burlington northern santa fe 10K corp 2008 exhibits

E-1

Burlington Northern Santa Fe Corporation and Subsidiaries

Exhibit Index

Incorporated by Reference

(if applicable)

Exhibit Number and Description Form File Date File No. Exhibit

(3) Articles of Incorporation and Bylaws

3.1 Amended and Restated Certificate of Incorporation of Burlington Northern Santa Fe Corporation, dated December 21, 1994, as amended.

10-Q 8/13/1998 1-11535 3.1

3.2 By-Laws of Burlington Northern Santa Fe Corporation, as amended and restated, dated December 11, 2008.

8-K 12/12/2008 1-11535 3.1

(4) Instruments defining the rights of security holders, including indentures

4.1 Indenture, dated as of December 1, 1995, between BNSF and The First National Bank of Chicago, as Trustee.

S-3 2/8/1999 333-72013 4

4.2 Form of BNSF’s 6 1/8% Notes Due March 15, 2009. 10-K 3/31/1999 1-11535 4.2

4.3 Form of BNSF’s 6 3/4% Debentures Due March 15, 2029.

10-K 3/31/1999 1-11535 4.3

4.4 Form of BNSF’s 6.70% Debentures Due August 1, 2028.

10-K 3/31/1999 1-11535 4.4

4.5 Form of BNSF’s 8.125% Debentures Due April 15, 2020.

10-K 2/12/2001 1-11535 4.5

4.6 Form of BNSF’s 7.95% Debentures Due August 15, 2030.

10-K 2/12/2001 1-11535 4.6

4.7 Form of BNSF’s 6.75% Notes Due July 15, 2011. 10-Q 8/3/2001 1-11535 4.1

4.8 Form of BNSF’s 5.90% Notes Due July 1, 2012. 10-Q 8/9/2002 1-11535 4.1

4.9 Officers’ Certificate of Determination as to the terms of BNSF’s 4.875% Notes Due January 15, 2015, including Exhibit A thereto, the form of the Notes.

8-K 12/9/2004 1-11535 4.1

4.10 Indenture, dated as of December 8, 2005, between BNSF and U.S. Bank Trust National Association, as Trustee.

S-3 ASR 12/8/2005 333-130214 4.1

4.11 Certificate of Trust of BNSF Funding Trust I, executed and filed by U.S. Bank Trust National Association, Linda Hurt and James Gallegos, as Trustees.

S-3 ASR 12/8/2005 333-130214 4.3

4.12 Amended and Restated Declaration of Trust of BNSF Funding Trust I, dated as of December 15, 2005.

8-K 12/15/2005 1-11535 4.4

4.13 Guarantee Agreement between BNSF and U.S. Bank Trust National Association, as Guarantee Trustee, dated as of December 15, 2005.

8-K 12/15/2005 1-11535 4.5

4.14 First Supplemental Indenture, dated as of December 15, 2005, between BNSF and U.S. Bank Trust National Association, as Trustee.

8-K 12/15/2005 1-11535 4.6

4.15 Agreement as to Expenses and Liabilities dated as of December 15, 2005, between BNSF and BNSF Funding Trust I.

8-K 12/15/2005 1-11535 4.4 (Exhibit C)

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(if applicable)


4.16 Form of BNSF Funding Trust I’s 6.613% Trust Preferred Securities.

8-K 12/15/2005 1-11535 4.4 (Exhibit D)

4.17 Officer’s Certificate of Determination as to the terms of BNSF’s 6.20% Debentures Due August 15, 2036, including the form of the Debentures.

10-Q 10/24/2006 1-11535 4.1

4.18 First Supplemental Indenture, dated as of April 13, 2007, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe Corporation and Bank of New York Trust Company, N.A., as Trustee.

8-K 4/13/2007 1-11535 4.1

4.19 Officer’s Certificate of Determination as to the terms of BNSF’s 5.65% Debentures due May 1, 2017 and 6.15% Debentures Due May 1, 2037, including the forms of the Debentures.

8-K 4/13/2007 1-11535 4.2

4.20 Second Supplemental Indenture, dated as of March 14, 2008, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe Corporation and Bank of New York Mellon Trust Company, N.A., as Trustee.

8-K 3/14/2008 1-11535 4.1

4.21 Officer’s Certificate of Determination as to the terms of BNSF’s 5.75% Notes due March 18, 2018, including the form of the Notes.

8-K 3/14/2008 1-11535 4.2

4.22 Third Supplemental Indenture, dated as of December 3, 2008, to Indenture dated as of December 1, 1995, between Burlington Northern Santa Fe Corporation and Bank of New York Mellon Trust Company, N.A., as Trustee.

8-K 12/3/2008 1-11535 4.1

4.23 Officer’s Certificate of Determination as to the terms of BNSF’s 7.00% Debentures due February 1, 2014.

8-K 12/3/2008 1-11535 4.2

Certain instruments evidencing long-term indebtedness of BNSF are not being filed as exhibits to this Report because the total amount of securities authorized under any single such instrument does not exceed 10% of BNSF’s total assets. BNSF will furnish copies of any material instruments upon request of the Securities and Exchange Commission.

(10) Material Contracts

10.1 Burlington Northern Santa Fe Non-Employee Directors’ Stock Plan, as amended and restated February 13, 2008.*

10-K 2/15/2008 1-11535 10.1

10.2 Form of Burlington Northern Santa Fe Non-Employee Directors’ Stock Plan Director’s Restricted Stock Unit Award Agreement.*

8-K 5/23/2005 1-11535 10.1

10.3 BNSF Railway Company Incentive Compensation Plan, as amended and restated February 12, 2009.* ‡

10.4 Burlington Northern Santa Fe Corporation Deferred Compensation Plan, as amended and restated effective December 9, 2004.*

10-K 2/16/2007 1-11535 10.5

10.5 Burlington Northern Santa Fe Corporation Senior Management Stock Deferral Plan, as amended and restated effective January 1, 2008.*

10-K 2/15/2008 1-11535 10.5

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(if applicable)


10.6 Burlington Northern Santa Fe Incentive Bonus Stock Program, as amended and restated effective September 14, 2005.*

8-K 9/19/2005 1-11535 10.1

10.7 Burlington Northern Santa Fe 1996 Stock Incentive Plan, as amended and restated December 11, 2008.* ‡

10.8 The Burlington Northern Santa Fe Supplemental Retirement Plan, as amended and restated effective January 1, 2005 and further amended through October20, 2008.* ‡

10.9 Retirement Benefit Agreement between BNSF and Matthew K. Rose, as amended and restated September 21, 2006.*

10-Q 10/24/2006 1-11535 10.5

10.10 Retirement Benefit Agreement, dated January 16, 2003, between BNSF and John P. Lanigan.*

10-K 2/13/2004 1-11535 10.29

10.11 Special Cash Award Retention Agreement, dated October 9, 2008, between BNSF Railway Company and Peter J. Rickershauser.*

10-Q 10/24/2008 1-11535 10.1

10.12 Form of BNSF Change-in-Control Agreement, as amended and restated December 6, 2007 and effective December 31, 2007 (applicable to Messrs. Rose, Hund, Ice, Lanigan, and Nober and two other executive officers).*

10-K 2/15/2008 1-11535 10.12

10.13 Burlington Northern Santa Fe Corporation Supplemental Investment and Retirement Plan, as amended and restated effective January 1, 2005 as further amended November 4, 2008.* ‡

10.14 Burlington Northern Inc. Director’s Charitable Award Program as amended and restated, effective January 1, 2009.* ‡

10.15 Burlington Northern Santa Fe Salary Exchange Option Program, as amended and restated October 1, 2004.*

10-K 2/15/2005 1-11535 10.18

10.16 Burlington Northern Santa Fe 1999 Stock Incentive Plan, as amended and restated December 11, 2008.*‡

10.17 Form of 1999 Stock Incentive Plan Stock Option Award Agreement.*

10-K 2/15/2008 1-11535 10.17

10.18 Form of 1999 Stock Incentive Plan Restricted Stock Unit Award Agreement.*

10-K 2/15/2008 1-11535 10.18

10.19 Form of 1999 Stock Incentive Plan Reload Stock Option Agreement.*

10-K 2/15/2008 1-11535 10.19

10.20 Form of 1999 Stock Incentive Plan Special Retention Restricted Stock Unit Award Agreement.*

10-K 2/15/2008 1-11535 10.20

10.21 Form of 1999 Stock Incentive Plan Performance-Based Restricted Stock Unit Award Agreement.*

10-K 2/15/2008 1-11535 10.21

10.22 Form of 1999 Stock Incentive Plan Performance Stock Award Agreement.*

10-K 2/15/2008 1-11535 10.22

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(if applicable)


10.23 Amended and Restated Benefits Protection Trust Agreement by and between Burlington Northern Santa Fe Corporation and Wachovia Bank, dated January 8, 2008.*

10-K 2/15/2008 1-11535 10.23

10.24 Burlington Northern Santa Fe Directors’ Retirement Plan.*

10-K 4/1/1996 1-11535 10.27

10.24.1 Termination of Burlington Northern Santa Fe Directors’ Retirement Plan, dated July 17, 2003.*

10-K 2/16/2007 1-11535 10.31.1

10.25 Form of Indemnification Agreement dated as of September 17, 1998, entered into between BNSF and directors.*

10-K 3/31/1999 1-11535 10.37

10.26 Form of Indemnification Agreement dated as of September 17, 1998, entered into between BNSF and certain officers, including Messrs. Rose, Hund, Ice, Lanigan, Nober and two other executive officers.*

10-K 3/31/1999 1-11535 10.38

10.27 Burlington Northern Santa Fe 2005 Deferred Compensation Plan for Non-Employee Directors, as amended and restated December 11, 2008.* ‡

10.28 Burlington Northern Santa Fe Deferred Compensation Plan for Directors, as amended and restated December 9, 2004.*

10-K 2/16/2007 1-11535 10.35

10.29 Replacement Capital Covenant, dated as of December 15, 2005, by BNSF in favor of and for the benefit of each Covered Debtholder (as defined therein).

10-K 2/17/2006 1-11535 10.41

(12) Statements re: Computation of Ratios

12.1 Computation of Ratio of Earnings to Fixed Charges. ‡

(21) Subsidiaries of the registrant

21.1 Subsidiaries of BNSF. ‡

(23) Consents of experts and counsel

23.1 Consent of PricewaterhouseCoopers LLP. ‡

(24) Power of Attorney

24.1 Power of Attorney. ‡

(31) Rule 13a-14(a)/15d-14(a) Certifications

31.1 Principal Executive Officer’s Certifications Pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002). ‡

31.2 Principal Financial Officer’s Certifications Pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002). ‡

(32) Section 1350 Certifications

32.1 Certification Pursuant to Rule 13a-14(b) and 18 U.S.C. § 1350 (Section 906 of the Sarbanes-Oxley Act of 2002). ‡

(99) Additional Exhibits

99.1 Certification Pursuant to Section 303A.12 of the New York Stock Exchange Listed Company Manual. ‡

* Management contract or compensatory plan ‡ Filed herewith

Exhibit 10.3 Amended and Restated February 12, 2009

BNSF RAILWAY COMPANY

INCENTIVE COMPENSATION PLAN

1.0 OBJECTIVE The BNSF Railway Company (“BNSF Railway” or the “Company”) Incentive Compensation Plan (“ICP” or the “Plan”) has as its objective to:

1.1 Communicate and focus attention on key BNSF Railway business goals.

1.2 Identify and reward superior performance.

1.3 Provide a competitive compensation package to attract and retain high quality employees.

2.0 ADMINISTRATION The ICP Committee shall provide overall administration of the Plan. The ICP Committee shall be comprised of the Chief Executive Officer, the Executive Vice President and Chief Financial Officer, the Executive Vice President Law and Secretary, and the Vice President-Human Resources and Medical. The ICP Committee will have discretionary authority to review and approve any changes in eligibility, levels of participation, incentive opportunity, basis for award determination, performance objectives, and other necessary changes, subject to other requirements of the Plan; provided, however, that the Chief Executive Officer may approve incentive opportunities, including, but not limited to, ICP target levels, for certain employees subject to Section 5.2 and 6.3 of this Plan. Review and approval of Plan details will be performed on an annual basis. The ICP Committee will appoint a plan administrator whose responsibility to the ICP Committee will include:

2.1 Establishment of procedures for the Plan operation.

2.2 Timely and effective management of the day-to-day operations of the Plan.

2.3 Performance of periodic analyses to ensure the Plan’s effectiveness. 3.0 ELIGIBILITY All regularly assigned, active salaried employees of BNSF Railway and its rail subsidiaries shall be eligible to participate in the ICP subject to the discretion of the ICP Committee. Employees hired into a salaried position after October 1 of any calendar year will not be eligible until the next calendar year. The ICP Committee shall designate an employee’s level of participation. The extent of participation in the ICP may vary according to the employee’s level of responsibility.

