AGREED UPON INTERPRETATION OF

ARTICLE VII - BLET NATIONAL AGREEMENT

DATED DECEMBER 16, 2003

between

UNION PACIFIC RAILROAD COMPANY

and the

BROTHERHOOD OF LOCOMOTIVE ENGINEERS & TRAINMEN

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AUTOMATIC MARK-UP INTERPRETATION

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On July 7, 2004, Union Pacific Railroad Company ("UP") served notice pursuant to Article VII

of the 2003 BLE National Agreement on the Brotherhood of Locomotive Engineers and Trainmen

("BLET") advising of its intent to reach a mutual understanding and interpretation relative to, "...the

automatic mark up of employees for service after the expiration of any period of authorized or

approved time off ...."

Pursuant thereto, this is the parties' mutual interpretation of Article VII of the above referenced

National Agreement governing the manner in which engineers will be automatically marked up for

service upon expiration of their approved/authorized absence. Accordingly, IT IS UNDERSTOOD:

I. Engineers will be automatically marked up for service upon expiration of any period of time off

(absence) authorized/approved by UP, regardless of whether the time off is compensated or

non-compensated.

II. Engineers marked up for service pursuant to this interpretation will be governed by the

following:

A. Engineers, except those assigned in pool (unassigned) freight service or to a road or

combination extra board, will be automatically marked up and available for service

upon expiration of the approved/authorized duration of their absences.

B. Engineers assigned in pool (unassigned) freight service or to a road or combination

extra board whose approved/authorized absences are less than 72 hours will be

automatically marked up and available for service upon expiration of the

approved/authorized duration of their absences.

C. Engineers assigned in pool (unassigned) freight service or to a road or combination

extra board whose approved/authorized absences are 72 hours or greater and expire

between 8:00 a.m. and 10:30 p.m. will be automatically marked up for service and

available for service upon expiration of their approved/authorized absence.

D. 1. Engineers assigned in pool (unassigned) freight service or to a road or

combination extra board whose approved/authorized absences are 72 hours or

greater and expire between 10:31 p.m. and 7:59 a.m. will be automatically

marked up upon expiration of their approved/authorized absences but will not

be eligible or called for an assignment that starts prior to 7:59 a.m. Engineers

covered by this Paragraph D will be available for service for an assignment

starting subsequent to 7:59 a.m. -- i.e., marked-up engineers can be called prior

to 8:00 a.m. for an assignment that starts subsequent to 7:59 a.m.

2. The freight pool turn or extra board position occupied by an engineer covered

by this Paragraph D will continue to rotate within the pool or extra board during

the period he/she is unavailable for service pursuant to Paragraph D except

that if his/her pool turn or extra board position reaches the first-out position

before he or she is available for service the engineer's pool turn or extra board

position will be held in the first-out position until he/she is available for service

or call.

   E.    1.        a. The time between when an engineer marks up for service and the time

                            when said engineer is available for service pursuant to Paragraph D,

                            above, will not be considered as "unavailable" or "absence time" for

                            purposes of determining applicable guarantee benefits due said

                            engineer, if any, and will not be used to offset any applicable guarantee

                            payments.

                        b. In determining the number of layoff occurrences an engineer makes

                            during a payroll period, a continuous period of unavailability for call for

                            the same reason (status code) shall count as only one occurrence

                            regardless of the number of timely requests (requests made before

                            expiration of the previously approved time off) that are made by the

                            engineer for extension of the time off.

EXAMPLE 1: An engineer requests and is granted 24 hours off

"personal" (status code: LP). Twenty-three hours

later, the employee requests a 24-hour extension,

which is approved. Since this continuous

absence is an extension, this constitutes one

occurrence and 48 hours of unavailability.

EXAMPLE 2: An engineer requests and is granted 24 hours off

"personal" (status code: LP). Twenty-seven hours

later the engineer requests and is granted another

24 hours "personal" (status code: LP). Since this

request was not made prior to expiration of the

previously approved time off, this constitutes two

occurrences and 48 hours of unavailability.

EXAMPLE 3: An engineer requests and is granted 24 hours off

"personal" (status code: LP). Twenty-three hours

later the employee requests and is granted 24

hours off "sickness in family" (status code: LK).

Since this lay off is for a different reason, this

constitutes two occurrences and 48 hours of

unavailability.

            2.         The time between when an engineer marks up for service and the time when

                         said engineer is available for service pursuant to Paragraph D, above, will not

                        be considered as "unavailable" or "absence time" for purposes of determining

                       applicable labor protection benefits due said engineer, if any, and will not be

                       used to offset applicable labor protection payments.

III. A. All requests for time off must be made to the appropriate UP representative (CMS or

other designated representatives) who will determine whether the request for time off is

approved and, if approved, the duration of the absence.

NOTE 1:        This Article III, Section A is not intended to supersede existing legal or
                        contractual obligations for employees being granted time off.

NOTE 2:         Existing agreement provisions requiring sufficient employees to provide
                         reasonable layoff provisions remain in full force and effect and are
                         unaffected by this Interpretation.

NOTE 3:         This Interpretation is intended to require employees on a leave of
                         absence for reasons of injury or illness to provide a projected return-to
                         service date.

NOTE 4:         UP's approval of an employee's request for time off shall take into
                         account the nature of the employee's request or need and UP's service
                         needs.

NOTE 5:         UP will give appropriate consideration to an employee's specific needs
                         when determining whether to approve the layoff request and its
                         duration. BLET and UP recognize these approvals must be balanced
                         against UP's service needs.

NOTE 6:        When UP designates representatives other than CMS to determine
                        whether requests for time off are approved, such designee must be
                        identified and readily available, with telephone numbers of the
                        designee(s) provided to the employee, so the designee(s) can be
                        contacted and make such determinations. In the event a designee is
                        not available and does not respond to the employee's request within 30
                        minutes, the employee's request for time off will be handled by CMS
                        consistent with the needs of service.

        B.         If additional time off is desired (extension), the engineer must contact the appropriate

UP representative (CMS or other designated representative) prior to expiration of
his/her current approved absence to request the extension.

IV. The parties are fully cognizant of their respective rights and obligations with regard to Union

Officers' (other than full-time) need to be off to conduct union business. This agreed upon

interpretation of Article VII of the BLET National Agreement dated December 16, 2003 is not

intended to alter these rights and obligations. It is, however, understood that Union Officers

(other than full-time) are expected to provide information to Crew Management Services

(CMS) as to the anticipated duration of such absences and to contact CMS to advise if they

are going to need to extend such absences. This Article IV contemplates a reasonable

application of the intent of this interpretation by both parties.

V. In the event the provisions of this Interpretation conflict in any manner with the provisions of

existing collective bargaining agreement rules, provisions and/or practices, the terms and

conditions of this Interpretation will govern. However, this Interpretation does not limit the

opportunity for employees to mark-up early in accordance with existing rules.

SIGNED THIS 6TH DAY OF JANUARY, 2006, IN OMAHA, NEBRASKA

FOR BROTHERHOOD OF LOCOMOTIVE FOR UNION PACIFIC RAILROAD

EN ENGINEERS AND TRAINMEN: COMPANY:

T. J. Donnigan S. F. Boone