UTU – ATTACHMENT “A”

November 1, 2004

Except as otherwise provided herein, effective January 1, 2005, the existing rules, agreements, interpretations or practices, however
established, shall be amended to provide as follows:

ITEM 1 – SERVICE SCALE

Establish or modify existing agreement provisions to:
(a)         Completely and permanently eliminate service scale rates where such service scale exists.
(b)         Completely and permanently eliminate the two-tiered pay system caused by the October 31, 1985 National Agreement and like
            agreement on properties not party thereto.

ITEM 2 – GENERAL WAGE INCREASE

(a)         Provide a series of General Wage Increases to become effective January 1, 2005, and every six (6) months thereafter, which shall be
            applied to all pay components, including but not limited to, arbitraries, differentials, miscellaneous rates, special allowances, daily,
            weekly and monthly guarantees based upon hourly or daily rates of pay, including those expressed in terms of miles, and overmiles.

(b) Require that retroactive wage adjustments will be made by separate check or properly identified if included in regular check.

ITEM 3 – COST-OF-LIVING

(a)         Provide for Cost-of-Living Adjustments, and revise existing Cost-of-Living Allowance language, so that the so-called “HARRIS C-O-L-
            A” will be equal to no less than average annual general wage increases during the term of the agreement.

ITEM 4 – SHIFT AND WEEKEND DIFFERENTIALS

Establish or modify existing agreement provisions to:

(a)         Provide additional compensation for employees performing service or deadheading in all classes of road or yard service between
            the hours of 6:00 p.m. and 6:00 a.m., or on weekends. For the purpose of this rule, “weekends” is identified as beginning at 12:01
           AM on Friday, through and including 11:59 PM on Sunday.

(b)         Such pay differentials shall be subject to all future wage increases, including cost of living adjustments.

ITEM 5 – OVERTIME

Establish or modify existing agreement provisions to:

(a)         Provide for compensation at the overtime rate after 8 hours on duty on assignments with a mileage component, regardless of miles
            run and without reduction in pay for all miles run.

(b)         Provide for overtime in regular assigned service for shifts in excess of five (5) days per week where rules do not currently provide for
            such overtime payment.

(c)         Provide for overtime for service performed on assigned rest days where rules do not currently provide for such overtime payment.

(d)         Include all service in any operating craft for overtime qualifying purposes.

(e)         Where existing overtime rules provide for payment in less than eight (8) hours, such existing rules will remain undisturbed.

ITEM 6 – 401K PLAN

Establish or modify existing agreements to:

(a)         Provide for the establishment of an employer contributing 401K Plan. Employer contributions under this agreement shall be in
            addition to any employer contributions under existing agreements on a particular Carrier, subject to applicable legal limitations.

ITEM 7 – TRAINING

(a)         At the request of the appropriate General Chairperson(s), establish and/or modify or clarify existing training agreement provisions
            applicable for train and engine service employees, including but not limited to, areas involving compensation and UTU participation
            in the development of training programs.

ITEM 8 – VACATIONS

Establish or modify existing Vacation Agreement provisions to:

(a)         Increase the number of vacation days that can be taken in single day increments.

(b)         Reduce the number of years necessary to qualify for a vacation of 2, 3, 4, or 5 weeks.

(c)         Provide for a vacation of 6 weeks for 25 years service.

(d)         Permit employees with more than one week of vacation to split week-long vacation periods up to the number of weeks vacation to
            which they are entitled.

(e)         Reduce the number of previous year qualifying days for annual vacation qualification and the number of accumulated qualifying days
            for vacations of 2 or more weeks.

(f)          Apply pay for time lost in a discipline case in the calculation of vacation qualification, and compensation, just as if such pay had been
            received for actual service performed during such period of lost time.

(g)         Provide that employees who do not accrue sufficient previous year qualifying days for full vacation entitlement, shall have vacation
            entitlement pro-rated based on actual qualifying days accrued in the previous year.

(h)          Recognize that compensated service days of employees transferring to train and engine service crafts from non-train and engine
            service crafts will be used in determining previous year qualifying days and accumulated qualifying days for two or more weeks
            vacation.

ITEM 9 – HOLIDAYS

Establish or modify existing agreement provisions to:

(a)         Increase the number of paid holidays, including, but not limited to, Martin Luther King’s birthday and the employee’s birthday.

(b)         Require that paid holidays will become applicable to employees in all classes of service.  This provision will not be applied so as to
            eliminate or reduce compensated off days under existing agreements.

