2003 BNSF On Property Agreement Proposal

All BNSF engineers shall be provided with personal leave days on the following basis:

To qualify for personal leave days in any given calendar year, the employee must have been credited with at least 150 days for work during the preceding calendar year, calculated on the same basis as vacation qualifying days. Upon qualification, the designated days will be automatically added to the employee’s personal leave account for the next year.

During a calendar year in which an employee’ s personal leave day entitlement will increase on the anniversary date, such employee will be allowed the additional personal leave days at any time during that calendar year.

The employee will be paid one basic day at the rate of the last service performed for each personal leave day.

Ungranted or unused personal leave days each year will be accumulated and carried over to each succeeding year.

An employee may elect to receive payment for one or more personal leave days in his account at any time.

If an employee resigns, retires, dies or is dismissed from service, the number of personal leave days (accumulated or earned) as of the date of leaving service will be payable to the employee or his estate.

No employee covered by this Agreement shall receive in the aggregate more than eleven (11) personal leave days and paid holidays in any calendar year. On the former Santa Fe property only, Article X (that deals with road engineers in unassigned pool freight service) of the January 1, 1990 Agreement is preserved.

Each engineer shall participate in the program providing for the direct deposit of payroll checks into the employee’s bank account. This provision will become effective with a sixty-day notice by the Carrier to the employees.

The minimum safety footwear standards for the following former BN properties (Great Northern, Northern Pacific, Spokane, Portland & Seattle, Chicago, Burlington & Quincy, and Saint Louis San Francisco) are:

Effective on July 1, 2003, the basic daily rates based on weight on drivers for service on an engineer-only helper crew will be increased by $16 subject to general wage increases. However, for this service, overtime and/or overmiles will be calculated based on daily rates prior to this increase, subject to general wage increases and cost of living allowances.

In the application of existing bereavement leave rules, grandchildren will be added to the specification of relatives giving rise to eligibility for such payments.

This article replaces any union shop agreements or agreement provisions currently in effect on the Carrier’s lines.

Section 1.

In accordance with and subject to the terms and conditions hereinafter set forth, all employees of the Carrier now or hereafter subject to the rules and working conditions agreements between the parties hereto, except as hereinafter provided, shall, as a condition of their continued employment subject to such agreements, become members of the Organization, party to this Article representing their craft or class within sixty calendar days of the date they first perform compensated service as such employees after the effective date of this Article, and thereafter shall maintain membership in such Organization; except that such membership shall not be required of any individual until he has performed compensated service on thirty days within a period of twelve consecutive calendar months. Nothing in this Article shall alter, enlarge, or otherwise change the coverage of the present or future rules and working conditions agreements.

Section 2.

The requirements of membership provided for in Section 1 of this Article shall be satisfied if any employee shall hold or acquire membership in any one of the labor organizations national in scope organized in accordance with the Railway Labor Act and admitting to membership employees of a craft or class in train, yard, engine or hostling service, that is, in any of the services or capacities covered in Section 3, First (h), of the Railway Labor Act, defining the jurisdictional scope of the First Division of the National Railroad Adjustment Board, provided, however, that nothing contained in this Article shall prevent any employee from changing membership from one organization to another organization admitting to membership employees of a craft or class in any of the services above specified.

Section 3.

(a) Employees who retain seniority under the rules and working conditions agreements governing their class or craft and who are regularly assigned or transferred to full time employment not covered by such agreements, or who, for a period of thirty days or more are (1) furloughed on account of force reduction, or (2) on leave of absence, or (3) absent on account of sickness or disability, will not be required to maintain membership as provided in Section 1 of this Article so long as they remain in such other employment, or furloughed or absent as herein provided, but they may do so at their option. Should such employees return to any service covered by the said rules and working conditions agreements and continue therein thirty calendar days or more, irrespective of the number of days actually worked during that period, they shall, as a condition of their continued employment subject to such agreements, be required within thirty-five calendar days from date of their return to such service to comply with the provisions of Sections 1 and 2 of this Article.

