate," for service performed during a single tour of duty on a holiday
                                                     26
       which is also a work day or a vacation day.

      Note: It is understood that when a regularly assigned employee, holding an assignment
      subject to Article 1, Section 2, of the Agreement of June 25, 1964, who performs compensated
      service at least one day on his regular assignment in the week in which the holiday falls, is
      required to be used off his assignment to protect other service on one or both qualifying days
      and/or on the holiday, performing or being available for the service he is called to protect will
      qualify him to receive the holiday basic day's pay at the rate of his regular assignment. He will
      be paid at the rate of time and one-half for service performed on the holiday provided he works
      on his regular assignment, and only then if he meets the qualifying requirements, set forth in
      Article 1, Section 2 (c) as interpreted herein.

      A regularly assigned employee holding an assignment which is not subject to Article 1, Section
      2, but who is called to protect other service on an assignment which is subject to Article 1,
      Section 2, will qualify for payment of the basic day for the holiday if he is available for or
      performs service on such assignment on the qualifying days and on the holiday, provided no
      other employee qualifies for holiday pay on such position. If the assignment works on the
      holiday, he will be paid at the rate of time and one-half for service performed on the holiday.

                                         YARD SERVICE

RULE 47 - BASIC DAY

       Eight hours or less shall constitute a day's work. Time worked in excess of eight hours will be
paid as overtime.

RULE 48 - RATES OF PAY

      Note:    Current Rates of Pay Schedules furnished by the Carrier.

RULE 49 - FOOTBOARD YARDMASTERS

       Yard Foremen, when instructed to act in capacity as footboard yardmasters, will be paid not
less than two-thirds of one hours pay in excess of yard foreman's rate.

RULE 50 - FIVE-DAY WORK WEEK

      Section 1:     (a) Beginning on the date this Agreement becomes effective on any Carrier,
and such Carrier will establish, for all classes or crafts of yard service employees covered by this
Article 3, subject to the exceptions contained therein, a work week of forty hours, consisting of five
consecutive days of eight hours each, with two days off in each seven, except as hereinafter provided.
The foregoing work week rule is subject to all other provisions of this Article 3.

       (b) Due to the necessity of changing existing assignments to conform to the reduced work
week provided for in Section 1, the carriers will, prior to the effective date, post notices or bulletins as
required by schedule, bulletin rules or practices in effect.

      (1) Listing the days off of regular assignments, and advertising for bid regular relief
      assignments.

       "Days off" period of assignments, as established the effective date of this Agreement, shall
                                                  27
remain unchanged, except when it is necessary to establish new "days off" period resulting from the
creation of new assignments or the discontinuance of assignments.

       (2)         Blank
             (a)    "
             (b)    "
             (c)    "
             (d)    "
       (3)         Blank

        (4)     After assignments as referred to in Section I (b) (1) have been established, changes
thereafter shall be made in accordance with Rule 62 (C) of the Current Schedule.

       Section 2:     The term "work week" for regular assignments, and also regular relief
assignments, shall mean a work week beginning on the first day on which those assignments are
bulletined to work, and for extra employees shall mean a period of seven consecutive days starting
with Monday.

       Section 3:       (a) When service is required by Carrier on days off of regular assignments it
may be performed by other regular assignments, by regular relief assignments, by a combination of
regular and regular relief assignments, or by extra employees when not protected in the foregoing
manner. (This does not disturb rules or practices involving the use of emergency men or unassigned
employees.) Where regular relief assignments are established, they shall, except as otherwise
provided in this Agreement, have five consecutive days of work, designated days of service, and
definite starting times on each shift within the time periods specified in the starting time rules. They
may on different days, however, have different starting times within the periods specified in the
starting time rules, and have different points for going on and off duty which shall be the same as
those of the employee or employees they are relieving.

       (b)      Where regular relief assignments cannot be established for five consecutive days on
the same shift within the time periods specified in the starting time rules, as provided for in Section 3
(a), such assignments may be established for five consecutive days with different starting times on
different shifts on different days, within the time periods specified in the starting time rules, and on
different days may have different points for going on and off duty which shall be the same as those of
the employee or employees they are relieving.

     (c)      After the starting times and days of service have been established, changes therein may
be made only in accordance with schedule or bulletined rules.
      (d)     Rules providing for assignments of crews "for a fixed period of time which shall be for
the same hours daily" will be relaxed only to the extent provided in (a) and (b) of this Section 3.

(e)      Regular relief assignments for yard crews will be established for the crew as a unit. However,
if an operational problem exists or arises which makes it impracticable to relieve regular or regular
relief crews as a unit, or if either of the parties on the property desires, the designated days off need
not be the same for individual members of a crew.

       Representatives of the Carrier and of the employees will cooperate in designating days off of
individual members of a crew.
                                                  28
       (Note: It is recognized in the application of the foregoing that the nature of the work on
       certain assignments will require that some member or members of the crew have knowledge of
       the work of the assignment and that this will be considered one of the operational problems).

       It is agreed that crews regularly assigned to House, Train Yard, and West End engines at
Denver will be relieved as a unit. On all other assignments at Denver and Trinidad, crews will be
relieved as individual members.

       (f)      Except as otherwise provided for in this Section 3, regular relief assignments shall be
established in conformity with rules in agreements or practices in effect on individual properties
governing starting times and bulletining of assignments, and when so established may be changed
thereafter only in accordance with schedule and bulletin rules.

      Section 4:       Blank.

      Section 5:       Blank.

      Note: It is agreed employees working from the common road and yard extra board at
      Trinidad will not be permitted to work in excess of five days in a calendar week in Trinidad
      yard service, but when worked in yard service will not restrict their rights to be used in road
      service in their turn.

       Section 6:      (a) Existing rules which relate to the payment of daily overtime for extra
employees and practices thereunder are not changed hereby. Any shift in yard service in excess of
eleven straight-time shifts in yard service in a semi-monthly period will be paid for at time and one-
half rate.

      The Yardmen's Extra Board will be reestablished as of 12:01 A.M. each first day and 16th day
of each month.

      Note: It is recognized that the Carrier is entitled to have an extra employee work eleven
      straight time shifts in yard service in a semi-monthly period without regard to overtime shifts
      which may be worked under provisions of the Agreement of May 25, 1951. After an extra man
      has worked eleven straight time shifts in yard service in a semi-monthly period he will remain
      on the extra board, but will not be used in yard service during the remainder of that period if
      other extra men are available who can work in such service at the straight time rate,

      (b)      In the event an additional day's pay at the straight time rate is paid to an extra
employee for other service performed or started during the course of his tour of duty in yard service,
such additional day will not be utilized in computing the eleven straight time shifts referred to in
paragraph (a) of this Section.
       (c)      The principles outlined in Section 8 (1) and (2) shall be applicable to extra employees
in the application of this Section 6.

      Section 7:      (a)     In the event a regular or regular relief job or assignment is annulled for
one day or more, the yard service employee or employees holding the job or assignment may displace
any junior yardman or yardmen.



                                              29
       (b)     Any yard service employee or employees who because of their seniority standing, or
for
other reasons, are unable to place themselves on a regular job or assignment on the day or days their
job or assignment is annulled, will revert to the extra board and be placed thereon behind all other
extra men on the extra board at the expiration of the shift, in accordance with the note to Paragraph
(F) of Rule 62.

       (c)      In event a regular or regular relief job or assignment is annulled for one day or more
and any or all of the displaced yard service employees are unable to displace an employee or
employees with lesser seniority on such day or days, thereby being deprived of working one or more
of the five days of the job or assignment, such yard service employee or employees, if they so desire,
shall be placed on the extra board in addition to the men then on the board so as to be available for
work on the sixth and/or seventh day of the work week to provide them an opportunity to work five
straight time shifts during the work week, provided: (1) that such yard service employees endeavored
to exercise their seniority as provided in Paragraphs (a) and (b) of this Section 7, (2) that such yard
service employees are used from the extra board in accordance with rules in effect on the property and
(3) that such service for the first eight hours on such sixth and/or seventh days will be paid for at
straight time rates, until such employee or employees have worked five straight time shifts in that
work week, any service in excess of eight hours on such days to be paid for under the overtime rules.

      Note (1):         If for any reason there is not sufficient work to retain in service any or all crews
      in all or either of the classes mentioned for the number of days above described, the Company
      will not be required to pay for time other than that actually worked.

      Note (2):      Assignments worked in excess of their assigned days will be considered extra
      engines and will be protected under the provisions of Current Rule 62 (G).

       Section 8:      (1) Existing rules which relate to the payment of daily overtime for regular
yardmen and practices thereunder are not changed hereby and shall be understood to apply to regular
relief men, except that work performed by regular relief men on assignments which conform with the
provisions of Section 3 shall be paid for at the straight time rate.

       (2)    Current overtime rules relating to extra yardmen are cancelled as of the effective date
of this Agreement and the following will apply:

Except as indicated below or when changing off where it is the practice to work alternately days and
nights for certain periods working through two shifts to change off, or where exercising seniority
rights, all time worked in excess of eight hours continuous service in a twenty-four hour period shall
be paid for as overtime on a minute basis at one and one-half times the hourly rate.

      In the application of this rule, the following shall govern:
      (a)     This rule applies only to service paid on an hourly or daily basis and not to service
paid on mileage or road basis.

       (b)     A tour of duty in road service shall not be used to require payment of such overtime
rate in yard service. (The term "road service," as used in this Paragraph (b), shall not apply to
employees paid road rates, but governed by yard rules.)

       (c)     Where an extra man commences work on a second shift in a twenty-four hour period
he shall be paid at time and one-half for such second shift except when it is started twenty-two and
one-half to twenty-four hours from the starting time of the first shift.
                                                   30
               A twenty-four hour period, as referred to in this rule, shall be considered as
commencing for the individual employee at the time he started to work on the last shift on which his
basic day was paid for at pro rata rate.

       (d)     An extra man changing to a regular assignment or a regularly assigned man reverting
to the extra list shall be paid at the prorata rate for the first eight hours of work following such
change.

        (e)     Except as modified by other provisions of this rule, an extra employee working one
shift in one grade of service and a second shift in another grade of service shall be paid time and one-
half for the second shift, the same as though both shifts were in the same grade of service, except
where there is another man available to perform the work at pro rata rate.

      Note (1):        Blank.

      Note (2):          The adoption of this rule shall not affect any existing rule in the schedule of
      any individual Carrier relating to service performed on a succeeding trick when an employee's
      relief fails to report at the fixed starting time.

      Note (3):        On such roads as have an existing rule or practice differing from the rule of the
      December 12, 1947, Agreement, titled "OVERTIME RATE IN YARD SERVICE - EXTRA
      MEN," and providing for pay at time and one-half, without exceptian, to extra yardmen
      performing a second tour of duty in a 24-hour period, the Employees' Committee may elect to
      retain the existing rule or practice in lieu of this rule.

      (3)   Employees worked more than five straight time eight-hour shifts in yard service in a
work week shall be paid one and one-half times the basic straight time rate for such excess work,
except:

      (a)      1.      After an extra employee has worked 11 days in a half month (Ist through 15th
and 16th through last day af the month), he will not be available for further extra service in that half,
except as hereinafter provided.

2.      After all extra employees have worked 11 days in their work half, the extra board will be
deemed to be exhausted and further temporary vacancies during the work half will be protected by the
senior regularly assigned available employee from the group in which the vacancy occurs who has
expressed a desire, in writing, to perform extra service on his rest days.
      3.        Regularly assigned yardmen desiring to work as extra yardmen on their rest days,
when such extra yard work is available due to the extra board being exhausted, must signify, in
writing to the Chief Yard Clerk, their desire to perform such extra service.

       4.       Such regularly assigned yardmen signifying their desire to work as extra yardmen on
their rest days, in the group in which they are regularly assigned, must be available for call as extra
men, unless they arrange to "lay off" at least 2 hours before the calling hours of extra men. Failure to
be available for a call for such extra work will result in disqualifying such regularly assigned yardmen
for a period of 30 days for performing extra yard work.

       5.       If there are no regularly assigned yardmen in the group in which the temporary
vacancy occurs, available to protect such extra work, then the extra man first out on the board at the
time the extra board was exhausted will be called for such temporary vacancy.
                                                    31
       6.       No change will be made by regular yardmen signifying their desire to perform extra
work on their rest days, except on the starting of each calendar month.

      7.       The extra board of yardmen will be reestablished as of 12:01 A. M. each first and 16th
day of the month. If, during the calendar work half (1st to 15th and 16th to last day of the month),
some of the extra men did not work 11 days, such men will be placed first out in their turn as of 12:01
A.M. on the 1st and 16th. If all extra men worked 11 days during the calendar work half, the extra
men will be marked up on the board in the order in which they stood at the time they completed their
11 days in the previous half.

       (b)     When changing off where it is the practice to work alternately days and nights for
certain periods;

      (c)      When working through two shifts to change off;

      (d)      Where exercising seniority rights from one assignment to another;

       (e)     Where paid straight time rates under existing rules or practices for a second tour of
duty in another grade or class of service.

       In the event an additional day's pay at the straight time rate is paid to a yard service employee
for other service performed or started during the course of his regular tour of duty, such additional
day will not be utilized in computing the five straight time eight hour shifts referred to in this
Paragraph (3).

(4)     There shall be no overtime on overtime; neither shall overtime hours paid for, nor time paid
for at straight time rate for work referred to in Paragraph (3) of this Section 8, be utilized in
computing the five straight time eight-hour shifts referred to in such Paragraph (3) of this Section 8,
nor shall time paid for in the nature of arbitraries or special allowances such as attending court,
inquests, investigations, examinations, deadheading, etc., be utilized for this purpose, except when
such payments apply during assigned working hours in lieu of pay for such hours, or where such time
is now included under existing rules in computations leading to overtime. Existing rules or practices
regarding the basis of payment of arbitraries or special allowances such as attending court, inquests,
investigations, examinations, deadheading, etc., also for calls, basic day, transfer time, stand-by time,
and compensation therefor, preparatory time, starting time (except as otherwise provided in Section
3) and similar rules are not affected by the provisions of this Article 3.
      (5)      Any tour of duty in road service shall not be considered in any way in connection with
the application of the provisions of this Article 3, nor shall service under two agreements be
combined in any manner in the application of this Article 3.

       Section 9:      When ever a Yardman works any shift as Yardmaster or a Yardmaster works
any shift as Yardman, such shift will be counted in computing work as either Yardman or Yardmaster
in applying the five day work week of either Yardmen or Yardmasters.

     If a Yardman or extra Yardmaster is filling the vacancy of an assigned Yardmaster on vacation,
such Yardman or extra Yardmaster will assume all conditions and rest days of the position worked.

        Section 10:     (a) All regular or regular relief assignments for yard service employees shall be
for five (5) consecutive calendar days per week of not less than eight (4) consecutive hours per day,
except as otherwise provided in this Article 3.
                                                     32
        (b)      An employee on a regular or regular relief assignment in yard service who takes
another regular or regular relief assignment in yard service, or selects another "days off" period on a
strict seniority or mark-up board in yard service, will be permitted to go on the assignment or "days
off" period of his choice, and will take the conditions of that assignment or "days off" period, but will
not be permitted to work more than five (5) straight time eight-hour shifts, as referred to in Paragraph
(d) of this Section, in the work week of the assignment or "days off" period which he had at the time
he made his choice; provided, however, that if the foregoing would not permit such employee to work
one or more days of the assignment of his choice, and if there is no extra man available who could be
used to perform the work on those days, he may be used to work those days at the straight time rate.

       (c)    An employee on a yard extra board who takes a regular or regular relief assignment in
yard service will be permitted to go on the assignment of his choice and will take the conditions of
that assignment.

       An employee on a regular or regular relief assignment who goes on an extra board will take the
conditions attached to the extra board, but will not be permitted to work more than five straight time
eight-hour shifts, as referred to in Paragraph (d) of this Section in the work week starting with the
Monday in which the change is made.

       (d)     Except as provided in Paragraphs (b) and (c) of this Section, employees, regular or
extra, will not be permitted to work more than five straight time eight-hour shifts in yard service
(excluding the exceptions from the computations provided for in Section 8, Paragraphs (3) and (4) in
a work week), unless the extra board has been exhausted and the exigencies of the service require the
use of additional men, in which event senior available employees in the group in which the vacancy
occurs shall be used in accordance with applicable rules or practices in effect on individual properties.

       Section 11: (a) Where reference is made in this Article 3 to the term "yard service" it shall
be understood to have reference to service performed by employees governed by yard rules and yard
conditions.

       (b)    Section 3 (e) and Section 5 of this Article 3 shall not apply to Switchtenders
(sometimes classified as Switchmen).

        (c)     None of the provisions of this Article 3 relating to starting time shall be applicable to
any classification of employees included within the scope of this Article 3 which is not now subject to
starting time rules.
     Section 12: Except as herein provided, all existing rules not in conflict with this
Memorandum of Agreement, as contained in the Current Yardmen's Agreement, will remain in effect,

RULE 51 - YARDMEN'S EXTRA BOARD - REGULATION

        Denver Yardmen's Extra Board will be regulated, so far as it is possible to do so and still
protect vacancies in yard service, to permit the men on the Extra Board to work a minimum of eight
(8) and a maximum of ten (10) days per one-half calendar month. The Terminal Superintendent and
the Local Chairman will cooperate in the regulation of the Extra Board and will arrange for the Board
to be reduced or increased in order to comply with this regulation.

       It is understood that in applying this regulation, the Railway Company is not guaranteeing any
number of days far Yardmen. It is further understood that if the service requires, extra Yardmen may
be used to work in excess of the ten (10) days maximum, as provided above.
                                                   33
RULE 52 - POINT FOR BEGINNING AND ENDING DAY

       The pay of yardmen will continue until they return to the point from which they start to work.

RULE 53 - OTHER SERVICE

        (A)     Yardmen assigned to other than their regular duties will be paid the established rate for
the service performed, but in no case shall the yardmen so assigned be paid less than on the basis of
their regular rates.

        (B)    Regular assigned Yardmen will be allowed yard rates of pay when used in road
service, except when protecting their Conductor rights.

RULE 54 - WORK OUTSIDE YARD LIMITS

        Yardmen regularly assigned to perform service within switching limits shall not be used in
road service when road crews are available except in emergency. When yard crews are used in road
service under conditions above referred to, they shall be paid miles or hours, whichever is the greater,
with a minimum of one hour, for the class of service performed in addition to the regular yard pay and
without any deduction therefrom for the time consumed in said service. (See Rule 81)

RULE 55 - CHAINING CARS, HANDLING HOSE

     (A)       Yardmen will not be required to chain up or unchain cars except on train yard leads
and main line.

       (8)    Yardmen required to couple or uncouple air, steam or signal hose will be allowed air
pay allowance as prescribed in Rates of Pay Schedule.

RULE 56 - LUNCH TIME

      (A)       Yard crews will be allowed twenty minutes for lunch between four and one-half and
six hours after starting work without deduction in pay.

      (B)     Yard crews will not be required to work longer than six hours without being allowed
twenty minutes for lunch, with no deduction in pay or time therefor.
      Question.       Does this article apply to switchtenders?

      Decision.       Yes, but switchtenders will be held responsible for their regular duties during
lunch periods.

       (C)      When yard crews are not granted meal period within the hours specified they will be
allowed an additional twenty (20) minutes at the overtime rate. If the second meal period is not
granted within the time limit specified, yard crews will also receive an additional twenty (20) minutes
at over time rates.

       It is understood that in computing the time when the second meal period becomes due under the
rules, if the first meal period was taken after six hours, it will be considered that the first meal period
was completed at the end of the six hours. In other words a second meal period must be allowed when a
crew has worked eleven (11) hours and forty (40) minutes if second meal period not yet afforded.
                                                   35
       In those cases where a second meal period becomes due under the rules, it is understood that
supervision will see that they consult with the yard crew in arranging the second meal period and if
they want to take it rather than working through, it should be arranged in a place where they can
secure food.

RULE 57 - CALCULATING ASSIGNMENTS AND MEAL PERIODS

       The time for fixing the beginning of assignments for meal periods is to be calculated from the
time fixed for the crew to begin work as a unit without regard to preparatory or individual duties.

RULE 58 - NUMBER OF MEN IN CREW

A crew in Denver or Trinidad yard shall consist of not less than one foreman and two helpers except
regularly assigned east end train yard crews at Denver, not in excess of one crew on each shift, shall
consist of not less than one foreman and three helpers. The third helper on east end train yard crews
may also work with other crews in the east end train yard area.

RULE 59 - ASSIGNMENTS

       (A)      Yardmen shall be assigned for a fixed period of time which shall be for the same hours
daily for all regular members of a crew. So far as it is practicable assignments shall be restricted to
eight hour's work.

      (B)      A list of regular assigned yard crews will be posted at all yard offices.

RULE 60 - STARTING TIME

      (A)      Regularly assigned yard crews shall each have a fixed starting time, and the starting
time of a crew will not be changed without at least 48 hours' advance notice.

       (B)     Where three 8-hour shifts are worked in continuous service, the time for the first shift
to begin work will be between 6:30 a.m. and 8:00 a.m.; the second 2:30 p.m. and 4:00 p.m.; and the
third 10:30 p.m. and 12 midnight.

      (C)      Where two shifts are worked in continuous service, the first shift may be started during
any one of the periods named in Paragraph (B).
      (D)    Where two shifts are worked not in continuous service, the time for the first shift to
begin work will be between the hours of 6:30 a.m. and 10 a.m. and the second not later than 10:30
p.m.

      (E)      Where an independent assignment is worked regularly, the starting time will be during
one of the periods provided in Paragraph (B) or (D).

      (F)     At points where only one yard crew is regularly employed, they can be started at any
time, subject to Paragraph (A).

      (G)       Where mutually agreeable, on account of conditions produced by having two standards
of time, starting time may be changed one hour from periods above provided.


                                                 36
       (H)      If and when local service requirements necessitate, the general committee agrees to
confer with the Management with the view of negotiating exceptions to starting time rules covering
yard service, by agreement in writing in individual cases. In event of disagreement, present starting
time rules will cover.

       (I)     All extra assignments for periods not exceeding four consecutive days may be started
at any time.

