LETTER OF AGREEMENT

between

POLAR AIR CARGO,INC.

And

THE AIR LINE PILOTS

In the service of

POLAR AIR CARGO,INC.

As represented by

THE AIR LINE PILOTS ASSOCIATION INTERNATIONAL

OPEN TIME FLYING INCENTIVE PAY

THIS LETTER OF AGREEMENT is made and entered into in accordance with
the provisions of the Railway Labor Act, as amended, by and between POLAR AIR
CARGO, INC. (hereinafter referred to as the company ) and THE AIR LINE PILOTS
in the service of POLAR AIR CARGO,INC. as represented by the AIR LINE PILOTS
ASSOCIATION,INTERNATIONAL ( hereinafter referred to as the association)
WITNESSETH:
WHEREAS, the parties desire to implement changes to the currently effective pay
sructure in order to provide incentive pay for voluntary open time flying that occurs on a
Crewmembers originally scheduled days off.
NOW, THEREFORE, the parties mutually agree as follows:
1. Unless a modification is specifically set forth in this letter of agreement,all

provisions of the parties Collective Bargaining Agreement effective Desember 1,

1999 to November 30, 2002 (hereinafter the Agreement) as extended through
may 31, 2003, by the Pay Increase, maximum Pay and Credit Cap Modification
and Duration Extension Letter of Understanding between the parties, shall remail
in full force and effect.
2.

For each day(s) that open time flying is perfomed on an scheduled day off in a
bid period pursuant to the provisions of section II of the open time flying letter of
Agreement dated May 11, 2002, the Crewmember shall receive incentive Pay in
the same amount(s) as provided under section 3. L of the Agreement. In addition
All pay and Credit for perfoming open time flying and incentive pay shall be in
addition to the minimum pay for the bid period calculated pursuant to section 4.C
of the Agreement.

3. A Crewmembers pay and credit for all days of extended duty, as calculated

pursuant to sections 4.A .1 and 2 of the agreement, as well as all extended duty
pay pursuant to section 3.L, shall be in Addition to the minimum pay for the bid
period calculated pursuant to section 4.C of the agreement.
4. For purposes of determining the applicable rate per day of extended duty pay

under section 3.L of the Agreement and/or incentive pay for open time flying
pursuant to this letter of Agreementm, All flying that is performed on an originally
scheduled day off in the same bid period, whether extended duty or open time,
shall be combined and treated for pay purposes under the rules for extended
duty pursuant to section 3.L of the agreement. Examples of the provisions of this
paragraph are set forth in attachment A.
5. A Crewmembers pay and credit as calculated pursuant to sections 4.A .1 and 2

of the agreement for all days of open time flying pursuant to the open time letter
of Agreement dated may 11, 2002, and all days of extended duty persuant to
section 12.E of the Agreement and the extended Duty letter of Agreement dated
july 13, 2001, shall be included in determining compliance with the maximum pay
and credit cap pursuant to the pay increase, maximum pay and credit cap
Modification And Duration Extension Letter of Agreement for open time flying and
extended duty pay pusruant to Section 3.L of the Agreement , however, shall not
be included in such determination.
6. The Company shall recall seven (7) Flight Engineers with an effective date of

October 25, 2002. If less than seven (7) Flight Engineers actually accept this
recall opportunity, the company shall recall additional flight engineers, pursuant
to the procedures set forth in the collective Bargaining Agreement and any
relevant Letters of Agreement or Letters of Understanding, so that a total of
seven (7) Flight Engineers are actually returned to active duty with the company.
If less than seven (7) of the company s currently-furloughed flight Engineers
actually accept recall, the company shall only be required to recall the number
who accepted the opportunity.
7. This Letter of Agreement shall become effective October 1, 2002, and shall run

concurrently with the duration of the Agreement effective Desember 1, 1999 to

November 30,2002, as extended through May 31, 2003, by the pay Increase,
Maximum Pay and Credit Cap Modification and Duration extension Letter of
Agreement dated May 30, 2002.

this

IN WITNESS WHEREOF, the parties have signed this Letter of Agreement

day of
, 2002.

FOR
POLAR AIR CARGO, INC.

FOR THE
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL

Lee P. Steele
Vice Presidentflight Operations

Duane E. Woerth, President

Robert J. Fell, Chairman

Poilar Air Cargo MEC

Denim Yarger, Vice Chairman

Polar Air Cargo MEC

Greg Dimoff, Secretary-Treasurer

Polar Air Cargo MEC