December 2, 2002

Mr. Thomas Carney
Vice President and General Counsel
Dgd.
100 Phoenix Dr
Ann Arbor MI 48108-2202

Dear Mr. Carney:

Thank you for your letter regarding the upcoming negotiations for the Borders Store #27. There was some confusion in that I will be the lead negotiator and the communications should come thru me.

My style is to be fairly direct, so let me just clarify why I wrote to Mr. Josefowicz. I have read through volumes of information relative to the negotiations that took place in 1997 and 1998. There is a fairly clear and consistent pattern to the bargaining. Without passing judgement, I will let the outcomes speak for themselves.

I would be less than honest to say they were positive for the workers in those stores. That is troubling, and not a mistake I want to repeat. I also realize the precarious position you are in. Those two factors almost insure a fairly challenging and spirited set of talks. I know the Jackson Lewis folks are �good� at what they do, and frankly I hate to �lose�.

Let me be very clear, our intention is to make these negotiations as transparent as possible. The visibility of these discussions will be like no one has ever seen. That can be very good or very bad, depending on how we all act at the table. We will come prepared to move to a fair settlement, of course that may well be a matter of perspective.

To the earlier point, I will work within your contact structure, as long as we are moving forward. If not, I will not hesitate to communicate with Greg or anyone else who is interested in what is happening.

If you have any questions or concerns, please feel free to contact me at 651-451-6240.

Sincerely,

Bill Pearson
President
UFCW Local 789

cc: A number of interested observers

WGP/gf
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