3.1 ICP eligibility of newly hired salaried employees or scheduled employees promoted to a salaried position will be treated as follows:

3.1.1 A new employee hired into an eligible position on or before October 1 will be eligible to participate in the current calendar year. 3.1.2 A scheduled employee promoted to a regularly assigned salaried position on or before October 1 will be eligible to participate in the current calendar year.

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3.1.3 The ICP award for a new salaried employee or a scheduled employee promoted into an eligible position for the first time, on or before October 1, will be prorated based upon the number of days worked in active service in the eligible position.

3.2 Promotions, transfers, and assignments of active employees to temporary, part-time, red-circle or other similar salary band continuation status will be treated in the following manner:

3.2.1 A scheduled employee placed on temporary assignment to a salaried position will not be eligible for an ICP payout. 3.2.2 A regularly-assigned salaried employee placed on a temporary assignment to another salaried position of a higher salary band will maintain his/her regularly assigned position’s ICP participation level. 3.2.3 A regularly-assigned salaried employee promoted (or demoted) from one position to another with a higher (or lower) ICP participation level will have his/her ICP award calculated on a pro-rata basis for the number of days employed at each level. 3.2.4 A regularly-assigned salaried employee who is assigned for all or a portion of the year to a part-time position will have his/her ICP award calculated on a pro-rata basis for the number of days employed at each ICP participation level and full-time-equivalency level. 3.2.5 A regularly-assigned salaried employee who has red-circle or other similar salary band continuation status at a higher salary band will have his/her ICP award calculated on a pro-rata basis at the ICP participation level of the higher salary band for the number of days of red-circle or other similar salary band continuation status and at the ICP participation level of the assigned band for the number of days without such status.

3.3 ICP eligibility with respect to voluntary and involuntary separation will be determined as follows:

3.3.1 VOLUNTARY RESIGNATIONS

3.3.1 (a) If a participating employee voluntarily resigns after December 31, but before award payout, the amount that would have otherwise been received had there been no resignation will be paid to the employee. 3.3.1 (b) If a participating employee voluntarily resigns on or before December 31, and is not eligible for participation in a company-sponsored severance program, the employee forfeits all rights to an ICP award. 3.3.1 (c) If a participating employee voluntarily resigns in conjunction with a Company-sponsored severance program, the participant is eligible to receive a pro-rata share of the ICP award he/she would otherwise have earned based upon the number of days worked in active service during the severance year. 3.3.2 INVOLUNTARY SEPARATION 3.3.2 (a) If a participating employee is terminated for cause, the participant forfeits all rights to an ICP award. Cause shall be defined by the ICP Committee. 3.3.2 (b) If a participating employee is terminated at the discretion of the Company as part of a Company-sponsored severance program and other than for cause, the participant is eligible to receive a pro-rata share of the ICP award he/she would otherwise

Exhibit 10.3

3

have earned based upon the number of days worked in active service during the severance year.

3.4 ICP eligibility with respect to the following events will be determined as indicated.

3.4.1 Retirement — The participant is eligible to receive a pro-rata share of the ICP award he/she would otherwise have earned based upon the number of days’ service prior to retirement. 3.4.2 Disability — A participating employee on short-term disability is eligible to receive the full ICP payout. A participating employee who is placed on long-term disability (“LTD”) is eligible to receive a pro-rata share of the ICP award he/she would have earned based upon the number of days’ of otherwise eligible service accrued prior to being placed on LTD. No ICP eligibility accrues for any employee while on LTD, but eligibility will be reinstated should the employee be removed from LTD and return to an active, regularly-assigned salaried position. 3.4.3 Medical Leave — A participating employee on short-term paid medical leave is eligible to receive the full ICP payout. An employee on unpaid medical leave will be ineligible to receive an ICP payout for those days comprising the unpaid medical leave period. The employee will receive a pro-rata ICP payout based upon the total of all otherwise eligible salaried service during the year, excluding the days on unpaid medical leave of absence. 3.4.4 Suspension — A participating employee suspended (without pay) for disciplinary reasons is ineligible to receive an ICP payout for any and all days comprising the suspension period. 3.4.5 Leave of Absence with Pay — A participating employee on leave of absence with pay is entitled to receive the full ICP payout. 3.4.6 Leave of Absence without Pay — A participating employee on leave of absence without pay will be ineligible to receive an ICP payout for those days comprising the unpaid leave period. The employee will receive a pro-rata ICP payout based upon the total of all otherwise eligible salaried service during the year, excluding the days on unpaid leave of absence. 3.4.7 Military Leave — A participating employee on paid military leave is entitled to the full ICP payout. An employee on unpaid military leave will be ineligible to receive an ICP payout for those days comprising the unpaid military leave period. The employee will receive a pro-rata ICP payout based upon the total of all otherwise eligible salaried service during the year, excluding the days on unpaid military leave of absence.

3.4.8 Death — A pro-rata share of the ICP award the participant would otherwise have earned will be paid to the deceased employee’s estate based upon the total number of days of eligible service during the award year. 3.4.9 Seniority Exercise — A participating employee who exercises his/her seniority at any time during the year forfeits all rights to an ICP award for that year except under circumstances when an employee exercises seniority in lieu of a severance package which had been offered to the employee. 3.4.10 Position Abolishment — If the Company abolishes a participating salaried employee’s position and the Company offers a severance package, the participant is eligible to receive a pro-rata share of the ICP award he/she would otherwise have earned based upon the number of days’ service prior to abolishment.

Exhibit 10.3

4

3.4.11 The ICP Committee may, at its discretion, decide to pay all or a portion of the award a participant would otherwise have earned when termination occurs under any subsection to Section 3.0 ELIGIBILITY.

For purposes of Section 3.0, a pro-rata share of the ICP award a participant would otherwise have earned shall be based upon the nearest whole number of days in active service during the award year. Performance awards for eligible persons terminating employment during the award year shall be based on actual Company and individual performance through the full year and will be payable at the payment date for continuing employees.

4.0 INCENTIVE OPPORTUNITIES The incentive awards will be designed to reflect the position’s impact on BNSF Railway performance and will provide incentives that are in line with key competitors. Incentive levels will be determined and communicated to employees on an annual basis. 5.0 PERFORMANCE OBJECTIVES Payments of ICP awards shall be based on performance measured against objectives established by the Compensation and Development Committee of the Board of Directors of Burlington Northern Santa Fe Corporation (“BNSF Corporation”).

5.1 COMPANY-WIDE GOALS

Company-wide performance objectives shall be established at the beginning of each year for BNSF Railway.

5.2 PERFORMANCE-BASED COMPENSATION

The Compensation and Development Committee of the BNSF Corporation Board of Directors may designate an ICP award granted to any participating employee as Performance-Based Compensation. To the extent required by Code section 162(m), any such ICP award so designated shall be conditioned on the achievement of one or more Performance Measures, as selected by such committee, and any ICP award intended to be Performance-Based Compensation shall not be paid prior to certification of the achievement by such committee. For ICP awards under this subsection 5.2 intended to be Performance-Based Compensation, (i) the grant of the awards and the establishment of the Performance Measures shall be made during the period required under Code section 162(m); (ii) the provisions of the Plan shall not apply to any ICP award to the extent that the application of such provision would cause the award to no longer satisfy the requirements of Code section 162(m); and (iii) such Committee shall have the authority and discretion to reduce the amount of any ICP award designated as Performance-Based Compensation at any time prior to payment of the award, with the reduction to be based on such factors and criteria as the Committee determines to be relevant.

5.2.1 For ICP Awards that are intended to be Performance-Based Compensation, the maximum amount payable to any participating employee with respect to any calendar year shall equal $5 million. 5.2.2 The term “Performance-Based Compensation” shall have the meaning ascribed to it under Code section 162(m) and the regulations thereunder. 5.2.3 The “Performance Measures” shall be based on any one or more of the following Company, Subsidiary, operating unit or division performance measures: net income, earnings per share, safety, on-time train performance, velocity, return on investment, operating income, operating ratio, cash flow, return on assets, stockholders return,

Exhibit 10.3

5

revenue, customer satisfaction, and return on equity, or any combination thereof. Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders equity and/or shares outstanding, investments or to assets or net assets. 5.2.4 The term “Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.

6.0 PERFORMANCE Company performance will be reviewed each quarter when quarterly financial and operating results are available. The determination and distribution of awards will occur as soon as practicable after the compilation of the full year results. Senior management and the ICP Committee shall have the discretion to apply judgment to their performance evaluation at the company and individual performance levels. Performance shall be evaluated in light of opportunities and conditions prevailing during the measurement period.

6.1 The ICP Committee shall approve all awards except as described in Section 6.3. 6.2 Subject to Section 6.3, the ICP Committee has the discretion of increasing or decreasing individual or collective awards on any basis including the following considerations:

6.2.1 BNSF Railway performance relative to its competitors. 6.2.2 Long term as well as short term performance considerations. 6.2.3 Unforeseen opportunities and obstacles. 6.2.4 The ICP Committee’s judgment of BNSF Railway and individual performance.

6.3 The awards of all executive officers of BNSF Railway who are also executive officers of BNSF Corporation shall be approved in accordance with the Burlington Northern Santa Fe Corporation Compensation and Development Committee Charter.

7.0 AWARD PAYMENT The ICP Committee will select the payment date at its discretion as soon as practicable after the close of the year and completion of performance evaluations, provided, however, that the payment date shall be no later than the 15th day of the third month following the close of the year unless unforeseeable events make it impractical to make the payments by such date. ICP awards are subject to all usual tax and withholding requirements.

To the extent that the Plan and the awards under the Plan are subject to the rules applicable to nonqualified deferred compensation plans under section 409A of the Code, such portion of the Plan and such awards are not intended to result in acceleration of income recognition or imposition of penalty taxes by reason of section 409A, and the terms of such portion of the Plan and such awards shall be interpreted in a manner (and such portion of the Plan and such awards will be amended to the extent determined necessary or appropriate by the Committee) to avoid such acceleration and penalties.

NOTE: Annual ICP awards under the Plan shall not exceed 200% of the target award set for the year, beginning with awards earned in 2008. If the Company fails to meet its financial threshold objectives, then no ICP awards (companywide or individual) shall be due or payable for that year above 200 percent

Exhibit 10.3

6

of target for each non-financial measure except to the extent that the ICP Committee shall decide, in its discretion, that ICP awards shall nevertheless be paid above that level (provided, however, that with respect to any employees who are executive officers of BNSF Corporation, the Compensation and Development Committee and the Board of Directors of BNSF Corporation must concur in this decision, provided, however, that in the case of the Chief Executive Officer, only the independent directors on the BNSF Corporation Board of Directors must concur in this decision). 8.0 COMMUNICATIONS The Plan administrator, under the direction of the ICP Committee, shall be responsible for maintaining records and communicating information concerning the ICP. 9.0 TERMINATION OR AMENDMENT The ICP shall remain in effect until terminated or ended by the Board of Directors or the ICP Committee. However, if a Change in Control shall have occurred during the term of this Plan, this Plan shall continue in effect through the end of the year in which such Change in Control occurred, during which time the Company is contractually bound to maintain the Plan, and provided further that the membership of the Committee cannot be changed during such period. A “Change in Control” shall be deemed to have occurred if:

(a) any “person”, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than BNSF Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of BNSF Corporation, or any company owned, directly or indirectly, by the stockholders of BNSF Corporation in substantially the same proportions as their ownership of stock of BNSF Corporation), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of BNSF Corporation representing 25% or more of the combined voting power of BNSF Corporation’s then outstanding securities;

(b) during any period of two consecutive years (not including any period prior to the effective date of this provision), individuals who at the beginning of such period constitute the Board of BNSF Corporation, and any new director (other than a director designated by a person who has entered into an agreement with BNSF Corporation to effect a transaction described in clause (a), (c) or (d) of this definition) whose election by the Board of BNSF Corporation or nomination for election by BNSF Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c) the stockholders of BNSF Corporation approve a merger or consolidation of BNSF Corporation with any other company other than (i) a merger or consolidation which would result in the voting securities of BNSF Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of BNSF Corporation (or such surviving entity) outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of BNSF Corporation (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 25% of the combined voting power of BNSF Corporation’s then outstanding securities; or

(d) the stockholders of BNSF Corporation adopt a plan of complete liquidation of BNSF Corporation or approve an agreement for the sale or disposition by BNSF Corporation of all or substantially all of BNSF Corporation’s assets. For purposes of this clause (d), the term “the sale or disposition by BNSF Corporation of all or substantially all of BNSF Corporation’s assets” shall mean a sale or other disposition transaction or series of related transactions involving assets of

Exhibit 10.3

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BNSF Corporation or of any direct or indirect subsidiary of BNSF Corporation (including the stock of any direct or indirect subsidiary of BNSF Corporation) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefore or by such other method as the Board of Directors of BNSF Corporation determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the fair market value of BNSF Corporation (as hereinafter defined). For purposes of the preceding sentence, the “fair market value of BNSF Corporation” shall be the aggregate market value of BNSF Corporation’s outstanding shares of common stock (on a fully diluted basis) plus the aggregate market value of BNSF Corporation’s other outstanding equity securities. The aggregate market value of the shares of BNSF Corporation’s common stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the “Transaction Date”) shall be determined by the average closing price for BNSF Corporation’s common stock for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of BNSF Corporation shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the shares of BNSF Corporation’s common stock or by such other method as the Board of Directors of BNSF Corporation shall determine is appropriate.

