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To: BNSF Domestic, International and National Accounts Customers
05/11/2007

BNSF Southern California International Gateway Update

Dear Customer,

I am pleased to provide you with an update on recent actions regarding our proposed Southern California International Gateway (SCIG) project. As you know, SCIG will provide much-needed near dock capacity for the Ports of Los Angeles and Long Beach, as trade is expected to double by 2020 and nearly triple by 2030.

BNSF recently announced enhancements to its proposed SCIG facility based on input from residents, community leaders, and elected and port officials. Previous commitments already make SCIG the cleanest intermodal facility in the United States. These enhanced features build tremendously on that industry-leading stance:

Clean Truck Fleet on Controlled Routes

    o 100 percent of the truck fleet servicing SCIG will be 2007 or newer upon facility opening
    o Trucks serving SCIG will be limited to traveling on specified non-residential truck routes
    o Trucks will be equipped with GPS technology to enforce these routes

Jobs – Workforce Training
    o BNSF’s operating contractor will be required to give qualified local residents priority for all new job offers at SCIG
    o BNSF will fund a workforce training program in partnership with local institutions to assist area residents in obtaining these jobs

Urban Forest
    o A significant tree planting initiative will create an “urban forest” at the facility to improve air quality and appearance

Sound Wall
    o BNSF will fund construction of a sound wall east of SCIG to shield local residents from freeway noise

The SCIG project Web site at www.communitiesmatter.com will continue to provide important project updates and information on how you can participate.

Many of you have shown your support for SCIG with letters, meetings and informal discussions with key stakeholders. We sincerely appreciate your continued support to ensure adequate current and future intermodal capacity for Southern California, the largest intermodal gateway in North America.

Regards,

John Lanigan

If you have any questions, please send an email to Customer.Notifications@bnsf.com