(c)         Eliminate qualifying days of service for holiday pay when performing service on the holiday.

ITEM 10 – SICK LEAVE

(a)         Establish paid sick leave for all train and engine service employees and establish a Short Term/Long Term Disability Insurance Plan.
           Compensation benefits under this rule will be subject to future general wage and cost of living adjustment increases.

ITEM 11 – MEAL PERIODS/MEAL ALLOWANCES/HAFHT

Establish or modify existing agreement provisions to:

(a)         Increase away-from-home-terminal meal allowances. Such allowances shall become applicable whenever employees are held for
            rest, and again thereafter following the expiration of each four (4) hours held, or any portion thereof. Meal allowances will be subject
            to all general wage and cost-of-living increases.

(b)         Provide that Held-Away-From-Home-Terminal pay will begin at the expiration of required legal rest, and will be paid continuously until
            the train departs the terminal, or if deadheaded, until the conveyance by which deadheaded departs the terminal.

(c) Establish a process to address issues involving lodging and meal facilities.

ITEM 12 – FATIGUE ABATEMENT

Establish or modify existing agreement provisions to:

(a)         Establish a process to resolve issues relative to cross-craft utilization, inaccurate line-ups, and manipulation of pool crew boards by
            the Carrier (e.g. “paper deadheading” and “dropping turns” etc.).

(b)         Require that the Carrier shall determine the on duty time of each employee eight hours in advance and make that information
            available to the employee.

ITEM 13 – TRAUMA LEAVE

Establish or modify existing agreement provisions to:

(a)         Provide for compensated Trauma Leave and counseling, if requested.

ITEM 14 – OFF-TRACK VEHICLE ACCIDENT BENEFITS

Establish or modify existing agreement provisions to:

(a)         Provide adequate uninsured and underinsured motorist/driver protection.

(b)         Establish minimum safety standards for all roadway transport vehicles used by employees in any way in connection with the Carrier’s
            service.

ITEM 15 – EMPLOYEE CERTIFICATION

Establish or modify existing agreement provisions to:

(a)         Provide additional compensation for service requiring certification, and compensation in connection with any required periodic
            qualification or re-certification.

ITEM 16 – BEREAVEMENT LEAVE

Establish or modify existing agreement provisions to:

(a)         Provide improvements in compensation, number of allowable days off, and persons for whom such leave and compensation will be
            allowed.

ITEM 17 – LOCOMOTIVE STANDARDS

Establish or modify existing agreement provisions to:

(a)         Provide for uniform minimum locomotive cab standards including, but not limited to, climate control, cleanliness, seating and cab
            equipment, including appropriate facilities to accommodate safe and efficient operations.

ITEM 18 – LINE SALES

Establish or modify existing agreement provisions to:

(a)         Amend Article VII, Section 2(c) of the Award of Arbitration Board No. 559 dated May 8, 1996 to provide for a relocation allowance of
           $25,000.

(b)         Allow employees to have reimbursement options so as to reduce tax burdens on such payment(s).

(c)         Provide adequate employee earnings protection for all such transactions in which such protective conditions are not currently
            provided.

ITEM 19 – JURY DUTY

Establish or modify existing agreement provisions to:

(a)         Provide that employees will be made whole for lost earnings for all time lost as a result of being called for jury service.

YARDMASTER ISSUES (IN ADDITION TO THOSE LISTED ABOVE)

ITEM 20 – SUPERVISION

(a)         Establish a rule to retain yardmaster supervision when yard rated crews are changed to traveling road switcher service.

ITEM 21 – EXTRA BOARDS

(a)         Establish a formula to determine the number of employees assigned to the extra board, based on a ratio of extra positions to regular
            positions for yardmasters.

ITEM 22 – OVERTIME

(a)         Establish a rule permitting Yardmasters to decline overtime without censure or discipline.  

ITEM 23 – MEAL PERIOD/MEAL ALLOWANCES

(a)         Establish a rule providing that Yardmaster will be allowed a meal period before the expiration of 6 hours on duty. If such meal period   
            is not granted before the expiration of 6 hours, Yardmaster will be allowed an additional day at the rate of pay applicable to the
           assignment.

ITEM 24 – TRANSFER TIME

(a)         Establish a rule providing for additional compensation on a minute basis for actual transfer time, with a minimum of fifteen minutes.

ITEM 25 – DISPLACEMENTS

(a)         Establish a rule to provide for periodic opportunity to exercise displacement rights.

ITEM 26 – TRAINING ALLOWANCE

(a)         Establish a rule providing for minimum compensation when employees are training as yardmasters.