Subject to Section 9.0 hereof, BNSF Railway and its subsidiaries reserve the right to change Plan provisions or terminate the Plan at any time.

10.0 EFFECTIVE DATE This Amended and Restated ICP is effective February 12, 2009.

11.0 NON-DUPLICATION OF BENEFITS The ICP is in place of the Burlington Northern Santa Fe Incentive Compensation Plan effective as of January 1, 1996, and there shall be no duplication of benefits under such plan and the ICP.

Exhibit 10.3

Exhibit 10.7 Amended and Restated December 11, 2008

BURLINGTON NORTHERN SANTA FE 1996 STOCK INCENTIVE PLAN

SECTION 1

STATEMENT OF PURPOSE

1.1. The BURLINGTON NORTHERN SANTA FE CORPORATION 1996 STOCK INCENTIVE PLAN (the "Plan") has been established by BURLINGTON NORTHERN SANTA FE CORPORATION (the "Company") to:

(a) attract and retain executive, managerial and other salaried employees;

(b) motivate participating employees, by means of appropriate incentives, to achieve long-range goals;

(c) provide incentive compensation opportunities that are competitive with those of other major corporations; and

(d) further identify a Participant's interests with those of the Company's other

stockholders through compensation that is based on the Company's common stock;

and thereby promote long-term financial interest of the Company and the Related Companies, including the growth in value of the Company's equity and enhancement of long-term stockholder return.

SECTION 2

DEFINITIONS

2.1. Unless the context indicates otherwise, the following terms shall have the meanings set forth below:

(a) Affiliate. “Affiliate” shall mean all persons with whom the Company is considered to be a single employer under section 414 (b) of the Code and all persons with whom the Company would be considered a single employer under section 414 (c) of the Code.

(b) Award. The term "Award" shall mean any award or benefit granted to any

Participant under the Plan, including, without limitation, the grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Stock, Stock acquired through purchase under Section 12, or Performance Units.

(c) Board. The term "Board" shall mean the Board of Directors of the Company.

(d) Cause. The term "Cause" shall mean (a) the willful and continued failure by the Participant to substantially perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness), or (b) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company, monetarily or other-wise. For purposes of this definition, no act, or failure to act, shall be deemed "willful" unless done, or omitted to be done, by the Participant not in good

2

faith and without reasonable belief that his action or omission was in the best interest of the Company.

(e) Change in Control. A "Change in Control" shall be deemed to have occurred if:

(1) any "person" as such term is used in Sections 13(d) and 14(d) of the

Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities;

(2) during any period of two consecutive years (not including any period prior to the effective date of this provision), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (1), (3) or (4) of this definition) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(3) the stockholders of the Company approve a merger or consolidation of

the Company with any other company other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 25% of the combined voting power of the Company's then outstanding securities; or

(4) the stockholders of the Company adopt a plan of complete liquidation

of the Company or approve an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. For purposes of this clause (4), the term "the sale or disposition by the Company of all or substantially all of the Company's assets" shall mean a sale or other disposition transaction or series of related transactions involving assets of the company or of any direct or indirect subsidiary of the Company (including the stock of any direct or indirect subsidiary of the Company) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the

Exhibit 10.7

3

purchase price being paid therefor or by such other method as the Board of Directors of the Company determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the fair market value of the Company (as hereinafter defined). For purposes of the preceding sentence, the "fair market value of the Company" shall be the aggregate market value of the outstanding shares of Stock (on a fully diluted basis) plus the aggregate market value of the Company's other outstanding equity securities. The aggregate market value of the shares of Stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series or related transactions (the "Transaction Date") shall be determined by the average closing price of the shares of Stock for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of the Company shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the shares of Stock or by such other method as the Board of Directors of the Company shall determine is appropriate.

Notwithstanding the foregoing, a merger, consolidation, acquisition of common control, or business combination of the Company and a Class I Railroad or a holding company of a Class I Railroad that is approved by the Board shall not constitute a "Change in Control" unless the Board makes a determination that the transaction shall constitute a "Change in Control".

(f) Code. The term "Code" means the Internal Revenue Code of 1986, as

amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.

(g) Date of Termination. “Date of Termination” shall mean “separation from

service” (within the meaning of Section 409A of the Code). (h) Deferred Compensation. Payments or benefits that would be considered to be

provided under a nonqualified deferred compensation plan as that term is defined in Treas. Reg. §1.409A-1.

(i) Disability. Except as otherwise provided by the Committee, a Participant shall

be considered to have a "Disability" during the period in which he is unable, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the discretion of the Committee, is expected to have a duration of not less than 120 days.

(j) Employee. The term "Employee" shall mean a person with an employment

relationship with the Company or a Related Company. (k) Employer. The Company and each Related Company which, with the consent

of the Company, participates in the Plan for the benefit of its eligible employees are referred to collectively as the "Employers" and individually as an "Employer".

Exhibit 10.7

4

(l) Fair Market Value. The "Fair Market Value" of the Stock shall be the mean between the highest and lowest quoted sales prices of a share of Common Stock on the New York Stock Exchange Composite Transaction Report; provided, that if there were no sales on the valuation date but there were sales on dates within a reasonable period both before and after the valuation date, the Fair Market Value is the weighted average of the means between the highest and lowest sales on the nearest date before and the nearest date after the valuation date. The average is to be weighed inversely by the respective numbers of trading days between the selling dates and the valuation date and shall be determined in good faith by the Committee. In any event the determination of “Fair Market Value” shall be consistent with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(iv)(A).

(m) Immediate Family. With respect to a particular Participant, the term

"Immediate Family" shall mean the Participant's spouse, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren.

(n) Option. The term "Option" shall mean any Incentive Stock Option or Non-

Qualified Stock Option granted under the Plan.

(o) Participant. The term "Participant" means an Employee who has been granted an award under the Plan.

(p) Performance-Based Compensation. The term "Performance-Based

Compensation" shall have the meaning ascribed to it in section 162(m)(4)(C) of the Code.

(q) Performance Period. The term "Performance Period" shall mean the period

over which applicable performance is to be measured. (r) Qualified Retirement Plan. The term "Qualified Retirement Plan" means any

plan of the Company or a Related Company that is intended to be qualified under section 401(a) of the Code.

(s) Related Companies. The term "Related Company" means any company

during any period in which it is a "subsidiary corporation" (as that term is defined in Code section 424(f)) with respect to the Company.

(t) Restricted Period. The term "Restricted Period" shall mean the period of time

for which Restricted Stock is subject to forfeiture pursuant to the Plan or during which Options and Stock Appreciation Rights are not exercisable.

(u) Retirement. "Retirement" of a Participant shall mean the occurrence of a

Participant's Date of Termination under circumstances that constitute a retirement at normal requirement age under the terms of the Qualified Retirement Plan of an Employer or Related Company that is extended to the Participant immediately prior to the Participant's Date of Termination or, if no such plan is extended to the Participant on his Date of Termination, under the terms of any applicable retirement policy of the Participant's employer provided, that in respect to grants made on or after January 1, 1999, the following definition shall apply:

Exhibit 10.7

5

Retirement. “Retirement” of a Participant shall mean the occurrence of a Participant’s Date of Termination under circumstances that constitute a retirement with immediate eligibility for benefits under Article 6 or Article 7 of the Burlington Northern Santa Fe Retirement Plan, or under the terms of a Qualified Retirement Plan of an Employer or Related Company that is extended to the Participant immediately prior to the Participant’s Date of Termination, or if no such plan is extended to the Participant on his Date of Termination, under the terms of any applicable retirement policy of the Participant’s employer.

(v) SEC. "SEC" shall mean the United States Securities and Exchange

Commission. (x) Specified Employee. “Specified Employee” shall be defined in accordance with

Treas. Reg. §1.409A-1(i) and such rules as may be established by the Chief Executive Officer of the Corporation or his or her delegate from time to time.

(y) Stock. The term "Stock" shall mean shares of common stock of the

Company.

SECTION 3

ELIGIBILITY

3.1. Subject to the discretion of the Committee and the terms and conditions of the Plan, the Committee shall determine and designate from time to time, from among the salaried, full-time officers and employees of the Employers those Employees who will be granted one or more awards under the Plan.

SECTION 4

OPERATION AND ADMINISTRATION

4.1. Subject to the approval of the stockholders of the Company at the Company's

1996 annual meeting of the stockholders, the Plan shall be effective as of January 1, 1996 ("Effective Date"), provided however, that any awards made under the Plan prior to approval by stockholders, shall be contingent on approval of the Plan by stockholders of the Company and all dividends on Awards shall be held by the Company and paid only upon such approval and all other rights of a Participant in connection with an Award shall not be effective until such approval is obtained. The Plan shall be unlimited and remain in effect until termination by the Board, provided however, that no Incentive Stock Options may be granted under the Plan on a date that is more than ten years from the Effective Date or, if earlier, the date the Plan is adopted by the Board.

4.2. The Plan shall be administered by the Compensation Committee of the Board

which shall be selected by the Board, shall consist of members of the Board who are not employees of the Company and are not eligible to participate in the Plan, and shall consist of not less than two members of the Board, or such greater number as may be required for compliance with SEC Rule 16b-3. The authority to manage and control the operation and administration of the Plan shall be vested in the Committee, subject to the following:

Exhibit 10.7

6

(a) Subject to the provisions of the Plan, the Committee will have the authority and discretion to select Employees to receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards, and to cancel or suspend Awards. In making such Award determinations, the Committee may take into account the nature of services rendered by the respective Employee, his present and potential contribution to the Company's success and such other factors as the Committee deems relevant.

(b) Subject to the provisions of the Plan, the Committee will have the authority

and discretion to determine the extent to which Awards under the Plan will be structured to conform to the requirements applicable to Performance-Based Compensation as described in Code section 162(m), and to take such action, establish such procedures, and impose such restrictions at the time such awards are granted as the Committee determines to be necessary or appropriate to conform to such requirements.

(c) The Committee will have the authority and discretion to interpret the Plan, to

establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.

(d) Any interpretation of the Plan by the Committee and any decision made by it

under the Plan is final and binding on all persons.

(e) Except as otherwise expressly provided in the Plan, where the Committee is authorized to make a determination with respect to any Award, such determination shall be made at the time the Award is made, except that the Committee may reserve the authority to have such determination made by the Committee in the future (but only if such reservation is made at the time the Award is granted and is expressly stated in the Agreement reflecting the Award).

(f) Except to the extent prohibited by applicable law or the rules of any stock

exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and other than in respect to eligibility, times of Awards, and terms, conditions, performance criteria, restrictions and other provisions of Awards, and except as otherwise provided by the Committee from time to time, the Committee delegates its responsibilities and powers to the Senior Vice President-Employee Relations or his successor. Any such allocation or delegation may be revoked by the Committee at any time.

(g) No member or authorized delegate of the Committee shall be liable to any

person for any action taken or omitted in connection with the administration of the Plan unless attributable to his own fraud or willful misconduct; nor shall the Employers be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director or employee of the Employers. The Committee, the individual members thereof, and persons acting as the authorized delegates of the Committee under the plan, shall be indemnified by the Employers against any and all liabilities, losses, costs and

Exhibit 10.7

7

expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or its members or authorized delegates by reason of the performance of a Committee function if the Committee or its members or authorized delegates did not act dishonestly or in willful violation of the law or regulation under which such liability, loss, cost or expense arises. This indemnification shall not duplicate but may supplement any coverage available under any applicable insurance.

4.3. Notwithstanding any other provision of the Plan to the contrary, no

Participant shall receive any Award of an Option or a Stock Appreciation Right under the Plan to the extent that the sum of:

(a) the number of shares of Stock subject to such Award;

(b) the number of shares of Stock subject to all other prior Awards of Options and Stock Appreciation Rights under the Plan during the one-year period ending on the date of the Award; and

(c) the number of shares of Stock subject to all other prior stock options and stock appreciation rights granted to the Participant under other plans or arrangements of the Employers and Related Companies during the one-year period ending on the date of the Award;

would exceed the Participant's Individual Limit under the Plan. The determination made under the foregoing provisions of this subsection 4.3 shall be based on the shares subject to the awards at the time of grant, regardless of when the awards become exercisable. Subject to the provisions of Section 14, a Participant's "Individual Limit" shall be 1,000,000 shares per calendar year.

