SOUTHERN PACIFIC REACHES AGREEMENT WITH BURLINGTON NORTHERN AND SANTA FE

SAN FRANCISCO -- Southern Pacific Rail Corp., Burlington Northern Inc., and Santa Fe Pacific Corp., through their railroads, have reached agreement to provide trackage and haulage rights over each other's systesm, effective with completion of the combination of Burlington Northern and Santa Fe.

Southern Pacific will gain:

--  Trackage rights between Pueblo, CO and Stratford, TX, over Santa Fe lines and between Dalhart and Fort Worth, TX on BN's lines, including access to all industries at Amarillo, TX, and access by haulage agreement to all industries at Plainview and Lubbock, Texas.  In addition, SP will gain connection to the Seagraves, Whiteface & Lubbock Railroad Co. at Lubbock.

--  Trackage rights for overhead traffic between both Kansas City and Hutchinson, KS., and Fort Worth via Olathe and Cassoday, KS., on Santa Fe lines, including access to all industries at Wichita and access to the Central Kansas Railway at Wichita and to the South Kansas & Oklahoma Railroad Inc. at Winfield, Kansas.

--  Trackage rights over Santa Fe's line between Hutchinson and Chicago for overhead intermodal and automotive traffic.

--  Trackage rights on Santa Fe's line between Topeka and Kansas City for all traffic.

--  SP will retain its trackage rights over the BN line between Kansas City and Chicago.

--  SP will have the right to interchange intermodal traffic with the Toledo, Peoria and Western Railway Corp. at Lomax, IL., and with other carriers at Streator, IL., on the Santa Fe Line.   SP also will be able to interchange traffic with the Illinois Central Railroad at Joliet, IL., and will have access to the Kansas City Terminal Railroad at Kansas City.

--  SP also will be able to interchange all traffic with the TP&W at Bushnell, IL., on the BN line.

--  SP will gain access to all industries at Fort Madison, Iowa, and Galesburg, Illinois.

Southern Pacific Lines will grant the combined BNSF:

++  Trackage rights for overhead traffic between El Paso, TX. and Topeka to provide BNSF additional capacity in that corridor, as well as access to all industries at Liberal and McPherson, Kansas and Hooker and Guymon, Oklahoma.  Interchange with other carriers is permitted at El Paso and Hutchinson, as well as at Vaughn, New Mexico, Stratford and Dalhart, and at Hutchinson.

++  Haulage privileges between Caldwell and Eagle Pass, Texas, with the right to interchange with Ferrocarriles Nacionales de Mexico, and access to the Elmendorf Facility at San Antonio.

As a result of the agreement announced today (April 14), Southern Pacific will not oppose the merger of Burlington Northern and Santa Fe.  However, SP will continue to participate in the control case as necessary to oppose unwarranted conditions that may be sought by other parties.