RULE 61 - REDUCTION IN CREWS

       When it becomes necessary to reduce the number of regular crews, the men will be notified
sixteen hours before change is made.

RULE 62 - VACANCIES

     (A)      All new assignments will be advertised for a period of five days, the senior Foreman
and Helpers bidding will be assigned, bids to cover other vacancies occasioned thereby.

      (B)      A vacancy for Foreman of less than ten days must be protected by the senior Helper of
such crews.

       A known vacancy for Foreman or Pilot of ten days or more will be advertised for a period of
five days and assigned to the senior qualified Yardman bidding. Other vacancies occasioned thereby
will be assigned to the senior Yardman bidding.

      A known vacancy for Helper in excess of ten days will be advertised for a period of five days
and assigned to the senior Yardman bidding. Other vacancies occasioned thereby will be assigned to
the senior Yardman bidding. During the period of advertising, the vacancy will be filled by extra
Yardman on the first-in, first-out basis.

      Vacancies for Foreman during advertisement will be filled by senior Helper of such crew.

       Vacancies for Pilot during advertisement will be filled by senior qualified regular Yardmen in
the group as shown in Paragraph (G).
      Note: In case the Foreman and "Highball" man on east end train yard engines lay off,
      the senior remaining Helper on such assignments may elect to fill vacancy of "Highball"
      position instead of the Foreman's vacancy.

       (C)      1.     Regularly assigned Yardmen desiring to displace Junior Yardmen, regular or
extra, must give five (5) days written notice to the trainmaster advising which Junior Yardmen they
desire to displace. On receipt thereof, the trainmaster will post notice in the Yard Offices notifying
the Yardman of such displacement request and advertise the vacancies occasioned thereby. Senior
man bidding in writing will be assigned.

      2.       Yardmen working in yard service in excess of twenty eight (28) days may, upon seven
(7) days advance written notice (which cannot be canceled) displace any Junior Conductor or
Brakeman in road service. Advertisement for assignment vacated will be posted in all Yard Offices
and notice books at Terminals notifying yardmen trainmen of displacement request and advertise the
vacancies occasioned thereby, Senior man bidding in writing will be assigned.
                                                37
      Note 1: Seniority displacements will be effective the first work day following the rest
      days of the assignment from which vacated.

      Note 2: When permanent vacancy for foreman or helper occurs and no bids are
      received, the youngest man on the extra list will be assigned to the vacancy. If the
      youngest man on the extra list does not meet the qualifications for foreman as outlined
      in this Rule, the Junior Yardman who is qualified will be assigned as foreman.

      Note 3: Yardmen who exercise their seniority to the extra board here under will be
      required to remain thereon for a period of not less than 30 calendar days, except when
      covering vacancies under bid.

       (D)    Yardmen displaced must exercise their displacement rights within (48) hours after
having been notified of displacement, Failing to exercise displacement rights within (48) hours,
yardmen will only be permitted to place last out on the Yardmen's Extra Board.

        (E)     Yardmen desiring to lay off must request permission from proper authority at least
three hours in advance of the starting time of their assignment, except that regular men on night shifts
desiring to lay off must request permission before 6:00 p.m.

     (F)      Unless otherwise provided, extra men will be worked first-in, first-out in filling
temporary vacancies of less than ten days.

      Note: Extra men will be marked up at time released from duty and it is their
      responsibility to notify Crew Caller accordingly, after which they will be called first-in,
      first-out.

       (G)      Except as herein provided, extra yard engines will be protected by men first out on the
extra board, the senior qualified Yardman of which (qualification requires at least 180 days'
experience-not seniority-in yard service) will protect the Foreman's position. If none are qualified,
the qualified Helper assigned in the group (Rule 60) in which the engine is worked will be assigned in
seniority order the Foreman's position. The twenty-four hour period to be grouped as follows:

         6:30 a.m. to 12:00 noon
         2:00 noon to 6:30 p.m.
         6:30 p.m. to 12:01 a.m.
      (H)      Extra men having had eight hours or more rest must be available for call between the
hours of 5:00 a.m. and 7:00 a.m.; between noon and 2:00 p.m.; and between 6:00 p.m. and 7:00 p.m.
each day.

       (I)     Vacancies on yard engines at Trinidad will be filled from the consolidated Brakemen's
extra board by the Brakeman first-out on the extra board.

      Vacancies for Foreman on regular and extra engines at Trinidad will be filled in accordance
with Paragraph (B) of this rule.

     Vacancies for Helper on regular and extra engines at Trinidad will be filled in the same
manner.
     Note: At Trinidad, extra service of Foreman on Engines not assigned (extra engines
     or yard pilot jobs), the senior yard Helper assigned in the next following time group will
     be used.
                                              38
RULE 63 - PILOT SERVICE - DENVER

       (A)      All Colorado and Southern Passenger Train engines shall be placed on trains at Denver
Union Depot, and taken from Colorado and Southern Passenger Trains to the engine house upon
arrival, by yard pilots. The senior qualified regular yardman will be tendered the extra pilot work in
his respective group. (Rule 60)

      (B)  Pilots will assist the Union Depot employees in picking up and setting out baggage
cars.
RULE 64 - WORK TRAIN SERVICE

       (A)     Work trains used wholly within yard limits will be manned by yardmen, when
available.

      (B)      Road trainmen shall have the right to man work trains that are operated partly within
switching or yard limits and partly on the road adjacent to such yard or switching limits.

RULE 65 - CABOOSES - YARD

       Yard crews on Industrial assignments will be furnished cabooses, if requested by yard crew on
that assignment.

RULE 66 - HOURS OF SERVICE

      Regular yardmen required to work sixteen hours will resume work when their rest period is up
under the Federal Law; and then be permitted to work eight hours or paid therefor.
      (Note: Amended by Public Law 91-169.)

RULE 67 - PAID HOLIDAYS - YARD SERVICE EMPLOYEES

      Section 1:      Regularly Assigned Yardmen:

       (a)     Each regularly assigned yard service employee, who meets the qualifications provided
in paragraph (b) hereof, shall receive one basic day's pay at the pro rata rate of the position to which
regularly assigned for each of the following enumerated holidays:
      New Year's Day                         Labor Day
      Washington's Birthday                  Veteran's Day (the day after Thanksgiving)
      Good Friday                            Thanksgiving Day
      Decoration Day                         Christmas Eve
      Fourth of July                         Christmas Day
      New Years Eve

     Only one basic day's pay shall be paid for the holiday irrespective of the number of shifts
worked.

      Note: When any of the above-listed holidays fall on Sunday, the day observed by the
      State or Nation shall be considered the holiday.

      (b)      To qualify, a regularly assigned employee must be available for or perform service as a
regularly assigned employee on the work days immediately preceding and following such holiday,
and

                                                39
if his assignment works on the holiday, the employee must fulfill such assignment. However, a
regularly assigned yard service employee whose assignment is annulled, canceled or abolished, or a
regularly assigned yard service employee who is displaced from a regular assignment as a result
thereof on (1) the work day immediately preceding the holiday, (2) the holiday, or (3) the work day
immediately following the holiday will not thereby be disqualified for holiday pay provided he does
not lay off on any of such days and makes himself available for yard service on each of such days
excepting the holiday in the event the assignment does not work on the holiday. If the holiday falls
on the last day of an employee's work week, the first work day following his "days off" shall be
considered the work day immediately following. If the holiday falls on the first work day of his work
week, the last work day of the preceding work week shall be considered the work day immediately
preceding the holiday.

       Note 1: A regularly assigned yard service employee who qualified for holiday pay under
paragraph (b) above shall not be deprived thereof by reason of changing from one regular yard
assignment to another regular yard assignment on the work day immediately preceding or following
the holiday or on the holiday.
                                                   40
      Note 2: A regularly assigned yard service employee whose assignment is annulled,
      canceled, or abolished, or a regularly assigned yard service employee who is displaced
      from a regular assignment as a result thereof as set forth above in paragraph (b), and
      who reverts to the extra board, will be considered "Available" if he marks himself on
      the extra board in sufficient time under existing applicable mark-up rules to work a tour
      of duty at the first opportunity permitted by such applicable rules.

      Note 3: An employee will be deemed to have performed service or fulfilled his
      assignment if he is required by the carrier to perform other service in accordance with
      rules and practices on the carrier.

      (c)      In yards operating under strict seniority or mark-up boards, determination of "regularly
assigned employees" for the purpose of applying the qualifying provisions of paragraph (b) of this
Section 1 shall be the subject of negotiations on the individual properties.

      (d)      This Section 1 applies only to regularly assigned yard service employees paid on an
hourly or daily basis, who are subject to yard rules and working conditions. Except as provided for in
Note 3 to Section 1 (b) above, each of the qualifying days of service provided in paragraph (b) of this
Section I must be performed in yard service.

       (e)      Existing weekly or monthly guarantees shall be modified to provide that where a
holiday falls on the work day of the assignment, payment of a basic day's pay pursuant to paragraph
(a) of this Section 1, unless the regularly assigned employee fails to qualify under paragraph (b) of
this Section 1, shall satisfy such guarantee. Nothing in this Section 1 shall be considered to create a
guarantee where none now exists, or to change or modify rules or practices dealing with the carrier's
right to annul assignments on the holidays enumerated in paragraph (a) of this Section 1.

       (f)   That part of all rules, agreements, practices or understandings which require that yard
crew assignments or individual assignments for yardmen be worked a stipulated number of days per
week or month will not apply to the ten holidays herein referred to but where such an assignment is
not worked on a holiday, the holiday payment to qualified employees provided by this Section, will
apply.

Section 2 - Extra Yard Service Employees:

       (a)     Each extra yard service employee, who meets the qualifications provided in paragraph
(b) of this Section 2 shall receive one basic day's pay at the pro rata rate on any of the following
enumerated holidays:

            New Year's Day                           Labor Day
            Washington's Birthday                    Veterans'Day (the day after Thanksgiving)
            Good Friday                              Thanksgiving Day
            Decoration Day                           Christmas Eve
            Fourth of July                           Christmas Day
            New Years Eve




                                                     41
      Note 2: A regularly assigned yard service employee whose assignment is annulled,
      canceled, or abolished, or a regularly assigned yard service employee who is displaced
      from a regular assignment as a result thereof as set forth above in paragraph (b), and
      who reverts to the extra board, will be considered "Available" if he marks himself on
      the extra board in sufficient time under existing applicable mark-up rules to work a tour
      of duty at the first opportunity permitted by such applicable rules.

      Note 3: An employee will be deemed to have performed service or fulfilled his
      assignment if he is required by the carrier to perform other service in accordance with
      rules and practices on the carrier.

      (c)      In yards operating under strict seniority or mark-up boards, determination of "regularly
assigned employees" for the purpose of applying the qualifying provisions of paragraph (b) of this
Section 1 shall be the subject of negotiations on the individual properties.

      (d)      This Section 1 applies only to regularly assigned yard service employees paid on an
hourly or daily basis, who are subject to yard rules and working conditions. Except as provided for in
Note 3 to Section 1 (b) above, each of the qualifying days of service provided in paragraph (b) of this
Section I must be performed in yard service.

       (e)      Existing weekly or monthly guarantees shall be modified to provide that where a
holiday falls on the work day of the assignment, payment of a basic day's pay pursuant to paragraph
(a) of this Section 1, unless the regularly assigned employee fails to qualify under paragraph (b) of
this Section 1, shall satisfy such guarantee. Nothing in this Section 1 shall be considered to create a
guarantee where none now exists, or to change or modify rules or practices dealing with the carrier's
right to annul assignments on the holidays enumerated in paragraph (a) of this Section 1.

       (f)   That part of all rules, agreements, practices or understandings which require that yard
crew assignments or individual assignments for yardmen be worked a stipulated number of days per
week or month will not apply to the ten holidays herein referred to but where such an assignment is
not worked on a holiday, the holiday payment to qualified employees provided by this Section, will
apply.

Section 2 - Extra Yard Service Employees:

       (a)     Each extra yard service employee, who meets the qualifications provided in paragraph
(b) of this Section 2 shall receive one basic day's pay at the pro rata rate on any of the following
enumerated holidays:

            New Year's Day                           Labor Day
            Washington's Birthday                    Veterans'Day (the day after Thanksgiving)
            Good Friday                              Thanksgiving Day
            Decoration Day                           Christmas Eve
            Fourth of July                           Christmas Day
            New Years Eve




                                                     42
        Only one basic day's pay shall be paid for the holiday irrespective of the number of shifts
worked. If more than one shift is worked on the holiday the allowance of one basic day's pay shall be
at the rate of pay of the first tour of duty worked.

      Note: When any of the above-listed holidays fall on Sunday, the day observed by the
      State or Nation shall be considered the holiday.

      (b)      To qualify, an extra yard service employee must:

      (1)      Perform yard service on the calendar days immediately preceding and immediately
following the holiday, and be available for yard service the full calendar day on the holiday, or,

     (2)      Be available for yard service on the full calendar days immediately preceding and
immediately following the holiday and perform yard service on such holiday, or,

       (3)     If such employee cannot qualify under Section 2(b) (1) or (b) (2), then in order to
qualify he must be available for yard service an the full calendar days immediately preceding and
immediately following and the holiday, or perform yard service an any one or more of such days and
be so available on the other day or days, and compensation for yard service paid him by the carrier is
credited on 11 or more of the 30 calendar days immediately preceding the holiday.

      Note 1: An employee whose service status changes from an extra yard service
      employee to a regularly assigned yard service employee or vice versa on one of the
      qualifying days shall receive the basic day's pay provided in paragraph (a) of Section 2
      provided (1) he meets the qualifications set forth in paragraph (b) of Section 2 on the
      day or days he is an extra yard service employee and (2) he meets the qualifications set
      forth in paragraph (b) of Section I on the day or days he is regularly assigned yard
      service employee, provided further, that a regularly assigned yard service employee who
      voluntarily changes his service status to an extra yard service employee on any of the 3
      qualifying days shall not be entitled to receive the pay provided for in paragraph (a) of
      Section (2).

      Note 2: For the purpose of Section 2, an extra yard service employee will be deemed to
      be available if he is ready for yard service and does not lay off of his own accord, or if
      he is required by the carrier to perform other service in accordance with rules and
      practices on the carrier.

      Note 3: The term "extra yard service employee" shall include an extra employee on a
      common extra list protecting both road and yard service, except that an employee, while
      performing road service, shall not be regarded as being available for yard service,
      unless compensation for yard service paid him by the carrier is credited on 11 or more
      of the 30 calendar days immediately preceding the holiday.

      Note 4: The term "yard service" as used herein applies only to yard service paid for on
      an hourly or daily basis and subject to yard rules and working conditions.



                                                     43
Section 3 - Rules Applicable to both Regular and Extra Yard Service Employees:

       (a)     Yard service employees who work on any of the ten specified holidays shall be paid at
the rate of time and one-half for all services performed on the holiday with a minimum of one and
one-half times the rate for the basic day.

       (b)      As used in this Article, the terms "work day", "calendar day" and "holiday" on which
yard service is performed refer to the day to which service payments are credited.

      (c)    Nothing in this Article shall be considered to change or modify application of the
Vacation Agreement effective July 1, 1949, as amended, and Article 3 (Five-Day Work Week) of the
Agreement of May 25, 1951, as amended.

      (d)      When one or more designated holidays fall during the vacation period of the
employee, his qualifying days for holiday pay purposes shall be his workdays immediately preceding
and following the vacation period.

      (e)      Not more than one time and one-half payment will be allowed, in addition to the "one
basic day's pay at the pro rata rate," for service performed during a single tour of duty on a holiday
which is also a work day or a vacation day.

      (f)     Special Qualifying Provision - Employee Qualifying for both Christmas Eve and
Christmas Day. An employee who meets all other qualifying requirements will qualify for holiday
pay for both Christmas Eve and Christmas Day if on the "workday" (for a regularly assigned
employee) or the "calendar day" (for an extra or unassigned employee) immediately preceding the
Christmas Eve holiday he fulfills the qualifying requirements applicable to the "workday" or the
"calendar day" before the holiday and on the "workday" or the "calendar day", as the case may be,
immediately following the Christmas Day holiday he fulfills the qualifying requirements applicable to
the "workday" or the "calendar day" after the holiday.

      An employee who does not qualify for holiday pay for both Christmas Eve and Christmas Day
may qualify for holiday pay for either Christmas Eve or Christmas Day under the provisions
applicable to holidays generally.

GENERAL RULES - APPLIES TO ALL EMPLOYEES COVERED BY THIS AGREEMENT

RULE 68 - SENIORITY AND REDUCTION OF FORCE

       (A)      Yardmen-Trainmen will establish common seniority rights, on the entire Colorado and
Southern Railway system, at the time of entering the service. Where two or more employees enter the
service at the same day and hour, they will rank in accordance with the time the application is filed,
which time will be recorded on the application.

       (B)      When the force is reduced, at any location, the junior yard man-trainman will be first
relieved, and so on in turn, according to their seniority rights. A yardman-trainman so relieved will
retain their seniority rights. A yardman-trainman so relieved will retain his seniority standing and
shall
                                                      44

be recalled to service when it becomes necessary to increase the force, except that an employee
relieved at one location will be required to report at another location should the demands of the
service require. He must report, at the other location, within forty-eight (48) hours after receipt of
recall notice, unless he has secured outside employment, in which event he must report within five (5)
days or forfeit his seniority, except in cases of bona fide illness.

      (C)      A yardman-trainman leaving the service of his own accord forfeits all seniority rights.

      (D)     The right to preference of work and promotion will be governed by seniority and
capability. Merit being equal, the senior yardman-trainman will be given preference.

      (E)      It will be understood that the application of this Rule in regards to the promotion of
yardmen-trainmen to assistant yardmaster or yardmaster, hereinafter collectively referred to as "yard-
masters", will be as follows:

        (1)     Yardmen-trainmen who have had not less than three years' experience as yardmen and
including at least one year's service in the Denver yards as yardmen, desiring promotion to yardmaster
positions, will file written application with the terminal trainmaster who will either approve or
disapprove the application within five (5) days. If application is disapproved, the reasons for
disapproval will be given in writing. If application is disapproved and yardman-trainman is not
satisfied with such decision, he may within 30 days appeal the case for consideration between the
officers of the company and committee representing yardmen. Such officers and authorized
committee of the Union will either approve or disapprove the application. If such officers and
committee are unable to reach an agreement, the question at issue will be subject to the usual appeal.

       (2)     Yardmen-trainmen whose applications have been disapproved may not file
reapplication for consideration for promotion to yardmaster positions until the expiration of one year
from the date of disapproval of their former application.

       (3)      Yardmen-trainmen whose applications have been approved will be eligible to bid on
new positions or advertised vacancies of yardmaster positions. If no bids are received, the senior
eligible yardman-trainman will be assigned. If he refuses to accept the assignment he will be
disqualified for further work as a yardmaster for a period of one year.

       (4)      Yardmen-trainmen whose applications have been approved and are not assigned to
yardmaster positions, will protect extra or relief yardmaster's work. They will express in writing to
the terminal trainmaster, designating their desire to protect vacancies having starting times within the
following periods: 6:30 a.m. to 12 noon; 12 noon to 6:30 p.m.; 6:30 p.m. to 12:01 a.m.; and 12:01
a.m. to 6:30 a.m.; and such vacancies will be filled by such senior eligible yardmen-trainmen.
Yardmen-trainmen who refuse to protect such extra yardmaster's work will be disqualified for further
work as yardmaster for a period of one year. If none of the yardmen-trainmen whose applications
have been approved for yardmaster's work have designated their desire to protect vacancies within
certain of these periods, the senior eligible yardman-trainman from the next prior period will be
required to protect the vacancy.

      (F)      Yardmen-trainmen desiring promotion to Conductor will be governed by Rule 32.
                                                   45
RULE 69 - LEAVE OF ABSENCE

       (A)     Leave of absence will not be granted for more than ninety days, except in case of
sickness or committee work. However, employees in the service of the company five years or more
desiring leave of absence exceeding ninety days may make request to superintendent for extension not
exceeding ninety days for each leave, total not to exceed nine months in any twelve months' period.
Each individual case to be handled on its merits.

       (B)     Any trainmen absent on leave who engages in other employment will lose his seniority
unless special provisions shall have been made therefor by the superintendent and committee.

       (C)     Trainmen who have been out of service exceeding nine months and later returned to
service will be required to take physical examination and examination on rules before they are again
allowed to return to service.

       (D)    Trainmen having obtained leave of absence will be required to give at least twelve
hours' advance notice of their desire to resume work.

RULE 70 - INCORRECT TIME SLIPS

      Should time slips be sent in and not allowed, timekeeper will advise trainmen, giving reasons
why not allowed, over the signature of the superintendent.

RULE 71 - TIME LIMIT ON CLAIMS

      (A)      When complaints or claims are made, rules of the schedule must be specified.

       (B)     All claims and grievances, other than discipline cases, must be presented in writing by
or on behalf of the employee involved, to the officer of the company authorized to receive same,
within sixty (60) days from the date of the occurrence on which the claims or grievance is based, or
such claim or grievance is barred and will be deemed to have been abandoned. Claims and
grievances made within sixty (60) days from date of the occurrence and disallowed are barred and
will be deemed to have been abandoned unless appeal is taken to the proper officer sixty (60) days
from date of notice disallowing the claim or grievance.

(C)     Initial decision or decision by each officer in the course of appeal, shall be made in writing
within sixty (60) days from date claim or grievance is presented to him, or within sixty (60) days from
date conference is concluded, if conference is had thereon. In cases of monetary claims, failure by any
officer in the course of appeal to render a decision in writing within sixty (60) days will automatically
make payment of the claim necessary without regard to the merits of the claim, but this shall not be
considered as a precedent or a waiver to the contentions of the Carrier as to other similar claims or
grievances. Appeal to any decision shall be made in writing within sixty (60) days from date of
decision appealed, or claim or grievance shall be barred and will be deemed to have been abandoned,
but this shall not be considered as a precedent or a waiver to the contentions of the employees as to
other similar claims or grievances. The provisions of this paragraph do not apply to the highest officer
designated to consider appeals.

