UP, BNSF Announce Southern Powder River Basin Joint Line $100 Million Capacity Expansion Plan

Omaha, Neb., and Fort Worth, Tex., May 8, 2006 – Union Pacific and BNSF Railway Company today announced plans to begin another significant capacity expansion on the jointly owned rail line serving the Southern Powder River Basin (SPRB) coal fields, the largest open-pit, low-sulfur coal reserves in North America.

Both railroads have agreed on preliminary work to construct more than 40 miles of third and fourth main line tracks, at a cost of about $100 million over the next two years, to meet current and future forecasted demand for Wyoming’s Powder River Basin (PRB) coal. This project is in addition to the construction of 14 miles of a third main line track completed in Spring 2005 and an additional 19 miles of the third main line currently under construction and scheduled to go into service later in May and be fully operational in September 2006.  The total cost of this nearly 75-mile capacity expansion will be about $200 million, which is split between the line’s two owners, Union Pacific and BNSF.

"The investment in the Joint Line is a strategic part of Union Pacific’s coal network operations," said Jim Young, president and chief executive officer, Union Pacific. "On-going infrastructure development improvements in the Southern Powder River Basin will enhance our ability to serve our customers and meet this nation’s energy demands."

"This Joint Line project and the magnitude of our investment underscores BNSF’s commitment to this country's coal and power industries," said Matthew K. Rose, BNSF's chairman, president and chief executive officer. "The rail, mining, and generating industries all need to work together to keep coal a strong part of the nation's future energy program."

For many years, CANAC, a Montreal-based rail engineering firm, has been evaluating PRB coal production forecasts and both railroad and mine infrastructure capacity needed to support forecasted production. Recommendations for railroad capacity proposed by CANAC in 1999 are in the final stages of completion and will be fully implemented by September 2006.

CANAC began a new study of the Joint Line in early Fall 2005, and presented its preliminary findings to the two railroads in early 2006. In response, Union Pacific and BNSF have advanced construction plans to add the more than 40 miles of third and fourth main line capacity to meet the annual projected growth in demand for SPRB coal in 2007 through 2009. These activities include construction of a fourth main line over Logan Hill and construction of a third main line at the north end of the Southern Powder River Basin.

"I'm very pleased at this investment in Wyoming infrastructure," said Gov. Dave Freudenthal. "I'm also encouraged by the action, which reflects a new level of responsiveness to our need for more rail capacity to move Wyoming coal to market. This project could have a significant impact on our ability to sell Wyoming coal."

Over the last 20 years, there have been significant increases in the SPRB Joint Line production volume. In 1985, the Joint Line handled 19 million tons of coal. To meet the growing demand for Western coal, volume grew steadily and in 2005, the Joint Line capacity had grown to handle an all-time record 325 million tons. These improvements will enable the Joint Line to handle in excess of 400 million tons of coal.

Coal-fired power generating technology has improved considerably over the last 20 years. With coal processing technology advances, future coal power systems will be dramatically cleaner and more efficient than plants based on older technologies. Coal is also relatively inexpensive compared to natural gas, which has had highly erratic prices the last few years, and oil, which is used as a fuel source on a rather limited basis. Coal is viewed as one of the best sources of clean, economical fuel to power the needs of North America and reduce its dependency on foreign oil.

About Burlington Northern Santa Fe Corporation

Burlington Northern Santa Fe Corporation's subsidiary BNSF Railway Company operates one of the largest railroad networks in North America, with about 32,000 route miles in 28 states and two Canadian provinces. The railway is among the world's top transporters of intermodal traffic, moves more grain than any other American railroad, transports the components of many of the products we depend on daily, and hauls enough low-sulphur coal to generate about ten percent of the electricity produced in the United States. BNSF is an industry leader in Web-enabling a variety of customer transactions at www.bnsf.com.

About Union Pacific Corporation

Union Pacific Corporation owns one of America's leading transportation companies. Its principal operating company, Union Pacific Railroad, links 23 states in the western two-thirds of the country and serves the fastest-growing U.S. population centers. Union Pacific's diversified business mix includes Agricultural Products, Automotive, Chemicals, Energy, Industrial Products and Intermodal. The railroad offers competitive long-haul routes from all major West Coast and Gulf Coast ports to eastern gateways. Union Pacific connects with Canada’s rail systems and is the only railroad serving all six major gateways to Mexico, making it North America’s premier rail franchise.

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James Barnes
Director Media Information
Corporate Relations
(402) 544-3560

Richard Russack
Vice President
Corporate Relations
(817) 867-6425

This press release may contain statements that are not historical facts.  These statements are or will be forward-looking statements, as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934.  Statements and related information in this report, including those regarding the costs and expected completion dates of various projects to expand capacity on the SPRB Joint Line and operational plans to improve coal hauling capacity are forward looking statements.  Forward-looking statements should not be read or construed as a guarantee of future performance or results and will not necessarily be accurate indications of the times that, or by which, such performance or results will be achieved.  Forward-looking statements and related information are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.  Information regarding risk factors and other cautionary information that are relevant to Union Pacific and BNSF Railway Company, respectively, are contained in the securities filings made by these companies (or their parent entities) with the Securities and Exchange Commission (SEC), including their respective annual reports on Form 10-K for 2005.  These filings are available on the SEC’s website at www.sec.gov, and these filings are also available on the websites of each of the companies.   Forward-looking statements speak only as of the date the statements were made. Union Pacific and BNSF Railway Company do not assume any joint or individual obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking statements and information.

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