(b)         Establish a rule providing for payment of one hour at the rate of pay applicable to the assignment for yardmasters required to
           supervise employees training as yardmasters.

(c)         Existing rules providing for greater compensation on the above are preserved.

ITEM 27 – VACATIONS

(a)         Apply 1/52 pay provisions as in the April 29, 1949 National Vacation Agreement, as amended, for yardmasters.

ITEM 28 – PERSONAL LEAVE DAYS

(a)         Increase personal leave days for yardmasters.

ITEM 29 – REMOTE CONTROL

(a)         Establish a rule to provide for additional compensation when working with remote control crews.

ITEM 30 – SICK LEAVE

(a)         Amend the Yardmaster Supplemental Sickness Plan to provide benefit payments beginning the first day of sickness.

ITEM 31 – WAGES

(a)         Establish a rule to provide wage uniformity for yardmaster positions.  Savings Clause -- The above Notices, or any of them, or any
           part of them, shall not apply on any property where they are already in effect, or where more beneficial provisions are already in effect.

                                                                                Attachment “B”
                                                                           HEALTH & WELFARE

November 1, 2004

NRC/UTU Health and Welfare Plan and The Railroad Employees National Health and Welfare Plan (GA-23000)

Eligibility -

(1)         Provide extended benefit coverage to eligible dependents for one full calendar year following the death of a covered employee.

(2)         Provide extended coverage to furloughed employees for twelve (12) months following the month in which such employees last
            rendered compensated service or received vacation pay; provided the employer has transmitted at least three (3) monthly
            payments to the Plan on behalf of such employees prior to furlough. During such 12-month period, the furloughed employee
            shall be reported under “active” employee status.

(3)         Provide full Plan coverage to an employee who is suspended or dismissed from service, and to his/her eligible dependents, until
            final disposition of the matter under the Railway Labor Act. Until such final disposition, the employee shall be reported
            under “active” employee status.

(4)         Provide full Plan coverage to an employee who becomes disabled, and his dependents, until such time as the employee and/or
            his/her dependents become eligible for Medicare.

(5)         Eliminate the seven (7) calendar days per month eligibility requirement (the so-called “7-day rule”) for benefit coverage under the       
            health and welfare, dental and vision plans.

(6)         Employees on active military status (and their dependents) will be covered to the same extent as provided for under disability
            provisions.
(7)         Employee and eligible dependent coverage to become effective on the first day of the month following the month in which the
           employee renders compensated service.

(8)         Extend full coverage for college students under age 25 for six months following their graduation date.

Life/AD&D Insurance -

(1)         Increase Active Employee Life Insurance to $50,000.00.

(2)         Increase Retired Employee Life Insurance to $10,000.00.

(3)         AD&D - increase coverage to the following:

TABLE OF COVERED LOSSES AND BENEFIT AMOUNTS COVERED LOSSES BENEFIT AMOUNTS

Life $30,000

A hand $8,000

A foot $8,000

Sight of an eye $8,000

Loss of more than one of the above in any one accident $16,000

Paralyzation $25,000

Loss of sight of an eye means that the eye is entirely blind and that no sight can be restored in that eye.  Loss of a hand means that all of the
hand is cut-off at/or above the wrist.  Loss of a foot means that all of the foot is cut-off at/or above the ankle.  *Loss of a hand or foot shall also
include the loss of use of a hand or foot even if the limb is still intact.  Paralyzation means the loss of use of the extremities of the body as a
result of an accident, such as, but not limited to paraplegia, quadriplegia, or hemiplegia occurring from a traumatic brain injury.  Not more
than $30,000 will be paid for all covered losses caused by all injuries which are sustained in one accident.

Prescription Drug Benefit -

(1)         Prescription drug co-pays shall be as follows:

•Retail: generic – no co-pay; brand name -- $5.00

•Mail Order: generic – no co-pay; brand name $10.00

Coordination of Benefits -

(1)         Increase Coordination of Benefits to allow reimbursement up to a maximum of 100% of allowable charges.

Lifetime Maximum -

(1)         Increase lifetime maximum under CHCB and MMCP out-ofnetwork to unlimited.

Reasonable and Customary Determinations -

(1)         Increase the threshold for R&C determinations to the 95th percentile of data selected by the Plan.

Hearing Benefits -

(1)         Provide an annual hearing benefit of $1500 for each covered person.

(2)         In addition to the $1500 benefit described in (1) above, provide hearing tests as a covered benefit when medically necessary to
            diagnose or treat illnesses other than hearing loss.