4.4. To the extent that the Committee determines that it is necessary or desirable to conform any Awards under the Plan with the requirements applicable to “Performance-Based Compensation”, as that term is used in Code section 162(m)(4)(C), it may, at or prior to the time an Award is granted, take such steps and impose such restrictions with respect to such Award as it determines to be necessary to satisfy such requirements. To the extent that is necessary to establish performance goals for a particular performance period, those goals will be based on one or more of the following business criteria: net income, earnings per share, debt reduction, safety, on-time train performance, return on investment, operating ratio, cash flow, return on assets, stockholders return, revenue, customer satisfaction, and return on equity. If the Committee establishes performance goals for a performance period relating to one or more of these business criteria, the Committee may determine to approve a payment for that particular performance period upon attainment of the performance goal relating to any one or more of such criteria.

4.5. To the extent that the Plan and the Awards under the Plan are subject to the

rules applicable to nonqualified deferred compensation plans under section 409A of the Code, such portion of the Plan and such awards are not intended to result in acceleration of income recognition or imposition of penalty taxes by reason of section 409A, and the terms of such portion of the Plan and such awards shall be interpreted in a manner (and such portion of the Plan and such awards may be amended to the extent determined necessary or appropriate by the Committee) to avoid such acceleration and penalties.

SECTION 5

Exhibit 10.7

8

SHARES AVAILABLE UNDER THE PLAN

5.1. The shares of Stock with respect to which Awards may be made under the

Plan shall be shares currently authorized but unissued or treasury shares acquired by the Company, including shares purchased in open market or in private transactions. Subject to the provisions of Section 14, the total number of shares of Stock available for grant of Awards shall not exceed ten million (10,000,000) shares of stock. Except as otherwise provided herein, any shares subject to an Award which for any reason expires or is terminated without issuance of shares (whether or not cash or other consideration is paid to a Participant in respect to such Award) as well as shares used to pay an Option Purchase Price under this Plan or a predecessor plan shall again be available under the Plan.

SECTION 6

OPTIONS

6.1. The grant of an "Option" under this Section 6 entitles the Participant to

purchase shares of Stock at a price fixed at the time the Option is granted, or at a price determined under a method established at the time the Option is granted, subject to the terms of this Section 6. Options granted under this section may be either Incentive Stock Options or Non-Qualified Stock Options, and subject to Sections 13 and 18, shall not be exercisable for six months from date of grant, as determined in the discretion of the Committee. An "Incentive Stock Option" is an Option that is intended to satisfy the requirements applicable to an "incentive stock option" described in section 422(b) of the Code. A "Non-Qualified Option" is an Option that is not intended to be an "incentive stock option" as that term is described in section 422(b) of the Code.

6.2. The Committee shall designate the Participants to whom Options are to be granted under this Section 6 and shall determine the number of shares of Stock to be subject to each such Option. To the extent that the aggregate fair market value of Stock with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and all Related Companies) exceeds $100,000, such options shall be treated as Non-Qualified Stock Options, to the extent required by section 422 of the Code.

6.3. The determination and payment of the purchase price of a share of Stock under each Option granted under this section shall be subject to the following:

(a) The purchase price shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option is granted; provided, however, that in no event shall such price be less than Fair Market Value on the date of the grant.

(b) Subject to the following provisions of this subsection 6.3, the full purchase price of each share of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise and, as soon as practicable thereafter, a certificate representing the shares so purchased shall be delivered to the person entitled thereto.

(c) The purchase price shall be payable in cash or in shares of Stock (valued at

Fair Market Value as of the day of exercise).

Exhibit 10.7

9

(d) A Participant may elect to pay the purchase price upon the exercise of an Option through a cashless exercise arrangement as may be established by the Company.

6.4. Except as otherwise expressly provided in the Plan, an Option granted under

this Section 6 shall be exercisable in accordance with the following terms of this subsection 6.4:

(a) The terms and conditions relating to exercise of an Option shall be established by the Committee, and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Option, or achievement of Stock ownership objectives by the Participant. No Option may be exercised by a Participant after the expiration date applicable to that Option.

(b) The exercise of an Option will result in the surrender of the corresponding

rights under a tandem Stock Appreciation Right, if any.

6.5. The exercise period of any Option shall be determined by the Committee and shall not extend more than ten years after the Date of Grant.

6.6. In the event the Participant exercises an Option under this Plan or a predecessor plan of the Company or a Related Company and pays all or a portion of the purchase price in Common Stock, in the manner permitted by subsection 6.3, such Participant, pursuant to the exercise of Committee discretion at the time the Option is exercised or to the extent previously authorized by the Committee, may be issued a new Option to purchase additional shares of Stock equal to the number of shares of Stock surrendered to the Company in such payment. Such new Option shall have an exercise price equal to the Fair Market Value per share on the date such new Option is granted, shall first be exercisable six months from the date of grant of the new Option and shall have an expiration date on the same date as the expiration date of the original Option so exercised by payment of the purchase price in shares of Stock.

SECTION 7

STOCK APPRECIATION RIGHTS

7.1. Subject to the terms of this Section 7, a Stock Appreciation Right granted under the Plan entitles the Participant to receive, in cash or Stock (as determined in accordance with subsection 7.4), value equal to all or a portion of the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over (b) a specified price which shall not be less than 100% of the Fair Market Value of the Stock at the time the Stock Appreciation Right is granted, or, if granted in tandem with an Option, the exercise price with respect to shares under the tandem Option.

7.2. Subject to the provisions of the Plan, the Committee shall designate the Participants to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each Stock Appreciation Right is based. A Stock Appreciation Right may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in

Exhibit 10.7

10

connection with an Option then, in the discretion of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the Option.

7.3. The exercise of Stock Appreciation Rights shall be subject to the following:

(a) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall be exercisable in accordance with the terms established by the Committee in connection with such rights but, subject to Sections 13 and 18 shall not be exercisable for six months from the date of grant; and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Stock Appreciation Rights, or achievement of objectives relating to Stock ownership by the Participant. However, except as otherwise expressly provided in the Plan, no Stock Appreciation Right subject to this paragraph (a) may be exercised by a Participant after the expiration date applicable to that Stock Appreciation Right.

(b) If a Stock Appreciation Right is in tandem with an Option, then the Stock

Appreciation Right shall be exercisable at the time the tandem Option is exercisable. The exercise of a Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Option.

7.4. Upon the exercise of a Stock Appreciation Right, the value to be distributed to

the Participant, in accordance with subsection 7.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination thereof, in the discretion of the Committee.

7.5. The Committee may grant Limited Stock Appreciation Rights. Notwithstanding the foregoing provisions of this Section 7, a Limited Stock Appreciation Rights shall be subject to the following:

(a) A Limited Stock Appreciation Right may (but need not) be granted in connection with all or any portion of a previously or contemporaneously granted Option and shall not be exercisable for six months from the date of grant. A Limited Stock Appreciation Right may be granted in tandem with an Option regardless of whether the Option is in tandem with a Stock Appreciation Right.

(b) A Limited Stock Appreciation Rights entitles the Participant to receive a cash

payment in connection with a Change in Control. In the case of a Limited Stock Appreciation Right that is in tandem with an Option, the payment amount shall be equal to the difference between the exercise price per share of the Stock covered by the tandem Option and the Fair Market Value of a share of Stock upon the date of exercise.

(c) To the extent provided by the Committee, a Limited Stock Appreciation Right

may be automatically exercisable at a time determined by the Committee, or it may be exercised by the Participant during the period beginning not earlier than the date of a Change in Control, and ending not later than ninety (90) days following the date of the Change in Control, and may be exercisable regardless of whether the Participant is then employed by an Employer or a Related Company.

Exhibit 10.7

11

(d) If the Limited Stock Appreciation Right is in tandem with an Option, the exercise of the Limited Stock Appreciation Right shall result in the cancellation of the tandem Option (and any Stock Appreciation Right in tandem with such Option).

SECTION 8

RESTRICTED STOCK

8.1. Subject to the terms of this Section 8, Restricted Stock Awards under the Plan

are grants of Stock to Participants, the vesting of which is subject to certain conditions established by the Committee, with some or all of those conditions relating to events (such as performance or continued employment) occurring after the date of grant, provided however that to the extent that vesting of a Restricted Stock Award is contingent on continued employment, the required employment period shall not generally be less than three years following the grant of the Award unless such grant is in substitution for an Award under this Plan or a predecessor plan of the Company or a Related Company.

8.2. The Committee shall designate the Participants to whom Restricted Stock is to be granted, and the number of shares of Stock that are subject to each such Award. The Award of shares under this Section 8 may, but need not, be made in conjunction with a cash-based incentive compensation program maintained by the Company, and may, but need not, be in lieu of cash otherwise awardable under such program.

8.3. Shares of Restricted Stock granted to Participants under the Plan shall be subject to the following terms and conditions:

(a) Except as otherwise hereinafter provided, Restricted Stock granted to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restricted Period. Except for such restrictions, the Participant as owner of such shares shall have all the rights of a stockholder, including but not limited to the right to vote such shares and, except as otherwise provided by the Committee or as otherwise provided by the Plan, the right to receive all dividends paid on such shares.

(b) Each certificate issued in respect of shares of Restricted Stock granted under

the Plan shall be registered in the name of the Participant and, at the discretion of the Committee, each such certificate may be deposited with the Company with a stock power endorsed in blank or in a bank designated by the Committee.

(c) The Committee may award Performance-Based Restricted Stock, which shall

be Restricted Stock that becomes vested (or for which vesting is accelerated) upon the achievement of performance goals established by the Committee. The Committee may specify the number of shares that will vest upon achievement of different levels of performance. Except as otherwise provided by the Committee, achievement of maximum targets during the Performance Period shall result in the Participant's receipt of the full Performance-Based Restricted Stock Award. For achievement of the minimum target but less than the maximum target the Committee may establish a portion of the Award which the Participant is entitled to receive.

Exhibit 10.7

12

(d) Except as otherwise provided by the Committee, any Restricted Stock which is not earned by the end of a Performance Period shall be forfeited. If a Participant's Date of Termination occurs during a Performance Period with respect to any Restricted Stock subject to a Performance Period granted to him, the Committee may determine that the Participant will be entitled to settlement of all or any portion of the Restricted Stock subject to a Performance Period as to which he would otherwise be eligible, and may accelerate the determination of the value and settlement of such Restricted Stock subject to a Performance Period or make such other adjustments as the Committee, in its sole discretion, deems desirable. Subject to the limitations of the Plan and the Award of Restricted Stock, upon the vesting of Restricted Stock, such Restricted Stock will be transferred free of all restrictions to a Participant (or his or her legal representative, beneficiary or heir).

8.4 A grant of Restricted Stock subject to a Performance Period shall be made in

1996 and shall vest as follows:

(1) One-third of the Award shall vest after three years, but no later than six years from the date of grant upon attaining Fair Market Value equal to the Fair Market Value on date of grant increased by a 12% compound annual growth rate for a three year period, provided such price has been maintained for thirty (30) consecutive trading days either immediately prior to or any time after the third year;

(2) One-third of the Award shall vest after four years, but no later than six years

from the date of grant upon attaining Fair Market Value equal to the Fair Market Value on date of grant increased by a 12% compound annual growth rate for a four year period, provided such price has been maintained for thirty (30) consecutive trading days either immediately prior to or any time after the fourth year;

(3) One-third of the Award shall vest after five years, but no later than six years

from the date of grant upon attaining Fair Market Value equal to the Fair Market Value on date of grant increased by a 12% compound annual growth rate for a five year period, provided such price has been maintained for thirty (30) consecutive trading days either immediately prior to or any time after the fifth year.

SECTION 9

RESTRICTED STOCK UNITS

9.1. Subject to the terms of this Section 9, a Restricted Stock Unit entitles a

Participant to receive shares for the units at the end of a Restricted Period to the extent provided by the Award with the vesting of such units to be contingent upon such conditions as may be established by the Committee (such as continued employment which, when required shall be not less than three years or satisfaction of performance criteria). The Award of Restricted Stock Units under this Section 9 may, but need not, be made in conjunction with a cash-based incentive compensation program maintained by the Company, and may, but need not, be in lieu of cash otherwise awardable under such program.

Exhibit 10.7

13

9.2. The Committee shall designate the Participants to whom Restricted Stock Units shall be granted and the number of units that are subject to each such Award. During any period in which units are outstanding and have not been settled in stock, the Participant shall not have the rights of a stockholder, but shall have the right to receive a payment from the Company in lieu of a dividend in an amount equal to such dividends and at such times as dividends would otherwise be paid.

9.3. If a Participant's Date of Termination occurs during a Restricted Period with respect to any Restricted Stock Units granted to him, the Committee may determine that the Participant will be entitled to settlement of all or any portion of the Restricted Stock Units as to which he would otherwise be eligible, and may accelerate the determination of the value and settlement of such Restricted Stock Units or make such other adjustments as the Committee, in its sole discretion, deems desirable.

SECTION 10

PERFORMANCE STOCK 10.1. Subject to the terms of this Section 10, a Performance Stock Award provides

for the distribution of Stock to a Participant upon the achievement of performance objectives established by the Committee. For purposes of the Plan, the "Performance Period" with respect to any Award shall be the period over which the applicable performance is to be measured.

