March 21, 2002

Mr. Dennis R. Pierce

General Chairman

Brotherhood of Locomotive Engineers

801 Cherry Street, Suite 1010

Ft. Worth, TX 76102

Dear Dennis:

This letter shall serve as Side Letter Number 1 to the Agreement between the Burlington

Northern and Santa Fe Railway Company and the Brotherhood of Locomotive Engineers

establishing a scheduled work/rest cycle board for engineers in the _______________ pool, headquartered at Lincoln, NE.

It is understood that temporary vacancies in the ______________ 7&3 Overlay Pool will

continue to be filled by system and/or local agreements and practices currently in place. It is

further understood that in the event an engineer voluntarily places himself to an open temporary

vacancy in this Overlay Pool, under the existing system and/or local agreements and practices, he

will accept the conditions of the temporary vacancy to include the work/rest cycle of the

assignment he is placing to.

These changes will become effective on ____________, 2002

I concur,

Dennis R. Pierce, General Chairman, BLE

Sincerely,

George A. Smallwood

Assistant Vice President-Manpower, Training & Operating Practices, BNSF