(b) The seniority status and rights of employees furloughed to serve in the Armed Forces or granted leaves of absence to engage in studies under an educational aid program sponsored by the Federal Government or a State Government for the benefit of ex-servicemen shall not be terminated by reason of any of the provisions of this Article but such employees shall, upon resumption of employment, be considered as new employees for the purposes of applying this Article.

(c) Employees who retain seniority under the rules and working conditions agreements governing their class or craft, and who, for reasons other than those specified in paragraphs (a) and (b) of this Section, are not in service covered by such agreements or leave such

service, will not be required to maintain membership as provided in Sections I and 2 of this Article as long as they are not in service covered by such agreements, but they may do so at their option. Should such employees return to any service covered by the said rules and working conditions agreements they shall, as a condition of their continued employment, be required, from the date of return to such service to take membership in an organization specified in Section 1 or 2 of this Article.

Section 4.

Nothing in this Article shall require an employee to become or to remain a member of the Organization if membership is not available to such employee upon the same terms and conditions as are generally applicable to any other member, or if the membership of such employee is denied or terminated for any reason other than the failure of the employee to tender the periodic dues, initiation fees, and assessments (not including fines and penalties) uniformly required as a condition of acquiring or retaining membership. For purposes of this Article, dues, fees, and assessments, shall be deemed to be “uniformly required” if they are required of all employees in the same status at the same time.

Section 5.

(a) Each employee covered by the provisions of this Article shall be considered by the Carrier to have met the requirements of the Article unless and until the Carrier is advised to the contrary in writing by the Organization. The Organization will notify the Carrier in writing by Registered or Certified Mail, Return Receipt Requested, or by personal delivery evidenced by receipt, of any employee who it is alleged has failed to comply with the terms of this Article and who the Organization therefore claims is not entitled to continue in employment subject to the rules and working conditions agreements. The form of notice to be used shall be agreed upon by the Carrier and the Organization, and the form shall make provision for specifying the reasons for the allegation of noncompliance. Upon receipt of such notice, the Carrier will, within ten calendar days of such receipt, so notify the employee concerned in writing by Registered or Certified Mail, Return Receipt Requested, or by personal delivery evidenced by receipt. Copy of such notice to the employee shall be given the Organization. An employee so notified who disputes the fact that he has failed to comply with the terms of this Article shall, within a period of ten calendar days from the date of receipt of such notice, request the Carrier in writing by Registered or Certified Mail, Return Receipt Requested, or by personal delivery evidenced by receipt, to accord him a hearing. Upon receipt of such request the Carrier shall set a date for hearing which shall be held within ten calendar days of the date of receipt of request therefore. Notice of the date set for hearing shall be promptly given the employee in writing with copy to the Organization, by Registered or Certified Mail, Return Receipt Requested, or by personal delivery evidenced by receipt. A representative of the Organization shall attend and participate in the hearing. The receipt by the Carrier of a request for a hearing shall operate to stay action on the termination of employment until the hearing is held and the decision of the Carrier is rendered.

In the event the employee concerned does not request a hearing as provided herein, the Carrier shall proceed to terminate his seniority and employment under the rules and working conditions agreements not later than thirty days from receipt of the above described notice from the Organization, unless the Carrier and the Organization agree otherwise in writing.

(b) The Carrier shall determine on the basis of evidence produced at the hearing whether or not the employee has complied with the terms of this Article and shall render a decision within twenty calendar days from the date that the hearing is closed, and the employee and the Organization shall be promptly advised thereof in writing by Registered or Certified Mail, Return Receipt Requested.

If the decision is that the employee has not complied with the terms of this Article, his seniority and employment under the rules and working conditions agreements shall be terminated within twenty calendar days of the date of said decision except as hereinafter provided or unless the Carrier and Organization agree otherwise in writing.