10.2. The Committee shall designate the Participants to whom Performance Stock

Awards are to be granted, and the number of shares of Stock that are subject to each such Award. The Award of shares under this Section 10 may, but need not, be made in conjunction with a cash-based incentive compensation program maintained by the Company, and may, but need not, be in lieu of cash otherwise awardable under such program.

10.3. If a Participant's Date of Termination occurs during a Performance Period with respect to any Performance Stock granted to him, the Committee may determine that the Participant will be entitled to settlement of all or any portion of the Performance Stock as to which he would otherwise be eligible, and may accelerate the determination of the value and settlement of such Performance Stock or make such other adjustments as the Committee, in its sole discretion, deems desirable.

SECTION 11

PERFORMANCE UNITS

11.1. Subject to the terms of this Section 11, the Award of Performance Units under the Plan entitles the Participant to receive value for the units at the end of a Performance Period to the extent provided under the Award. The number of units earned, and value received for them, will be contingent on the degree to which the performance measures established at the time of grant of the Award are met.

11.2. The Committee shall designate the Participants to whom Performance Units are to be granted, and the number of units to be the subject to each such Award.

Exhibit 10.7

14

11.3. For each Participant, the Committee will determine the value of units, which may be stated either in cash or in units representing shares of Stock; the performance measures used for determining whether the Performance Units are earned; the Performance Period during which the performance measures will apply; the relationship between the level of achievement of the performance measures and the degree to which Performance Units are earned; whether, during or after the Performance Period, any revision to the performance measures or Performance Period should be made to reflect significant events or changes that occur during the Performance Period; and the number of earned Performance Units that will be settled in cash and/or shares of Stock.

11.4. Settlement of Performance Units shall be subject to the following:

(a) The Committee will compare the actual performance to the performance measures established for the Performance Period and determine the number of units as to which settlement is to be made, and the value of such units.

(b) Settlement of units earned shall be wholly in cash, wholly in Stock or in a

combination of the two, to be distributed in a lump sum or installments, as determined by the Committee.

(c) Shares of Stock distributed in settlement of the units shall be subject to such

vesting requirements and other conditions, if any, as the Committee shall determine. Such vesting restrictions may include, without limitation, restrictions of the type that may be imposed with respect to Restricted Stock under Section 8.

11.5. If a Participant's Date of Termination occurs during a Performance Period with

respect to any Performance Units granted to him, the Committee may determine that the Participant will be entitled to settlement of all or any portion of the Performance Units as to which he would otherwise be eligible, and may accelerate the determination of the value and settlement of such Performance Units or make such other adjustments as the Committee, in its sole discretion, deems desirable.

SECTION 12

STOCK PURCHASE PROGRAM

12.1. The Committee may, from time to time, establish one or more programs under which Participants will be permitted to purchase shares of Stock under the Plan, and shall designate the Participants eligible to participate under such Stock purchase programs. The purchase price for shares of Stock available under such programs, and other terms and conditions of such programs, shall be established by the Committee. The purchase price may not be less than 75% of the Fair Market Value of the Stock at the time of purchase (or, in the Committee's discretion, the average Stock value over a period determined by the Committee), and further provided that the purchase price may not be less than par value.

12.2. The Committee may impose such restrictions with respect to shares purchased under this section, as the Committee determines to be appropriate. Such restrictions may include, without limitation, restrictions of the type that may be imposed with respect to Restricted Stock under Section 8.

SECTION 13

Exhibit 10.7

15

TERMINATION OF EMPLOYMENT

13.1. If a Participant's Date of Termination occurs for any reason other than death, Disability, early retirement under the terms of a Qualified Retirement Plan of an Employer, Retirement, or by reason of the Participant's employment being terminated by the Participant's employer for any reason other than Cause, all Awards shall be forfeited.

13.2. If a Participant's Date of Termination occurs by reason of death, all Options and Stock Appreciation Rights outstanding immediately prior to the Participant's Date of Termination shall immediately become exercisable and all restrictions on Restricted Stock, Restricted Stock Units, Performance Units, Performance Stock and shares purchased under the Stock Purchase Program outstanding immediately prior to the Participant's Date of Termination shall lapse.

13.3. If a Participant's Date of Termination occurs by reason of Disability, early retirement under the terms of a Qualified Retirement Plan of an Employer, or Retirement, the Restricted Period shall lapse on a proportion of any Awards outstanding immediately prior to the Participant's Date of Termination (except to the extent that an Award of Restricted Stock, Restricted Stock Units, Performance Units and Performance Stock is subject to a Performance Period, such proportion of the Award shall remain subject to the same terms and conditions for vesting as were in effect prior to termination). The proportion of an Award upon which the Restricted Period shall lapse shall be a fraction, the denominator of which is the total number of months of any Restricted Period applicable to an Award and the numerator of which is the number of months of such Restricted Period which elapsed prior to the Date of Termination.

13.4. If a Participant's Date of Termination occurs by reason of the Participant's employment being terminated by the Participant's employer for any reason other than for Cause, the Restricted Period shall lapse on a proportion of any outstanding Awards (except Restricted Stock and Restricted Stock Units subject only to a Performance Period, Performance Units and Performance Stock which shall be forfeited). The proportion of an Award upon which the Restricted Period shall lapse shall be a fraction, the denominator of which is the total number of months of any Restricted Period applicable to an Award and the numerator of which is the number of months of such Restricted Period which elapsed prior to the Date of Termination.

13.5. Stock Appreciation Rights and Non-Qualified Stock Options which are or become exercisable by reason of death, Disability, early retirement under the terms of a Qualified Retirement Plan of an Employer, or Retirement shall expire on the expiration date set forth in the award or, if earlier:

(a) three years after the Date of Termination, if the Participant’s termination

occurs because of death, Disability, or Retirement; and (b) three months after the Date of Termination, if the Participant’s employment is

terminated by the Participant’s employer for reasons other than Cause or early retirement under the terms of a Qualified Retirement Plan of an Employer

Incentive stock options which are or become exercisable by reason of death, Disability, early retirement under the terms of a Qualified Retirement Plan of an Employer, or Retirement shall expire on the expiration date set forth in the award or, if earlier;

Exhibit 10.7

16

(a) three years after the Date of Termination, if the Participant’s termination occurs because of death; and

(b) three months after the Date of Termination, if the Participant’s is terminated

because of Disability, by the Participant’s employer for reasons other than Cause, early retirement under the terms of a Qualified Retirement Plan of an Employer, or Retirement.

Options and Stock Appreciation Rights which are or become exercisable at the time of a Participant’s death may be exercised by the Participant’s designated beneficiary or, in the absence of such designation, by the person to whom the Participant’s rights will pass by will or the laws of descent and distribution.

13.6. If a Participant's employment is terminated by the Participant's employer for reasons other than Cause in connection with a merger, consolidation, acquisition of common control, or business combination of the Company and a Class I Railroad or a holding company of a Class I Railroad:

(a) All outstanding Options and Stock Appreciation Rights then held by the

Participant shall become exercisable on the Participant’s Date of Termination. (b) Any restrictions on Awards held by the Participant as of the Participant’s Date

of Termination shall lapse and all Awards vested as if all performance objectives have been attained.

13.7. Except to the extent the Committee shall otherwise determine, if as a result

of a sale or other transaction, a Participant's employer ceases to be a Related Company (and the Participant's employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by the Employer.

13.8. Notwithstanding the foregoing provisions of this section, the Committee may,

with respect to any Awards of a Participant (or portion thereof) that are outstanding immediately prior to the Participant's Date of Termination, determine that a Participant's Date of Termination will not result in forfeiture or other termination of the Award.

13.9. Notwithstanding the foregoing provisions of this section, Awards of Non-

Qualified Stock Options issued after January 1, 1999 which are or become exercisable upon early retirement under the terms of a Qualified Retirement Plan shall expire on the expiration date set forth in the award or, if earlier, three years after the Date of Termination.

SECTION 14

ADJUSTMENTS TO SHARES

14.1. If the Company shall effect a reorganization, merger, or consolidation, or

similar event or effect any subdivision or consolidation of shares of Stock or other capital readjustment, payment of stock dividend, stock split, spin-off, combination of shares or recapitalization or other increase or reduction of the number of shares of Stock outstanding without receiving compensation therefor in money, services or property, then the Committee shall adjust equitably and proportionally (i) the number of shares of Stock available under the Plan; (ii) the number of shares available under any individual or other

Exhibit 10.7

17

limits; (iii) the number of shares of Stock subject to outstanding Awards; and (iv) the per-share price under any outstanding Award to the extent that the Participant is required to pay a purchase price per share with respect to the Award. However, in no event shall this Section 14.1 be construed to permit a modification or other action with respect to an Option if such action would result in accelerated recognition of income or imposition of additional tax under Section 409A.

SECTION 15

TRANSFERABILITY OF AWARDS

15.1. Awards under the Plan are not transferable except as designated by the

Participant by will or by the laws of descent and distribution. To the extent that the Participant who receives an Award under the Plan has the right to exercise such Award, the Award may be exercised during the lifetime of the Participant only by the Participant. Notwithstanding the foregoing provisions of this Section 15, the Committee may permit Awards under the Plan (other than an Incentive Stock Option) to be transferred by a Participant for no consideration to or for the benefit of the Participant's Immediate Family (including, without limitation, to a trust for the benefit of a Participant's Immediate Family or to a Family Partnership for members of the Immediate Family), subject to such limits as the Committee may establish and the transferee shall remain subject to all of the terms and conditions applicable to such Award prior to such transfer.

SECTION 16

AWARD AGREEMENT

16.1. Each employee granted an Award pursuant to the Plan shall sign an Award

Agreement which signifies the offer of the Award by the Company and the acceptance of the Award by the employee in accordance with the terms of the Award and the provisions of the Plan. Each Award Agreement shall reflect the terms and conditions of the Award. Participation in the Plan shall confer no rights to continued employment with the Company nor shall it restrict the right of the Company to terminate a Participant's employment at any time.

SECTION 17

TAX WITHHOLDING

17.1. All Awards and other payments under the Plan are subject to withholding of

all applicable taxes, which withholding obligations shall be satisfied (without regard to whether the Participant has transferred an Award under the Plan) by a cash remittance, or with the consent of the Committee, through the surrender of shares of Stock which the Participant owns or to which the Participant is otherwise entitled under the Plan pursuant to an irrevocable election submitted by the Participant to the Company at the office designated for such purpose. The number of shares of Stock needed to be submitted in payment of the taxes shall be determined using the Fair Market Value as of the applicable tax date rounding down to the nearest whole share; provided that no election to have shares of Stock withheld from an Award or submission of shares shall be effective with respect to an Award which was transferred by a Participant in accordance with the Plan.

17.2 The Committee may modify the time at which any Award will be transferred if

it determines that such modification may be necessary to avoid acceleration of tax or

Exhibit 10.7

18

imposition of penalties under section 409A of the Internal Revenue Code. Regardless of whether the Committee modifies or fails to modify the time at which any such Award is transferred, the Employee shall be solely liable for any taxes, including without limitation taxes that may be imposed under section 409A of the Internal Revenue Code, penalties and interest incurred by reason of such transfer. 17.3. If, at the time of an Employee’s “separation from service” (within the meaning of Section 409A of the Code), (a) the Employee shall be a Specified Employee and (b) the Company shall make a good faith determination that an issuance of Stock or payment of cash in settlement of an Award constitutes Deferred Compensation, the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not issue such Stock or pay such cash, as applicable, but shall instead accumulate and pay it, without interest, on the first business day of the seventh month following such separation from service.

SECTION 18

CHANGE IN CONTROL

18.1. Subject to the provisions of Section 14 (relating to the adjustment of shares), and except as otherwise provided in the Plan or the Agreement reflecting the applicable Award, upon the occurrence of a Change in Control:

(a) All outstanding Options (regardless of whether in tandem with Stock Appreciation Rights) shall become fully exercisable, except to the extent that the right to exercise the Option is subject to any restrictions established in connection with a Limited Stock Appreciation Right that is in tandem with the Option.

(b) All outstanding Stock Appreciation Rights (regardless of whether in tandem

with Options) shall become fully exercisable, except that if Stock Appreciation Rights are in tandem with an Option, and the Option is in tandem with a Limited Stock Appreciation Right, the right to exercise the Stock Appreciation Right shall be subject to any restrictions established in connection with the Limited Stock Appreciation Right.

(c) All shares of Restricted Stock, Restricted Stock Units and Performance Stock

shall become fully vested. (d) All vesting restrictions imposed under Section 12 (relating to restrictions on

shares purchased by the Participants) shall cease to apply, and the Participant shall become fully vested in those shares.

(e) Performance Units may be paid out in such manner and amounts as

determined by the Committee.

