MATTHEW K. ROSE
President and
Chief Operating Officer
Burlington Northern Santa Fe
2600 Lou Menk Drive
Fort Worth, TX 76131
Phone: 817-352-6100
Fax: 817-352-7430

Mr. Jay L. Schollmeyer
Local Chairman 1637
United Transportation Union
Portland, OR 97215

August 9, 2000

Dear Jay:

 Thank you for your letter of July 19th regarding the continued business slump in the Portland area as well as across the entire northern part of our system. I’ll specifically address the four concerns outlined in your letter as follows:

 1)    You are correct in that some areas our business have not grown and this, combined with improved operating efficiencies, has lead to fewer train starts. We have reduced deadhead and held away payments by 28% and relief crews by 50% from prior year levels. Train size is higher than last year due to our use of distributed locomotives, which has also reduced our need for helper crews in many locations.

 However, let me reassure you that we are doing everything possible to attract business across the entire BNSF network including the northern sectors of our franchise. As an example, we just recently filled a newly created marketing position that is dedicated to maximizing traffic moving in the I-5 corridor. Because of improved efficiencies and transit times, our year-to-date I-5 growth is over 10 percent and we’re confident there are additional I-5 opportunities in this market area. We’re also increasing our I-5 train starts from 2 to 3 trains per day beginning this week. As always, we will continue to concentrate and invest resources in areas that will bring new growth opportunities to BNSF.

2)    While there has been some coal market share shifting between BNSF and UP, no contracts have been lost to the UP that have lowered coal traffic on the Glendive or MRL West routes. In fact, BNSF recently increased traffic in the north by winning a contract from the UP to move coal from the PRB to Portland General Electric. Additionally, in 1998 BNSF added a substantial amount of coal business to Detroit Edison which, depending on the mine of origin, can move over the northern Glendive route.

We have redirected some of the coal trains destined for the upper mid-west over the central corridor. As you know, the central corridor route over Alliance has greater siding capacity to handle long trains and in some instances provides shorter route miles to certain destinations than the northern route.

Finally, our coal loadings have been softer overall compared to the UP because we serve mainly the northern tier of the U.S. (east of Ohio) which has enjoyed a very mild summer. In contrast, UP has more exposure to Texas, Louisiana, and Arkansas, where temperatures have been much less moderate.

3)    Your comment regarding Dave Dealy’s conversation with a Great Falls Local Chairman appears to be a misinterpretation of a discussion regarding the injury rate of employees working in that area. While there have been more than "just a couple” of injuries in this area, neither Dave nor anyone else on my team is going to route around this area. We do not make routing decisions based on personal injuries; they are made based on cost and service. Dave’ s comments were made because of his concern for the safety of our employees and I believe his message has been taken out of context.

4)    The September 1 St Ag rate reduction was a competitive response to match UP rates that move grain to eastern grain millers and to the center gulf markets. Unlike our domestic market for grains, the PNW export market is largely driven by world economic factors that are out of our control. U.S. rail transportation rates are a much smaller component of the total transportation cost to deliver grain to the Far East and are not the primary driver in the creation of an export market for U.S. grain. Simply put, world economic conditions, crop prices, etc., are such that lowering our rates to the PNW export market, would not be sufficient to create an export market.

On a more positive note, the forward-looking picture for grain exports is looking much better. While the last couple of years have seen disappointing PNW grain export traffic, USDA is currently projecting an all time record corn crop harvest this fall. As a result of this potential bumper crop, we are forecasting increased grain business to the PNW ports beginning in the fourth quarter of 2000.

Again, thank you for taking the time to share your concerns with me. In many ways, the issues and situations I mentioned in my letter of June 1 7, 1 999 have come true or are still true today. On some parts of our system, traffic levels are up over 20 percent. Unfortunately, our Pacific Northwest train starts have been and continue to be largely driven by grain exports and the world economics for grain has not favored such exports.

As always, I look forward to the opportunity to discuss issues like these with you.

Regards,
/s/ Matthew K. Rose