Birth Control/Reversal -

(1)         Provide coverage under the plan for voluntary sterilization and/or reversal, as well as benefits for contraceptive medications.

Employee Contributions -

(1)         Eliminate any and all reference to required employee contributions as referred to in current National Agreement.

Employee Opt-Outs -

(1)         Increase payments to employees who opt-out of Plan coverage from $100 per month to $200 per month.

Mobile Facilities -

(1)         Amend the current Plan definition of a facility to include a mobile facility used by licensed physicians or other qualified medical
            personnel to deliver services to employees and their dependents billed under covered codes as directed by the American Medical
            Association or other governing bodies.

Managed Medical Care Program (MMCP)-

(1)         Reduce all co-payments under MMCP to $5.00 per visit, including emergency room.

(2)         Reduce all out-of-network penalties to 10%.

(3)         Reduce annual out-of-network out-of-pocket maximums to $500 per person and $1,000 per family.

(4)         Eliminate out-of-network lifetime maximum benefit.

(5)         Provide out of network coverage for:

              • Immunizations and well-person physical benefits without annual caps to include annual routine physical exams, (including
              diagnostic testing and immunizations); well-woman visits (including breast examination and/or mammogram, pelvic examination
              and pap smear); child preventive care given in connection with routine pediatric care, (including immunizations for children as
              recommended by CDC).

              • Annual prostate cancer screening at no cost to the participant.

              • Annual influenza vaccinations at no cost to the participant.

              • Sigmoidoscopy or colonoscopy for participants over 40 years of age at no cost to the participant.

              • Other screening tests as recommended by the United States Preventive Disease Task Force at no cost to the participant.

(6)            Establish defined criteria for new managed care markets that, when met, will trigger the automatic establishment of MMCP is such
              markets.

Comprehensive Health Care Benefit (CHCB)-

(1)         Provide uniform application of immunizations and well-person physical benefits provided under MMCP to CHCB and/or BHCB
           without annual caps to include annual routine physical exams, (including diagnostic testing and immunizations);  well-woman visits
           (including breast examination and/or mammogram, pelvic examination and pap smear); child preventive care given in connection with
           routine pediatric care, (including immunizations for children as recommended by CDC).

(2)         Provide 90/10 co-payments under the CHCB plan.

(3)         Eliminate the annual deductible.

(4)         Provide benefits comparable to MMCP for employees who do not live in MMCP network areas.

(5)         Reduce annual out-of-pocket maximums to $500 per person and $1000 per family.

(6)         Provide annual prostate cancer screening at no cost to the participant.

(7)         Provide annual influenza vaccinations at no cost to the participant.

(8)         Provide sigmoidoscopy or colonoscopy for participants over 40 years of age at no cost to the participant.

(9)         Provide other screening tests as recommended by the United States Preventative Disease Task Force at no cost to the participant.

Basic Health Care Benefit (BHCB)-

(1)         Reduce the individual and family annual deductibles to $200 and $600, respectively.

(2)         Reduce the individual and family annual out-of-pocket maximum to $1,500 and $3000, respectively.

(3)         Provide 85/15 co-insurance for all in-network covered expenses.

(4)         Provide 75/25 co-insurance for all out-network covered expenses.

(5)         Provide 85/15 co-insurance for all retail and mail order prescription drugs.  

Managed Mental Health and Substance Abuse Benefit (MHSA)-

(1)         Reduce all co-payments under MHSA to $5.00 per visit including emergency room.

(2)         Reduce all out-of-network penalties to 10%.

(3)         Amend the current requirement that Out-of-Network outpatient services be administered by a license psychologist to allow that
            such care may be administered by Masters level clinicians.

(4)         Eliminate lifetime maximum benefit for Mental Health services.  

CHCB, MMCP, BHCB (HMO, If Applicable) - Cost Containment Through Health Management

(1)         Establish toll-free Nurse Line and other services to provide employees and their families’ resources to help in decision making.

(2)         Implement a more comprehensive disease management program. Research and interview vendors that provide disease
            management programs that can be targeted to Plan members who need to manage emerging chronic and acute conditions such as
            cardiac disease, diabetes, asthma, low back pain, depression.  Adopt comprehensive disease management programs to reduce
            emergency room visits, inpatient admissions, and acute episodes while promoting quality of care, treatment compliance and slowing
            rate of disease progression.

