BNSF

JOHN J. FLEPS Vice President - Labor Relations

The Burlington Northern and Santa Fe Railway Company P.O. Box 961030 Ft. Worth, TX 76161-0030 2600 Lou Menk Dr., OOB-GL Garden Level - OOB Ft. Worth, TX 76131-2830 Phone 817.352.1020 Mobile 817.939.8429 Fax 817.352.7319

Gentlemen:

This letter confirms several understandings that the parties have reached in connection with the Memorandum of Agreement dated July 17, 2003.

1. In the application of Article I, Personal Leave Days, it is agreed that, if the employee elects to receive payment when working (does not actually take personal leave), the personal leave day payment will not be regarded as earnings for extra board guarantee purposes, but will be regarded as earnings for employee protection (like Northern Lines, New York Dock, ID agreements etc.) purposes.

2. In the application of Article IV, Basic Day on Certain Helper Crews, it is agreed that the successful applicants for engineer-only helper service will be trained in the use of helper-link or comparable technology under pay, and once qualified, they may be used as mentors under pay.

Please indicate your acceptance of these understandings by signing this letter.

cc:   Mr. Steve Speagle
Vice President - BLE
613 Burning Tree Drive
Decatur, IL 62521

List of Agreements

2003 Agreement

2003 Agreement Side Letters

BNSF

JOHN J. FLEPS Vice President - Labor Relations

The Burlington Northern and Santa Fe Railway Company P.O. Box 961030 Ft. Worth, TX 76161-0030 2600 Lou Menk Dr., OOB-GL Garden Level - OOB Ft. Worth, TX 76131-2830 Phone 817.352.1020 Mobile 817.939.8429 Fax 817.352.7319

Dear Sirs:

In connection with our agreement concerning minimum safety footwear standards, you asked, as information, for an overview of BNSF's current safety boot program and policy. Attached please find BNSF's 2003-2005 Safety Boot Program and Policy for your review. If there are any material changes in BNSF's Safety Boot Program and Policy, the parties will meet and discuss the matter.

Yours truly,

John J. Fleps

Attachment

2003-2005 Safety Boot Program and Policy

Program Outline (Effective January l, 2003)

• Upon supervisor approval, one pair of approved BNSF safety boots every 12 months will be subsidized at 80% BNSF contribution, for active employees (White's Boots subsidy is $150). The employee will be responsible for the remaining 20%, which will be deducted from the employee's payroll in two consecutive pay period deductions of 10% each. The subsidy will not apply to cash payment at time of purchase.
   
• The 12-month time frame is a rolling 12 months specific to each employee. Therefore, if an employee purchased their last pair of safety boots in April 2002, the employee is eligible (upon supervisor approval and validation of need) for their next BNSF subsidized pair of safety boots in April 2003.
   
• The employee can choose to purchase additional pairs using the BNSF voucher system by submitting a supervisor signed voucher, selecting an approved BNSF style and allowing the voucher system to deduct 100'/o of the cost from the employee's payroll over two consecutive pay periods; or they may opt to purchase and pay at the point-of-sale for additional pairs regardless of style or manufacturer, ensuring compliance with the BNSF safety requirements as outlined in the Employee Safety Rules 21.2.2.
   
• BNSF will pay the first $150 toward a new pair of boots or the remanufacture of an existing pair of White's boots as part of the policy (one subsidy per 12 months). The balance will be payroll deducted over two consecutive pay periods. If the purchase is the second or subsequent pair within a 12-month period, the employee is responsible for the entire cost of the boots or remanufacture (plus shipping). White's will remanufacture its boots for life. The cost of remanufacture is approximately $160.
   
• If a catastrophic event occurs (i.e. chemical spill) that damages a pair safety books and makes them unusable for work, authorization for BNSF subsidy must be obtained from a BNSF Shop Superintendent or General Manager for a replacement pair. If the supervisor determines that replacement is justified, the supervisor should complete and sign the voucher on the exception authorization line. The supervisor then needs to fill out the Safety Shoe Exception Form (found under Corporate Forms, SAF 00010) and e-mail to "Safety Shoes, BNSF" or fax to 817-352-1660. Strategic Sourcing will route the Safety Shoe Exception Form to the appropriate personnel for consideration. If the Shop Superintendent or General Manager does not authorize the replacement pair, the employee will be charged 100% Of the purchase price through payroll deduction of equal installments over two pay periods.
   
• If you have any policy or program questions, please contact your supervisor.
   