SECTION 19

Exhibit 10.7

19

TERMINATION AND AMENDMENT

19.1. The Board may suspend, terminate, modify or amend the Plan, provided that any amendment that would increase the aggregate number of shares which may be issued under the Plan; materially increase the benefits accruing to Participants under the Plan; or materially modify the requirements as to eligibility for participation in the Plan, shall be subject to the approval of BNSF's stockholders, except that any such increase or modification that may result from adjustments authorized by Section 14 does not require such approval. No suspension, termination, modification or amendment of the Plan may terminate a Participant's existing Award or materially and adversely affect a Participant's rights under such Award without the Participant's consent. The Board hereby delegates to the Chief Executive Officer of the Company the authority to modify or amend the Plan and the Awards granted under the Plan and to take such actions as he or she determines to be necessary or appropriate solely for the purpose of avoiding acceleration of income recognition or imposition of taxes under Section 409A. Notwithstanding the foregoing, in no event shall any amendment or termination of the Plan be made to the extent that it would not satisfy the provisions of Treasury Regulation Section 1.409A-3 (or other applicable provisions of Section 409A).

Exhibit 10.7

Exhibit 10.8

- 1 -

THE BURLINGTON NORTHERN SANTA FE SUPPLEMENTAL RETIREMENT PLAN

As Amended and Restated November 4, 2008, effective as of January 1, 2005

Section 1

General

1.1. Establishment of Supplemental Plan and Purpose. Burlington Northern Santa Fe Corporation, a Delaware corporation (hereinafter the “Company”), has established the Burlington Northern Santa Fe Supplemental Retirement Plan (hereinafter the “Supplemental Plan”), effective October 1, 1996. The Supplemental Plan is subject to the following:

(a) The purpose of the Supplemental Plan is to enable eligible employees of the Employers to

receive retirement income and other benefits in addition to the retirement income and other benefits payable under the qualified plans of the Company. The Company and each Affiliated Company which, with the consent of the Chief Executive Officer or Board of Directors of the Company, adopts the Supplemental Plan are referred to herein collectively as the "Employers" and individually as an “Employer.” The term “Affiliated Company” shall mean all persons with whom the Company is considered to be a single employer under section 414(b) of the Internal Revenue Code of 1986, as amended (hereinafter, the “Code”) and all persons with whom the Company would be considered a single employer under section 414(c) of the Code.

(b) The Supplemental Plan as set forth herein shall apply to distributions under the

Supplemental Plan commencing on or after January 1, 2005 (the “Effective Date” of the Supplemental Plan as set forth herein), excluding payments made before or made after the Effective Date that are part of a series of installment or annuity payments that commenced prior to the Effective Date; provided that payments that commenced prior to the Effective Date will be subject to the applicable provisions of the Supplemental Plan as in effect prior to the Effective Date.

(c) Notwithstanding the foregoing, if a Participant’s Termination Date occurred before January

1, 2009, and payment of his Supplemental Plan benefits did not commence before the Effective Date, then:

(i) If payment of the Participant’s Supplemental Plan benefits has commenced before January 1, 2009, the time and form of payments will be as elected by the Participant in accordance with the terms of the Supplemental Plan as in effect prior to the Effective Date. (ii) If payment of the Participant’s Supplemental Plan benefits has not commenced before January 1, 2009, payment of the Participant’s Supplemental Plan benefits will be made in accordance with the terms of the Supplemental Plan as set forth herein, provided that:

Exhibit 10.8

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(A) The Participant’s Benefit Commencement Date will be the later of (I) January 1, 2009 or (II) the Benefit Commencement Date determined under subsection 4.3 determined without regard to clause (I) of this paragraph (A). (B) The Participant may file a Distribution Election no later than November 30, 2008 in accordance with paragraph 4.2(a), and if the Participant fails to file a timely Distribution Election, paragraph 4.2(b) will apply. If the Participant has elected in accordance with subsection 4.2 to have benefits paid as an Annuity (or amounts are otherwise to be paid as an Annuity), the form of Annuity will be determined in accordance with paragraph 4.2(c).

1.2. ERISA

For purposes of applying Title I of the Employee Retirement Income Security Act of 1974,

as amended (“ERISA”), the Supplemental Plan consists of two components: (a) an "excess benefit" plan, within the meaning of section 3(36) of ERISA (the "Excess Plan") and (b) a plan maintained primarily for the purpose of providing supplemental retirement benefits for a select group of management or highly compensated employees within the meaning of section 301(a)(3) of ERISA (the "Management Plan"). All benefits provided under the Supplemental Plan will be provided under the Excess Plan component, except to the extent that such benefits may not be provided under an excess plan as defined under section 3(36) of ERISA. Any benefits that may not be provided under the Excess Plan component will be provided under the Management Plan component.

1.3. Administration

The Supplemental Plan shall be administered by the Vice President - Human Resources and Medical of the Company (the “Administrator”) as more fully described in Section 5 hereof.

1.4. Source of Benefits

The amount of any benefit payable under the Supplemental Plan will be paid in cash from the general assets of the Employers or from one or more trusts, the assets of which are subject to the claims of the Employers' general creditors in the event of bankruptcy or insolvency. Such amounts payable shall be reflected on the accounting records of the Employers but shall not be construed to create, or require the creation of, a trust, custodial or escrow account. Nothing contained in this Supplemental Plan and no action taken pursuant to its provisions, shall create a trust or fiduciary relationship of any kind between an Employer and an employee or any other person. Neither an employee nor beneficiary of an employee shall acquire any interest greater than that of an unsecured creditor, subject to any preferences provided by federal bankruptcy laws.

1.5. Applicable Laws

The Supplemental Plan shall be construed and administered in accordance with the internal laws of the State of Texas to the extent that such laws are not preempted by the laws of the United States.

Exhibit 10.8

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1.6. Gender and Number

Where the context admits, words in any gender shall include any other gender words, and

the singular shall include the plural, and the plural shall include the singular.

1.7. Capitalized Terms

Capitalized terms shall have the meaning as defined herein. If not separately defined herein, they shall have the meaning as defined in the Burlington Northern Santa Fe Retirement Plan (“Retirement Plan”).

1.8. Severability of Supplemental Plan Provisions

In the event any provision of the Supplemental Plan shall be held invalid or illegal for any reason, any invalidity or illegality shall not affect the remaining parts of the Supplemental Plan, but the Supplemental Plan shall be construed and enforced as if the invalid or illegal provision had never been inserted, and the Company shall have the right to correct and remedy such questions of invalidity or illegality by amendment as provided in the Supplemental Plan.

1.9. Notices

Any notice or document required to be filed with the Administrator under the Supplemental Plan will be properly filed if delivered or mailed by certified mail to the Administrator or the Administrator’s delegate, in care of the Company, at its principal executive offices or such other address as may be specified by the Administrator. Any notice required under the Supplemental Plan may be waived by the party entitled to notice.

Section 2

Participation

2.1 Participation

Subject to any conditions or limitations of the Supplemental Plan, each in individual who

was a Participant in the Supplemental Plan immediately prior to the Effective Date will continue to be a Participant under this Section 2 on and after that date, and each other employee of an Employer who was not a Participant immediately prior to the Effective Date will automatically be enrolled in and become a Participant in the Supplemental Plan under this section on the first day upon which he satisfies the following requirements: (a) he is a participant in the Retirement Plan; and (b) his benefits under the Retirement Plan are limited or affected by any of the provisions set

forth in subparagraphs (i), (ii) or (iii) below:

Exhibit 10.8

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(i) the compensation limitations of section 401(a)(17) of the Code or the benefit limitation of sections 415(b) or 415(e) of the Code; (ii) the Retirement Plan does not take into account as compensation any non-qualified deferred compensation, or compensation foregone in exchange for a Company stock award as set forth in Schedule A(1) to this Supplemental Plan, or (iii) any other such compensatory arrangement as may be established by the Company as set forth in Schedule A(2).

Schedule A is hereby attached hereto and incorporated by reference. Notwithstanding the foregoing, an individual shall not be eligible to become a Participant in the Supplemental Plan earlier than the 31st day following the date on which he first is in Salary Band 34 or higher.

2.2 Plan Not Contract of Employment

The Supplemental Plan does not constitute a contract of employment, and participation in the Supplemental Plan will not give any employee the right to be retained in the employ of any Employer nor any right or claim to any benefit under the Supplemental Plan, unless such right or claim has specifically accrued under the terms of the Supplemental Plan.

Section 3

Amount of Supplemental Retirement Benefits

3.1 Amount of Benefits

A Participant under this Section 3 shall be eligible for a Supplemental Retirement Benefit under this Supplemental Plan in an amount equal to: (a) the amount of the monthly benefit to which the Participant, surviving spouse, or other

Contingent Annuitant as defined in the Retirement Plan would be entitled under the Retirement Plan, if (i) such benefit were determined without regard to the compensation limitations of section 401(a)(17) of the Code and without regard to the limitations imposed by section 415 of the Code, and (ii) the Retirement Plan included as compensation any Participant contributions under a non-qualified deferred compensation arrangement, or compensation foregone in exchange for a Company stock award as set forth in Schedule A(1) to this Supplemental Plan, or (iii) any other such compensatory arrangement as may be established by the Company as set forth in Schedule A(2), if not otherwise credited under the Retirement Plan. To the extent that any compensation is taken into account under the Excess Plan, such compensation shall not be taken into account under the Management Plan.

REDUCED BY

Exhibit 10.8

- 5 -

(b) the value of the benefits under the Retirement Plan that are payable to or on account of the

Participant, surviving spouse, and other Contingent Annuitants; provided that if benefit payments under the Retirement Plan to or on account of the Participant, surviving spouse, or other Contingent Annuitants have not commenced on or before the Benefit Commencement Date, the amount determined under this paragraph (b) shall equal the value of the benefits that would be payable under the Retirement Plan to or on account of the Participant, surviving spouse, and other Contingent Annuitants if such benefit payments under the Retirement Plan had commenced on the Benefit Commencement Date.

Section 4

Vesting and Payment of Supplemental Retirement Benefits

4.1 Vesting

Subject to subsection 7.2, a Participant shall have become vested and have a nonforfeitable interest in his benefits determined under Section 3 when and to the extent that his accrued benefit under the Retirement Plan becomes vested and nonforfeitable, provided, however, that if a Participant has entered into an agreement set forth in Schedule A(2) and such agreement contains provisions related to vesting under the Supplemental Plan, such provisions shall control for purposes of this Supplemental Plan.

4.2 Distribution Election Subject to the terms of the Supplemental Plan, a Participant may elect the form in which

such Participant’s benefits will be distributed, subject to the following:

(a) A Participant’s election as to whether his benefits are to be distributed as an Annuity, in a Lump Sum Form, or in an Installment Form shall be made by the Participant by filing a Distribution Election with the Administrator no later than the 30th day following the date on which the Participant first becomes eligible to participate in the Supplemental Plan in accordance with subsection 2.1, or is deemed to participate in the Supplemental Plan in accordance with Treasury Regulation Section 1.409A-2(a). However, individuals who are Participants in the Supplemental Plan on or prior to January 1, 2009 may file a Distribution Election with the Administrator no later than November 30, 2008, subject to the provisions of section 409A of the Code and applicable guidance issued thereunder (“Section 409A”).

(b) If a Participant fails to file a Distribution Election in a timely manner in accordance with

this subsection 4.2, or if the Participant files a Distribution Election providing for payment in the form of an Annuity but does not specify the form of Annuity, payment will be made in the Life Annuity Form.

(c) If the Participant has elected in accordance with the foregoing provisions of this Section 4

to have benefits paid as an Annuity (or amounts are otherwise to be paid as an Annuity), he may at any time before the date any Annuity payments have commenced, modify his

Exhibit 10.8

- 6 -

election by choosing that payments will be made in a different form of Annuity, and/or choosing a different Contingent Annuitant of the Annuity; provided that such change may not modify the Benefit Commencement Date; and further provided that this paragraph (c) is subject to subsection 4.8, if that subsection is otherwise applicable. If the Participant has elected in accordance with the foregoing provisions of this Section 4 to have benefits paid as an Annuity (or amounts are otherwise to be paid as an Annuity), and fails to elect the form of Annuity prior to the date Annuity payments have commenced, payment will be made in the Single Life Annuity Form if the Participant is not married on the Benefit Commencement Date and in the 50% Joint and Survivor Annuity Form with the Participant’s spouse as the Contingent Annuitant if the Participant is married on the Benefit Commencement Date.

4.3 Commencement of Benefits Subject to the terms and conditions of the Supplemental Plan (including, without limitation,

subsection 4.7, relating to Specified Employees), a Participant’s Supplemental Retirement Benefit will commence on the Participant’s Benefit Commencement Date. The Benefit Commencement Date is the first day of the calendar month following the later of: (a) the calendar month in which occurs the Participant’s Termination Date; and

(b) if the Participant has completed 10 Years of Vesting Service on or before his Termination

Date, the calendar month in which the Participant attains age 55, or if the Participant has not completed at least 10 Years of Vesting Service on his Termination Date, the calendar month in which the Participant attains age 65.