Railroad Employees National Early Retirement Major Medical Benefit Plan (GA-46000)

Eligibility -

(1)         Provide coverage for anyone collecting an annuity pursuant to the Railroad Retirement Act who was formerly covered by GA-23000.

(2)         Provide automatic enrollment into GA-46000, with a written notification to the employee.

(3)         Provide extended benefits for five (5) calendar years to a dependent spouse who is under the age of 65 when the retired
            employee qualifies for Medicare due to age.

(4)         Eliminate the COBRA exclusion from age annuitant eligibility.

(5)         Increase the lifetime maximum under GA-46000 to $250,000 and provide for annual increases consistent with the rate of medical
            inflation.

Managed Care -

(1)         Establish managed care benefits under GA-46000 that are identical in all respects to the MMCP under GA-23000.

Comprehensive Care -

(1)         Establish comprehensive care benefits under GA-46000 that are identical in all respects to the CHCB under GA-23000.

General –

(1)         Provide lifetime benefit limits, deductibles, and out-of-pocket maximums that are identical to GA-23000.

Railroad Employees National Dental Plan (GP12000-A)

Eligibility -

(1)         Provide full Plan benefits to new employees and eligible dependents on the first day of the month following the month in which such
           employees render compensated service.

(2)         Provide full Plan coverage to an employee and eligible dependent who is suspended or dismissed from service until final
           disposition under the Railway Labor Act.

(3)         Establish dental benefit coverage for employees who are eligible for GA-46000.

Benefits –

(1)         Eliminate the annual deductible.

(2)         Increase the annual maximum to $3,000.00.

(3)         Increase Type B coverage to 100%.

(4)         Increase Type C coverage to 75%.

(5)         Increase orthodontia benefit to 90% with a maximum of $2,500.00.

(6)         Provide orthodontia coverage to all employees and covered dependents regardless of age.

(7)         Eliminate the alternate treatment provisions of the Plan.

RAILROAD EMPLOYEES NATIONAL VISION PLAN

Network -

(1)         Expand network coverage to the Vision Service Plan (VSP) Standard Network to all covered employees.

(2)         Provide full Plan benefits to new employees and eligible dependents on the first day of the month following the month in
           which such employees render compensated service.

In-Network Benefits -

(1)         Increase the frame allowance to $250.

(2)         Provide full coverage for the following options:

              Scratch Coating
              UV Protection
              Anti-Reflective Coating
              Photochromic Lenses
              Progressive Lenses

(3)         Increase allowance for contact lenses to $250 annually.

(4)         Add laser surgery benefit. Provide full coverage for laser surgery to correct vision in one or both eyes.

Hospital Associations

(1)         Hospital Association benefits will continue to be set by the individual Hospital Association.

(2)         Effective January 1, 2005, the so-called “Dues Offset” formula for Hospital Association members, as provided in Article V, Financing
            the Policy Contract, of the 1973 Collective Bargaining Agreement, will be amended to provide a monthly payment equal to the
            individual COBRA rate projected for the calendar year of providing employee medical care for the Railroad Employees National
            Health and Welfare Plan (the National Plan).

(3)         Thereafter, adjustments, if any, shall be made annually on January 1st of each subsequent year.

(4)         The so-called “pick-up fees” for any employees (or dependents, if applicable) transferring from Hospital Association Railroads to
            Non-Hospital Association Railroads will be borne by the Railroads.

(5)         Disabled or Retired Hospital Association members whose coverage is disrupted for any reason other than non-payment of
            Association dues will be allowed to enroll in the Railroad Employees National Early Retirement Major Medical Benefit Plan (GA-        
            46000) without penalty provided they would have met the eligibility requirements at the time they retired.

GENERAL

(1)         The JPC shall be joint policyholders and will jointly participate in the selection of the insurance company or companies or other
            administrators required to administer all benefit Plans covering employees subject to this Agreement, shall jointly determine the
            plan benefits needed to meet the changing needs of the employees and otherwise jointly administer all of the Plans' activities. The      
            Joint Plan Committee shall oversee and administer the Railroad Employees National Health and Welfare Plan, the Railroad
            Employees National Early Retirement Major Medical Benefit Plan, the Railroad Employees National Dental Plan, the Railroad
            Employees National Vision Care Plan, the various plans established to provide supplemental sickness benefits to covered
            employees and any and all plans which may hereafter be developed or introduced to provide health and welfare benefits to active
            and retired employees and their eligible dependents.

(2)         Eliminate the exclusion of benefits for treatment by a family member who is otherwise a qualified provider, from any and all plans
            containing such exclusion.