                                                   46
       (D)     Decision by the highest officer designated by the company to handle claims shall be
final and binding unless within one year from the date of said officer's decision such claim is disposed
of on the property or proceedings for the final disposition of the claim are instituted by the employee
or his duly authorized representative and such officer is so notified. It is understood, however, that
the parties may by agreement in any particular case extend the one-year period herein referred to.

      (E)      This rule shall not apply to requests for leniency.

RULE 72 - COMPLAINTS

       When complaint is made against an employee by another employee, same shall be fully set
forth in writing.

RULE 73 - DISCIPLINE Revised 9-1-83

                           MEMORANDUM OF AGREEMENT
                                     Between
                    BURLINGTON NORTHERN RAILROAD (Former C&S)
                                       And
                          UNITED TRANSPORTATION UNION


It is agreed the provisions of Rule 73 of the Schedule Agreement are canceled in their entirety and the
following provisions substituted in lieu thereof:

Rule 73 Investigations and Discipline

SECTION A. General Requirements

      1.      An employe shall not be discharged, suspended or otherwise disciplined without just
      cause and without a fair and impartial hearing, except that an employe may waive a hearing in
      accordance with Section B(2) of this Rule.

       2.    An employe shall not be held from service pending hearing except in serious cases,
      such as theft, altercation, Rule "G" violation, insubordination, major accidents, serious
      misconduct and major offenses whereby the employe's retention in service could be hazardous.

SECTION B. Formal Hearing

      1.       Notice of Hearing

      (a)      An employe directed to attend a formal hearing to determine the employe's
      responsibility, if any, in connection with an occurrence or incident shall be notified in writing
      by certified mail, return receipt requested, to the last known address within a reasonable period
      of time but not to exceed fifteen (15) days from the date of occurrence, or where the occurrence
      is of, a nature not immediately known to the employe's supervisor(s), from the time they first
      have knowledge thereof. The notice shall contain a clear and specific statement of the date,
      time, place and nature of the occurrence or incident that is to be the subject of the hearing.
47
     The notice shall be sent in duplicate in order that the employe may transmit a copy to the
     employe's representative if the employe desires.

            NOTE: This rule does not preclude delivery of the notice at reasonable times by
            a Carrier representative. Such delivery at the employe's home shall be made
            only when other means of delivery are not practicable.

     (b)      The notice shall state the date, time and place the hearing is to be held which shall be
     not less than five (5) days after the date of notification or more than fifteen (15) days after the
     date of notification unless otherwise agreed to.

     (c)      The Carrier will have the responsibility of producing sufficient witnesses to develop
     the facts concerning the Incident or occurrence being Investigated, and the notice of hearing
     shall Include the name of each person receiving the notice and the names of all witnesses
     known at the time of the notice that the Carrier intends to have in attendance at the hearing.
     The employe or the employe's representative may bring to the attention of the responsible
     Carrier official the name or names of other witnesses who may provide material facts.

     (d)      The notice shall inform each employe so notified of the right to representation and to
     bring in witnesses.

     (e)      If an employe who is to receive a notice of hearing will not be permitted to exercise
     the option under Section B(2) of this Rule, the notice of hearing shall so specify.

2.   Waiver of Hearing

     (a)     An employe who has been notified to appear for a hearing shall have the option, prior
     to the hearing, to discuss with the appropriate Carrier official, either personally, through or
     with the employe's representative, the act or occurrence and the employe's responsibility, if
     any.

     If disposition of the charges is made on the basis of the employe's acknowledgment of
     responsibility, the disposition shall be reduced to writing and signed by the employe and the
     official involved and shall incorporate a waiver of hearing and shall specify the maximum
     discipline which may be imposed for employe's acceptance of responsibility.

     Disposition of cases under this paragraph (a) shall not establish precedent in the handling of
     any other cases.

     (b)      No minutes or other record will be made of the discussions and, if the parties are
     unable to reach an agreed upon disposition on this basis, no reference shall be made to these
     discussions by either of the parties in any subsequent handling of the charges under the
     discipline procedure.

3.   Postponements of Hearing

     Consistent with the provisions of Section A.1 for A fair and impartial hearing, postponements
     of the formal hearing may be requested by either party on reasonable grounds and consent shall
     not be unreasonably withheld.
48
4.     Conduct of Hearing

      (a)      The hearing shall be conducted by an officer of the employing Carrier who may be
      assisted by other officers. If practicable to do so, the hearing shall be held at the home terminal
      of the employe involved or in cases where more than one employe is involved at the home
      terminal of the majority of the employes.

              NOTE: When another Carrier is involved, this will not preclude an officer
              of that Carrier from conducting the hearing or assisting in the hearing
              recognizing, in any case, that there shall be only one presiding (hearing)
              officer.

      (b)     The employe shall have the right to be represented at the hearing by an employe or an
      organization representative of the employe's own choosing. The employe and/or the employe's
      representative shall have the right to introduce witnesses in the employe's behalf to hear all
      testimony introduced and to question all witnesses.

      (c)     An employe's personal service record will not be included in or referred to in the
      hearing or in the transcript of the proceedings of the hearing. The employe's personal record
      may be taken into consideration in assessing the amount of discipline imposed, if any.

      (d)     If the formal hearing is not held within the time limits specified in Section B.1(b), the
      employe will not be disciplined, will be paid for all time lost and no disciplinary entry will be
      made in the employe's personal service record.

      (e)      The employe and witnesses will be permitted time off if requested in order to have
      sufficient rest prior to and following the hearing.

SECTION C. Transcript of Hearing

      It is recognized that the Carrier is responsible for ensuring that an accurate transcript of the
hearing proceedings is made. However, this will not preclude the employe or employe's
representative from making a record of the proceedings for their own use.

       If, during the hearing, a partial transcript is made prior to conclusion of the hearing, such
partial transcript will be made available to the employe and employee's representative upon request.
If electronic recording devices are used and recordings are available for review by Carrier officials,
they also shall be made available upon request for review by the employe and employe's
representative at the appropriate Carrier facility.

      In any cases where discipline is assessed, or in cases where discipline is not assessed but
nevertheless there is a transcript, copy of the transcript will be Furnished to the employee and the
employe's representative promptly upon request.

SECTION D. Hearing Decision

      1.      If the formal hearing results in assessment of discipline, such decision shall be
      rendered within fifteen (15) calendar days from the date the hearing is concluded, and the
      employe will be notified in writing of the reason therefor by certified or registered U. S. mail
      with additional copy provided for the employe representative.

                                                      49
            NOTE: This rule does not preclude delivery of the decision at reasonable
            times by a Carrier representative. Such delivery at the employe's home
            shall be made only when other means of delivery are not practicable.

     2.       If the hearing does not result in discipline being assessed, any charges related thereto
     entered In the employe's personal service record shall be voided.

SECTION E. Compensation for Attending Hearings

     1.       Witnesses, as referred to in Section B.1.(c), who are directed by the Carrier to attend a
     hearing, shall be compensated for all time lost and, in addition, will be reimbursed for actual,
     reasonable and necessary expenses incurred for each day of the hearing. Where no time is lost,
     they will be paid for actual time attending the hearing, with a minimum of four (4) hours, to be
     paid for at the rate of pay applicable to the last service performed.

     2.       When an employe involved in a formal hearing is not assessed discipline, the employe
     shall be compensated for all time lost. In addition, the employe will be reimbursed for actual,
     reasonable and necessary expenses incurred for each day of the hearing. Where no time is lost,
     the employe shall be paid for actual time attending the hearing with a minimum of four (4)
     hours for each day of the hearing, to be paid for at the rate of pay applicable to the last service
     performed.

SECTION F. Time Limit on Appeals

     1.       When discipline has been assessed as a result of a formal hearing and the decision as
     rendered by the Carrier is not acceptable to the employe, any appeal must be presented in
     writing by or on behalf of the employe involved, to the officer of the Company authorized to
     receive same, within thirty (30) days from the date of notification of the assessment of
     discipline. Failing to comply with this provision, the decision shall be considered final, but
     this shall not be considered as a precedent or waiver of the contentions of the employee as to
     other discipline cases. The Carrier shall, within thirty (30) days from the date the appeal if
     filed, render a decision In writing on the appeal and, If the appeal is denied, the reasons for
     such denial shall be given. If no decision is rendered within thirty (30) days, the appeal shall
     be considered valid and settled accordingly, but this shall not be considered as a precedent or
     waiver of the contentions of the Carrier as to other discipline cases.

     2.       The procedure outlined in paragraph 1 shall govern in appeals taken to each
     succeeding officer (*). Decision by the highest officer designated to handle discipline matters
     shall be final and binding unless within thirty (30) days after written notice of the decision, said
     officer is notified in writing that the decision is not accepted.

     Thereafter, if conference is requested by either party, it will be held within thirty (30) days of
     date of decision, otherwise conference will be considered as having been waived by mutual
     consent. All appeals involved in a decision of the highest officer shall be barred unless within
     ninety (90) days from the date of said officer's decision proceedings are Instituted by the
     employe or the employe's duly authorized representative before a tribunal having jurisdiction
     pursuant to law or agreement of the matter involved.

            NOTE: (*)       There shall not be more than two (2) succeeding officers
            involved in the appeals process. Where there is only one succeeding officer
            involved in the appeals process, there will be no change in that procedure by
            reason of this Section.

                                                     50
      3.       With respect to appeals involving an employe dismissed, suspended or held out of
      service, the original notice of request for re instatement with pay for time lost shall be
      sufficient.

      4.       If at any point in this appeals procedure or in proceedings before a tribunal having
      jurisdiction it is determined that the employe should not have been disciplined, any charges
      related thereto entered in the employe'e personal service record shall be voided and, If required
      to lose time or if held out of service (suspended or dismissed), the employe shell be reinstated
      with pay for all time lost and with seniority and other rights unimpaired.

      5.       If discipline assessed is by suspension, time lost by an employe when held out of
      service shall be deducted from the assessed period of suspension.

SECTION G Effect of Time Limits

             The time limits set forth in this Article will govern the discipline procedure to the
      exclusion of any other rule, practice or agreement to the contrary, and such time limits may be
      extended by mutual agreement in writing.

SECTION H Effect of Agreement

              This agreement shall become effective this 1st day of September 1983 and shall remain
      in effect until and unless changed in accordance with the provisions of the Railway Labor Act,
      as amended.

RULE 74 - ATTENDING COURT OR INQUEST

       Employees covered by this agreement attending Court or Coroner's inquest resulting from
accidents on our property in which the Railway Company is interested will be paid at the same rate
they would have been entitled to, had they remained on their runs and if away from their home station
will be allowed, in addition thereto, their legitimate expenses. Extra men not assigned will be paid
100 miles per day and, in addition thereto, their legitimate expenses. If witness fees and mileage are
less than regular wage, employees will assign such fees and mileage to company.

RULE 75 - ELECTRIC LANTERN AGREEMENT

      A.     Trainmen-Yardmen will be furnished electric hand lantern by the particular railroad on
which employed upon depositing with that railroad the actual cost thereof.

      B.       Replacement of lanterns will be made by the railroad without cost to the employee
under the following conditions:

       1.      When worn out or damaged in the performance of railroad service upon return of the
lantern issued by the railroad.

      2.       When stolen while employee is on duty without neglect on part of employee.

      3.       When destroyed in the performance of duty.
                                                    51
     C.       The railroad will maintain at convenient locations a supply of batteries and bulbs to be
drawn by trainmen-yardmen as needed to replace those worn out or broken without cost to the
employee.

RULE 76 - SELF-PROPELLED MACHINES: ARTICLE III,

JUNE 25, 1964 NATIONAL AGREEMENT

       Section 1:     The following shall govern the manning of self-propelled vehicles or machines
by train service employees (conductors and brakemen) used in the maintenance, repair, construction
or inspection work:

      (a)      Road Service -A conductor will be employed on on-rail self-propelled vehicles or
machines when operating in main line territory, provided such machines are equipped with a drawbar
and are operating under train orders.

      Note 1: Self-propelled machines for the purpose of this Article means such equipment
      operated on rails.

      Note 2: Drawbar means a device capable of being used in moving standard freight cars.

      Note 3: Main-line territory means main line and branch lines in Road Territory outside of
      Switching limits but not spurs or the like.

      Note 4: Train orders is used in the vernacular of trainmen as defined in the Operating Book of
      Rules.

       (b)    Yard Service - A yard conductor (foreman) will be employed on on-rail self-propelled
vehicles or machines operating entirely within general switching limits provided such machines have
sufficient power to move freight cars; and, if more than two cars are handled at any one time a yard
brakeman (helper) will also be employed.

      This provision will not apply to the operation of self-propelled vehicles or machines in
confined areas such as shop tracks, supply areas, tie yards and so forth, except that with respect to
such self-propelled machines now working in the confined areas where rules or practices require the
employment of a yard ground man, such rules and practices are preserved and the yard conductor's
(foreman's) rate will apply to this service.

       Section 2:      Rules or practices under which a locomotive engineer or fireman where
presently required, is employed on on-rail self-propelled vehicles or machines for the purpose of
operating the machine in the performance of all the work for which such machines are designed are
retained.

       Section 3:     Except under the conditions herein specifically prescribed, operating
employees need not be used on self-propelled vehicles or machines. It should be noted in addition
that this Agreement does not alter any existing rules or practices except as specifically stated herein.
                                                        52
       Section 4:       Every employee deprived of employment as the immediate and proximate
application of this rule, shall be entitled to the schedule of allowances set forth in Section 7 (a) of the
Washington Agreement of May 21, 1936; or to the option of choosing the lump-sum separation
allowance set forth in Section 9 of said Agreement. In addition to the foregoing, employees who do
not elect to accept the lump-sum separation allowance set forth in Section 9 of said Agreement, if
qualified, may elect within one year from the date of their furlough to prepare themselves for some
other occupation for which training is available (of the type approved by the Veterans Administration
under the Veterans' Readjustment Assistance Act of 1952), with the carrier paying 75 per cent of the
tuition costs of such training for a period not exceeding two years. When-ever and to the extent that
the United States Government makes provisions for retraining out of public funds, the obligation of
the carrier shall be reduced correspondingly. Those employees who elect to accept the lump-sum
separation allowance set forth in Section 9 of the Washington Agreement of May 21, 1936 will not be
entitled to retraining benefits.

      Section 5: Nothing contained in this Article III shall be construed to require the employment of
engine and train service employees where not now required.

RULE 77 - JURY DUTY, NATIONAL AGREEMENT AUGUST 25, 1978

When an employee is summoned for jury duty and is required to lose time from his assignment as a
result thereof, he shall be paid for actual time lost with a maximum of a basic day's pay at the straight
time rate of his position for each calendar day lost less the amount allowed him for jury service for
each such day, excepting allowances paid by the court for meals, lodging or transportation, subject to
the following qualification requirements and limitations:

      (1)     An employee must furnish the carrier with a statement from the court of jury
allowances paid and the days on which jury duty was performed.

      (2)      The number of days for which jury duty pay shall be paid is limited to a maximum of
60 days in any calendar year.

       (3)     No jury duty pay will be allowed for any day as to which the employee is entitled to
vacation or holiday pay.

RULE 78 - EXPENSES AWAY FROM HOME

      Effective October 1, 1978, the meal allowance provided for in Article 11, Section 2, of the
June 25, 1964 National Agreement, as amended by Article XI, Section 2, of the January 27, 1972
National Agreement, is increased from $2.00 to $2.75.

RULE 79 - APPLICATION FOR EMPLOYMENT

       Section I - Probationary Period
       Applications for employment will be rejected within sixty (60) calendar days after seniority
date is established, or applicant shall be considered accepted. Applications rejected by the carrier
must be declined in writing to the applicant.
                                                   53
      Section 2 - Omission or Falsification of Information

      An employee who has been accepted for employment in accordance with Section I will not be
terminated or disciplined by the carrier for furnishing incorrect information in connection with an
application for employment or for withholding information there-from unless the information
involved was of such a nature that the employee would not have been hired if the carrier had timely
knowledge of it.

RULE 80 - SERVICE ENTRY RATES

      Section 1 - Service First 12-Months

      Employees entering service on and after the effective date of this Article shall be paid as
follows for all service performed within the first twelve (12) calendar months of service when
working in a capacity other than conductor (foreman), footboard yardmaster, yardmaster, car retarder
operator or engineer:

      (a)      For the first twelve (12) calendar months of employment, new employees shall be paid
90% of the applicable rates of pay (including COLA) for the class and craft in which service is
rendered, exclusive of arbitraries and/or special allowances which shall be paid at the full amount.

       (b)      Employees who have had an employment relationship with the carrier and are rehired
will be paid at established rate after completion of a total of twelve (12) months' combined service.

       (c)     Train service employees who transfer to the fireman craft will be paid at established
rates after completion of a total of twelve (12) months' combined service, in both crafts.

      (d)     Any calendar month in which an employee does not render compensated service due
to voluntary absence, suspension, or dismissal shall not count toward completion of the twelve (12)
month period.

RULE 81 - ROAD-YARD MOVEMENTS, AS AMENDED AUGUST 25, 1978
    (See amendments of October 31, 1985 and November 1, 1991.)

      Article IX, Section I of the Agreement of January 27, 1972 is amended to read as follows:

       Section 1.      Road freight crews may be required at any point where yard crews are
employed to do any of the following as part of the road trip, paid for as such without any additional
compensation and without penalty payments to yard crews, hostlers, etc.: one straight pick up at
another location in the initial terminal (in addition to picking up train) and one straight set out at
another location in the final terminal (in addition to yarding the train); one straight pick up and/or set
out at each intermediate point between terminals; switch out defective cars from their own trains
regardless of when discovered; handle engines to and from train to ready track and engine house
including all units coupled to the operating unit (units); pick up and set out cars of their trains from or
to the minimum number of tracks which could hold the cars provided, however, that where it is
necessary to use two or more tracks to hold the train it is not required that any track be filled to
capacity; and exchange engine of its own train.
                                 54
RULE 82 - COMBINATION ROAD-YARD SERVICE ZONES

      Section 1.      At points where yard crews are employed, combination road-yard service zones
may be established within which yard crews may be used to perform specified service outside of
switching limits under the following conditions:

       (a)     Road-Yard Service Zones for industrial switching purposes are limited to a distance
not to exceed ten (10) miles, or the entrance switch to the last industry, whichever is the lesser. The
distances referred to herein are to be computed from the switching limits existing on the date of this
agreement, except where the parties on individual properties may agree otherwise.

       (b)     Within Road-Yard Service Zones, yard crews may be used only to meet customer
service requirements for the delivery, switching, or pick up of cars which were not available or ready
for handling by the road crew or crews normally performing the service or which are required to be
expedited for movement into the yard before arrival of said road crew or crews. Yard crews may be
used to perform such service without any additional compensation and without penalty payments to
road crews.

      Note: The use of yard crews in Road-Yard Service Zones is restricted to the specific
      service required or requested by the customer and they may not be used
      indiscriminately to perform any other additional work.

       (c)      The use of yard crews in Road-Yard Service Zones established under this Article may
not be used to reduce or eliminate road crew assignments working within such zones.

      Section 2.      At points where yard crews are employed, combination road-yard service zones
may be established within which yard crews may be used to perform specified service outside of
switching limits under the following conditions:

       (a)      Road-Yard Service Zones for purposes of this Section 2 are limited to a distance not to
exceed fifteen (15) miles for the purpose of handling disabled trains or trains tied up under the Hours
of Service Act. The distances referred to herein are to be computed from the switching limits existing
on the date of this agreement, except where the parties on individual properties may agree otherwise.

       (b)      Within Road-Yard Service Zones, yard crews may be used to handle disabled road
trains or those tied up under the Hours of Service Act outside their final terminal without penalty to
road crews. For such service yard crews shall be paid miles or hours, whichever is the greater, with a
minimum of one (1) hour for the class of service performed (except where existing agreements
require payment at yard rates) for all time consumed outside of switching limits. This allowance shall
be in addition to the regular yard pay and without any deduction therefrom for the time consumed
outside of switching limits.

      Section 3.      Time consumed by yard crews in Road-Yard Service Zones established under
this Article will not be subject to equalization as between road and yard service crews and/or
employees.
                                  55
ZONES ESTABLISHED SHOWING MILE POST LOCATIONS:

At Denver the Road-Yard Service Zone for industrial switching purposes is hereby established:

      Mile Post 3.75 on the Second Subdivision Mainline
      Mile Post 4.67 on the Third Subdivision Branch Line
At Denver for handling disabled road trains or those tied up under the law, the following Road-Yard
Service Zone is hereby established:
      Mile Post 18.75 on the Second Subdivision Mainline
      Mile Post 15.86 on the Third Subdivision Branch Line
      At Trinidad, for handling disabled road trains or those tied up under the law, the following
Road-Yard Service Zone is hereby established:
      Mile Post 197.6 on the First Subdivision Mainline
      Mile Post 227.6 on the First Subdivision Mainline

RULE 83 - SWITCHING LIMITS - DENVER-TRINIDAD
       DENVER
    Denver-Pueblo Line     Mile Post 6.84
    Denver-Chatfield Line  Mile Post 7.968
    Denver-Connors Line    Mile Post 8.508
    Denver-Cheyenne Line   Mile Post 3.75
    Denver-Golden Line     Mile Post 4.67
       TRINIDAD
    Trinidad-Sixela Line   Mile Post 215.40
    Trinidad-Pueblo Line   Mile Post 206.28

RULE 84 - BEREAVEMENT LEAVE

       Bereavement leave, not in excess of three calendar days, following the date of death will be
allowed in case of death of an employee's brother, sister, parent, child, spouse or spouse's parent. In
such cases a minimum basic day's pay at the rate of the last service rendered will be allowed for the
number of working days lost during bereavement leave. Employees involved will make provision for
taking leave with their supervising officials in the usual manner.