4.4 Termination Date A Participant’s “Termination Date” (including references to a Participant’s employment

termination and terminating employment, as well as references to a Participant’s separation from service) shall mean the Participant ceasing to be employed by the Company and the Affiliated Companies, subject to the following: (a) The employment relationship will be deemed to have ended at the time the employee and

his employer reasonably anticipate that a level of bona fide services the employee would perform for the Company and the Affiliated Companies after such date (whether as an employee or independent contractor, but not as a director) would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36 month period (or the full period of service to the Company and the Affiliated Companies if the employee has performed services for the Company and the Affiliated Companies for less than 36 months). In the absence of an expectation that the employee will perform at the above-described level, the date of termination of employment will not be delayed solely by reason of the employee continuing to be on the Company's and the Affiliated Companies' payroll after such date.

Exhibit 10.8

- 7 -

(b) The employment relationship will be treated as continuing intact while the employee is on a bona fide leave of absence (determined in accordance with Treasury Regulation Section 1.409A-1(h)).

4.5 Forms of Payment If a Participant survives to his Benefit Commencement Date (determined without regard to

the provisions of subsection 4.7, relating to Specified Employees), the Participant’s Supplemental Retirement Benefit will be distributed in one of the forms set forth in this subsection 4.5, as determined in accordance with subsection 4.2:

(a) Single Life Annuity Form. Under the Single Life Annuity Form, a Participant’s

Supplemental Retirement Benefit will be paid to him monthly, commencing on his Benefit Commencement Date, and ending with the payment for the month during which his death occurs.

(b) Joint and Survivor Annuity Form. Under the Joint and Survivor Annuity Form, the

Participant will receive a reduced monthly amount commencing on the Benefit Commencement Date and payable for the life of the Participant and, upon his death, a continuing monthly payment to the Contingent Annuitant of 25%, 50%, 66-2/3%, or 100% of the monthly amount the Participant was receiving, with the payments to the Contingent Annuitant to continue for the Contingent Annuitant’s life. The Contingent Annuitant under the Joint and Survivor Annuity Form may be designated by the Participant (and may be changed by the Participant) at any time before the Benefit Commencement Date.

(c) Period Certain and Life Annuity Form. Under the Period Certain and Life Annuity Form,

the Participant will receive a reduced monthly amount commencing on the Benefit Commencement Date and payable to the Participant for life and, upon his death, a continuing monthly payment to the Contingent Annuitant of the same amount for the remainder of the 120 months beginning with the month that includes the Benefit Commencement Date. The Contingent Annuitant may be designated by the Participant (and may be changed by the Participant) at any time before the Participant's death. If the Contingent Annuitant designated by the Participant predeceases the Participant, the Contingent Annuitant shall receive no benefits under this subsection 4.5, and the benefits will be paid to the Participant or, if the Participant dies prior to the payment of the 120 monthly payments, the remainder will be paid to the Participant’s estate at the same time and in the same manner as they would have been paid to the Participant had he survived to the end of the 120 month period after the Benefit Commencement Date. Subject to the applicable provisions of subsection 4.8, if the Contingent Annuitant designated by the Participant survives the Participant but dies prior to payment of all period certain benefits, the benefits, if any, that would be payable to the Contingent Annuitant shall be paid to the Contingent Annuitant’s estate (or to a secondary Contingent Annuitant to the extent designated in an effective Contingent Annuitant Designation Form) at the same time and in the same manner as they would have been payable to the Contingent Annuitant if the Contingent Annuitant had survived.

Exhibit 10.8

- 8 -

(d) Lump Sum Form. Under the Lump Sum Form, the Participant will receive a single sum in full satisfaction of any liability under the Supplemental Plan to such Participant.

(e) Installment Form. Under the Installment Form, the Participant will receive monthly

installments over a period of five or ten years, beginning on the Benefit Commencement Date, and if the Participant dies prior to payment of all such installments, the remainder shall be paid to the Contingent Annuitant. The Contingent Annuitant with respect to the Installment Form may be designated by the Participant (and may be changed by the Participant) at any time before the Participant's death. If the Contingent Annuitant designated by the Participant predeceases the Participant, the Contingent Annuitant shall receive no benefits under this subsection 4.5, and the installments will be paid to the Participant or, if the Participant dies prior to the payment of payment of all of the installments, the remainder will be paid to the Participant’s estate at the same time and in the same manner as they would have been paid to the Participant had he survived during the entire installment payment period. Subject to the applicable provisions of subsection 4.8, if the Contingent Annuitant designated by the Participant survives the Participant but dies prior to payment of all installments, then the installments, if any, that would be payable to the Contingent Annuitant shall be paid to the Contingent Annuitant’s estate (or to a secondary Contingent Annuitant to the extent designated in an effective Contingent Annuitant Designation Form) at the same time and in the same manner as they would have been payable to the Contingent Annuitant if the Contingent Annuitant had survived.

(f) Annuity Form of Payment. For purposes of this Supplemental Plan, the term “Annuity” means the Life Annuity Form, the Joint and Survivor Annuity Form, and the Period Certain and Life Annuity Form.

Notwithstanding the foregoing, if a Participant’s Supplemental Retirement Benefit has a present value (determined in accordance with subsection 4.6 below) on the Participant’s Benefit Commencement Date of $25,000.00 or less, such benefit shall be distributed on the Benefit Commencement Date in the Lump Sum Form described in paragraph (d) above. For purposes of the Joint and Survivor Annuity Form, a Participant may designate any natural person as his “Contingent Annuitant” by signing a Contingent Annuitant Designation Form furnished by the Administrator. For purposes of the Period Certain and Life Annuity Form, and the Installment Form, a Participant may designate any legal or natural person as his “Contingent Annuitant” by signing a Contingent Annuitant Designation Form furnished by the Administrator. A Contingent Annuitant Designation Form will be effective only when the signed form is filed with the Administrator while the Participant is alive. A designation of a Contingent Annuitant may be revoked or amended only by the completion of a new Contingent Annuitant Designation Form, and only to the extent permitted by the provisions of the Supplemental Plan. If a Participant’s spouse is named as such Participant’s Contingent Annuitant, the Participant and such spouse are subsequently divorced, and such divorce occurs prior to the Benefit Commencement Date, then the designation of the spouse made prior to the divorce shall be null and void. In order to designate a former spouse as a Contingent Annuitant, a new Contingent Annuitant Designation Form must be completed. Subject to paragraphs (c) and (e) above (relating to the Period Certain and Life Form and the Installment Form), if a deceased Participant failed to designate a Contingent Annuitant as

Exhibit 10.8

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provided above, his benefits shall be paid in accordance with the following order of priority: (i) to his surviving spouse, if any; (ii) to his surviving children in equal shares; or (iii) the estate of the Participant.

4.6 Actuarial Equivalence A Participant’s Supplemental Retirement Benefit will be the Actuarial Equivalent of the

Participant’s benefit determined under subsection 3.1, determined by applying the appropriate interest rate and other actuarial assumptions set forth in Article 9.02(g) of the Retirement Plan as of the Participant's Benefit Commencement Date (with such Benefit Commencement Date determined without regard to the delay imposed by Section 4.7 (relating to Specified Employees)). 4.7 Specified Employees

If a Participant is a "Specified Employee" at the time of his separation from service, and payment of his benefits is pursuant to the separation from service, payment of the Participant’s Supplemental Plan benefits shall be made to him on the later of the date otherwise scheduled for such payment or the first day of the seventh month following such separation from service; provided that if payment of such benefit is delayed by reason of this subsection 4.7, amounts otherwise due to the Participant prior to the payment date shall be accumulated with interest determined in accordance with subsection 4.6, and paid to him on the first day of the seventh month. “Specified Employee” shall be defined in compliance with Treasury Regulation Section 1.409A-1(i) and such rules as may be established by the Chief Executive Officer of the Company or his delegate from time to time.

4.8 Payment of Supplemental Plan Benefits to Contingent Annuitants If a Participant dies before his Benefit Commencement Date and he is married at the time

of his death, then benefits will be provided to the Participant’s spouse (determined at the time of the Participant’s death, and referred to as the “Surviving Spouse”) to the extent provided in this subsection 4.8. If the Participant dies before his Benefit Commencement Date, benefits will be payable with respect to the Participant only to the extent provided under this subsection 4.8. For the avoidance of doubt, it is recited that no person will be entitled to benefits under this Supplemental Plan if the Participant dies before his Benefit Commencement Date without a Surviving Spouse or if the Participant dies before his Benefit Commencement Date with a Surviving Spouse and the Surviving Spouse does not survive until the Benefit Commencement Date.

(a) Annuity Form. If the Participant’s Distribution Election provides for payment of his

benefits as an Annuity (or benefits are otherwise to be paid as in an Annuity), then the Surviving Spouse will be entitled to the Pre-Retirement Surviving Spouse Benefit in the form of an annuity payable for her lifetime to which the Surviving Spouse would have been entitled under the Retirement Plan if the benefit had been determined under the Retirement Plan in accordance with subsection 3.1 of this Supplemental Plan, including the reduction provided by paragraph 3.1(b) (the “Supplemental Plan Pre-Retirement Surviving Spouse Benefit”).

Exhibit 10.8

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(b) Installment and Lump Sum Forms. If the Participant’s Distribution Election provides for

payment of his benefits in the Installment Form or the Lump Sum Form, and such election is in effect and has not been revoked before the Participant’s death, then the Surviving Spouse will be entitled to the Installment Form of payment over a period of five or ten years or to the Lump Sum Form, (with choice of the Lump Sum Form or the Installment Form, and the number of years of installments if applicable, to be as elected by the Participant in his Distribution Election), and such Installment Form or Lump Sum Form to be the actuarial equivalent of the Supplemental Plan Pre-Retirement Surviving Spouse Benefit.

(c) Time of Benefit Commencement. Benefits to the Surviving Spouse under this subsection

4.8 will commence (or in the case of the Lump Sum Form, will be made) on the Participant’s Benefit Commencement Date.

(d) Death after Benefit Commencement. If a Participant dies on or after his Benefit Commencement Date, no death benefits will be payable under the Supplemental Plan except as may be provided under the distribution method applicable to such benefits in accordance with subsection 4.5 hereof.

(e) Designation of Contingent Annuitant. If the Participant dies before his Benefit Commencement Date, then, for purposes of this subsection 4.8, the Participant’s designation of a Contingent Annuitant other than the Surviving Spouse will be disregarded, and instead the Participant will be treated as though he had designated the Surviving Spouse as his Contingent Annuitant.

(f) Application to Specified Employees. For purposes of this subsection 4.8, the provisions of

subsection 4.7 will be disregarded in determining the Participant’s Benefit Commencement Date.

4.9 Alienation of Benefits

The benefits payable to, or on account of, any individual under the Supplemental Plan may

not be voluntarily or involuntarily assigned or alienated.

4.10 Administration and Tax Liability (a) Notwithstanding any other provisions of this Supplemental Plan, it is intended that the

Supplemental Plan shall in all respects be operated in accordance with Section 409A. Further, the Administrator may modify the time of payment of the Participant’s benefits if it determines that such modification may be necessary to avoid acceleration of tax or imposition of penalties under Section 409A. Regardless of whether the Administrator modifies or fails to modify the time at which any such benefit is settled, paid-out, vested or transferred, the Participant shall be solely liable for any taxes, including without limitation taxes that may be imposed under Section 409A, additional taxes and interest incurred by reason of such transfer.

Exhibit 10.8

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(b) The Employers may withhold from any payment of benefits hereunder any taxes, RRTA or

FICA Amounts (defined in paragraph (d)) required to be withheld and such sum as the Employers may reasonably estimate to be necessary to cover any taxes for which the Employers may be liable and which may be assessed with regard to such payment.

(c) If, with respect to a Participant’s Plan benefits, RRTA or FICA Amounts (defined in

paragraph (d)) are due from a Participant more than 31 days before the Benefit Commencement Date for those benefits, the Company will pay to the applicable tax authorities: (i) the RRTA or FICA Amounts otherwise due from the Participant with respect to such benefits (including amounts due by reason of clause (ii) below); and (ii) the Income Tax Withholding Amounts (defined below) attributable to the amounts paid in accordance with clause (i) above as well as paid in accordance with this clause (ii). The Participant’s total Supplemental Plan Benefit will be reduced by an amount that is the actuarial equivalent of the taxes withheld and paid in accordance with clauses (i) and (ii) above, with such reduction effected by an identical percentage reduction of each payment otherwise due under the Plan with respect to the Participant. For purposes of this paragraph (c), actuarial equivalency shall be determined under principles set forth in subsection 4.6, using the assumptions applicable as of the date such Benefit is taken into account by the Employer for purposes of paragraph (b).

(d) The term “RRTA or FICA Amounts” means the Railroad Retirement Tax Act tax imposed

under Code section 3201, section 3211, section 3231(e)(1), and section 3231(e)(8), and the Federal Insurance Contributions Act tax imposed under Code section 3101, section 3121(a), and section 3121(v)(2) where applicable. The term “Income Tax Withholding Amounts” means the income tax at source on wages imposed under Code section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA or RRTA Amounts, and the additional income tax at source on wages attributable to the pyramiding section 3401 wages.