Process for Obtaining Safety Footwear

The employee must:

1. Obtain "BNSF Safety Shoe Authorization" form from their supervisor. (Corporate Express Item 0 487371265 Dated 01/02).
    
2. Complete the form and have their supervisor date and sign the form. Only original, fully completed forms will be accepted by retailers or mail order vendors. Employee ID Number and Cost Center information must be provided.
    
3. The employee must identify himself or herself as a BNSF employee to the salesperson when obtaining authorized footwear. A driver's license or other photo identification must be presented at the time of purchase.
    
4. Boot purchase history is available online via the Safety Footwear website on the BNSF Intranet. This information may be used to determine eligibility for a BNSF subsidized purchase.
    

Authorized Retail Locations

• Call the 800 numbers listed below. Speak to the BNSF account representative for the store nearest your location.

Comments and Problem Resolution

• Try new safety boots on a carpeted surface. New boots may be returned to the retailer for another size or style of an authorized safety boot. Worn or soiled boots cannot be returned.
   
• Caterpillar, Wolverine, and Red Wing offer a 1-year warranty against manufacture and material defects for the entire safety boot. The warranty does not include boot problems due to normal wear and tear (i.e. worn soles due to walking on ballast).
   
• If you experience a qualified defect within the warranty period, return the safety boots to the retailer where purchased. The retailer should honor the warranty above and replace the boots at no cost. There is no need to submit a voucher for another pair of boots.
   
• Any problems that cannot be resolved between the employee and the retailer should be directed to the applicable shoe company at the 1-800 number listed below:
   

Special Boot Requirements

• BNSF will subsidize the cost of specialized safety boots when a diagnosed medical condition cannot be adequately addressed by the regular program and where the need is determined to be appropriate by BNSF. Approval by the Medical Department is required prior to such purchases. Contact your region's Medical/Environmental Health manager for more information.
   
• BNSF will subsidize non-program safety boots only in cases where there are unique foot size issues that cannot be addressed by shoes offered through the program. To obtain a pair of boots under these circumstances, complete the Safety Shoe Exception Form (MS Word Corporate Form SAF 00010), obtain appropriate supervisor approval and email to "Safety Shoes, BNSF" or fax to 817-352-1660. A representative will contact you with instructions on obtaining the boots.
   

2003-2005 Approved Styles:

VENDOR	STYLE NUMBER	DESCRIPTION	BNSF COST
CAT	89114	Men	$113.50
CAT	89115	Men	$113.50
CAT	88033	Men	$104.00
CAT	89108	Men	$114.00
CAT	89347	Men	$124.00
CAT	89452	Men	$ 99.00
CAT	89412	Men	$113.00
CAT	89413	Men	$113.50
CAT	88044	Women	$ 99.00
CAT	88030	Women	$ 90.00
CAT	89543	Women	$ 91.00
Wolverine	3779	Men	$135.00
Wolverine	3176	Men	$145.00
Wolverine	3868	Men	$138.00
Wolverine	4717	Men	$ 99.00
Wolverine	4710	Men	$ 99.00
Wolverine	4709	Men	$ 93.00
Wolverine	3778	Men	$135.00
Wolverine	3121	Men	$129.50
Wolverine	14096	Men	$ 99.50
Wolverine	13075	Men	$ 91.00
Wolverine	1655	Men	$145.00
Wolverine	3979	Women	$139.00
Wolverine	1125	Women	$ 86.00
Wolverine	1460	Women	$149.00
Wolverine	17245	Women	$ 91.00
Red Wing	5471	Men	$ 94.00
Red Wing	5479	Men	$105.00
Red Wing	5485	Men	$ 72.00
Red Wing	2408	Men	$140.00
Red Wing	2204	Men	$125.60
Red Wing	2233	Men	$125.00
Red Wing	2406	Men	$134.00
Red Wing	5488	Men	$100.00
Red Wing	5439	Men	$125.00
Red Wing	2450	Men	$225.00
Red Wing	2414	Men	$176.00
Red Wing	5489	Men	$ 88.00
Red Wing	2223	Men	$107.00
Red Wing	5524	Women	$ 75.00
Red Wing	2326	Women	$105.00
Red Wing	2379	Women	$112.00
Red Wing	5434	Women	$ 87.00
Whites	375VSTO8	Unisex	$339.00
Whites	400VST10	Unisex	$349.00
Whites	375CST08	Unisex	$330.00
Whites	690CST08	Unisex	$335.00
Whites	114EGFAST	Unisex	$180.00
		+ Shipping for White's

List of Agreements

2003 Agreement

2003 Agreement Side Letters

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