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Appendix C-Shipper positions

Appendix D-Summary of BN traffic, facilities, equipment, safety, and data

Appendix E-Summary of Frisco traffic, facilities, equipment, safety, and financial data------

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Appendix F-Pro forma financial statement for merged company
Appendix G-Map of BN and Frisco systems-----
Appendix H-Analysis of traffic diversion studies

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Appendix L-Route density charts and table of regions

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Appendix M-Protective conditions imposed --

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360 I.C.C.

FINANCE DOCKET NO. 28583 (SUB-NO. 1F)'

BURLINGTON NORTHERN, INC.-CONTROL AND MERGER-ST. LOUIS-SAN FRANCISCO RAILWAY COMPANY

Decided March 25, 1980

1. In Finance Docket No. 28583 (Sub-No. 1F), control and merger of the St. LouisSan Francisco Railway Company into Burlington Northern, Inc. is authorized, subject to conditions.

2. In Finance Docket No. 28583 (Sub-No. 2F), authority is granted to Burlington Northern, Inc.: (a) to issue 2,560,791 shares of common capital stock without par value; (b) to issue 1,347,785 shares of $2.125 no par value preferred stock, $25 redemption value; and (c) to assume all obligations, liabilities, and guarantees with respect to securities issued, assumed, or guaranteed by the St. Louis-San Francisco Railway Company and subsidiary or affiliated companies.

'This decision embraces Finance Docket No. 28583 (Sub-No. 2F), Burlington Northern, Inc.-Securities; No. MC-F-13500, Burlington Northern, Inc.-Control-Frisco Transportation Company; Finance Docket No. 28583 (Sub-No. 3F), Soo Line Railroad Company-Trackage Rights-Over Burlington Northern, Inc., Between McGregor, MN and Superior, WI, a Distance of 69 Miles; Finance Docket No. 28583 (Sub-No. 4F). Soo Line Railroad Company-Trackage Rights-Over Burlington Northern, Inc., Between Paynesville, MN and Superior, WI, a Distance of 162 Miles; Finance Docket No. 28583 (Sub-No. 5F), Soo Line Railroad Company-Trackage Rights-Over Burlington Northern, Inc., Between Schley (Soo Junction), MN and Superior, WI, a Distance of 146.2 Miles; Finance Docket No. 28583 (Sub-No. 6F), Soo Line Railroad Company-Trackage Rights-Over Burlington Northern, Inc.. Between Bald Eagle, MN and Superior, WI, a Distance of 126.4 Miles; Finance Docket No. 28583 (Sub-No. 7F), Illinois Central Gulf Railroad Company-Trackage Rights-Over the St. Louis-San Francisco Railway Company, Between Memphis, TN and Jasper, AL, a Distance of 210 Miles; Finance Docket No. 28583 (SubNo. 8F), Chicago and North Western Transportation Company-Trackage Rights-Over Burlington Northern, Inc., Between BN M.P. 492.7 at Council Bluffs, IA and BN M.P. 2.16 at BN Junction, MO, a Distance of 168 Miles; Finance Docket No. 28583 (Sub-No. 9F), Chicago and North Western Transportation Company-Trackage Rights-Over Burlington Northern. Inc., Between East Minneapolis, MN and East Superior, WI, a Distance of 143.8 Miles; Finance Docket No. 28583 (Sub-No. 10F), William M. Gibbons, Trustee of the Property of the Chicago, Rock Island and Pacific Railroad Company, Debtor-Trackage Rights-Over Burlington Northern, Inc., Between Lincoln and Havelock, NE, a Distance of 5 Miles; Finance Docket No. 28583 (SubNo. 11F), William M. Gibbons, Trustee of the Property of the Chicago, Rock Island and Pacific Railroad Company, Debtor-Trackage Rights-Over the Colorado and Southern Railroad Company, Between Denver and Golden, CO, a Distance of 13 Miles; Finance Docket No. 28583 (Sub-No. 12F), William M. Gibbons, Trustee of the Property of the Chicago, Rock Island and Pacific Railroad Company, Debtor-Trackage Rights-Over Burlington Northern, Inc., Between Ottawa and Streator, IL, a Distance of 17 Miles; Finance Docket No. 28583 (Sub-No. 13F), Stanley E. G. Hillman, Trustee of the Property of Chicago, Milwaukee, St. Paul and Pacific Railroad (footnote continued on next page)

3. In No. MC-F-13500, acquisition of control by Burlington Northern, Inc., of the Frisco Transportation Company, through the merger with the St. Louis-San Francisco Railway Company, is authorized.

4. In Finance Docket No. 28583 (Sub-No. 3F), the Soo Line Railroad Company application for trackage rights over Burlington Northern, Inc. between McGregor, MN, and Superior, WI, is denied.

