Notice! This document is for the information of UTU members. If there is any discrepancy between this version of our collective agreement and the current printed version issued to our members the printed version will be considered correct.

Date: July 28, 1994

EMPLOYEE PROTECTION AGREEMENT

Between

BURLINGTON NORTHERN RAILROAD

And

UNITED TRANSPORTATION UNION (C&T)

In connection with the Portland/Vancouver-Pasco Intraseniority district service agreement executed this date.

IT IS AGREED:

1. (a) Every trainperson (i.e., conductors and brakepersons) or yardpersons in the Pacific Seniority District adversely affected either directly or indirectly as a result of the implementation of the above-mentioned agreements shall receive the protective conditions afforded under the Northern Lines Merger Agreements dated December 14, 1965, as amended June 21, 1968 and January 10, 1968, if protected thereunder, or the protective conditions afforded by Article XIII (Protection of Employees) as set forth in Mediation Agreement dated January 27, 1972, (Case A-8830), as subsequently amended, subject to the exceptions contained herein.

(b) An employee who is out of services for disciplinary reasons on the effective date of this agreement, and is subsequently reinstated with full seniority rights, will be afforded the protection described in paragraph (a) of this Section 1.

2. Any trainperson home terminaled at Wishram, regardless of residency, as of the date the above-mentioned agreements are implemented, who elects to remain at such location but subsequently cannot continue to hold a trainpersons position at such location as a result of the implementation of the above-mentioned agreement, will be provided moving and transfer allowances, under the protective conditions chosen, if he/she elects to take service at another location of his seniority district within three years of the implementing date, provided he/she actually moves.

3. (a) Any trainperson or yardperson identified in 1(a), required to change their residence as a result of the implementation of the above-mentioned agreement shall receive the benefits contained in Sections 10 and 11 of the Washington Job Protection Agreement and in addition to such benefits shall receive a transfer allowance of $400.00 and 5 working days instead of the "two working days" provided in Section 10(a) of said agreement.

(b) The "5 working days" referred to in Paragraph (a), of this Section 3, means that the transferred trainperson is entitled to actual necessary traveling expenses of themself and members and their family and for their own actual wage loss for one period, not to exceed 5 consecutive calendar days, for moving. Included in the traveling expenses, among other things, is automobile mileage for up to two motor vehicles at the current applicable corporate miles rate.

(c) An employee transferring due to this intradivisional service will be allowed to up to two (2) working days with pay plus mileage at the current applicable corporate mileage rate, to seek a new residence at their new location.

(d) Comparable housing to be determined.

(e) In any case of change of residence resulting from implementation of these agreements, a trainperson or yardperson shall be considered to be "required to change their residence" (for purposes of qualifying for moving and real estate benefits) if the reporting point to which the employee is changed is more than 30 miles from their former residence. Distances shall be measured via the most direct automobile route.

(f) Employees who are not eligible for protection from loss on the sale of their residence under Northern Lines Merger Agreements listed in 1(a) will be governed by Section 11(a), Paragraphs 1, 2, and 3 of the Washington Job Protection Agreement, which reads as follows:

The following provisions shall apply, to the extent they are applicable in each instance, to any employee who is retained in the service of any of the carriers involved in a particular coordination (or who is later restored to such service from the group of employees entitled to receive a coordination allowance) who is required to change the point of his employment as a result of such coordination and is therefore required to move his place of residence.

1. If the employee owns his own home in the locality from which he is required to move, he shall at his option be reimbursed by his employing carrier for any loss suffered in the sale of his home for less than its fair value. In each case the fair value of the home in question shall be determined as of a date sufficiently prior to the coordination to be unaffected thereby. The employing carrier shall in each instance be afforded an opportunity to purchase the home at such fair value before it is sold by the employee to any other party.

2. If the employee is under a contract to purchase his home, the employing carrier shall protect him against loss to the extent of the fair value of any equity he may have in the home and in addition shall relieve him from any further obligations under his contract.

3. If the employee holds an unexpired lease of a dwelling occupied by him as his home, the employing carrier shall protect him from all loss and cost in securing the cancellation of his said lease.

(g) The term "residence and/or home" as used herein means the single primary abode of the employee, which is a structure consisting of not more than two (2) dwelling units (duplex) utilized for residential purposes only and on a building site of not more than two acres (or the minimum site required by zoning regulations in the community, if greater), including house trailer if "permanently" affixed to that site.

(h) Should controversy arise in respect to the value of the residence and areas, it shall be resolved in accordance with the provisions of Section 11(d) of the Washington Job Protection Agreement, reading as follows:

"Should a controversy arise in respect to the value of the home, the loss sustained in its sale, the loss under a contract for purchase, loss and cost in securing termination of lease, or any other question in connection with these matters, it shall be decided through joint conference between the representatives of the employees and the carrier on whose line the controversy arises and in the event they are unable to agree, then dispute may be referred by either party to a board of three competent real estate appraisers, selected in the following manner: One to be selected by the representatives of the employees and the carrier, respectively, and these two shall endeavor by agreement within ten days after their appointment to select the third appraiser, or to select some person authorized to name the third appraiser, and in the event of failure to agree, then the Chairman of the National Mediation Board shall be requested to appoint the third appraiser. A decision of a majority of the appraisers shall be required and said decision shall be final and conclusive. The salary and expenses of the third and neutral appraiser, including the expenses of the appraisal board, shall be borne equally by the parties to the proceedings. All other expenses shall be paid by the party incurring them, including the salary of the appraiser selected by such party."

Except that the underlined portion is modified to provide for (1) a conference between the General Chairman (or his representative) and the designated Carrier (labor relations) officer to attempt to resolve the difference, and failing there, (2) to select the third appraiser, to agree on who shall make the selection.