RULE 85 - VACATION AGREEMENT

      Dated April 29, 1949, between certain Eastern, Western and Southeastern Carriers and their
employees represented by the Brotherhood of Locomotive Engineers, Brotherhood of Locomotive
Firemen and Enginemen, Order of Railway Conductors, Brotherhood of Railroad Trainmen and
Switchmen's Union of North America, as amended:

       Section 1       (a)-Effective January 1, 1973, each employee, subject to the scope of schedule
agreements held by the organizations signatory to the April 29, 1949 Vacation Agreement, will be
qualified for an annual vacation of one week with pay, or pay in lieu thereof, if during the preceding
calendar year the employee renders service under schedule agreements held by the organizations
signatory to the April 29, 1949 Vacation Agreement amounting to one hundred sixty (160) basic days
in miles or hours paid for, as provided in individual schedules.
                                                   56
       Beginning with the effective date of the provisions of Article 3 of Agreement "A" dated
September 25, 1950, May 25, 1951 or May 23, 1952, on an individual carrier, but not earlier than the
year 1960, in the application of this Section I (a) each basic day in yard service performed by a yard
service employee or by an employee having interchangeable road and yard rights shall be computed
as 1.3 days, and each basic day in all other services shall be computed as 1.1 days, for purposes of
determining qualifications for vacations. (This is the equivalent of 120 qualifying days in a calendar
year in yard service and 144 qualifying days in a calendar year in road service.) (See Note below.)

       Beginning with the year 1960 on all other carriers, in the application of this Section I(a) each
basic day in all classes of service shall be computed as 1.1 days for purposes of determining
qualifications for vacation. (This is the equivalent of 144 qualifying days.) (See Note below.)

Section 1      (b)-Effective January 1, 1973, each employee, subject to the scope of schedule
agreements held by the organizations signatory to the April 29, 1949 Vacation Agreement, having
two or more years of continuous service with employing carrier will be qualified for an annual
vacation of two weeks with pay, or pay in lieu thereof, if during the preceding calendar year the
employee renders service under schedule agreements held by the organizations signatory to the April
29, 1949 Vacation Agreement amounting to one hundred sixty (160) basic days in miles or hours paid
for as provided in individual schedules and during the said two or more years of continuous service
renders service of not less than three hundred twenty (320) basic days in miles or hours paid for as
provided in individual schedules.

       Beginning with the effective date of the provisions of Article 3 of Agreement "A" dated
September 25, 1950, May 25, 1951 or May 23, 1952, on an individual carrier, but not earlier than the
year 1960, in the application of this Section 1(b) each basic day in yard service performed by a yard
service employee or by an employee having interchangeable road and yard rights shall be computed
as 1.4 days, and each basic day in all other services shall be computed as 1.2 days, for purposes of
determining qualifications for vacations. (This is the equivalent of 110 qualifying days in a calendar
year in yard service and 132 qualifying days in a calendar year in road service.) (See Note below.)

       Beginning with the year 1960 on all other carriers, in the application of this Section 1(b) each
basic day in all classes of service shall be computed as 1.2 days for purposes of determining
qualifications for vacation. (This is the equivalent of 132 qualifying days.) (See Note below.)

       (c)     Effective January 1, 1982, each employee, subject to the scope of schedule agreements
held by the organizations signatory to the April 29, 1949 Vacation Agreement, having nine or more
years of continuous service with employing carrier will be qualified for an annual vacation of three
weeks with pay, or pay in lieu thereof, if during the preceding calendar year the employee renders
service under schedule agreements held by the organization signatory to the April 29, 1949 Vacation
Agreement amounting to one hundred sixty (160) basic days in miles or hours paid for as provided in
individual schedules and during the said nine or more years of continuous service renders service of
not less than fourteen hundred forty (1440) basic days in miles or hours paid for as provided in
individual schedules.

       Beginning with the effective date of the provisions of Article 3 of Agreement "A" dated
September 25, 1950, May 25, 1951 or May 23, 1952, on an individual carrier, but not earlier than the
year 1960, in the application of this Section 1(c) each basic day in yard service performed by a yard
service employee or by an employee having interchangeable road and yard rights shall be computed
as
1.6 days, and each basic day in all other services shall be computed as 1.3 days, for purposes of
                                                    57
determining qualifications for vacations. (This is the equivalent of 100 qualifying days in a calendar
year in yard service and 120 qualifying days in a calendar year in road service.) (See Note below.)

       Beginning with the year 1960 on all other carriers, in the application of this Section 1(c) each
basic day in all classes of service shall be computed as 1.3 days for purposes of determining
qualifications for vacation. (This is the equivalent of 120 qualifying days.) (See Note below.)

(d)    Effective January 1, 1982, each employee, subject to the scope of schedule agreements held by
the organizations signatory to the April 29, 1949 Vacation Agreement, having eighteen or more years
of continuous service with employing carrier will be qualified for an annual vacation of four weeks
with pay, or pay in lieu thereof, (160) basic days in miles or hours paid for as provided in individual
schedules and during the said eighteen or more years of continuous service renders service of not less
than twenty-eight hundred eighty (2880) basic days in miles or hours paid for as provided in
individual schedules.

       Beginning with the effective date of the provisions of Article 3 of Agreement "A" dated
September 25, 1950, May 25, 1951 or May 23, 1952, on an individual carrier, but not earlier than the
year 1960, in the application of this Section 1 (d) each basic day in yard service performed by a yard
service employee or by an employee having interchangeable road and yard rights shall be computed
as 1.6 days, and each basic day in all other services shall be computed as 1.3 days, for purposes of
determining qualifications for vacations. (This is the equivalent of 100 qualifying days in a calendar
year in yard service and 120 qualifying days in a calendar year in road service.) (See Note below.)

       Beginning with the year 1960 on all other carriers, in the application of this Section 1(d) each
basic day in all classes of service shall be computed as 1.3 days for purposes of determining
qualifications for vacation. (This is the equivalent of 120 qualifying days.) (See Note below.)

       (e)-Effective January 1, 1973, each employee, subject to the scope of schedule agreements held
by the organizations signatory to the April 29, 1949 Vacation Agreement, having twenty-five or more
years of continuous service with employing carrier will be qualified for an annual vacation of five
weeks with pay, or pay in lieu thereof, if during the preceding calendar year the employee renders
service under schedule agreements held by the organizations signatory to the April 29, 1949 Vacation
Agreement amounting to one hundred sixty (160) basic days in miles or hours paid for as provided in
individual schedules and during the said twenty-five or more years of continuous service renders
service of not less than four thousand (4,000) basic days in miles or hours paid for as provided in
individual schedules.

       Beginning with the effective date the provisions of Article 3 of Agreement "A" dated
September 25, 1950, May 25, 1951 or May 23, 1952, on an individual carrier, but not earlier than the
year 1960, in the application of this Section I(e) each basic day in yard service performed by a yard
service employee or by an employee having interchangeable road and yard rights shall be computed
as 1.6 days, and each basic day in all other services shall be computed as 1.3 days, for purposes of
determining qualifications for vacations. (This is the equivalent of 100 qualifying days in a calendar
year in yard service and 120 qualifying days in a calendar year in road service.) (See Note below.)

       Beginning with the year 1960 on all other carriers, in the application of this Section 1(e) each
basic day in all classes of service shall be computed as 1.3 days for purposes of determining
qualifications for vacation. (This is the equivalent of 120 qualifying days ) (See Note below.)
                                                 58
      Note: In the application of Section 1(a), (b), (c), (d) and (e), qualifying years
      accumulated, also qualifying requirements for years accumulated, prior to the
      effective date of the respective provisions hereof, for extended vacations shall not
      be changed.

       (f)      In dining car service, for service performed on and after July 1, 1949 - each 71/2 hours
paid for shall be considered the equivalent of one basic day in the application of Section 1(a), (b), (c),
(d) and (e).

      (g)     Calendar days on which an employee assigned to an extra list is available for service
and on which days he performs no service, not exceeding sixty (60) such days, will be included in the
determination of qualification for vacation; also, calendar days, not in excess of thirty (30), on which
an employee is absent from and unable to perform service because of injury received on duty will be
included.

       The 60 and 30 calendar days referred to in this Section 1 (g) shall not be subject to the 1.1, 1.2,
1.3, 1.4 and 1.6 computations provided for in Section 1(a), (b), (c), (d) and (e), respectively.

       (h)     Where an employee is discharged from service and thereafter restored to service
during the same calendar year with seniority unimpaired, service performed prior to discharge and
subsequent to reinstatement during that year shall be included in the determination of qualification for
vacation during the following year.

       Where an employee is discharged from service and thereafter restored to service with seniority
unimpaired, service before and after such discharge and restoration shall be included in computing
three hundred twenty (320) basic days under Section 1 (b), sixteen hundred (1600) basic days under
Section 1 (c), thirty-two hundred (3200) basic days under Section 1 (d), and four thousand (4,000)
basic days under Section 1 (e).

       (i)      Only service performed on one railroad may be combined in determining the
qualifications provided for in this Section 1, except that service of an employee on his home road may
be combined with service performed on other roads when the latter service is performed at the
direction of the management of his home road or by virtue of the employee's seniority on his home
road. Such service will not operate to relieve the home road of its responsibility under this
agreement.

       (j)     In instances where employees who have become members of the Armed Forces of the
United States return to the service of the employing carrier in accordance with the Military Selective
Service Act of 1967, as amended, the time spent by such employees in the Armed Forces subsequent
to their employment by the employing carrier will be credited as qualifying service in determining the
length of vacations for which they may qualify upon their return to the service of the employing
carrier.

       (k)     In instances where an employee who has become a member of the Armed Forces of
the United States returns to the service of the employing carrier in accordance with the Military
Selective Service Act of 1967 as amended, and in the calendar year preceding his return to railroad
service had rendered no compensated service or had rendered compensated service on fewer days
than are required to qualify for a vacation in the calendar year of his return to railroad service, but
could qualify for a vacation in the year of his return to railroad service if he had combined for
qualifying purposes

                                                  59
days on which he was in railroad service in such preceding calendar year with days in such year on
which he was in the Armed Forces, he will be granted, in the calendar year of his return to railroad
service, a vacation of such length as he could so qualify for under Section 1(a), (b), (c), (d) or (e) and
(j) hereof.

       (I)     In instances where an employee who has become a member of the Armed Forces of
the United States returns to the service of the employing carrier in accordance with the Military
Selective Service Act of 1967, as amended, and in the calendar year of his return to railroad service
renders compensated service on fewer days than are required to qualify for a vacation in the following
calendar year, but could qualify for a vacation in such following calendar year if he had combined for
qualifying purposes days on which he was in railroad service in the year of his return with days in
such year on which he was in the Armed Forces, he will be granted, in such following calendar year, a
vacation of such length as he could so qualify for under Section 1(a), (b), (c), (d) or (e) and (j) hereof.

      Section 2 - Employees qualified under Section 1 hereof shall be paid for their vacations as
follows:

GENERAL

       (a)       An employee receiving a vacation, or pay in lieu thereof, under Section 1 shall be paid
for each week of such vacation 1/52 of the compensation earned by such employee under schedule
agreements held by the organizations signatory to the April 29, 1949 Vacation Agreement on the
carrier on which he qualified under Section 1 (or carriers in case he qualified on more than one carrier
under Section 1 (i) ) during the calendar year preceding the year in which the vacation is taken, but in
no event shall such pay for each week of vacation be less than six (6) minimum basic days' pay at the
rate of the last service rendered, except as provided in subparagraph (b).

       (b)    Beginning on the date Agreement "A" dated September 25, 1950, May 25, 1951 or
May 23, 1952, became or becomes effective on any carrier, the following shall apply insofar as yard
service employees and employees having interchangeable yard and road rights covered by said
agreement, who are represented by the Brotherhood of Locomotive Engineers or the United
Transportation Union, are concerned.

YARD SERVICE

       (1)     An employee receiving a vacation, or pay in lieu thereof, under Section 1 shall be paid
for each week of such vacation 1/52 of the compensation earned by such employee under schedule
agreements held by the organizations signatory to the April 29, 1949 Vacation Agreement, on the
carrier on which he qualified under Section 1 (or carriers in case he qualified on more than one carrier
under Section 1 (i) ) during the calendar year preceding the year in which the vacation is taken, but in
no event shall such pay earned by such employee under schedule agreements held by the
organizations signatory to the April 29, 1949 Vacation Agreement, on the carrier on which he
qualified under Section 1 (or carriers in case he qualified on more than one carrier under Section 1 (i)
) during the calendar year preceding the year in which the vacation is taken; provided that, if the
vacation is taken during the time such employee is working in road service such pay for each week of
vacation shall be not less than six (6) minimum basic days' pay at the rate of the last road service
rendered, and if the vacation is taken during the time such employee is working in yard service such
pay for each week of vacation shall be not less than five (5) minimum basic days' pay at the rate of the
last yard service rendered.
                                                   60
       Note: Section 2(b) applicable to yard service shall apply to yard, belt line and
       transfer service and combinations thereof, and to hostling service.

      Section 3 - Vacations, or allowances therefor, under two or more schedules held by different
organizations on the same carrier shall not be combined to create a vacation of more than the
maximum number of days provided for in any of such schedules.

      Section 4 - Time off on account of vacation will not be considered as time off account
employee's own accord under any guarantee rules and will not be considered as breaking such
guarantees.

      Section 5 - The absence of an employee on vacation with pay, as provided in this agreement,
will not be considered as a vacancy, temporary, or otherwise, in applying the bulletin rules of
schedule agreements.

       Section 6 - Vacations shall be taken between January 1st and December 31st; however, it is
recognized that the exigencies of the service create practical difficulties in providing vacations in all
instances. Due regard, consistent with requirements of the service, shall be given to the preference of
the employee in his seniority order in the class of service in which engaged when granting vacations.
Representatives of the carriers and of the employees will cooperate in arranging vacation periods,
administering vacations and releasing employees when requirements of the service will permit. It is
understood and agreed that vacationing employees will be paid their vacation allowances by the
carriers as soon as possible after the vacation period but the parties recognize that there may be some
delay in such payments. It is understood that in any event such employee will be paid his vacation
allowance no later than the second succeeding payroll period following the date claim for vacation
allowance is filed.

       Section 7 - (a) Vacations shall not be accumulated or carried over from one vacation year to
another. However, to avoid loss of time by the employee at end of his vacation period, the number of
vacation days at the request of the employee may be reduced in one year and adjusted in the next year.

       (b)      After the vacation begins layover days during the vacation period shall be counted as a
part of the vacation.

       Section 8 -     The vacation provided for in this Agreement shall be considered to have been
earned when the employee has qualified under Section 1 hereof. If an employee's employment status
is terminated for any reason whatsoever, including but not limited to retirement, resignation,
discharge, non-compliance with a union shop agreement, or failure to return after furlough, he shall,
at the time of such termination, be granted full vacation pay earned up to the time he leaves the
service, including pay for vacation earned in the preceding year or years and not yet granted, and the
vacation for the succeeding year if the employee has qualified therefor under Section 1. If an
employee thus entitled to vacation or vacation pay shall die, the vacation pay earned and not received
shall be paid to such beneficiary as may have been designated, or, in the absence of such designation,
the surviving spouse or children or his estate, in that order of preference.
      Section 9 -     The terms of this agreement shall not be construed to deprive any employee of
such additional vacation days as he may be entitled to receive under any existing rule, understanding
or

                                                   61
custom, which additional vacation days shall be accorded under and in accordance with the terms of
such existing rule, understanding or custom. With respect to yard service employees, and with
respect to any yard service employee having interchangeable yard and road rights who receives a
vacation in yard service, such additional vacation days shall be reduced by 1/6th.

       Section 10 - Any dispute or controversy arising out of the interpretation or application of
any of the provisions of this agreement will be handled on the property in the same manner as other
disputes. If the dispute or controversy is not settled on the property and either the carrier or the
organization desires that the dispute or controversy be handled further, it shall be referred by either
party far decision to a committee, the carrier members of which shall be five members of the Carrier's
Conference Committees signatory hereto, or their successors; and the employee members of which
shall be the chief executives of the five organizations signatory hereto, or their representatives, or
successors. It is agreed that the Committee herein provided will meet between January 1 and June 30
and July 1 and December 31 of each year if any disputes or controversies have been filed for
consideration. In event of failure to reach agreement the dispute or controversy shall be arbitrated in
accordance with the Railway Labor Act, as amended, the arbitration being handled by such
Committee. Interpretation or application agreed upon by such committee or fixed by such arbitration,
shall be final and binding as an interpretation or application of this agreement.

      Section 11 - This vacation agreement shall be construed as a separate agreement by and on
behalf of each carrier party hereto, and its railroad employees represented by the respective
organizations signatory hereto, and effective July 1, 1949 supersedes the Consolidated Uniform
Vacation Agreement dated June 6, 1945, in so far as said agreement applies to and defines the rights
and obligations of the carriers parties to this agreement and the employees of such carriers
represented by the Brotherhood of Locomotive Engineers, Brotherhood of Locomotive Firemen and
Enginemen, Order of Railway Conductors, Brotherhood of Railroad Trainmen and Switchmen's
Union of North America.

       An employee who has taken or is scheduled to commence his vacation during the year 1949
prior to July 1, 1949 shall not be entitled to the increased vacation nor to the vacation allowance
provided for herein during the period July 1, 1949 - December 31, 1949.

      Section 12 - This vacation agreement shall continue in effect until changed or modified in
accordance with provisions of the Railway Labor Act, as amended.

       Section 13 - This agreement is subject to approval of courts with respect to carriers in hands
of receivers or trustees.

       Section 14 - The parties hereto having in mind conditions which exist or may arise on
individual carriers in making provisions for vacations with pay, agree that the duly authorized
representative (General Chairman) of the employees, party to this agreement, and the officer
designated by the carrier, may enter into additional written understandings to implement the purposes
of this agreement, provided that such understandings shall not be inconsistent with this agreement.

MEMORANDUM - Chicago, Illinois, April 29, 1949
      Referring to agreement, signed this date, between employees represented by the Brotherhood of
Locomotive Engineers, Brotherhood of Locomotive Firemen and Enginemen, Order of Railway
                                                  62
Conductors, Brotherhood of Railroad Trainmen, and the Switchmen's Union of North America, and
Carriers represented by the Eastern, Western and Southeastern Carriers' Conference Committees, with
respect to vacations with pay:

       In computing basic days in miles or hours paid for, as provided in Section I of said agreement,
the parties agree that the following interpretations shall apply:

       1.     A trainman in passenger service, on a trip of 300 miles, upon which no overtime or
other allowances accrue, will be credited with two basic days.

      2.      An employee in freight service on a run of 125 miles, upon which no overtime or other
allowances accrue, will be credited with 1 1/4 basic days.

      3.        An employee in freight service on a run of 125 miles, with total time on duty of 14
hours on the trip, will be credited with l 3/4 basic days.

       4.        An employee in yard service working 12 hours will be credited with 1 1/2 basic days.

       5.      An employee in freight service, run-around and paid 50 miles for same, will be
credited with 1/2 basic day.

       6.      An employee in freight service, called and released and paid 50 miles for same, will be
credited with 1/2 basic day.

      7.         An employee in freight service, paid no overtime or other allowances, working as
follows:
                       1st trip .............................150 miles
                       2nd trip ............................140 miles
                       3rd trip .............................120 miles
                       4th trip .............................150 miles
                       5th trip .............................140 miles
                       Total ...............................700 miles
will be credited with seven basic days,

       8.      An employee in freight service makes trip of 40 miles in 4 hours or less, for which he
is paid 100 miles, will be credited with 1 basic day.

      9.       An engineman in passenger service makes a trip of 100 miles or less in 5 hours, will
be credited with 1 basic day.

       10.      An engineman in short-turn-around passenger service, makes a trip of 100 miles or
less, on duty eight hours within a spread of nine hours will be credited with 1 basic day.

      11.      A trainman in short-turn-around passenger service, makes a trip of 150 miles or less,
on duty eight hours with a spread of nine hours, will be credited with 1 basic day.
       12.      A trainman in short-turn-around passenger service, makes a trip of 150 miles or less,
total spread of time 10 hours, on duty eight hours within first nine hours, will be credited with 1 1/8
basic days.
                                                 63
       13.     An employee in freight service, deadheading is paid 50 miles for same, will be
credited with 1/2 basic day.

       14.     An employee is paid eight hours under the held-away-from-home terminal rule, will be
credited with 1 basic day.

       15.     An employee is allowed one hour as arbitrary allowance, will be credited with 1/8
basic day.

      /s/      A. Johnston, Grand Chief Engineer, Brotherhood of Locomotive Engineers

      /s/      C. J. Goff, Asst. President, Brotherhood of Locomotive Firemen and Enginemen

      /s/      R. O. Hughes by J. P., Vice President, Order of Railway Conductors

      /s/      A. F. Whitney, President, Brotherhood of Railroad Trainmen

      /s/      A. J, Glover, Intl. President, Switchmen's Union of North America

      /s/      D. P. Loomis, Chairman, Western Carriers' Conference Committee

      /s/      H. A. Enochs by S. M. F., Chairman, Eastern Carriers' Conference Committee

      /s/      H. A. Benton, Chairman, Southeastern Carriers' Conference Committee

RULE 86 - SENIORITY LIST

      Employees covered by this agreement shall have access at all times to a seniority list to be
posted in a convenient place at all yard offices, and the list shall be corrected at least each six months.
Two copies each to be furnished the general and local chairmen.

RULE 87 - SENIORITY RETAINED

       Employees promoted to an official or supervisory position with the company, Burlington
Northern or Subsidiary Lines or with the United Transportation Union shall be granted necessary
leave of absence and shall retain and continue to accumulate seniority rights as provided for the
employees covered under this agreement and his name shall appear on the appropriate seniority
rosters.

RULE 88 -COPY OF AGREEMENT

       The Colorado and Southern Railway Company agrees to furnish each employee covered by this
agreement with a copy of this schedule, if requested, free of charge. Employees will be required to
receipt for the schedule agreement and must return it to the Superintendent or Trainmaster upon
leaving the service.
64
RULE 89 - APPROVAL OF INTERPRETATIONS

       All interpretations on this agreement shall be approved by the operating officials whose
signatures are attached hereto, or their successors, and the General Chairman of the United
Transportation Union.

RULE 90 - SERVICE LETTER

      When trainmen leave the service they shall be furnished a letter, if requested, signed and
stamped by the superintendent, giving time of service and the capacity employed.

RULE 91 - DURATION OF AGREEMENT

      This agreement shall continue in effect until changed in accordance with the provisions of the
Railway Labor Act, as amended.