5. In Finance Docket No. 28583 (Sub-No. 4F), the Soo Line Railroad Company application for trackage rights over Burlington Northern, Inc. between Paynesville, MN, and Superior, WI, is dismissed.

6. In Finance Docket No. 28583 (Sub-No. 5F), the Soo Line Railroad Company application for trackage rights over Burlington Northern, Inc. between Schley (Soo Junction), MN, and Superior, WI, is denied.

7. In Finance Docket No. 28583 (Sub-No. 6F), the Soo Line Railroad Company application for trackage rights over Burlington Northern, Inc. between Bald Eagle, MN, and Superior, WI, is denied.

8. In Finance Docket No. 28583 (Sub-No. 7F), the Illinois Central Gulf Railroad Company application for trackage rights over the St. Louis-San Francisco Railway Company between Memphis, TN, and Jasper, AL, is denied.

9. In Finance Docket No. 28583 (Sub-No. 8F), the Chicago and North Western Transportation Company application for trackage rights over Burlington Northern, Inc. between Council Bluffs, IA, and BN Junction, MO, is dismissed.

(footnote I continued)

Company, Debtor-Trackage Rights-Over Burlington Northern, Inc., Between Terry, MT and
Spokane, WA, a Distance of 1,081.07 Miles; Finance Docket No. 28583 (Sub-No. 14F), Stanley E.
G. Hillman, Trustee of the Property of Chicago, Milwaukee, St. Paul and Pacific Railroad
Company. Debtor-Trackage Rights-Over Burlington Northern, Inc., Between Tacoma, and
Chehalis, WA, a Distance of 62.7 Miles; Finance Docket No. 28583 (Sub-No. 15F), Stanley E. G.
Hillman, Trustee of the Property of Chicago, Milwaukee, St. Paul and Pacific Railroad Company,
Debtor-Trackage Rights-Over Burlington Northern, Inc., Between Miles City, MT, and All
Present and Future Coal Mines Located on the BN in MT; Finance Docket No. 28583 (Sub-No.
16F), Stanley E. G. Hillman, Trustee of the Property of Chicago, Milwaukee, St. Paul and Pacific
Railroad Company, Debtor-Trackage Rights-Over Burlington Northern, Inc., Between Council
Bluffs, IA and Kansas City, MO, a Distance of 189.69 Miles; Finance Docket No. 28583 (Sub-No.
17F), Stanley E. G. Hillman, Trustee of the Property of Chicago, Milwaukee, St. Paul and Pacific
Railroad Company, Debtor-Trackage Rights-Over Burlington Northern, Inc., Between
Bellingham and Cherry Point, WA, a Distance of 22 Miles; Finance Docket No. 28583 (Sub-No.
18F), Southern Pacific Transportation Company-Trackage Rights-Over Burlington Northern,
Inc., and the Union Pacific Railroad Company, Between the Connection of BN and the Portland
Terminal Railroad Company and (1) Trackage Serving North Rivergate and (2) the Barnes Yard of
Union Pacific Railroad Company, a Distance of 16.3 Miles; Finance Docket No. 28583 (Sub-No.
19F), Atchison. Topeka and Santa Fe Railway Company-Trackage Rights-Over the St. Louis-
San Francisco Railway Company, Between Tulsa and Oklahoma City, OK, a Distance of 112.8
Miles; Finance Docket No. 28583 (Sub-No. 20F), Application of the Montana Wheat Research
and Marketing Committee for Stanley E. G. Hillman, Trustee of the Property of Chicago,
Milwaukee, St. Paul and Pacific Railroad Company, Debtor-Trackage Rights-Over Burlington
Northern, Inc., Lines in MT; Finance Docket No. 28583 (Sub-No. 21F), Application of Wyo-Ben,
Inc., for Stanley E. G. Hillman, Trustee of the Property of Chicago, Milwaukee, St. Paul and
Pacific Railroad Company, Debtor-Trackage Rights-Over Burlington Northern, Inc., Between
Billings, MT, and Shobon, WY, a Distance of 227.1 Miles; Finance Docket No. 28583 (Sub-No.
22F). Richard B. Ogilvie, Trustee of the Property of Chicago, Milwaukee, St. Paul and Pacific
Railroad Company, Debtor-Trackage Rights-Over Burlington Northern, Inc., Between Miles
City, MT, and Big Sky and Kuehn, MT, a Distance of 138.9 Miles; and Finance Docket No. 28583
(Sub-No. 23F), Illinois Central Gulf Railroad Company-Terminal Operations-Over the
Missouri Pacific Railroad Company in Memphis, TN.

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