Date: Thursday, 30 June 1994 7:28am CT
To: Emc2-News, *
From: MAILMAN
Subject: BN/Santa Fe Merger


Dear Fellow Railway Employee:

This morning we will announce our intention, subject to approval of the
Interstate Commerce Commission (ICC), to merge the Santa Fe Pacific Corpor-
ation with Burlington Northern, Inc. (BN).  Upon completion of the merger,
Burlington Northern will change its name to Burlington Northern Santa Fe
Corporation and the railroad will be named The Burlington Northern and Santa
Fe Railway Company.  Jerry Grinstein, who is currently BN's chairman and
chief executive officer, will be chairman of the new company and I will be
president and chief executive officer.

The combination will create a single line rail network connecting all of the
principal West Coast ports with major midwestern and western markets and with
ports and markets in the Southeast.  I believe this combination will create a
strong new rail carrier with a diversified traffic base that will be well
positioned strategically as we move forward into the 21st century.  That is
good for employees, customers, shareholders and the communities we serve.

Of course, all of this is subject to the approval of the shareholders of
both companies and, as mentioned earlier, the approval of the ICC.  The ICC
process is likely to take from 18 to 30 months.  We will begin preparing our
case soon and will request an expedited ruling.

We will be sending a more detailed letter to your home which will hopefully
answer some of your questions and are also scheduling the following town hall
meetings for tomorrow, Friday, July 1:

9:00 a.m. Schaumburg        Hyatt Regency Woodfield
                            1800 E. Golf Road
                            Regency Ballroom

1:30 p.m. Topeka            Topeka Performing Arts Center
                            8th & Quincy
                            Georgia Neese Gray Performance Hall

I hope that most of you from Schaumburg and Topeka will be able to
attend those meetings.

Finally, for everyone else we are preparing a videotape presentation which
will be distributed to all of our outlying locations this weekend.

In closing, let me just say that I believe this is an important and exciting
opportunity to strengthen our railroad and solidify our future.  I believe
there will be numerous opportunities for our people to contribute in a sub-
stantial way to the success of the new company.  But, in the interim, while
we seek ICC approval, it is essential that we stay focused on the Santa Fe
Railway and never lose sight of our goal of meeting our customers' expecta-
tions 100% of the time.

                                           Sincerely,


                                           Rob Krebs
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