ACCEPTED FOR UNITED TRANSPORTATION UNION:

      A. S. Driver, General Chairman

ACCEPTED FOR THE COLORADO AND SOUTHERN RAILWAY COMPANY:

      D. M. Tisdale, Director - Labor Relations
Dated at Denver, Colorado, this 1st Day of September, 1980.
                                               APPENDIX 1

September 14, 1953                                                                         TR-1532
                                                                                           YD-175

Mr. E. B. Boggs, Vice President
Brotherhood Railroad Trainmen,
Denver, Colorado

Mr. J. A. McNamara, General Chairman,
Brotherhood Railroad Trainmen,
Denver, Colorado

Gentlemen:

      Referring to our letter September 8th, Trainmen's Case No. 1532 - Yardmen's Case 175,
concerning Superintendents' Notice in regard to arrangements for lay-offs. Please cancel our letter of
September 8th.

      In our meeting, we advised you that the arrangements for layoffs were managerial matters and
that we had a right to make arrangements for lay-offs.

      We will request the Superintendents to change their notice to provide in part, as follows:

      Trainmen, enginemen and yardmen may orally make arrangements with crew callers, PRIOR
      TO BEING CALLED, to "lay off" not to exceed fifteen days. Such "lay offs" will be granted if
      conditions permit. If, in the opinion of the crew callers, conditions will not permit employees
      to lay off for a period not to exceed fifteen days, they will not be permitted to "lay off" unless
      oral arrangements are made with the Superintendents, Trainmaster, General or Division
      Foreman, or Road Foreman of Engines, prior to being called. Crew callers will keep an
      accurate record of all oral "lay offs" granted by them.

      Any "lay offs" in excess of fifteen days must be for an agreed period and a definite
      understanding in writing must be made between the employees desiring to lay off and the
      Superintendents, Trainmaster, General or Division Foreman; or Road Foreman of Engines.

      Trainmen, enginemen and yardmen "laying off" who do not report for service an or before the
      expiration of the fifteen days will be considered as being absent without authority, except that
      when failure to report on time is the result of unavoidable delay, the "lay off" may be extended
      to include such delay.

      Yours very truly,
      (Signed) J. D. WALKER




                                                     66
                                                APPENDIX 2

MEMORANDUM OF AGREEMENT

      Memorandum of Agreement between The Colorado and Southern Railway Company,
hereinafter called the "Carrier" and the Brotherhood of Railroad Trainmen, hereinafter called the
"Organization."

      In disposition of all the issues involved in connection with the Union Membership notice
served upon the Carrier on March 15, 1951, by the Organization, under Section 6 of the amended
Railway Labor Act, it is agreed that:

      1.      Within sixty (60) days following the first day of compensated service or sixty (60)
days following the effective date of this agreement, whichever is later, each employee who is subject
to the provisions of the collective agreement between the parties hereto, applicable to Road
Conductors and Trainmen, bearing date of May 1, 1924, or the agreement between the parties hereto,
dated February 1, 1951, applicable to Yardmen, or agreement dated February 1, 1951, applicable to
Yardmasters at Denver, Colorado, shall as a condition of continued employment, become and remain
a member of the Organization.

        Provided:       That this agreement shall not require such condition of employment in the case
of employees to whom Organization membership is not available upon the same terms and conditions
as are generally applicable to other members, or in the case of an employee to whom membership has
been denied or terminated for any reason other than failure of the employee to pay the periodic dues,
initiation fees, and assessments (not including fines and penalties) uniformly required as a condition
of acquiring or retaining membership.

       Provided further.       That any employee who is subject to the provisions of said collective
agreements need not become a member of or retain membership in the Organization party hereto if he
shall hold or acquire membership in any one of the Railway Labor Organizations, national in scope,
organized in accordance with the Railway Labor Act, and admitting to membership employees of a
craft or class engaged in the services or capacities within the jurisdiction of the First Division of the
National Railroad Adjustment Board. Any Road Conductor, Trainman or Yardman (including Yard-
masters at Denver, Colorado) who is employed as such on the effective date of this agreement, who is
not a member of a labor Organization, national in scope, organized in accordance with the Railway
Labor Act as amended and admitting to membership Road Conductors, Trainmen, Yardmen or
Yardmasters, may, at the option of the Brotherhood of Railroad Trainmen, as a condition of
continuing his employment, be required to become a member of the Organization party hereto, in
conformity with the requirements of Section 1 hereof.

       2.       Upon receipt of a demand from the Organization party hereto, served in accordance
with the requirements of Section 3 of this agreement, that an employee be removed from the Carrier's
service for failure to pay the periodic dues, initiation fees or assessments referred to in Section 1
hereof, the Carrier will cause such action to be taken within thirty (30) days from the date of receipt
of such demand (if it is not in the interim withdrawn) except in the case of an employee for whom
replacement is not available or cannot be made available, in which case the employee referred to in
the demand of the Organization may be continued in service until he can be relieved.


                                                      67
      Provided:

      (a)       No such demand shall be served until thirty (30) days have elapsed after return to the
Carrier's service of an employee who has been absent from duty following:

      1.       A properly approved leave of absence of thirty (30) days or more, or

      2.       Disability of thirty (30) days or more resulting from sickness or injury.

       (b)     No such demand shall be served until thirty (30) days have elapsed subsequent to the
return of an employee to service in a class or craft covered by the collective agreements between the
parties hereto who holds seniority therein, from employment in a supervisory or official capacity.

       (c)      No such demand shall be served at any time involving an employee whom the Carrier
is required by State or Federal statute to retain in its service.

       3.      The demand for the removal of an employee from the Carrier's service under the
provisions of Sections 1 and 2 hereof must be on the form attached hereto as Appendix A. Such
demands must be served upon the highest officer of the Carrier who is designated to handle claims
and grievances involving employees represented by the Organization Party hereto, and must be signed
by that Organization's General Chairman.

     4.      Rules pertaining to grievances, discipline and investigations shall not be applicable to
employees who are dismissed from the Carrier's service under the provisions of this agreement.

       5.      Neither this agreement nor any provision contained therein shall be used as a basis for
time or money claims against the Carrier, nor shall any provision of any other agreement between the
parties hereto be relied upon in support of any claim that may arise as a result of the application of
this agreement.

       The provisions of this agreement shall become effective September 15, 1951, and shall
continue thereafter subject to automatic termination upon the serving of thirty (30) days' written
notice by one party upon the other party.

      Signed at Denver, Colorado, this 6th day of September, 1951.

      FOR THE BROTHERHOOD OF RAILROAD TRAINMEN:

      /s/ J. A. McNamara, General Chairman

      FOR THE COLORADO AND SOUTHERN RAILWAY COMPANY:

      /s/ J. D. Walker, Assistant Vice President and General Manager




                                                   68
FORM A
Mr...................................................................
  .....................................................................
  .....................................................................
Demand for Removal of an Employee from the Carrier's Service. (Organization) hereby demands of
(Carrier) that said Carrier remove (Employee) (Occupation) (Department) (Location) from its service
for failure to become and remain a member of (Organization) and for failure to hold or acquire
membership in any one of the organizations described in the second proviso of Section 1 of the
agreement of (date), covering the subject of dismissal from service for failure to pay periodic dues,
etc., and represents and warrants that membership in (organization) has been, during the periods of
time specified in said agreement, and is now available to said (Employee) upon the same terms and
conditions as are generally applicable to any other member thereof; and represents and warrants that
membership of said (Employee) in (Organization) has been denied or terminated as of (date), solely
for the reason that said named employee has failed and now continues to fail to tender to said named
Organization the periodic dues, initiation fees, and assessments (not including fines and penalties)
uniformly required as a condition of acquiring or retaining membership in (Organization), as
contemplated by the above referred to agreement of (Date) (Organization) By its (Seal)

Copy to:       (Name of Employee involved)
               (Street Address)
               (City), (State)

                                            APPENDIX 3

Dues Deduction Agreement between The Colorado and Southern Railway Company and Employees
Thereof subject to representation by the Brotherhood of Railroad Trainmen, effective October 1,
1955.
       The Brotherhood of Railroad Trainmen (hereinafter called the "Brotherhood") has requested
that The Colorado and Southern Railway Company (hereinafter referred to as the "Carrier") withhold
and deduct from the wages of such of its employees employed in train and yard service and as
Yardmasters and Dining Car Stewards, who are members of the Brotherhood, monthly membership
dues, initiation fees, assessments and insurance premiums and to pay over to the Brotherhood the
amounts so deducted and withheld, less amounts provided for by Section 4 herein.

Section 1:      (a)     Subject to the terms and conditions of this agreement, the Carrier shall
periodically deduct from the wages of the employees subject to this agreement, who acquire and
maintain membership in the Brotherhood, amounts equal to the periodic dues, initiation fees,
assessments and insurance premiums (not including fines and penalties) uniformly required as a
condition of acquiring or retaining membership in the Brotherhood and shall pay the amount so
deducted to the designated Treasurer of the Brotherhood; provided, however, that this requirement
shall not be effective with respect to any individual employee until he shall have furnished the Carrier
with a written wage assignment authorization to the Brotherhood of such membership dues, initiation
fees, assessments and insurance premiums, which wage assignment authorization shall be revocable
in writing after the expiration of one year from the date of its execution, or upon the termination of
this agreement, or upon the termination of the Rules and Working Conditions Agreement between the
parties hereto applicable to employees in Train and Yard Service, Yardmaster and Dining Car
Steward Service, whichever occurs sooner.


                                                      69
       (b)    The wage assignment authorization shall be in the form attached hereto and identified
as Attachment A which by this reference is made a part hereof.

       (c)     The revocation of the wage assignment authorization shall be in the form attached
hereto and identified as Attachment B which by this reference is made a part hereof.

      (d)      Both the wage assignment authorization and the revocation of the wage assignment
authorization forms shall be provided by and at the expense of the Brotherhood and shall be subject to
approval by the Carrier.

      (e)      The Brotherhood shall assume full responsibility for the procurement and execution of
the wage assignment authorization or the wage assignment authorization revocation and for delivery
of such forms properly compiled to the General Auditor - Denver, Colorado.

      Section 2:       (a) The Treasurer of each lodge of the Brotherhood shall furnish to the General
Auditor of the Carrier, not later than the 5th of each month, but earlier if possible, a certified
statement in triplicate showing the name, the Railroad Retirement Account number, the division on
which employed, and gross amount to be deducted from the wages of each member who has signed a
wage assignment farm, and which form has been filed with the Carrier.

      (b)      Deductions will be made from the wages earned in the first pay period of the month
for which the statement specified in Section 2(a) is furnished. The following payroll deductions will
have priority over deductions in favor of the Brotherhood, as provided for in this agreement:

      1.      Federal, state and municipal taxes and other deductions required by law, including
garnishments and attachments.

       2.      Amounts due the Carrier.

       3.      Insurance and hospitalization premiums.

       4.      Amounts due in payment far meal books, watches and board or lodging deduction
orders.

      (c)      If the earnings of an employee are insufficient to remit the full amount of deduction for
such employee, no deduction shall be made, and the same will not be accumulated on any subsequent
statement furnished by the Treasurer of the Brotherhood.

       (d)     No deductions will be made from other than the regular payrolls.

       (e)     This agreement shall cease to apply to any employee who may be adjudicated bankrupt
or insolvent under any federal or state laws, and any wage assignment authorization given hereunder
shall become void.

      Section 3:      In the event the Carrier makes any change in the accounting system or
procedure, the Brotherhood will be notified of such change, and advised to whom authorizations,
revocation, and deduction lists are to be delivered.


                                                      70
       Section 4:      In consideration of the services herein described and to pay for the expense of
administration, the Carrier will retain from the sum of all deductions made in each month ten (10)
cents per member from whom a deduction is made in such month and will remit to the Treasurer of
each lodge the balance due the Brotherhood of the amount deducted from the wages of the members
listed by the respective Treasurers. The Carrier will make such remittance not later than the 5th day
of month following in which the deduction is made.

       Section 5:    Erroneous deductions will be adjusted by the Brotherhood. If a question arises
as to the amount deducted, the member concerned will handle such matter direct with the Treasurer of
his lodge.

      Section 6:       No part of this agreement or any other agreement between the Carrier and the
Brotherhood shall be used either directly or indirectly as a basis for any grievance or claim by or in
behalf of any employee predicated upon any violation of, or misapplication or non-compliance with,
any part of this agreement.

     Section 7:      The Brotherhood shall indemnify, defend and save harmless the Carrier from
any and all claims, demands, liability, losses or damage resulting from the execution of, or
compliance with the provisions of this agreement.

       Section 8:     This agreement shall become effective October 1, 1955 and shall remain in
effect until modified or changed in accordance with the provisions of the Railway Labor Act, as
amended.

      Signed at Denver, Colorado, this 29th day of July, 1955.

FOR THE BROTHERHOOD OF RAILROAD TRAINMEN:

      /s/ J. A. McNamara, General Chairman

FOR THE COLORADO AND SOUTHERN RAILWAY COMPANY:

      /s/ R. D. Wolfe, Assistant to Vice President( Labor Relations)

                                        ATTACHMENT A

Wage Assignment Authorization

TO:    The Colorado and Southern Railway Company.

       I hereby assign to the United Transportation Union that part of my wages necessary to pay my
monthly union dues, initiation fees, assessments and insurance premiums (not including fines and
penalties) as reported to the General Auditor, The Colorado and Southern Railway Company, by the
Treasurer of United Transportation Union, Local No.___________, in monthly statements certified
by him as provided for in the Dues Deduction Agreement entered into between The Colorado and
Southern Railway Company and its employees represented by the United Transportation Union,
effective October 1, 1955, and I hereby authorize The Colorado and Southern Railway Company to
deduct from my wages all such sums and remit them to the Treasurer of my local _________of the
                                                     71
United Transportation Union in accordance with the said Dues Deduction Agreement. This
authorization may be revoked in writing by the undersigned at any time after the expiration of one
year from the date of its execution, or upon the termination of the said Dues Deduction Agreement, or
upon the termination of the Rules and Working Conditions Agreement between The Colorado and
Southern Railway Company and United Transportation Union governing employees in train, yard,
dining car and other service, whichever occurs sooner.

      Signature ...........................................................
      Home Address ....................................................
      Railroad Retirement Account Number ...................
      UTU Local No... .................................................
      Location ............................................................
      Date ..................................................................

                                                     ATTACHMENT B

Wage Assignment Revocation, United Transportation Union

To:    The Colorado and Southern Railway Company

        Effective ............, 19...., I hereby revoke the wage assignment authorization now in effect
assigning to the United Transportation Union that part of my wage necessary to pay my monthly dues,
initiation fees, assessments and insurance premiums now being withheld pursuant to the Dues
Deduction Agreement effective October 1, 1955, between the Colorado and Southern Railway
Company to deduct such monthly union dues, initiation fees, assessments and insurance premiums
from my wages.

      Signature ...........................................................
      Home Address ....................................................
      Railroad Retirement Account Number ...................
      UTU Local No. ........... Location ..........................
      Date ..................................................................

                                                         APPENDIX 4

The Colorado and Southern Railway Company
                                                                                           March 16, 1953
                                                                                340-Opr.

Mr. J. A. McNamara, General Chairman,
Brotherhood of Railroad Trainmen,
Denver, Colorado

Dear Sir:

      Referring to our various letter, ending with yours March 9th, and our meeting March 12th, in
regard to the operation of the so called Remaco Industrial Spur:


                                                                       72
      It was agreed that this industrial spur will be operated, during the term that C&S will be in
charge of the operation, as a part of the C&S Denver Yard and C&S Denver Yard crews will perform
necessary service on this line during that period in conjunction with service in other parts of C&S
Yard, handling all cars for the Associated Railroads that are destined to or originate on this industrial
Spur.

      It was further agreed that during period of C&S operation, the Agreement between the
Colorado and Southern Railway Company and the Brotherhood of Railroad Trainmen - providing for
Schedule of Rates of Pay, Rules and Regulations for Yardmen - will apply to crews used on this
Remaco Industrial Spur, the same as in other parts of Denver Yard.

      It was further agreed that when crews are dispatched to operate on this industrial spur, they will
be provided with a caboose, except that a caboose will not be furnished when a special movement is
made.

       Further, it was understood that if the line was extended beyond so-called Morningside to
Golden, we would enter into negotiations as to whether Yardmen or Fort Collins District Trainmen
would be used to perform operation on this extended industrial spur during periods that C&S would
be in charge of the operation.

        It was further understood that cars of the Associated Railroads would be delivered to the C&S,
during C&S period of operation, through regular source of interchange. For the time being, Rock
Island-D&RGW car will be delivered to C&S through the regular D&RGW-C&S interchange, and
car to be returned to them through the regular C&S-D&RGW interchange. However, D&RGW may
later elect to deliver and receive D&RGW-RI cars at present D&RGW- D&IM interchange near West
Myrtle and Quivas Street.

      Will you please acknowledge approval of these understandings.

                                                                     Yours very truly

                                                                     /s/ J. D. Walker.

       P. S.    I am attaching hereto copy of General Chairmen Madden, Speas and Tallmon's letters,
which you requested, approving the understanding that C&S Denver Yard Enginemen would perform
service on this industrial spur as a part of their Denver Yard operation.

                                  J. D. W.
General Grievance Committee Brotherhood of Railroad Trainmen
                                  209 Cooper Bldg.
                                  Denver 2, Colorado,
                                  March 16, 1953

Mr. J. D. Walker,
Assistant Vice President and General Manager,
The Colorado and Southern Railway Company
500 C. A. Johnson Building
Denver 2, Colorado

                                                   73
Dear Sir:

       This will acknowledge receipt of your letter dated March 16, 1953, regarding the operation of
so-called Remaco Industrial Spur with C&S Yard crews as a part of their Denver Yard operation.

      This is to advise that the contents of your letter reflects the understanding reached in
conference and this will confirm that understanding and our approval of same.

                                                             Yours truly,
                                                             /s/ J. A. McNamara
                                                                 General Chairman

                                               APPENDIX 5

Memorandum of Agreement between The Colorado and Southern Railway Company and The
Brotherhood of Railroad Trainmen.

THE PARTIES HERETO MUTUALLY AGREE THAT:

      1.        All employees coming within the scope of agreements between the parties who have
heretofore attained age of seventy (70) years, or who shall attain the age of seventy (70) years on or
before December 31, 1959, shall have their seniority rights acquired under the rules and working
agreements between the parties terminated on December 31, 1959.

       2.      Employees who shall attain the age of seventy (70) years after December 31, 1959,
shall have their seniority rights acquired under the rules and working agreements between the parties
terminated on the last day of the calendar month in which they attain the age of seventy (70) years.

       3.       After the seniority of an employee has been terminated as provided herein, his name
shall be stricken from the seniority roster or rosters provided for by said rules and working conditions
agreements, and such person shall not be permitted to work or be re-employed by the Carrier in
service coming under the rules and working conditions agreements between the parties signatory
hereto.
       4.       It is understood that an employee on a run which does not return to the home terminal
each day and who is at the away-from-home terminal at the end of the day on which his seniority is to
be terminated, will be permitted to work his turn or assignment back to the home terminal.

       5.      Neither this agreement nor any provision contained herein, nor any application thereof,
shall be considered or used as a basis for any time or money claim against the Carrier.

       6.      In the event of a serious manpower shortage, this agreement shall be suspended for the
duration of such emergency. If the parties cannot agree that serious manpower shortage exists, such
question shall be submitted to arbitration.

       7.      This agreement shall become effective July 20, 1959, and shall remain in effect until
revised or canceled in accordance with the provisions of the Railway Labor Act, as amended.

      Signed at Denver, Colorado, this 20th day of July, 1959.

                                                  74
FOR THE BROTHERHOOD OF RAILROAD TRAINMEN:
     /s/ J. A. McNamara, General Chairman

FOR THE COLORADO AND SOUTHERN RAILWAY COMPANY:
     /s/ R. D. Wolfe, Assistant to Vice President (Labor Relations)

                                              APPENDIX 6

Memorandum of Agreement between The Colorado and Southern Railway Company and
Brotherhood of Railroad Trainmen.

                                                   Denver, Colorado
                                                   December 31, 1961

      In perpetuation of local agreement entered into at Denver, Colorado, on March 24, 1950, in
connection with Denver Yardmen laying off and missing calls, it is reaffirmed and agreed:

       1.      Yardmen will not be permitted to go to the foot of the board. Yardmen laying off must
be off the board twenty-four hours from the time of their layoff.

      2.      Yardmen missing calls, for which they are responsible will be held off the board
twenty-four hours from the calling time at which they missed the call.

      This agreement supersedes any former existing agreements in this connection.

FOR THE BROTHERHOOD OF RAILROAD TRAINMEN:

      /s/ J. A. McNamara, General Chairman

FOR THE COLORADO AND SOUTHERN RAILWAY COMPANY:

      /s/ R. D. Wolfe, Assistant to Vice President (Labor Relations)

                                          APPENDIX 7
                                                                         November 23, 1971
                                                                         Yardmen
Mr. A. S, Driver
General Chairman, UTU
5810 West 38th Avenue
Denver, Colorado 80218

Dear Mr. Driver.
       During conference today we discussed the application of Appendix 28 to the Yardmen's
schedule in the light of the amended Hours of Service Act; and we agreed as follows:

       WHEREAS, this notice will leave Appendix 28 intact, with the following exceptions:

       1.     An employee displacing a junior yardman on a holiday will be subject to the amended
Federal Hour and Service Act. Public Law 91.
                                               75
       2.     An employee on an assignment being annulled for a holiday, shall advise the
designated company representative of his desire to displace a junior yardman prior to 8:00 o'clock
A.M. the day preceding such holiday. All "bumps" to be completed by 8:00 P.M. of same day.

        3.      Notice of assignments being annulled will be posted as much in advance as
requirements of service are known, but not less than 48 hours prior to starting time of the first
assignment affected, This understanding may be terminated by either party on fifteen days written
notice to the other.

