This confirms your brief conversation with my colleague Tom Simmons.  We
represent Rob Krebs and Matt Rose at Burlington Northern Santa Fe and would
like to discuss you giving consideration to joining their Board of
Directors.  Of course, you know Marc Shapiro of J.P. Morgan Chase, Ed
Whitacre of SBC, and Steven Whisler of Phelps Dodge who are on that Board.

If your assistant could call Cindy Langford in my office (214/672-5205) to
arrange a date and time for us to talk, I will fill you in on more details.
Thanks for your consideration.

Dan


Dan Cruse
Vice Chairman
Spencer Stuart
*VOICE (214) 672-5200
 * FAX (214) 672-5299
*E-MAIL dcruse@spencerstuart.com
Internet:  http://www.spencerstuart.com