4. Nothing in this Agreement shall be construed as depriving any employee of any rights or benefits or eliminating any obligations which such employee may have under any existing job security or other protective conditions or arrangements: provided however, that if an employee otherwise is eligible for protection under both this Agreement and some other job security or other protective conditions or arrangements, he/she shall elect between their benefits under this Agreement and similar benefits under such other arrangement and, for so long as he/she continues to receive such benefits under the provisions which he/she so elect, he/she shall not be entitled to the same type of benefit under the provisions which he/she does not so elect, provided further, that the benefits under this Agreement, or any other arrangement, shall be construed to include the conditions, responsibilities and obligations accompanying such benefits: and, provided further, that after expiration of the period for which such employee is entitled to protection under the arrangement which he/she so elects, he/she may then be entitled to protection under the arrangement for the remainder, if any, of their protective period under that agreement. An employee who is eligible for protection under more than one agreement must make their election within 90 days after he/she is furnished the amount he/she is guaranteed under this agreement.

5. Conditions, benefits and protection set forth above do not abrogate, inhibit or diminish application of Side Letter No. 6 of the May 20, 1993 Agreement between UTU and Burlington Northern Railroad.

6. This agreement shall become effective when signed by all those concerned and shall remain in effect until modified or changed in accordance with the provisions of the Railway Labor Act, as amended.

Signed at Vancouver, WA, this 28^th day of July, 1994.

For: For:

United Transportation Union Burlington Northern Railroad Company

General Chairman

Side Letter No. 1

July 28, 1994

Mr. J.D. Fitzgerald

General Chairman UTU

The Academy

Suite 217

400 East Evergreen Blvd.

Vancouver, WA 98660

Dear Mr. Fitzgerald:

It is agreed that all of the applicable understandings and awards pertaining to the normal application of merger protective conditions remain in full effect and application.

Sincerely, AGREED:

D.J. Kozak J.D. Fitzgerald

Assistant Vice President General Chairman

Labor Relations

Side Letter No. 2

July 28, 1994

Mr. J.D. Fitzgerald

General Chairman UTU

The Academy

Suite 217

400 East Evergreen Blvd.

Vancouver, WA 98660

Dear Mr. Fitzgerald:

Further our discussions leading to the Agreement signed this date, it was understood that Trainpersons who, as of 12:01a.m. October 5, 1993, were home terminaled at Wishram, Washington, and Subsequently forced to another source of supply, will be considered as being eligible for the same protective conditions as would have been applicable had such a Trainperson been home terminaled at Wishram, Washington on the effective date of this Agreement.

If the foregoing correctly sets forth our understanding, please sign in the space provided below.

Sincerely, AGREED:

D.J. Kozak J.D. Fitzgerald

Assistant Vice President General Chairman

Labor Relations

Side Letter No. 3

July 28, 1994

Mr. J. D. Fitzgerald

General Chairman UTU

The Academy, Suite 217

400 East Evergreen Boulevard

Vancouver, WA 98660

Dear Mr. Fitzgerald:

This is to confirm our various discussions concerning Section 3(d) of the Agreement signed this date for establishment of interdivisional service between Portland/Vancouver and Pasco.

During our discussions. the subject of comparable housing allowances was considered. Previous UTU Agreements with BN, including the Merger Agreement, and ICC imposed protective conditions providing moving and real estate benefits have not included a requirement obligating the Carrier to furnish any financial assistance to employees who were relocated to an area where the average cost of housing was more expensive. In order to resolve the matter, it was necessary to first determine the difference between the average cost of real estate in the Wishram, Washington area and the average cost of real estate at Portland/Vancouver. We agreed to issue instructions to a team of certified real estate appraisers who made comparisons between the Wishram, Washington area and Portland/Vancouver and determined the cost of housing at Portland/Vancouver exceeds the cost of housing in the Wishram, Washington area by the average of seventy (70) percent. It is evident that an allowance to assist in offsetting the cost of comparable housing at Portland/Vancouver would be an item appropriate to include as part of this agreement. The following will confirm our understanding on the subject:

1. Carrier will provide a monetary allowance to the employees covered under Section 1(a) of this Agreement to share and assist in offsetting the cost of obtaining housing in the Portland/Vancouver area.

2. The housing allowance will be an amount equal to 35% of the appraised value of the employee's home which shall not be less than $10,000 or exceed the amount of $20.000.

Example 1: If the employee's home is appraised at $45,000, the employee would be entitled to a $15,750 housing allowance ($45,000 X 35% = $15,750).

Side Letter No. 3

Page 2

Example 2: If the employee's home is appraised at $70,000, the employee's housing allowance would be limited to the $20,000 maximum payment.

3. In order to receive a housing allowance, the employee must first apply with the Carrier for relocation benefits by filing Form 12602E (Scheduled Employees Transfer Notice). The housing allowance will be paid immediately after the appraised value of the employee's home has been determined by the two certified real estate appraisers selected by the employee from the list supplied by the relocation company. It is understood that the employee will be required to eventually relocate to Portland/Vancouver in order to retain the housing allowance.

4. This housing allowance shall be paid in addition to the moving, real estate and all other protective benefits the employees are entitled to receive under terms of this agreement.

5. The parties recognize that there are unique circumstances associated with real estate and housing which relate exclusively to the situation existing between the Wishram, Washington area and Portland/Vancouver. It was understood and agreed that neither party would refer to this Agreement, in any forum, as being representative of acceptable terms and conditions for payment of comparable housing allowances in connection with other existing or proposed interdivisional service.

Sincerely, AGREED:

D.J. Kozak J.D. Fitzgerald

Assistant Vice President General Chairman

Labor Relations