       Yours truly,
       /s/ H. J. Tierney, Director, Labor Relations

       AGREED TO:
       /s/ A. S. Driver, General Chairman, UTU

                                  APPENDIX 8
                          MEMORANDUM OF AGREEMENT
                                    between
                         UNITED TRANSPORTATION UNION
                                      and
                 THE COLORADO AND SOUTHERN RAILWAY COMPANY

       The following provisions shall govern in the extension of seniority rights of Fort Collins,
Trinidad and Cheyenne seniority district road trainmen and yardmen at Denver, Colorado:

        1.     (a)     Effective October 1, 1970, the seniority rights of Fort Collins, Trinidad and
Cheyenne seniority district road trainmen will be extended so as to include seniority in the yard at
Denver, Colorado and likewise, the seniority of yardmen in said yard will be extended so as to
include seniority in Fort Collins, Trinidad and Cheyenne seniority district road train service and in the
other yards.

      (b)      A joint roster will be prepared showing road trainmen and yardmen in order of length
of service, which shall govern their relative standing in the extension of seniority as provided in
Section (a) hereof. This roster will show prior rights seniority of road trainmen and yardmen in their
respective districts, extended seniority between yardmen at Denver and Fort Collins, Trinidad and
Cheyenne brakemen. Sample of roster prepared from July 1, 1970 rosters is enclosed as Exhibit A.

       (c)     In extending seniority under Section (a), road trainmen and yardmen holding seniority
rights as of September 30, 1970 shall retain prior rights in the class of service in which they secured
original seniority. Employees who enter service subsequent to September 30, 1970 will have the
same seniority date in road and yard service, and their names will appear on the joint roster.

       2.      A road trainman may voluntarily relinquish his assignment in road service (assignment
as used here is intended to mean assignment to a regular run, a turn in the freight pool, or a place on
the extra board) and exercise seniority in yard service, using his yard or joint seniority but can only do
so on a Monday. Under these circumstances, the employee will be required to remain in yard service
for a period of not less than twenty-eight (28) days, unless, as a result of a displacement, he can no
longer hold a regular assignment in yard service, or yard extra list.
                                                       76
       3.       (a)     Employees who are working as yardmen may voluntarily relinquish their yard
assignments and enter road service, except an employee shall be required to remain in yard service
until completion of the designated work week applicable to the individual. Under these
circumstances, the employee will be required to remain in road service for a period of not less than
twenty-eight (28) days, unless as a result of a displacement he can no longer hold a job in road service
or on road extra list. In exercising seniority from yard service to road service, where the employee
exercising his seniority right was not displaced by a senior employee, exercise of seniority to road
service will be restricted to bidding or bulletined vacancies, so-called open turns, displacement of the
junior trainmen in pool freight service        and the extra list.

      (b)      A qualified yard foreman assigned as such will not be permitted to leave the yard
unless there is available a qualified replacement.

       (c)     Set forth below are several examples to show how Sections 2 and 3 above are intended
to be applied:

              (1)  An employee working in road service bids in a vacancy in yard service and
      commences work on Monday. He has as signed rest days of Saturday and Sunday. Such
      employee may not voluntarily leave the yard assignment until midnight of the following
      Sunday.

              (2)      The employee in Example 1 does not commence work until Tuesday. He may
      not voluntarily leave the assignment until midnight of the second day following Sunday.

               (3)    An employee on a road assignment or road extra board desires to move to yard
      extra board at same point displacing junior extra yardman or to displace a junior assigned
      yardman. Such voluntary move can only be made on Monday at 12:01 A.M.; the 12:01 A.M.
      assignment to prohibit employees from working a day in road service and five days in yard
      service during the work week.

               (4)    The employee in Example 3, who later desires to voluntarily move to road
      service (including road extra board) will be governed by Examples 1 and 2.

            (5)     An employee working in road service, who bids in a vacancy in yard service
      may move to said vacancy as soon as he is available to do so.

             (6)     An employee working in yard service who bids in a bulletined vacancy as
      brakeman in road service may not move to such job until awarded the job and then only after
      midnight of second rest day he had in yard service, or in case of extra yardmen on Monday.

              (7)   If a brakeman's job is advertised and there are no bids received, the junior
      trainman working on road extra list will be placed on the job on expiration of bulletin.

       4.      An employee laid off account reduction of force at any of the locations set forth herein
will not be required to assert his seniority at other than the point where laid off, unless it would
otherwise require the employment of additional men, with the exception that they will be subject to
recall for service at location other than point of lay-off, and when notified of such available
employment at other than point of lay-off, they will be required to report for service within 48 hours
77
providing they do not have work with another employer or forfeit the right to later displace a junior
employee at that location until there is a further recall at that point. In the event such employee has
work with another employer, he will have five days in which to report for service at the point other
than where laid off, and failing to do so report within the five-day period, he will forfeit the right to
later displace a junior employee at that point until there is a further recall at that point. It is
understood that this section has application only to employees who are laid off at one point and who
do not elect to accept available employment at other specified points.

      5.       Separate extra boards shall continue to be maintained for road and yard service, and
when one board is exhausted and there are men on the other board at the same point, then the
exhausted board will be augmented by the other board. Present practices at Trinidad remain
unchanged. It is understood that when all extra men have qualified for both road and yard service,
consideration will be given to the establishment of a common extra board,

      Note: The yard extra board is exhausted when there is no one available thereon for 8 hours of
      work, or all extra yardmen have worked eleven straight time days as outlined in the so-called
      eleven day agreement, then the exhausted extra board will be augmented by the trainmen's
      extra board. If there is no one available on the trainmen's extra board yardmen available under
      amended Appendix 21 will be used.

       6.      The rules of the collective agreement, applicable to road service, shall govern in that
class of service, and the rules of the collective agreement applicable to yardmen, shall be applied to
yard service. It is understood that there shall be no additional expense to the company for
deadheading or otherwise as a result of this agreement.

       This agreement shall become effective on October 1, 1970 and shall continue in effect subject
to the serving of thirty (30) days notice by one party upon the other party, further handling to be in
conformity with the procedural requirements of Section 6 of the amended Railway Labor Act.

      Signed at Denver this 21st day of August 1970.

FOR THE ORGANIZATION:

/s/ H. H. Mervin
General Chairman, UTU

APPROVED:
/s/ L. A. Combs
Vice President, UTU

FOR THE CARRIER:

/s/ L. K. Hall
Director, Labor Relations
BURLINGTON NORTHERN




                                                      78
                                                                        500 Johnson Building
                                                                        Seventeenth and Glenarm Streets
                                                                        Denver, Colorado 80202
                                                                        October 13, 1970

The Colorado and Southern Railway Company
Labor Relations Department

Mr. H. H. Mervin
General Chairman, UTU-C&T
Denver, Colorado

Dear Mr. Mervin:

     During conference today we agreed to the following interpretation of Paragraph 4 of the
Memorandum of Agreement dated August 21, 1970, covering extension of seniority rights between
yardmen and trainmen:

      4.        In the event of shortage of employees on one of the "prior right" districts and a surplus
of employees on another, a "prior rights" employee who is furloughed due to force reduction will be
subject to recall for service at other than his "prior right" district only if it would otherwise require the
employment of an additional man to meet service requirements.

       When so recalled to service, such employee must report as directed within 48 hours after
receipt of recall notice- unless he has secured outside employment, in which event he must report as
directed within five days after receipt of recall notice.

      Failure to report as directed will result in forfeiture of seniority, except in cases of bona fide
personal sickness.

        Other than prior rights employees who are furloughed due to force reduction, must report as
directed to any point where needed on the consolidated seniority district within twenty-four hours
after receipt of recall notice, or forfeit their seniority - except in case of personal bona fide sickness.

       Employees accepting service on other than their prior rights district under this agreement, may
return to their prior rights district when their seniority will permit them to hold an assignment or the
extra board.

      Except to the extent that this agreement conflicts with Rule 50 of the Trainmen's Agreement
and Rule 16 of the Yardmen's Agreement, those two rules remain in effect.

In case of shortage of men on a particular prior rights district, the Superintendent will mail notice to
each furloughed man on other prior rights district showing number of men needed.

If such service is not voluntarily accepted by furloughed employees from another prior rights district,
then the Superintendent will mail recall notices to the junior furloughed employees on other prior
rights district, and they must respond in accordance with the provisions of this agreement.


                                                        79
Yours very truly,
(Signed) H. J. Tierney
Director, Labor Relations

AGREED:
(Signed) H. H. Mervin
General Chairman, UTU-C&T

       Note: Rules 50 and 16 as referred to above is now Rule 68.

                               UNITED TRANSPORTATION UNION
                                General Committee of Adjustment (T)
                        THE COLORADO & SOUTHERN RAILWAY COMPANY
                                      5810 West 38th Avenue
                                     Denver, Colorado 80212
                                                                    February 25, 1971

Mr. H. J. Tierney,
Director of Labor Relations
Colorado And Southern Railway Co.
500 C. A. Johnson Bldg.
17th & Glenarm PI.
Denver, Colo. 80202

Dear Sir:

      Regarding your letter of February 23, 1971, having to do with letter of interpretation dated
October 13, 1970, 1 may not have made my position clear on this issue, it was assumed that you
understood my position and that it would be necessary to cancel, modify or change the entire
agreement if the Carrier insisted on the interpretation thus far placed on the agreement.

       So there will be no misunderstanding of my position, it is stated as follows: I do not agree that
letter of interpretation was the intent of Paragraph 4 of the original agreement. The interpretation
completely changes the agreement and amounts to an altogether new agreement.

       My position is that under Paragraph 4 of the original agreement, an employee would not be
required to assert his seniority at any location other than point of lay off, but would be given an
opportunity to do so. His penalty, in case he did not report, would be the right to displace a junior
employee at that location until there was a future recall at that point. Certainly, by no stretch of the
imagination, did this mean that such employee would forfeit his seniority. He would forfeit only the
right to later displace a junior employee until such time as there was further recall at the point where
he was offered work and did not accept it.

       Unless we can agree on an interpretation along these lines, I am sure I will be instructed to
serve notice to cancel the agreement.

      In the meantime, I must have assurance of your position on the letter of interpretation, as I am
being pressed to take positive action on the matter.

                                                      80
                                                                      Yours truly,
                                                                      (Signed) W. T. Hanks
                                                                      W. T. Hanks, General Chairman
      WTH/wps

BURLINGTON NORTHERN
The Colorado and Southern Railway Company
Labor Relations Department
                                                                      500 Johnson Building
                                                                      Seventeenth and Glenarm Streets
                                                                      Denver, Colorado 80202

                                                                      February 26, 1971

Mr. W. T. Hanks
General Chairman
United Transportation Union
5810 West 38th Avenue
Denver, Colorado 80212

Dear Mr. Hanks:

During conversation today we discussed your letter of February 25 dealing with letter of
interpretation of October 13, 1970 covering the agreement consolidating seniority of Trainmen and
Yardmen on system basis, which became effective October 1, 1970.

As a result of our discussion it is understood that letter of interpretation is modified to the extent that
"prior rights" employees will be governed by original provisions of Paragraph 4 of the agreement of
August 21, 1970, effective October 1, 1970; and that provisions of the letter of October 13 will
hereafter apply only to new employees hired subsequent to October 1, 1970.

                                                                      Yours truly,
                                                                      (Signed) H. J. Tierney,
                                                                      Director Labor Relations

Agreed to:

(Signed) W. T. Hanks, Gen'l, Chairman
United Transportation Union (C&T)




                                                       81
                                     APPENDIX 9
                             MEMORANDUM OF AGREEMENT
                                       Between
                    THE COLORADO AND SOUTHERN RAILWAY COMPANY
                                         and
                            UNITED TRANSPORTATION UNION

      The parties hereto, desiring to extend the seniority of Conductors (which is now restricted
under Rule 49 to Wyoming, Fort Collins and Southern District, respectively) to include those three-
named districts, plus Denver Yardmen, on one consolidated roster of Conductors, do hereby agree
that:

      1.       (a)   Effective January 1, 1974, the seniority rights of Wyoming, Fort Collins,
Southern District Conductors shall be extended to include rights on all Districts.

               (b)     A consolidated roster shall be prepared showing Conductor's seniority
standing, and to also show prior rights on their home districts for all Conductors with a Brakeman's
date of September 30, 1970 or before.

             (c)    Prior right Denver Yardmen who have acquired, or will acquire seniority as
Conductors, under provisions of Memorandum of Agreement signed February 26, 1973, will rank
among themselves as Conductors following all Conductors on the Wyoming, Fort Collins and
Southern Districts, with a Brakeman date prior to October 1, 1970; but ahead of dual rights
Brakemen-Yardmen.

              (d)    Dual rights Brakemen-Yardmen acquiring a Conductor date on or before
January 31, 1974 will be given a Conductor's prior right seniority date on district where working
when promoted.

               (e)     Dual right Brakemen-Yardmen acquiring a Conductor date after January 31,
1974 will establish a common date on the system.

      2.       (a)     A Conductor acquiring extended seniority under this agreement may transfer
from one prior right district to another in the exercise of that seniority as provided in vacancy rules.

                (b)     i. In extending Conductors' rights under Section 1 (a), prior rights Conductors
on any district (this to include prior rights Yardmen who may have acquired a Conductor's date) will
not be required by the Carrier to transfer to another district.

                (b)     ii. Should a shortage of demoted Conductors occur on a district, the junior
demoted dual rights Conductors at the nearest source of supply may be required to transfer to that
district; and he shall be allowed deadhead mileage, plus meal and lodging allowances, in conformity
with Article XI of the National UTU Agreement of January 27, 1972, for a period not to exceed sixty
(60) days, provided there are eligible Brakemen on that district who have not been promoted.

      (c)      It is understood that Brakemen and/or Yardmen will be offered promotion examination
as soon as practicable after be- coming eligible under the provisions of existing agreements.


                                                      82
       It is further understood that employees will be required to become qualified in their seniority
order or forfeit their rights to promotion to the junior employee who does qualify for promotion under
schedule rules.

        Should the needs of the service require that an employee be promoted to Conductor at one
point when there is a senior eligible employee at another point, the junior employee so promoted will
establish a date for such senior employee provided that the latter employee accepts promotion at the
first opportunity.

      (d)     Conductors, Brakemen and Yardmen will have access to bulletins advertising new
assignments or vacancies on existing assignments on the entire system. In the event no bids are
received on a particular bulletin, the junior unassigned man in the particular grade of service
(Conductor, Brakeman or Yardman) working in the district or yard where the vacancy occurs will be
assigned under applicable schedule rules.

      This agreement will remain in effect until changed in accordance with the amended Railway
Labor Act.

SIGNED AT DENVER, COLORADO, THIS 17TH DAY OF DECEMBER, 1973.

For
UNITED TRANSPORTATION UNION:
(Signed) A. S. Driver
General Chairman
(Signed) L. A. Combs
Vice President

For
COLORADO AND SOUTHERN RAILWAY COMPANY:
(Signed) H. J, Tierney
Director, Labor Relations

      Note:   Rule 49 as referred to above, is now Rule 32.




                                                     83
                                     APPENDIX 10
                             MEMORANDUM OF AGREEMENT
                                       between
                    THE COLORADO AND SOUTHERN RAILWAY COMPANY
                                         and
                            UNITED TRANSPORTATION UNION

Effective with calendar year 1971, yardmen (includes yardmasters) who qualify for two or more
week's vacation under the provisions of the National Vacation Agreement of April 29, 1949 as
amended, will be permitted to split their vacation in not more than two periods, the minimum period
being one week, subject to the following conditions:

      (1)      When a yardman is granted a split vacation under this agreement, it is understood that
the combined length of his vacation period will be no greater than the length of the vacation period to
which he is entitled at the time the first period of the split vacation is started.

      (2)      Whenever relief for a vacationing yardman involves deadheading, payment therefor
will be limited to the first deadhead going to fill the first portion of the split vacation and the last
deadhead returning from the second portion of the split vacation.

       (3)     Consideration of the individual yardman's preference under Section 6 of the National
Vacation Agreement will be given to only one period of a split vacation. A yardman requesting a
split vacation will designate which period he desires to be considered as his preference. (In making
selections for split vacations, an employee may choose only the first period on the basis of his
continuous service date, and will not be permitted to choose the second period until all men have
been awarded one choice.)

       (4)      Yardmen requesting a split vacation under this agreement must do so when making
their original vacation choices each year.

       (5)       When a vacation is split under the provisions of this rule and payment is allowable
under the minimum provisions of Section 2 of the National Vacation Agreement, the rate of pay shall
be that of the last service rendered prior to the start of each vacation period.

       (6)     This agreement which will become effective January 1, 1971 may be canceled by
either party upon thirty days' written notice.

SIGNED AT DENVER, COLORADO, THIS 12TH DAY OF OCTOBER, 1970.

FOR THE ORGANIZATION:
(Signed) H. H. Mervin
General Chairman, UTU-C&T

FOR THE CARRIER:
(Signed) H. J. Tierney
Director, Labor Relations



                                                      84
                                     APPENDIX 11
                             MEMORANDUM OF AGREEMENT
                                       between
                    THE COLORADO AND SOUTHERN RAILWAY COMPANY
                                         and
                            UNITED TRANSPORTATION UNION

EXERCISE OF SENIORITY ONTO VACATION VACANCIES

       1.       Vacation lists of yardmen (includes yardmasters) will be posted on bulletin boards
available to all yardmen. No request for change in assigned vacation period will be considered unless
received by Superintendent at least fourteen days prior to start of assigned vacation period.

       2.      All vacation periods for yardmen start on 1st day following rest days. A yardman
desiring to exercise his seniority onto a particular vacation vacancy must so notify the Superintendent
in writing not later than 10 A.M. of the second day prior to the start of the vacation vacancy. The
senior yardmen making application under this paragraph will be assigned to such vacancy as of the
day on which the particular vacation period starts, and will remain on the vacancy until the regular
yardman returns from vacation, except as provided below.

       3.        It is understood that each vacationing yardman will return to work immediately upon
completion of his assigned vacation period unless he has made arrangements for additional time off
prior to starting his vacation period.

      4.      It is not intended that a yardman filling a vacation vacancy under this agreement will
be subject to displacement; except by a senior yardman after filling the vacancy of a vacationing
yardman who has arranged for additional time off.

     5.       In the event no applications are received for a particular vacation vacancy the junior
yardman will be assigned.

       6.       A yardman, who has a bump and who is senior to a vacationing yardman, may exercise
his seniority to the position owned by the latter, and this will terminate the vacation vacancy; where
upon the yardman who has been filling the vacation vacancy will return to his former position. Upon
his return from vacation, the vacationing yardman will have a bump.

      7.      This agreement applies only to vacancies caused by absence of a yardman on vacation
and not to the succeeding vacancy of a yardman who exercises seniority onto a vacation vacancy.
Paragraphs 6 and 7 do not apply to yardmaster,

      8.      This agreement which becomes effective January 1, 1971 may be automatically
terminated upon thirty days' written notice from either party to the other.

SIGNED AT DENVER, COLORADO, THIS 13TH DAY OF OCTOBER, 1970.

FOR THE ORGANIZATION:                                                      FOR THE CARRIER:

(Signed) H. H. Mervin                                                      (Signed) H. J. Tierney
General Chairman, UTU-C&T                                                  Director, Labor Relations
                                                  85
                                         Burlington Northern

The Colorado and Southern Railway Company
Labor Relations Department
                                                                        500 Johnson Building
                                                                        Seventeenth and Glenarm Streets
                                                                        Denver, Colorado 80202
                                                                        October 13, 1970
Mr. H. H. Mervin
General Chairman, UTU-C&T
Denver, Colorado

Dear Mr. Mervin:

With reference to Memorandum of Agreement dated today captioned, "Exercise of Seniority onto
Vacation Vacancies."

We have agreed that Paragraphs 6 and 7 thereof do not apply to Yardmasters.

Vacation vacancies for yardmasters will be bid separate and apart from yardmen, and will be awarded
the senior qualified applicant. Succeeding vacancies will be filled in the same manner.

Each successful bidder will fill the vacancy for its entire duration.

Yours very truly,
(Signed) H. J. Tierney
Director, Labor Relations

AGREED:
(Signed) H. H. Mervin
General Chairman, UTU-C&T

                                  APPENDIX 12
                          MEMORANDUM OF AGREEMENT
                                    between
                 THE COLORADO AND SOUTHERN RAILWAY COMPANY
                                      and
                         UNITED TRANSPORTATION UNION

      Effective with calendar year 1971, conductors and brakemen (hereinafter referred to as
trainmen) who qualify for two or more week's vacation under the provisions of the National Vacation
Agreement of April 29, 1949, as amended, will be permitted to split their vacation in not more than
two periods, the minimum period being one week, subject to the following conditions:

      (1)      When a trainman is granted a split vacation under this agreement, it is understood that
the combined length of his vacation period will be no greater than the length of the vacation period to
which he is entitled at the time the first period of the split vacation is started.

      (2)      Whenever relief for a vacationing trainman involves deadheading, payment therefor
will be limited to the first deadhead going to fill the first portion of the split vacation and the last
deadhead returning from the second portion of the split vacation.

                                                    86
       (3)     Consideration of the individual trainman's preference under Section 6 of the National
Vacation Agreement will be given to only one period of a split vacation. A trainman requesting a
split vacation will designate which period he desires to be considered as his preference. (In making
selections for split vacations, an employee may choose only the first period on the basis of his
continuous service date, and will not be permitted to choose the second period until all men have
been awarded one choice.)

       (4)      Trainmen requesting a split vacation under this agreement must do so when making
their original vacation choices each year.

       (5)       When a vacation is split under the provisions of this rule and payment is allowable
under the minimum provisions of Section 2 of the National Vacation Agreement, the rate of pay shall
be that of the last service rendered prior to the start of each vacation period.

       (6)     This agreement which will become effective January 1, 1971 may be canceled by
either party upon thirty days' written notice.

SIGNED AT DENVER, COLORADO, THIS 12TH DAY OF OCTOBER, 1970.

FOR THE ORGANIZATION:
(Signed) H. H. Mervin
General Chairman, UTU, C&T

FOR THE CARRIER:
(Signed) H. J. Tierney
Director, Labor Relations

                                     APPENDIX l3
                             MEMORANDUM OF AGREEMENT
                                       between
                    THE COLORADO AND SOUTHERN RAILWAY COMPANY
                                         and
                            UNITED TRANSPORTATION UNION

                                          Filling Vacation Vacancies
      1.       Vacation lists of conductors and brakemen (herewith referred to as trainman) will be
posted on bulletin boards available to all. No request for change in assigned vacation period will be
considered unless received by Superintendent at least fourteen days prior to start of assigned vacation
period, and then will be subject to service requirements.

