MEMORANDUM AGREEMENT

                                                              RLA-6-400

                                                                 (BLE)

IT IS AGREED:

    The following shall be adopted as a provision of Agreement modifying Subsection 5 of Rule 123 of the January 1, 1977 Basic Work Rules Agreement to read as follows:

"5. Employes required to travel to point where hearing is held will be reimbursed for expenses of meals and lodging at point of hearing, as well as reimbursement for use of personal automobile at the mileage rate established by the Company (currently fourteen (14) cents' per, mile) for actual miles driven, calculated for shortest direct highway route between the two (2)points or reimbursement of cost incurred for use of public transportation between the two (2)points."

    The following shall be added as a "note" to Subsection 4 of Rule 123:

"NOTE: This provision shall apply only to payments required by Sections 1, 2or 3(c) and not to Sections 3(a) nor 3(b) of this Rule 123."

This Agreement shall be effective March 16, 1978.

Dated at Salt Lake City, Utah, this 22nd day of February,1978.

BROTHERHOOD OF LOCOMOTIVE ENGINEERS      UNION PACIFIC RAILROAD COMPANY

/s/ J. L. McDermott                                                          /s/ Alden Lott                                                         

General Chairman                 Director of Labor Relations