Union Pacific Railroad

And the

Brotherhood of Locomotive Engineers

Relating to the trading of pool freight turns within the same pool to improve manpower availability and rearrange work schedules to accommodate specific personal or emergency needs of employees. Accordingly, IT IS AGREED:

1. Engineers will be allowed to trade or exchange their positions (turns) in a pool under the following conditions:

a. The trade may be made only at the Engineers' home terminal and must involve Engineers in the same pool.

b. The trade must be mutually agreeable to both Engineers. The involved Engineers must agree to the trade before the appropriate CMS Crew Dispatcher is contacted.

c. The appropriate Crew Dispatcher shall be advised of the trade in advance of the Engineer' call time(s). Engineers will not be allowed to trade turns upon call.

d. Both Engineers involved in the must be rested and available.

e. Neither Engineer involved in the trade must have accumulated or exceeded applicable mileage regulation levels.

f. The involved Engineers shall be returned their original positions in the pool ("trade back") immediately upon completion of their respective round trips.

g. A trade, along with the resultant trade back, will be considered as one (1) trade. Employees will be allowed only two (2) trades per month.

EXAMPLE: A family member of Engineer A is sick and it is imperative that Engineer A is home. Engineer A is at his home terminal. Engineer A asks Engineer B if he/she will trade turns with him/her. Engineer B Agrees to the trade. Engineers A and B notify the appropriate CMS Crew Dispatcher to exchange Engineer B for Engineer A, and vice versa, for one (1) round trip. After Engineers A and B complete their round trip, they are placed back in their original positions in the pool.

2. It is intended Engineers will limit use of the benefits afforded pursuant to this Agreement to those situations in which they would have no alternative and would have to miss their turn.

3. This agreement will become effective thirty (30) days from the date this Agreement is signed by the parties.

4. This agreement is without prejudice to the position of either party, will not be referred to in connection with any other case, agreement (local or national) or dispute resolution and may be cancelled by either party upon the serving of a fifteen (15) - day advance written notice to the other party.

Signed this ______day of __________________, 2002 in Spring, Texas.

For the Brotherhood of For the Carrier

Locomotive Engineers

____________________ _____________________

Gil Gore R. P. Guidry

General Chairman - BLE Director-Labor Relations