       2.       All vacation periods for trainmen start on Monday. Vacation vacancies for trainmen
will be filled in accordance with Rule 57, as amended, of the respective conductors and brakemen's
agreements. The trainmen assigned under this paragraph will remain on the vacancy until the regular
man returns from vacation, except as otherwise provided herein.

       3.        It is understood that each vacationing trainman will return to work immediately upon
completion of his assigned vacation period unless he has made arrangements for additional time off
prior to starting his vacation period.

                                                  87
      4.      This agreement which becomes effective January 1, 1971, may be automatically
terminated upon thirty days' written notice from either party to the other.

SIGNED AT DENVER, COLORADO, THIS 12TH DAY OF OCTOBER, 1970.

FOR THE ORGANIZATION:
(Signed) H. H. Mervin
General Chairman, UTU-C&T

FOR THE CARRIER:
(Signed) H. J. Tierney
Director, Labor Relations

      Note:   Rule 57 as referred to above, is now Rule 36.

THE COLORADO AND SOUTHERN RAILWAY COMPANY
A Subsidiary of Burlington Northern
500 Johnson Building/Seventeenth and Glenarm Streets
Denver, Colorado 80202
BURLINGTON NORTHERN
Labor Relations Department
                                                                                 September 10, 1973
                                                                                 AT-23-A
                                                                                 AY-7
Mr. A. S. Driver
General Chairman UTU
5810 West 38th Avenue
Denver, Colorado 80212

Dear Mr. Driver:

       This will confirm our recent understanding in conference that beginning with calendar year
1974, employees covered by Memorandums of Agreement dated October 12 and 13, 1970, dealing
with the splitting of annual vacations, may split their vacations into minimum periods of one week
each, if they so desire, subject to other conditions of those agreements.

                                                              Yours very truly,
                                                              (Signed) H. J, Tierney
                                                              Director, Labor Relations




                                                88
                                           APPENDIX 14
THE COLORADO AND SOUTHERN RAILWAY COMPANY
A Subsidiary of Burlington Northern
500 Johnson Building/Seventeenth and Glenarm Streets
Denver, Colorado 80202
Burlington NORTHERN
Labor Relations Department
                                                                                  November 20, 1972
                                                                                  AT-29
M r. A. S. Driver
General Chairman UTU
5810 West 38th Avenue
Denver, Colorado 80212

Dear Mr. Driver.
During conference today we agreed that when calling extra men to fill vacancies on outlying
assignments on Fort Collins District (excluding Leadville and Golden) they will be given 10-hour call
prior to on-duty time of assignment in which the vacancy exists. This will permit the extra man to
drive his auto to the outlying point and get 8 hours rest prior to the starting time of the assignment.
Such extra men will be entitled to one meal allowance at the outlying point in advance of starting
time of his assignment.

                                                                           Yours very truly,
                                                                           (Signed) H. J. Tierney
                                                                           Director, Labor Relations
AGREED TO:
(Signed) A. S. Driver
General Chairman
United Transportation Union (C-T-Y)

                                           APPENDIX 15
THE COLORADO AND SOUTHERN RAILWAY COMPANY
A Subsidiary of Burlington Northern
500 Johnson Building/Seventeenth and Glenarm Streets
Denver, Colorado 80202
BURLINGTON NORTHERN
Labor Relations Department
                                                                           November 20, 1972
                                                                           AT-30
Mr. A. S. Driver
General Chairman UTU
5810 West 38th Avenue
Denver, Colorado 80212

Dear Mr. Driver:
During conference today we agreed that assignments on which crews report for duty without being
called will have a fixed starting time which will only be changed by giving crews advance notice
under Rule 32 and where possible prior to tie-up previous trip. Existing assignments to which this
rule applies are:
                                                89
      Road Switcher assignments at Golden, Longmont, Fort Collins, and Loveland.
      Local freight turn around assignments on the Greeley and Golden Branches.

                                                                            Yours very truly,
                                                                            (Signed) H. J. Tierney
                                                                            Director, Labor Relations
AGREED TO:
(Signed) A. S. Driver
General Chairman
United Transportation Union (C-T-Y)

      Note:   Rule 32 as referred to above, is now Rule 22

                                               APPENDIX 16

                           MEMORANDUM OF AGREEMENT
                                           Between
                         BURLINGTON NORTHERN INC. - (BN)
                  COLORADO AND SOUTHERN RAILWAY COMPANY - (C&S)
                                             And
                      Employees of those carriers who are represented by
                      UNITED TRANSPORTATION UNION (T) - (UTU)

      This Agreement is made pursuant to joint notice from the BN and C&S dated March 12, 1973
reading:

      Pursuant to the provisions of Section 4 of the Agreement of May 31, 1936, Washington, D. C.,
      effective June 18, 1936; interested employees and their representatives will take notice that the
      Burlington Northern Inc. and The Colorado & Southern Railway contemplate a coordination
      of yard operations at Denver, Colorado, effective some time after 90 days from the date of this
      notice.

      It is proposed that C&S Rice Yard will be abandoned and all operations conducted through the
      BN 38th Street Yard.

      It is contemplated that we will have yard engines commencing work at 19th Street, 31st Street,
      and at South Denver (to serve industries in that area).

      And this Agreement as hereinafter set forth by mutual agreement by the parties signatory
      hereto fulfills and disposes of said notice. It is agreed:

                                         ARTICLE I - Purposes
      The scope and purposes of this Agreement are:
          (a) To provide the protection provisions as set forth in Article II.

           (b) To provide for the allocation of work between yardmen of the BN and C&S railroads
when the BN and C&S railroad terminal facilities are coordinated at Denver, Colorado, including the
establishing of new switching limits.

                                                      90
          (c) To provide for the consolidation of terminal and switching limits of 8N and C&S at
Denver, Colorado, to the extent provided herein.

                                        ARTICLE II - Protection

      1.        All C&S employees who have a seniority date prior to date of this Agreement and
who, on the effective date of this Agreement, have a seniority right to work in Denver Yard will be
subject to the benefit provisions of the Washington Job Protection Agreement of May, 1936.

      2.        All BN employees on the McCook Seniority District who are not "protected"
employees under the merger protective agreement with the UTU dated December 14, 196S, as
amended June 21, 1968, and who have a seniority date prior to the date of this Agreement, will be
subject to the benefit provisions of the Washington Job Protection Agreement of May, 1936.

                          ARTICLE III - Consolidation of Terminal Services

       1.      The present terminal and switching limits of the C&S and BN at Denver, Colorado,
shall be consolidated and the following shall be the applicable switching limits for the consolidated
yard at Denver.

             General Switching Limits:
             East:   East stockyard switch near Riverside Cemetery including Market Street line
             DENVER-PUEBLO LINE:           M.P. 6.84
             DENVER-CHATFIELD LINE: M.P. 7.968
             DENVER-CONNORS LINE: M.P. 8.508
             DENVER-CHEYENNE LINE: M.P, 3.75
             DENVER-GOLDEN LINE:           M.P.4.67

             Pulling and Pushing Limits:
             EAST: M. P. 539

             Industrial Switching Limits:
             EAST: West switch at Derby, located at approximately M.P. 535.9

       2.       All yard engine assignments in the consolidated Denver Terminal will be allocated
per allocation table (Attachment A) on the basis of total yard engine hours and inbound car count of
cars handled in Denver yard by each of the C&S and BN for the years 1971 and 1972 as being
representative of a fair and equitable division of work and producing a ratio of:

                                               53 % C&S
                                              47 % BN

       3.      Employees shall work on their allocated assignments under the rules of their respective
railroads, except to the extent modified by this Agreement. There will be no restrictions on any yard
work that may be assigned to either a BN or C&S crew in the consolidated terminal, except as
provided in Paragraph 5 hereof and the Note thereunder.



                                                 91
      Note: If a C&S crew is used to rerail cars that were derailed while handled by other than a
      C&S yard crew, the C&S crew will be compensated therefor under the applicable BN rule.

      If a C&S crew in the Consolidated Denver Terminal is required to work during their meal
      period, they will be compensated under BN Yardmen's Agreement.

      4.      Vacancies on assignments allocated to the C&S will be filled from C&S rosters under
C&S rules and likewise vacancies on assignments allocated to BN will be filled from BN rosters
under BN rules.

       5.      Thirty days prior to the initial coordination the Superintendent and employee
representatives shall meet and designate which yard assignments shall be filled from C&S roster and
which from BN roster. Those yard assignments which are used for the greater portion of their tour of
duty to serve industries previously served exclusively by C&S shall be allocated to C&S and those
that serve industries previously served exclusively by BN shall be allocated to BN. This will also
apply to new or relocated industries in the respective areas. In event agreement cannot be reached,
Superintendent will make initial allocations subject to review procedures by local committees as
contemplated in Section 8 hereof.

      Note: Notwithstanding the provisions of Paragraph 3 of Article 111, it is the intention of the
      provisions of Paragraph 5 of the same Article that a crew allocated to switch a particular in
      industrial area will be used for such work if work is available, in preference to working in the
      train yard.

      If such a crew is relieved before the work is completed in the industrial area, then to the extent
      possible, crew from the same carrier to which the industrial work is allocated will be used.

       6.      In making the allocations, the parties shall, as close as mathematically possible,
designate jobs to be filled from C&S and BN rosters based on 53% for C&S and 47% for BN on each
shift.

       7.       (A)    Any extra yard engine worked shall be filled from C&S or BN extra boards on
an alternating basis, job for job. First extra yard engine worked after date of coordination will be
filled by yardmen from carrier who would stand for next crew on allocation table. Record to be
maintained by crew dispatchers, and will be available for review by local chairmen. When the
applicable extra board is exhausted, vacancies will be filled under presently existing rules on the
respective railroads.

               (B)     If the Carrier shall annul an engine, such as a holiday annulment, there will be
no change in the allocation.

               (C)     If the Carrier should abolish any yard assignment, the rules applicable to the
assignment involved shall be followed. If the assignment to be abolished is not allocated to the
railroad which stands to lose a crew under the allocation table, the local chairman of that railroad will
be given an opportunity to designate a crew manned by employees of the other railroad. Such
designation shall be on the same shift on which the yard assignment is abolished and does not conflict
with Section 5 hereof. Such designation must be made within 48 hours from the time abolishment
notice is posted. If the local chairman fails to make the allocation in time to make it effective on the
date the change is scheduled, the Carrier will designate the crew to be allocated.
                                                   92
       8.       (A)     At intervals of six months, the Carrier shall review the designations and make
re designations that may be warranted because of increases and/or decreases that have occurred in the
number of assignments during the past six months. Such re designations shall first be reviewed by
the committees representing C&S and BN employees thirty (30) days in advance, so that any
agreement they can reach among themselves on allocation of jobs to meet percentage ratios may be
reflected in the new allocations of jobs.

               (B)     If additional yard assignments are established during the six month intervals,
the jobs will be allocated to the railroad which is due the next assignment under the allocation table.
There will be no re-allocation of jobs between railroads until the next six month checking period.

      9.       Where yard crews of either railroad may now properly perform service outside of
switching limits, qualified yard crews of either BN or C&S working in the consolidated terminal may
be required to perform such service.

        10.     Road crews operating into and out of the consolidated Denver Terminal will be
governed by the rules of their employing railroad. Any work that they perform in the consolidated
terminal will be treated as if performed in the former separate yards in the application of the rules.
Prospect (M. P. 1.016) shall be the point where final terminal delay commences for C&S crews. If
crew is stopped behind other trains at Prospect (M. P. 1.016), final terminal delay will commence at
time so stopped. If trains are handled over a new route, agreement will be reached on point where
final terminal delay shall start.

      11.      Road and yard crews will go off duty at the same point as they went on duty within the
consolidated terminal.

       12.     Contract and discipline matters are to be adjusted with the proper officer in charge of
the consolidated yards by committee of the organization concerned, and if appeals are taken, same are
to be handled in the usual way with the Superintendent representing the line by which the aggrieved
employee is employed. If further appeal is taken, it shall be in accordance with the schedule
provisions governing the employee or employees involved.

              ARTICLE IV - Wash, Locker and Parking Facilities - 31st St. Yard Office

       1.       Adequate locker, wash, and toilet room facilities will be provided at the consolidated
yard facility. Washroom facilities will have hot and cold running water.

      2.      Lockers will be provided in sufficient quantity so that each regular employee will have
his own locker and extramen will have lockers available for their use. Lockers will be of standard
size.

      3.      Facilities will be adequately lighted, heated and ventilated. Shower facilities and
adequate lunch room space with tables and seating will be provided.

      4.       An adequate parking area with all-weather surfacing will be provided and maintained.

       5.       The facilities will be maintained in good condition. The Organization will assist in
this effort by urging its members to use the trash receptacles and avoid littering.
93
      6.      First aid kits will be maintained and made available at yard offices.

      7.      Adequate Bulletin Boards will be provided in the yard office.

      8.      Mark-up board will be maintained in 31st Street yard office.

      9.      Washroom, locker and parking facilities will be provided at other points where yard
crews go on and off duty.

                                        ARTICLE V - General
      1.      All pre-existing agreements that conflict with the terms hereof are hereby cancelled.

      2.      Santa Fe road crews will be permitted to handle their trains and engines in BN yard to
the same extent they handled them in C&S yard.

     3.       Switchtenders positions in the Consolidated Denver Terminal will be assigned to BN
employees.

      4.        This Agreement will become effective on the date of the consolidation set by the
Carrier, but the general chairmen shall be given at least sixty (60) days' advance notice thereof.

Dated at Denver, Colo., this 11th day of October, 1973.

FOR THE UNITED TRANSPORTATION UNION (T)
(Signed) G. C. McCoy
General Chairman (BN)
(Signed) A. S. Driver
General Chairman (C&S)

FOR THE BURLINGTON NORTHERN INC.
(Signed) T. C, DeButts
Vice President - Labor Relations

FOR THE COLORADO AND SOUTHERN RAILWAY COMPANY
(Signed) H. J. Tierney
Director, Labor Relations

APPROVED:
(Signed) C. F. Christiansen
Vice President




                                                 94
                     Attachment A

                  ALLOCATION TABLE
Number
 Of
Engines   C&S %                     C&S   BN
 1          53                        1    _
 2         106                        1    1
 3         159                        2    1
 4         212                        2    2
 5         265                        3    2
 6         314                        3    3
 7         371                        4    3
 8         424                        4    4
 9         477                        5    4
10         530                        5    5
11         543                        6    5
12         636                        6    6
13         649                        7    6
14         742                        7    7
15         795                        8    7
16         848                        8    8
17         901                        9    8
18         954                       10    8
19        1007                       10    9
20        1060                       11    9
21        1113                       11   10
22        1166                       12   10
23        1219                       12   11
24        1272                       13   11
25        1325                       13   12
26        1378                       14   12
27        1431                       14   13
28        1484                       15   13
29        1537                       15   14
30        1590                       16   14
31        1643                       16   15
32        1696                       17   15
33        1749                       18   15
34        1802                       18   16
35        1855                       19   16
36        1908                       19   17
37        1961                       20   17
38        2014                       20   18
39        2067                       21   18
40        2120                       21   19



                         95
                                              APPENDIX 17

                               MEMORANDUM OF AGREEMENT
                                         between
                      THE COLORADO AND SOUTHERN RAILWAY COMPANY
                                           and
                              UNITED TRANSPORTATION UNION
IT IS AGREED:
       1.      Effective August 2, 1976, the Leadville Road Switcher Assignment will be advertised
for one (1) Conductor and one (1) Brakeman for a period of ten (10) days with successful bidders to
be assigned effective August 16, 1976. The advertisement will specify that the successful bidders
will be assigned to the positions until June 14, 1977.

      2.       Beginning June 1, 1977, the Leadville Road Switcher Assignment will be advertised
then and each subsequent June 1st for a period of ten (10) days with assignments to be effective June
15th of each year until June 14th of the following year.

       3.       Applications will be received from promoted conductors on the entire seniority
district, and the senior conductor applying for the Conductor's vacancy will be assigned to the
position for the period of the assignment and will not be permitted to vacate the assignment nor may
he be displaced from the assignment unless he can no longer hold any position including extra boards
as a brakeman-yardman on the entire seniority district.

       4.      Applications will be received from brakemen-yardmen on the entire seniority district
for the brakemen assignment on the Leadville Road Switcher and the senior brakeman-yardman
applying will be assigned to the position for the period of the assignment and will not be permitted to
vacate the assignment nor may he be displaced from the assignment unless he can no longer hold any
position including extra boards as a brakeman-yard on the entire seniority district.

       5.     If no applications are received for the conductor's vacancy, the junior demoted
conductor working at or out of Denver will be assigned to the vacancy. He will then hold the
assignment until June 14th of the following year unless a junior demoted conductor is working at or
out of Denver and he desires to displace the junior demoted conductor at Denver. In that case, the
junior demoted conductor at Denver must assume the assignment at Leadville under the same
conditions.

      6.      If no applications are received for the brakeman's vacancy, the junior brakeman-
yardman working at or out of Denver will be assigned to the vacancy. He will then hold the
assignment until June 14th of the following year unless a junior brakeman-yardman is working at or
out of Denver and he desires to displace the junior brakeman-yardman at Denver. In that case, the
junior brakeman-yardman at Denver must assume the assignment at Leadville under the same
conditions.

       7.      This Agreement covers the assignment of the Leadville Road Switcher and any other
rules or agreements pertaining to seniority have no application to this Agreement.




                                                  96
       8.      This Agreement is no guarantee that the Carrier will continue the existing Leadville
Road Switcher Assignment in perpetuity. It imposes no restrictions on the Carrier's right to abolish
the assignment at any time. If the assignment is abolished and later reestablished, the assignment will
be re-bulletined under the provisions of this Agreement for the remainder of the assignment period to
June 14th.

      9.       This Agreement will become effective August 2, 1976, and will remain in effect with
the understanding either party may cancel the agreement by serving a written 30-day notice of
cancellation on May 15th of any calendar year.

SIGNED AT DENVER, COLORADO, THIS 21ST DAY OF JULY, 1976.
FOR UNITED TRANSPORTATION UNION:
(Signed) A. S. Driver
General Chairman

FOR THE COLORADO AND SOUTHERN RAILWAY COMPANY:
(Signed) D. M. Tisdale
Director - Labor Relations
APPROVED:
(Signed) F. M. Timmermann
Vice President

                                       APPENDIX 18
                               MEMORANDUM OF AGREEMENT
                                         between
                      THE COLORADO AND SOUTHERN RAILWAY COMPANY
                                          and the
                              UNITED TRANSPORTATION UNION

      It is mutually agreed that in the application of Article II, Section 1 of the Agreement of June
25, 1964, the following will govern:

Section 1
      Suitable lodging at Carrier expense shall be provided at establishments listed in Attachment
"A." Suitable lodging will conform to the following criteria:

      (a)      Single occupancy bedrooms with telephones and television sets and carpeted floors.

      (b)      Beds equipped with innerspring mattresses or equivalent.

      (c)      Sufficient blankets, with clean linen to be changed after each occupancy.

      (d)      Adequate bathing and toilet facilities accessible from within the bedroom.

      (e)      Bedrooms shall be cooled or heated where climatic conditions normally require it; the
               cooling or heating of the bedrooms shall be controlled from within the bedrooms.



                                                  97
Section 2
The four (4) hours or more referred to in said Article II will be computed from the tie-up time on
arrival at terminal until crew goes on pay at departure with the provision that if the connection has not
arrived at the time set for departure, time involved in computing the four (4) hour period shall
continue until arrival of the connection, less preparatory time when no terminal switching is to be
performed prior to arrival of the connection.

Section 3
      When crews are tied up on line of road and not under pay, lodging and meal allowance will be
made in the same manner as if tied up at the away-from-home terminal, except that meal allowance
will not be made when meals are furnished by the Carrier. These allowances are not to be made to
assigned crews having only one tie-up point.

Section 4
      At Cheyenne, Pueblo, Loveland and Longmont transportation will be furnished at Carrier
expense between point of going on and off duty and the designated lodging facility.

Section 5
      (a)      It is understood that if the General Chairman contends that the lodging facilities listed
               on Attachment "A" are not suitable, a prompt on-the-ground joint inspection will be
               made. If necessary, correction will be effected.

      (b)      It is also understood that the Carrier may change, add to or substitute for any of the
               facilities designated in Attachment "A", or designate lodging facilities at other
locations               providing those facilities meet the criteria established in Section 1.

Section 6
      This Agreement is full and final settlement of the Organization's Section 6 Notice dated July 8,
1974, relating to the subject matter of this Agreement.

Section 7
      The Agreements between the Colorado and Southern Railway Company and the Brotherhood
of Railway Trainmen and the Order of Railway Conductors and Brakemen providing for suitable
lodging under the provisions of Article II of the Agreement of June 25, 1964, dated July 17, 1964 and
November 1, 1965, and all agreements and understandings relating thereto, are hereby cancelled and
have no force or effect after December 31, 1976.

Section 8
       This Agreement will become effective January 1, 1977, and except as provided in Section 5,
shall remain in effect until changed in accordance with the provisions of the Railway Labor Act, as
amended.

SIGNED AT DENVER, COLORADO, THIS 30TH DAY OF NOVEMBER, 1976.
FOR UNITED TRANSPORTATION UNION:
(Signed) A. S. Driver
General Chairman



                                                   98
FOR THE COLORADO AND SOUTHERN RAILWAY CO.
(Signed) D. M. Tisdale
Director - Labor Relations

APPROVED:
(Signed) F. M. Timmermann
Vice President
                                        ATTACHMENT "A"
                       Guernsey, Wyoming       -    D&B Hotel
                       Cheyenne, Wyoming       -    Downtown Motor Inn
                       Wheatland, Wyoming      -    Friendship Motel
                       Fort Collins, Colo.     -    Travel Lodge
                       Longmont, Colorado      -    Valida Village Inn
                       Loveland, Colorado      -    Exit 254 Best Western
                       Leadville, Colorado     -    Silver King Motel
                                                    Timberline Motel
                       Pueblo, Colorado        -    Chilton Motor Inn
                       Texline, Texas          -    Western Hills Motel

                                    APPENDIX 19
                            MEMORANDUM OF AGREEMENT
                                     BETWEEN
                   THE COLORADO AND SOUTHERN RAILWAY COMPANY
                                       AND
                           UNITED TRANSPORTATION UNION

        1.      A pool crew run around enroute after departing from the terminal, will take the same
position at their final terminal that they held at the initial terminal at the time they were ordered, pro-
viding they have enough time under the Hours of Service Law for the return trip.

