SUMMARY OF

in the revised

PROPOSED MERGER AGREEMENT

between

BMWE AND BOILERMAKERS

June 2002

BMWE members in the U.S. will be eligible to participate in the Boilermakers National Pension Trust under the same terms and conditions as other Boilermaker railroad members pursuant to the Boilermakers tentative National Agreement, including up to 15 years of past service pension credit. Per that Agreement’s side letter, the BMWE Division would not be required to serve a Section 6 contract notice, or wait until the expiration of any contract moratorium to participate. BMWE Division would, however, negotiate the rate of contributions made by the carriers on the members’ behalf. (Side Letter 7)

International dues (per capita) would not be increased for BMWE members as part of the Merger Agreement. All commitments made to the BMWE in the Merger Agreement will be fulfilled and carried out within the current International dues structure in effect for BMWE members prior to BMWE’s 2002 Grand Lodge Convention. (Para’s. 12(a)(b))

BMWE System Division/Federations will receive $1.90 per member rebate in dues per month, thus stabilizing System Division/Federation finances and dues rates. The System Division/Federations, through their internal processes, will determine how this money will be allocated. This represents a $.90 increase in dues rebate above the $1.00 rebate provided for in the original proposed merger agreement of 2001. (Para. 12(4))

There shall be no involuntary mergers, disbandments, or consolidations of System Divisions/Federations and Local Lodges by virtue of the Merger Agreement. (Para. 17)

BMWE Local Lodge Secretary-Treasurers shall remain exempt from the payment of monthly dues. (Side Letter 24)

Clarification that ratification of both National and Local Agreements is preserved as current. (Side Letter 21)

Clarification of strike authorization procedures and the preservation of the BMWE Division’s right to strike. (Side Letter 26)

Clarification that Boilermaker strike benefits payable to BMWE members will not be reduced or otherwise affected by the payment of Railroad Retirement Unemployment Benefits. (Para 15)

Clarification that BMWE members in the U.S. and Canada would be able to seek work in other Boilermaker represented industries, including Boilermaker Construction and Shipbuilding Divisions, and will be provided assistance in facilitating contact with Boilermaker representatives in those industries to seek such employment opportunities. (Side Letters 28 & 31)

Clarification that BMWE members would, if they so choose, be eligible to participate in the Boilermaker Construction Apprenticeship Program. (Side Letter 30)

Clarification that BMWE Canadian members traveling to the U.S. to work in the Boilermakers Construction Division will be provided assistance in obtaining work visas and other work related immigration matters. (Side Letter 31)

Clarification that although Client/Owners and/or Contractors in the Construction Industry frequently require drug testing as a condition of employment, it is not the policy of the Boilermakers International to require and/or recommend drug testing. (Side Letter 32)

Clarification that the children of BMWE members would be eligible to participate in the Boilermakers’ Scholarship Program in the same manner as children of all current Boilermakers. Currently, those scholarships amount to $50,000.00 per year. The BMWE Executive Vice President-at-Large will recommend, and the International President shall appoint, a representative of the BMWE Division to serve on the Scholarship Committee. (Side Letter 29)

Clarification that should a System Division/Federation, through agreement with a carrier, negotiate a M/W apprentice training program, the International Union will make every effort to make their Boilermaker Training Facilities available for such purpose. (Side Letter 30)

Clarification that BMWE Local Lodges will continue to conduct Local Lodge elections as presently conducted, with nominations and elections permitted to be held at the same meeting. Terms of U.S. Local Lodge Office will continue to be three (3) years. (Attachment 7 - Sec’s. 9 & 10)

Clarification that BMWE Local Lodge Officers in Canada will continue to be elected to four (4) year terms. (Attachment 7 - Sec. 10)

Clarification on how dues are adjusted and allocated per Paragraph 12(b). (See Example 1)

Clarification that Constitutional provisions concerning the Communist Party will not be applicable to Canadian members of the BMWE Division. (Side Letter 25)

Clarification that membership years in the BMWE will be recognized as membership years in the Boilermakers. (Side Letter 34)

Clarification on tentative agreement between Boilermakers and carriers concerning agreement to explore Boilermakers Health and Welfare Fund insurance for railroad members at levels comparable to current railroad membership coverage provided under GA-23000. (Side Letter 18)

Clarification that the name of the Merged Organization, contingent upon ratification of the merger and approval by the International Executive Council, shall be: The International Brotherhood of Boilermakers, Railroaders, Ship Builders, Forge Workers, and Allied Industrial Unions, AFL-CIO. (Side Letter 5)

Clarification that System Division/Federation participation in pension plan(s) may occur only if and when duly authorized in accordance with each System Division/Federation Bylaws. (Para. 14 (d)(e)(f))

Clarification that BMWE Division functions as set forth in Paragraph 4 (b) of Merger Agreement [Functions], "will be funded by the merged organization at levels sufficient to provide services at the same or higher level as those being provided by Grand Lodge." (Side Letter 23)

Clarification that "Education" is a function of the BMWE Division. (Para 4(b))

All BMWE Division Officers, inclusive of the two (2) International Officers (Executive Vice President-at-Large & International Vice President-at-Large), Regional Directors (former BMWE Vice Presidents), and Executive Committee (former BMWE Executive Board), shall come from, be nominated by, and must be members of, one of the affiliated Lodges of the BMWE Division. (Para. 5)

Establishment and recognition of a BMWE Division Advisory Board, consisting of the two (2) BMWE Division International Officers, Regional Directors, and Executive Committee who shall jointly determine the general policies to be adopted and enforced during the interim between BMWE Division Conferences. (Side Letter 33 & Attachment 6 - Sec. 4)

BMWE Division delegates will elect their two (2) principle officers, i.e., the Executive Vice President-at-Large and the International Vice President-at-Large, at the BMWE Conference immediately preceding the 31^st Consolidated Convention in 2006. No other nominees, other than the two (2) selected by the BMWE Division Conference delegates, will be presented at the 31^st Consolidated Convention in 2006. (Para. 5)

Vacancies occurring in the positions of BMWE Division Executive Vice-President-at-Large and International Vice President-at-Large will be filled by election of all BMWE System Division/Federation General Chairmen, or their designated representatives, casting a representative vote of their respective membership (same as current). The International President shall then appoint the BMWE Division’s elected individual to such International office for the remainder of the term. (Para. 6(a))

Vacancies occurring in the positions of BMWE Regional Directors and Executive Committee shall be fill by election of System Division/Federation Officers casting a representative vote of their respective membership of the Region (same as current). The International President shall then appoint the BMWE Division’s elected individual for the remainder of the term of office. (Para’s. 9(i) & 10(e))

Clarification that all BMWE designated FELA law firms are approved to remain on the designated counsel list. Also clarified are procedures for adding or removing FELA law firms into the future. (Side Letter 27)

Clarification that the arbitration provision of Paragraph 21 may be invoked by a majority vote of the BMWE Advisory Board. (Para. 21(a)(3))

The above is intended to summarize the highlights of enhancements and improvements, which are not all inclusive, that have been negotiated in addition to those terms contained in the original Merger Agreement between BMWE and Boilermakers negotiated and presented in 2001. Please refer to the revised Merger Agreement and Side Letters for more detailed information. All merger related documents, including the revised Merger Agreement, Side Letters 1-34, and Attachments 1-8, can be accessed by the members through the BMWE web-site at www.bmwe.org.