If the decision is not satisfactory to the employee or to the Organization, it may be appealed in writing, by Registered or Certified Mail. Return Receipt Requested, directly to the highest officer of the Carrier designated to handle appeals under this Article. Such appeals must be received by such officer within ten calendar days of the date of the decision appealed from and shall operate to stay action on the termination of seniority and employment, until the decision on appeal is rendered. The Carrier shall promptly notify the other party in writing of such appeal, by Registered or Certified Mail, Return Receipt Requested. The decision on such appeal shall be rendered in writing within twenty calendar days of the date the notice of appeal is received, and the employee and the Organization shall be promptly advised thereof in writing by Registered or Certified Mail, Return Receipt Requested.

If the decision on such appeal is that the employee has not complied with the terms of this Article his seniority and employment under the rules and working conditions agreements shall be terminated within twenty calendar days of the date of said decision unless selection of neutral is requested as provided below, or unless the Carrier and the Organization agree otherwise in writing. The decision on appeal shall be final and binding unless within ten calendar days from the date of the decision the Organization or the employee involved requests the selection of a neutral person to decide the dispute as provided in Section 5(c) below. Any request for selection of a neutral person as provided in Section 5(c) below shall operate to stay action on the termination of seniority and employment until not more than ten calendar days from the date decision is rendered by the neutral person.

(c) If within ten calendar days after the date of a decision on appeal by the highest officer of the Carrier designated to handle appeals under this Article the Organization or the employee involved requests such highest officer in writing by Registered or Certified Mail, Return Receipt Requested, that a neutral be appointed to decide the dispute, a neutral person to act as sole arbitrator to decide the dispute shall be selected by the highest officer of the Carrier designated to handle the appeals under this Article or his designated representative, the General Chairman of the Organization or his designated representative, and the employee involved or his representative. If they are unable to agree upon the selection of a neutral person, any one of them may request the chairman of the National Mediation Board in writing to appoint such neutral. The Carrier, the Organization and the employee involved shall have the right to appear and present evidence at a

hearing before such neutral arbitrator. Any decision by such neutral arbitrator shall be made within thirty calendar days from the date of receipt of the request for his appointment and shall be final and binding upon the parties as to the matters decided within the limitations of paragraph (i) of this section. The Carrier, the employee, and the Organization shall be promptly advised thereof in writing by Registered or Certified Mail, Return Receipt Requested. If the position of the employee is sustained, the fees, salary and expenses of the neutral arbitrator shall be borne in equal ‘shares by the Carrier and the Organization; if the employees position is not sustained, such fees, salary and expenses shall be borne in equal Shares by the Carrier, the Organization and the employee.

(d) It is understood that if an employee produces evidence to an officer or Local Chairman of the Organization that he is a member in any one of the Labor Organizations as specified in Section 2 of this Article, that will satisfy this Article and no notice will be served by the Organization on the Carrier to have employee removed from service. Employee will be required to produce such evidence on demand of an officer or Local Chairman of the Organization, but will not be required to produce such evidence more than once in a calendar month. If employee fails or refuses to produce such evidence, he may be cited to the Carrier by the Organization as not complying with this Article.

(e) The time periods specified in this section may be extended in individual cases by written agreement between the Carrier and the Organization.

(f) Provisions of investigation and discipline rules contained in the rules and working conditions agreements between the Carrier and the Organization will not apply to cases arising under this Article.

(g) The General Chairman of the Organization shall notify the Carrier in writing of the title(s) and the address(es) of its representatives who are authorized to serve and receive the notices described in this Article. The Carrier shall notify the General Chairman of the Organization in writing of the title(s) and address(es) of its representatives who are authorized to receive and serve the notices described in this Article.

(h) In computing the time periods specified in this Article, the date on which a notice is received or decision rendered shall not be counted.

( i ) Decisions made pursuant to this section shall be confined to determination of the fact of compliance or noncompliance by the employee with the terms of this Article but do not apply to any questions of law arising out of or in connection with the legally permissible limits of this Article under applicable law.

Section 6.