        2.      In the event a pool crew run around does not have sufficient time to make the return
trip to the home terminal when a pool crew is needed, this crew will stand first out as soon as the
crew's rest is up.

               (a)     A pool crew not having sufficient time for the return trip and is held for rest at
               the away-from-home terminal will, upon arriving back to the home terminal, be
               placed in the same position they held when ordered at the home terminal.

               (b)      If this pool crew had not received their legal rest before they stood to be
               ordered out of the home terminal, the crew will, after receiving legal rest, be placed
               first out.

               (c)     If due to a crew not having legal rest at the home terminal, it is not possible to
               place the crews in the same order as they held on previous trips out of the home
               terminal, then they will begin a new cycle in the pool.

        3.     In the event a crew is runaround enroute as referred to in Item 1 above, it will be the
obligation of such crew to notify the party handling the board at the home terminal, so that crews may
be placed in their proper turn in accordance with this Agreement.
                                                   99
       The provisions of this understanding to become effective Dec. 15, 1971 and may be terminated
by either party on fifteen days written notice to the other.

Signed at Denver, Colo., this 8th day of December, 1971.

For the carrier:
(Signed) H. J, Tierney
Director, Labor Relations

For the organization:
(Signed) A. S. Driver
General Chairman

YARDMASTERS - RULES AND RATES OF PAY

      Memorandum of Agreement Supplementary to Rules and Regulations for Yardmen between
The Colorado and Southern Railway Company and brotherhood of Railroad Trainmen covering Rules
and Rates of Pay Applying to Positions of Yardmasters and Assistant Yardmasters at Denver,
Colorado.

RULE 1 - SCOPE
       This Agreement shall apply to positions of yardmasters and assistant yardmasters at Denver,
Colorado, but shall not apply to positions of terminal trainmaster or footboard yardmasters. In the
event of the present positions of terminal trainmaster and assistant terminal trainmaster being
abolished and a position of general yard-master created or established instead thereof, such position
will be considered as outside of the scope of this Agreement.

      DEFINITION: The term "yardmasters" as used in this Agreement shall apply to positions
having supervision under the terminal train-master or assistant terminal trainmaster.

     The term "assistant yardmasters" as used in this Agreement shall apply to positions reporting to
yardmasters.

RULE 2 - ASSIGNMENTS
       (A)     Assignments will be for eight (8) hours. All time worked in excess of eight (8) hours
(not including transfer time) will be paid for as overtime on the minute basis at time and one-half rate.

       (B)      Assigned hours will be the same for each day of assignment and will not be changed
except on 48 hours' notice. A change of two (2) hours or more in the starting time will be considered
as creating a new position.

RULE 3 - RATES OF PAY
    Monthly salaries in connection with assignments for the calendar month shall be as follows:
                                                                              Rate
                           Days                                               Per
                           Assigned             Hours                         Month*
    Yardmaster             Monthly                8                    *Current rates
    Assistant                                                           of pay schedules
    Yardmaster             Monthly                8                     furnished by carrier.
                                                100
RULE 4 - DAILY RATES OF PAY
       (A)     Daily rates of pay shall be determined by multiplying the monthly rate by twelve (12)
and dividing the result by two hundred sixty-one (261). (See Rule 5, Five Day work week, Section
14).

        (B)     When a regularly assigned yardmaster, or assistant yardmaster, is required to perform
service other than his regular duties, he will receive not less than his regular pay for days so used;
when required to perform the duties of a higher rated position for a full day or more, he will assume
the rate of and the hours of assignment of such higher rated position.

RULE 5 - FIVE DAY WORK WEEK
       Section 1:      (a)    Beginning on the date this Agreement becomes effective on any Carrier
such Carrier will establish for yardmasters, subject to the exceptions contained in this Agreement, a
work week consisting of five consecutive days, with two days off in each seven, except as hereinafter
provided. The foregoing work week rule is subject to all other provisions of this Agreement.

        (b)    Due to the necessity of changing existing assignments to conform to the reduced work
week provided for in Section 1 (a), the Carrier will, prior to the effective date, post notices or
bulletins as required by schedule, bulletin rules or practices in effect listing the days off of regular
assignments and advertising far bid regular relief assignments.

"Days off" period of assignments, as established the effective date of this Agreement, shall remain
unchanged, except when it is necessary to establish new "days off" period resulting from the creation
of new assignments or the discontinuance of assignments.

      Section 2:       The term "work week" for regularly assigned yardmasters shall mean a week
beginning on the first day on which the assignment is bulletined to work, and for extra or unassigned
yardmaster shall mean a period of seven consecutive days starting with Monday.

       Section 3:       (a)    When service is required by a Carrier on days off of regular
assignments it may be performed by other regular assignments, by regular relief assignments, by a
combination of regular and regular relief assignments, or by extra or unassigned yard masters when
not protected in the foregoing manner. Where regular relief assignments are established, they shall,
except as otherwise provided in this Agreement, have five consecutive days of work, designated days
of service, and definite starting times on each shift. They may on different days, however, have
different starting times and have different points for going on and off duty which shall be the same as
those of the employee or employees they are relieving.

       (b) Where regular relief assignments cannot be established for five consecutive days on the
same shift, as provided for in Section 3 (a), such assignments may be established for five consecutive
days with different starting times on different shifts on different days, and on different days may have
different points for going on and off duty which shall be the same as those of the employee or
employees they are relieving.

     (c)      After the starting times and days of service have been established, changes therein may
be made only in accordance with schedule or bulletin rules.

      Section 4:      Blank.
                                                     101
       Section 5:      Extra or unassigned yardmasters may work any five days in a work week and
their days off need not be consecutive.

       Section 6:      (a)    Existing rules which relate to the payment of daily overtime and
practices thereunder are not changed hereby and shall be understood to apply to regular, regular relief
and extra and unassigned yardmasters.

       (b)      A regularly assigned yardmaster who is required to work on either or both of the rest
days of the position to which he is regularly assigned shall be paid therefor at the rate of time and
one-half, and extra or unassigned yardmasters worked as such more than five days in a work week
shall be paid time and one-half the basic straight time rate for such excess work, except:

      (1)      Blank.

      (2)      When moving from one assignment to another.

       (c)      There shall be no overtime on overtime; neither shall overtime hours paid for, nor time
paid for a straight time rate under exceptions referred to in paragraphs (a) and (b) of this Section 6, be
utilized in computing the five days referred to in such paragraph (b) of this Section 6, nor shall time
paid for in the nature of arbitraries or special allowances such as attending court, inquests,
investigations, examinations, etc., be utilized for this purpose, except when such payments apply
during assigned working hours in lieu of pay for such hour, or where such time is now included under
existing rules in computations leading to overtime. Existing rules or practices regarding the basis of
payment of arbitraries, or special allowances such as attending court, inquests, investigations,
examinations, etc., also for calls, basic day, transfer time and compensation therefor, preparatory
time, starting time (except as otherwise provided in Section 3) and similar rules are not affected by
the provisions of this Agreement.

     Section 7:         No employee will be permitted to work more than five days as yardmaster in a
work week except:

       (a)      A yardmaster on a regular or regular relief assignment who takes another regular or
regular relief assignment as yardmaster, will be permitted to go on the assignment of his choice and
will take the conditions of that assignment.

      (b)    An extra or unassigned yardmaster who takes a regular or regular relief assignment,
will be permitted to go on the assignment of his choice and will take the conditions of that
assignment,

      (c)      As provided in Section 6, paragraphs (b) and (c).

      (d)     Other than as provided for in paragraphs (a) and (b) of this Section 7, when there are
no extra or unassigned yardmasters available to fill a vacancy, in which event the senior available
yardmaster shall be used in accordance with applicable rules or practices in effect on the property.

       Section 8:
       Whenever a Yardman works any shift as Yardmaster or a Yardmaster works any shift as
Yardman, such shift will be counted in computing work as either Yardman or Yardmaster in applying
the five day work week of either Yardmen or Yardmasters.
                                                  102
      If a Yardman or extra Yardmaster is filling the vacancy of an assigned Yardmaster on vacation,
such Yardman or extra Yardmaster will assume all conditions and rest days of the position worked.

       Section 9:      Existing weekly or monthly guarantees producing more than five days per
week shall be modified to provide for a guarantee of five days per week. Nothing in this Agreement
shall be construed to create a guarantee where none now exists.

       Section 10:     The number of paid vacation days for which a yardmaster is eligible under any
vacation rule shall be reduced by one-sixth, and the qualifying period, where expressed in days, shall
likewise be reduced by one-sixth. Qualifying years accumulated prior to the effective date of this
Agreement for extended vacations shall not be changed.

      Note:   Rule 6 of the current Yardmasters' Agreement is modified to read as follows:

      "Yardmaster who have been continuously employed on positions covered by this Agreement
one year or more will be allowed ten (10) days' vacation with pay per annum."

      Section 11:     Blank.

      Section 12:      None of the provisions of this Agreement relating to starting time shall be
applicable to any classification of employees included within the scope of this Agreement which is
not now subject to starting time rules.

      Section 13:     Existing agreements shall be revised to conform to the provisions of this Article
3.

       Section 14:    The parties hereto having in mind conditions which exist or may arise on
individual Carriers in the application of the five-day work week agree that the duly authorized
representative (General Chairman) of the yardmasters, party to this Agreement, and the officer
designated by the Carrier, may enter into additional written understandings to implement the purposes
of this Agreement, provided that such understandings shall not be inconsistent with this Agreement.

      Article 1 of Yardmasters' Agreement "A" further provides as follows:

      "Upon the date this Agreement becomes effective:

     "(e)     An increase of $8.00 per month shall be added to the basic monthly rates of pay of
yardmasters."

       "(g)   (1)     The daily rate shall be determined by multiplying the monthly rate by 12 and
dividing by 261."

      "(2)    The straight-time hourly rate shall be determined by dividing the monthly rate by 174."

      Rule 4 (A) of the current Yardmasters' Agreement is cancelled.
      See Rule 4 (a).

     Except as herein provided, all existing rules not in conflict with this Memorandum of
Agreement, as contained in the current Yardmasters' Agreement, will remain in effect.
103
Signed at Denver, Colorado, this 28th day of April, 1952.
FOR THE BROTHERHOOD OF RAILROAD TRAINMEN:
       /s/ J. A. McNamara, General Chairman

FOR THE COLORADO AND SOUTHERN RAILWAY COMPANY:
     /s/ J. D. Walker, Assistant Vice President and General Manager

RULE 6 - VACATIONS

National Vacation Agreement will apply.

RULE 7 - VACANCIES

       (A)      All new positions, temporary vacancies of five (5) days or more, and permanent
vacancies will be bulletined for forty-eight (48) hours, bulletin to state hour bids will close. The
senior eligible yardman submitting bid will be assigned. Temporary vacancies that it is known will
exceed five (5) days will be advertised far bids forty-eight (48) hours prior to date such position
becomes open for temporary assignment.

      (B)      Temporary vacancies of less than five (5) days' duration, also vacancies pending
assignment under bulletin, will be filled by the senior eligible unassigned yardman in accordance with
Paragraph (4), Rule 68 of Yardman's Agreement
      .
      Note: "Eligible yardmen" under this Rule is understood to mean yardmen whose applications
      have been approved for yardmaster's work in accordance with Paragraph E (1), Rule 68 of
      Yardmen's Agreement.

      Amended by agreement signed January 16, 1976. See Appendix 1.

RULE 8 - REDUCTION IN FORCE

      (A)      Yardmasters displaced account force reduction may displace junior yardmasters.
Yardmasters losing positions account reduction in force do not sacrifice rights for making application
for new positions or vacancies when they occur.

      (B)      Yardmasters relinquishing positions voluntarily cannot thereafter make application for
a yardmaster's position for a period of one year.

RULE 9 - LEAVE OF ABSENCE - SENIORITY RETAINED - TIME LIMIT ON CLAIMS -
         DISCIPLINE
      Rule 69 "Leave of Absence," Rule 87 "Seniority Retained," Rule 71 "Time Limit on Claims,"
and Rule 73 "Discipline," of the yardmen's schedule will also apply to yardmasters.

RULE 10 - DURATION OF AGREEMENT
      The foregoing rules and rates of pay constitute in their entirety the agreement between The
Colorado and Southern Railway Company and the Brotherhood of Railroad Trainmen in regard to
yardmasters, and shall remain in full force and effect until thirty (30) days' written notice has been
served by either party on the other of its desire to change or terminate same in accordance with the
provisions of the Railway Labor Act.
                                                     104
Signed at Denver, Colorado, this 1st day of January, 1962.
FOR THE ORGANIZATION:
       /s/ J. A. McNamara, General Chairman
FOR THE CARRIER:
       /s/ R. D. Wolfe, Assistant to Vice President (Labor Relations)

                                       APPENDIX 1 (YM)
BN YM 1 /16/76
MEMORANDUM OF AGREEMENT between BURLINGTON NORTHERN INC. (BN),
COLORADO AND SOUTHERN RAILWAY COMPANY (C&S) and Yardmaster employees of
those Carrier who are represented by RAILROAD YARDMASTERS OF AMERICA (RYA) and
UNITED TRANSPORTATION UNION - T (UTU)

      This AGREEMENT is made pursuant to notice from the BN and C&S dated March 12, 1973,
which constitutes notice of coordination under Section 4 of the Washington Job Protection
Agreement of May, 1936, to all employees represented by the labor organizations parties hereto of the
Carrier' intentions to coordinate yard facilities and operations at Denver, Colorado.

ARTICLE I - Purposes
    The scope and purposes of this agreement are:

      (a)     To provide for application of Washington Job Protection Agreement benefits to
              affected yardmaster employees of C&S represented by UTU.

      (b)     To provide for the consolidation of terminal and switching limits of BN and C&S at
              Denver, Colorado, to the extent provided herein.

      (c)     To provide for the allocation of yardmaster assignments in the consolidated Denver
              terminal.

ARTICLE II - Protection

       1.      All BN and C&S employees holding regularly assigned positions as yardmasters in
Denver yards on January 16, 1976 will be subject to the benefit provisions of the Washington Job
Protection Agreement of May, 1936, if they lose their yardmaster assignment or are reduced to
assistant yardmaster as a result of reduction in yardmaster jobs growing out of the coordination. If
such a yardmaster can only hold a job as extra yardmaster, he will be guaranteed his normal rate of
compensation, i.e., the daily rate of the position he holds on December 31, 1975 for each working day
in the month during the protective period, rather than the test period earnings provided for in the
Washington Job Protection Agreement.

      2.      If any of the BN yardmasters referred to in paragraph I hereof are protected under the
BN Merger Protective Agreement, they will be given an option to take protection under this
coordination agreement in lieu of benefits of the Merger Protective Agreement. There will be no
pyramiding or duplication of benefits. Such option to be made within 60 days after the date of this
agreement.



                                                   105
      ARTICLE III - Consolidation of Terminal Services and Allocation of jobs

       1.      The present terminal and switching limits of the C&S and BN at Denver, Colorado,
shall be consolidated.

       2.       A Denver terminal yardmaster list, listing the names of eight yardmasters from each
the BN and C&S who held regular assignments as yardmaster at Denver on January 16, 1976, is
attached to this agreement as Attachment A.

        3.     The Carrier will establish jobs for these sixteen yardmasters as regular yardmaster,
relief yardmaster, or extra yardmaster, with a guarantee of five days' work per week, except weeks in
which holidays occur. These sixteen jobs will be continued subject to attrition of the yardmaster
listed on Attachment A.

       4.     (a)     In the initial assignment of yardmaster jobs, three yardmaster jobs plus one
relief yardmaster job will be established at each - 19th Street, 31st Street, 38th Street and South
Denver.

              (b)    The yardmaster positions supervising South Denver and 38th Street will be
allocated to C&S yardmasters; those supervising 19th Street and 31st Street will be allocated to BN
yardmasters.

               (c)     If any of these yardmaster positions are abolished, the Superintendent and
Local Chairman will meet and agree on the reallocation of yardmaster jobs with the understanding the
number of jobs will, if possible, be equally divided between BN and C&S. If an unequal number,
C&S will fill the extra job.

       5.       C&S or BN yardmaster listed on Attachment A are subject to displacement only by a
senior C&S or BN employee, respectively, on authorized leave of absence, or by a senior employee
with a right of displacement under applicable C&S-UTU or BN-RYA rules, as the case may be.

       6.      (a)     If a yardmaster's position is abolished, the occupant of the position may
exercise seniority on any position filled by a junior yardmaster from his railroad.

               (b)    If the abolishment of yardmaster position results in an uneven number of
regular yardmaster jobs in the Denver terminal, then the C&S yardmaster who is affected may
displace a junior C&S yardmaster or the junior BN yardmaster.

       7.       If additional yardmaster jobs are added at Denver, they will be allocated on an
alternating basis between the employees of the two Carriers. Whenever there is an unequal number of
yardmaster jobs, the C&S will fill the extra job.

       8.      Whenever there is a permanent vacancy on a yardmaster assignment at Denver, it will
be bulletined only to yardmasters of the railroad to which the job is allocated.

       9.      In filling a temporary vacancy in any yardmaster position the agreement rules of the
Carrier to which such position is allocated will be followed, unless there is an extra yardmaster with a
five-day-per-week guarantee under paragraph 3 hereof who has not yet worked five days that week.
                                                      106
        10.    If there is regular "tag-end" relief work for yardmasters, it will be considered extra
work and protected under applicable rules from the railroad from which the yardmaster who is
assigned to work the job five days a week. For example, a C&S yardmaster is assigned to first trick
yardmaster's job at 38th Street, Monday through Friday. Saturday is included as a part of a relief
assignment. A yardmaster is needed on Sunday, which is not part of a relief assignment. It would be
filled under applicable C&S-UTU rules pertaining to extra yardmaster work. This paragraph will not
apply if there is an extra yardmaster with a five-day-per-week guarantee under paragraph 3 hereof
who has not yet worked five days that week.

       11.     If the Carrier establishes a regular job to protect tag-end days as yardmaster and works
the balance of the five days as a yardman, the job will be filled on an alternating four-month basis, the
first four months to be filled by the railroad from which an employee is due the next regular
yardmaster's job pursuant to paragraphs 7 and 8 hereof.

      12.      Yardmasters from C&S will work under C&S-UTU rules, and yardmasters from the
BN will work under BN-RYA rules, except to the extent such rules are modified by this agreement.
There will be no restrictions as to crews or territories supervised in the consolidated Denver terminal.

ARTICLE IV - General
    1.    Rates of pay (as of December 31, 1975) for yardmaster jobs in the Denver terminal will be:

               31st Street            $65.40 per day
               South Denver           $65.40 per day
               19th Street            $63.13 per day
               38th Street            $63.13 per day

       2.      Superintendent will meet with the local chairman and agree on rest days for regular
and relief yardmaster assignments.

          3.   All pre-existing agreements that do not conflict with the terms hereof will remain in
effect.
      4.       This agreement supersedes and nullifies the agreement dated November 25, 1974
dealing with the same subject matters.

     5.       This agreement will become effective on the coordination of yard operations at
Denver, Colorado, January 16, 1976.

Dated at Denver, Colorado, this 16th day of January, 1976.
FOR RAILROAD YARDMASTERS OF AMERICA:
       /s/ N. P. Jones, General Chairman (BN)
FOR UNITED TRANSPORTATION UNION:
       /s/ A, S. Driver, General Chairman (C&5)
APPROVED:
       /s/ C. F, Christiansen
FOR BURLINGTON NORTHERN INC.:
       /s/ T. C. DeButts, Vice President, Labor Relations
FOR COLORADO AND SOUTHERN RAILWAY COMPANY
       /s/ D. M. Tisdale, Director, Labor Relations

                                                       107
                                            ATTACHMENT A
         NAME                                RAILROAD
1. A. L. Seale                                 C&S
2. R. E. Druse                          BN
3. R. W. Kennedy                               C&S
4. V. D. Knarr                                  BN
5. F. K. Taylor                                C&S
6. F. J. Martin                                 BN
7. C. M. Ries                                  C&S
8. A. J. Defeo                                  BN
9. C. M. Bain                                  C&S
10. M. I. Roe                                   BN
11. E. W. Zimbleman                            C&S
12. I. H. Cox                                   BN
13. L. F. Wright                               C&S
14. R. F. Loukota                               BN
15. S. Ortiz                                   C&S
16. D. C. Eichinger                             BN
BN Yardmasters will fill yardmaster jobs at 19th Street and 31st Street, and C&S Yardmasters will
fill yardmaster jobs at South Denver and 38th Street, pursuant to the coordination agreement.

                          MEMORANDUM OF AGREEMENT
                                   BETWEEN
                   BURLINGTON NORTHERN RAILROAD (Formre C&S)
                                      and
                         UNITED TRANSPORTATION UNION

      IT IS AGREED:

      1.      Yardmasters may be required to operate yard management system.

       2.      Yardmasters who are required to operate yard management system shall be allowed
$1.85 per shift, inaddition to any other earnings. Such allowance is not subject to future wage
increases or cost of living adjustments.

      3.       This agreement is in full settlement of the notice served June 14, 1982, by the United
Transportation Union under the provisions of Section 6 of the Railway Labor Act, as amended, and
such noticesare hereby withdrawn and closed.

       This Agreement shall become effective this 5th day of August 1983 and shall remain in effect
until and unless changed in accordance with the provisions of the Railway Labor Act as amended.

      Signed at Fort Worth, Texas tis 5th day of August 1983

For the                                             For the
UNITED TRANSPORTATION UNION                         BURLINGTON NORTHERN RAILROAD
A. S. Driver, General Chairman                      B. J. Mason, Director Labor Relations
APPROVED:
G. T. DuBose, Vice President
                                                   108

				
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