November 28, 2005              

This letter is in response to your concerns regarding BNSF service quality issues experienced on traffic moving from Chicago, Corwith and Logistics Park Chicago (LPC) to Los Angeles, CA.

The unprecedented volume of both domestic and international traffic we continue to receive placed tremendous strain on the entire BNSF infrastructure this year and especially during the past three months.  Among the hardest impacted Intermodal Facilities have been Chicago, Corwith and LPC where we've been short power and railcars.  At LPC we’ve also been short of paved parking and strip track capacity.  At Los Angeles we’ve experienced continued congestion as well as being short power and railcars.

I've reviewed some of the service statistics for international loaded containers tendered to us at Chicago and LPC destined Los Angeles and here's what I've been able to piece together. 

The railcar and power shortages resulted in traffic being delayed over one day following cutoff before departure from either Chicago or LPC.  Once the trains were moving on the railroad, congestion in Southern California resulted in our having to stage traffic into Los Angeles to avoid plugging the facility with more containers than it’s physically able to handle.  Further, these issues hit all BNSF international users in these lanes across the board.  No one was spared from the effects of delayed departures and extended transit times.  The resulting on-time performance was far from the service product BNSF’s customers have come to expect nor is it anywhere close to what we want and need to provide. 

Just as information, LPC October was a record-breaking month handling over 52,000 units, which was 93% more than October 2004 and YTD thru October 62% more than YTD 2004.  As a result of these increased traffic levels, we continue making improvements at LPC and have accelerated several 2006 capital projects into 2005.  These include additional paved parking and a fourth strip track that are in progress now, as well as hiring more Hub personnel. 

In 2006 we will continue improvements at LPC with the construction of five new storage tracks.  BNSF will continue it’s acquisition of locomotives and railcars to handle the anticipated traffic increase projected for 2006.

International volumes have run strong so far thru November.  Historically, with the end of the International Peak Season coming to a close by Thanksgiving, it provides breathing room and allows us to reset the network.  At this morning’s Service Review meeting the congestion issues we’ve been experiencing have, for the most part, disappeared and we anticipate the remainder of the year to run more smoothly than the past several months.  Over the past five days on-time performance has made a significant turn-around with over a 14 point increase from where it was a week ago.  On-Time Performance should continue to improve as we see volumes decrease and congestion disappear.

Sincerely,

/s/ Paul F. Pawlak

Paul F. Pawlak