Other provisions of this Article to the contrary notwithstanding, the Carrier shall not be required to terminate the employment of an employee until such time as a qualified replacement is available. The Carrier may not, however, retain such employee in service under the provisions of this section for a period in excess of sixty calendar days from the date of the last decision rendered under the provisions of Section 5, or ninety calendar days from the date of receipt of notice from the Organization in cases where the employee does not request a hearing. The employee whose employment is extended under the provisions of this section shall not, during such extension, retain or acquire any seniority rights. The above period may be extended by agreement between the Carrier and the Organization.

Section 7.

An employee whose seniority and employment under the rules and working conditions agreements is terminated pursuant to the provisions of this Article or whose employment is extended under Section 6 shall have no time or money claims by reason thereof.

If the final determination under Section 5 of this Article is that an employee’s seniority and employment in a craft or class shall be terminated, no liability against the Carrier in favor of the Organization or other employees based upon an alleged violation, misapplication or non-compliance with any part of this Article shall arise or accrue during the period up to the expiration of the 60 or 90 day periods specified in Section 6, or while such determination may be stayed by a court, or while a discharged employee may be restored to service pursuant to judicial determination. During such periods, no provision of any other agreement between the parties hereto shall be used as the basis for a grievance or time or money

claim by or on behalf of any employee against the Carrier predicated upon any action taken by the Carrier in applying or complying with this Article or upon an alleged violation, misapplication or non-compliance with any provision of this Article, If the final determination under Section 5 of this Article is that an employee’s employment and seniority shall not be terminated, his continuance in service shall give rise to no liability against the Carrier in favor of the Organization or other employees based upon an alleged violation, misapplication or non-compliance with any part of this Article.

Section 8.

In the event that seniority and employment under the rules and working conditions agreements, is terminated by the Carrier under the provisions of this Article, and such termination of seniority and employment is subsequently determined to be improper, unlawful, or unenforceable, the Organization shall indemnify and save harmless the Carrier against any and all liability arising as the result of such improper, unlawful, or unenforceable termination of seniority and employment; provided, however, that this section shall not apply to any case in which the Carrier is the plaintiff or the moving party in the action in which the aforesaid determination is made or in which case the Carrier acts in collusion with any employee; provided further, the aforementioned liability shall not extend to be expense to the Carrier in defending suits by employees whose seniority and employment are terminated by the Carrier under the provisions of this Article.

Section 9.

An employee whose employment is terminated as a result of noncompliance with the provisions of this Article shall be regarded as having terminated his employee relationship for vacation purposes.

Section 10.

In the application of this Union Shop Article, an employee of the company who is not a member of a labor organization as required by Sections 1 and 2 of this Article, or any new employee entering the service of the company signatory hereto after the effective date of this Article, if he would otherwise be required to be a member of a labor organization under the Union Shop Article, will be deemed to have met the requirements of the Union Shop Article provided he pays to a labor organization specified in Section 1 or 2 of this Article the periodic dues, initiation fees and assessments (not including fines and penalties) uniformly required of all members of such labor organization within the time limits provided for in the Union Shop Article.

The Agreement shall be effective on the date signed and shall remain in effect until modified or changed in accordance with the provisions of the Railway Labor Act, as amended.

SIGNED AT FT. WORTH, TX THIS — DAY OF

, 2003.

For The Burlington Northern and	For the Employees
Santa Fe Railway Company:	Represented by the
	Brotherhood of
	Locomotive Engineers:

John Fleps /	Austin Morrison
Vice President — Labor Relations	General Chairman

Milton Siegele	Rick Gibbons
Assistant Vice President-Labor Relations	General Chairman

Wendell Bell	Pat Williams
General Director-Labor Relations	General Chairman

Dennis Pierce

General Chairman

Less than five years	3 days
Five years and less than 10 years	5 days
Ten years and less than 15 years	7 days
Fifteen years and less than 20 years	9 days
Twenty years or more	11 days

BNSF JOHN J. FLEPS Vice President Labor Relations	The Burlington Northern and Santa Fe Railway Company
	PO Box 961030 Fort Worth TX. 76161-0030 2600 Lou Menk Drive Garden Level NOC Fort Worth TX 76161-0030 Phone: 817-352-1020 Fax: 817-352-7319