Section 5

Administration

5.1 Authority

The Administrator shall have the following discretionary authority, powers, rights and duties in addition to those vested in the Administrator elsewhere in the Supplemental Plan: (a) to adopt and apply in a uniform and nondiscriminatory manner to all persons similarly

situated, such rules of procedure and regulations as, in its opinion, may be necessary for the

Exhibit 10.8

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proper and efficient administration of the Supplemental Plan and as are consistent with the provisions of the Supplemental Plan;

(b) to enforce the Supplemental Plan in accordance with its terms and with such applicable

rules and regulations as may be adopted by the Administrator; (c) to determine conclusively all questions arising under the Supplemental Plan, including the

power to determine the eligibility of employees and the rights of Participants and other persons entitled to benefits under the Supplemental Plan and their respective benefits, to make factual findings and to remedy ambiguities, inconsistencies or omissions of whatever kind;

(d) to maintain and keep adequate records concerning the Supplemental Plan and concerning

its proceedings and acts in such form and detail as the Administrator may decide; (e) to direct all payment of benefits under the Supplemental Plan; and (f) to employ such agents, attorney, accountants or other persons (who may also be employed

by or represent the Employers) for such purposes as the Administrator considers necessary or desirable to discharge the Administrator’s duties.

The Administrator may from time to time delegate duties to members of the Human Resources Department or other employees of the Company.

5.2 Information to be Furnished to the Administrator

The Employers shall furnish to the Administrator such data, tax withholding certifications

and information as may be required for it to discharge its duties, and the records of the Employers shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Supplemental Plan must furnish to the Administrator such evidence, data or information as the Administrator considers desirable to carry out the Supplemental Plan.

5.3 Decisions

Any interpretation of the Supplemental Plan and any decision on any matter within the discretion of the Administrator made by the Administrator shall be binding on all persons, provided, however, that any person claiming entitlement to benefits in an amount other than that received shall have the right after review and denial, in whole or in part, of such claim by the Administrator to a review of such denial by the Burlington Northern Santa Fe Employee Benefits Committee (the “Committee”). Such review shall be initiated by the written request therefore by such person filed with the Committee within 60 days after receipt by the person of the denial by the Administrator. The Committee may from time to time delegate its duties to members of the Human Resources Department or other employees of the Company. A misstatement or other mistake of fact shall be corrected when it becomes known, and the Administrator shall make such adjustment on account thereof as it considers equitable and practicable. Any interpretation of the

Exhibit 10.8

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Supplemental Plan with respect to benefits payable to the Administrator shall be made by the Committee.

Section 6

Amendment and Termination

6.1 Amendment and Termination The Supplemental Plan may be amended at any time and from time to time by the Chief Executive Officer of the Company or resolution of the Board of Directors of the Company; provided however, the Chief Executive Officer of the Company may not amend the Supplemental Plan in any manner which would make benefit or other changes materially increasing an Employer’s liabilities under the Supplemental Plan, make amendments required by law to be approved by the Board of Directors or a committee thereof, make amendments which change the design of the Supplemental Plan with respect to the allocation of responsibilities, or make changes affecting the Company’s indemnification obligations. The Supplemental Plan may be terminated by resolution of the Board of Directors of the Company. No amendment or termination of the Supplemental Plan may: (a) reduce or impair the interests of Participants in benefits being paid under the Supplemental

Plan as of the date of the amendment or termination, as the case may be; or (b) reduce the amount of Supplemental Retirement Benefits payable to or on account of an

employee of an Employer to an amount which is less that the amount to which he would be entitled in accordance with the provisions of the Supplemental Plan if the employee terminated employment immediately prior to the date of the amendment or termination, as the case may be, and the employee were fully vested in his benefits accrued through the date of such amendment or termination.

Notwithstanding the foregoing, in no event shall any such termination or distribution be made to the extent that it would not satisfy the provisions of Treasury Regulation Section 1.409A-3 (or other applicable provisions of Section 409A).

6.2 Merger

No Employer will merge or consolidate with any other corporation, or liquidate or dissolve, without making suitable arrangements, satisfactory to the Administrator, for the payment of any benefits payable under the Supplemental Plan.

Exhibit 10.8

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Section 7

Change in Control 7.1 Definition.

A "Change in Control" shall be deemed to have occurred if:

(1) any "person" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange

Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities;

(2) during any period of two consecutive years (not including any period prior to the effective

date of this provision), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (1), (3) or (4) of this definition) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(3) the stockholders of the Company approve a merger or consolidation of the Company with

any other company other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 25% of the combined voting power of the Company's then outstanding securities; or

(4) the stockholders of the Company adopt a plan of complete liquidation of the Company or

approve an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. For purposes of this clause (4), the term "the sale or disposition by the Company of all or substantially all of the Company's assets" shall mean a sale or other disposition transaction or series of related transactions involving assets of the company or of any direct or indirect subsidiary of the Company (including the stock of any direct or indirect subsidiary of the Company) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefor or by such other method as the Board of Directors of the Company determines is appropriate in a

Exhibit 10.8

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case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the fair market value of the Company (as hereinafter defined). For purposes of the preceding sentence, the "fair market value of the Company" shall be the aggregate market value of the outstanding shares of Stock (on a fully diluted basis) plus the aggregate market value of the Company's other outstanding equity securities. The aggregate market value of the shares of Stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "Transaction Date") shall be determined by the average closing price of the shares of Stock for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of the Company shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the shares of Stock or by such other method as the Board of Directors of the Company shall determine is appropriate.

Notwithstanding the foregoing, a merger, consolidation, acquisition of common control, or

business combination of the Company and a Class I Railroad or a holding company of a Class I railroad that is approved by the Board shall not constitute a "Change in Control" unless the Board makes a determination that the transaction shall constitute a "Change in Control."

7.2 Effect of a Change in Control

Notwithstanding any other provision of the Supplemental Plan to the contrary, in the event of a Change in Control, each Participant shall immediately be fully vested in the amounts accrued under the Supplemental Plan. The Company shall be obligated to transmit funds equal to the present value of the Supplemental Retirement Benefits under this Supplemental Plan to the Burlington Northern Santa Fe Corporation Amended and Restated Benefits Protection Trust or a successor to such trust (such trust, together with any such successor, referred to as the “Trust”) to the extent required by the provisions of such Trust. For purposes of this subsection 7.2, the present value of the Supplemental Retirement Benefits under this Supplemental Plan shall be determined by applying the assumptions set forth in the Retirement Plan, provided that for purposes of determining the discount rate, an interest rate equal to the average yield to worst specified in the Lehman Brothers U.S. Aggregate Index for the last day of each month for the sixty calendar months prior to the calendar month in which the Change in Control occurs shall be used, and the reduction factors for early commencement applicable at the earliest age the Participant would be eligible for Early Retirement shall be used.

Exhibit 10.8

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SCHEDULE A (1) Plans and Programs providing for non-qualified deferred compensation or compensation

foregone in exchange for a Company stock award which is not taken into account under the Retirement Plan but which is taken into account under the Supplemental Plan

Burlington Northern Inc. Deferred Compensation Plan Santa Fe Pacific Supplemental Deferred Compensation Plan Burlington Northern Santa Fe Incentive Bonus Stock Program Burlington Northern Santa Fe Salary Exchange Option Program Burlington Northern Santa Fe Estate Enhancement Program Santa Fe Pacific Supplemental Retirement and Savings Plan Burlington Northern Santa Fe Supplemental Investment and Retirement Plan

(2) Other compensatory arrangement established by the Company relating to benefits under the

Supplemental Plan Retirement Benefit Agreement between R. D. Krebs and Santa Fe Pacific Corporation, dated March 24, 1992 Retirement Benefit Agreement between R. D. Krebs and Burlington Northern Santa Fe Corporation, dated December 12, 2001 Retirement Benefit Agreement between M. D. Dealy and The Atchison, Topeka and Santa Fe Railway Company, dated July 19, 1993 Retirement Benefit Agreement between BNSF Corporation and John Klaus, dated January

22, 2000

Retirement Benefit Agreement between Burlington Northern Santa Fe Corporation and Mr. Craig Hill, dated January 26, 2000

Retirement Benefit Agreement between BNSF Corporation and Sami Shalah, dated January

27, 2000 Retirement Benefit Agreement between BNSF Corporation and Gloria Zamora, dated

October 30, 2001

Exhibit 10.8

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Retirement Benefit Agreement between Burlington Northern Santa Fe Corporation and Mr. Matthew K. Rose, dated April 19, 2002

Retirement Benefit Agreement between Burlington Northern Santa Fe Corporation and Mr.

Charles L. Schultz, dated May 22, 2003 Retirement Benefit Agreement between BNSF Corporation and John Lanigan, dated March

20, 2003

Exhibit 10.13

BURLINGTON NORTHERN SANTA FE CORPORATION

SUPPLEMENTAL INVESTMENT AND RETIREMENT PLAN As Amended and Restated November 3, 2008, effective as of January 1, 2005

ARTICLE I - GENERAL Section 1.1 Establishment of Plan and Purpose. Burlington Northern Santa Fe Corporation, a Delaware Corporation (hereinafter the "Company"), has established the Burlington Northern Santa Fe Supplemental Investment and Retirement Plan (hereinafter the “Plan” or the “Supplemental Plan”), effective January 1, 1997. The Plan is subject to the following:

(a) The Plan is intended to replace the Burlington Northern Inc. Restoration Plan and the Santa Fe Pacific Corporation Supplemental Retirement and Savings Plan, and both plans were merged into this Plan, provided, however, that any compensation deferred under the terms of a predecessor plan shall be distributed pursuant to the terms of the deferral election made under such plan.

(b) The purpose of the Plan is to provide certain highly compensated employees of the Company and certain of its Affiliated Companies that adopt the Plan the opportunity to defer the receipt of compensation and to receive additional retirement income.

(c) This Plan is not intended to qualify under section 401(a) of the Internal Revenue Code of

1986, as amended (hereinafter the "Code"), or be subject to Parts 2, 3, or 4 of Title I of the Employee Retirement Income Security Act of 1974, as amended (hereinafter "ERISA").

(d) The Plan as set forth herein shall apply to distributions under the Plan commencing on or after January 1, 2005 (the “Effective Date” of the Plan as set forth herein), excluding payments made before or made after the Effective Date that are part of a series of installment or annuity payments that commenced prior to the Effective Date; provided that payments that commenced prior to the Effective Date will be subject to the applicable provisions of the Plan as in effect prior to the Effective Date.

(e) It is the intention that all amounts deferred under the Plan will be subject to the provisions of section 409A of the Code and applicable guidance issued thereunder (“Section 409A”), regardless of whether such amounts were deferred (within the meaning of Section 409A) on, prior to, or after January 1, 2005; provided, however, that amounts deferred as of December 31, 2004 with respect to Participants for whom no amounts are deferred after December 31, 2004 are not intended to be subject to the provisions of Section 409A and such amounts shall continue to be subject to the terms and conditions of the Plan as in effect prior to January 1, 2005. Section 1.2 Affiliated Companies. The term "Affiliated Company" shall mean all persons with whom the Company is considered to be a single employer under section 414 (b) of the Code

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and all persons with whom the Company would be considered a single employer under section 414 (c) of the Code. The Company and each Affiliated Company which, with the consent of the Chief Executive Officer or Board of Directors of the Company, adopts the Plan are referred to herein collectively as the "Employing Companies" and individually as an "Employing Company". Section 1.3 Plan Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Vice President – Human Resources and Medical of the Company (hereinafter the "Administrator"). Any interpretation of the Plan by the Administrator or the Administrator’s delegate and any decision made by the Administrator or the Administrator’s delegate on any other matter within the Administrator’s discretion are final and binding on all persons. The Administrator shall have discretionary authority to administer, construe and interpret the Plan, to decide all questions including but not limited to eligibility, payment of any benefits hereunder, and to make all other determinations deemed necessary or advisable for the administration of the Plan, provided, however, that any person claiming entitlement to benefits in an amount other than that received shall have the right after review and denial, in whole or in part, of such claim by the Administrator to a review of such denial by the Burlington Northern Santa Fe Employee Benefits Committee (hereinafter the “Committee”). Such review shall be initiated by the written request therefore by such person filed with the Committee within 60 days after receipt by the person of the denial by the Administrator. The Committee shall act with or without a meeting by the vote or concurrence of a majority of its members; but no member of the Committee who is a Participant shall take part in any Committee action or any matter that has particular reference to his own interest hereunder. The Administrator and the Committee shall discharge their responsibilities hereunder in a uniform and non-discriminatory manner as to all Participants. The Administrator and the Committee may from time to time delegate duties to members of the Human Resources Department or other employees of the Company. Section 1.4 Non-Alienation. Benefits payable to any individual under the Plan may not be voluntarily or involuntarily assigned, alienated, pledged or subject to attachment, anticipation, garnishment, levy, execution or other legal or equitable process. Section 1.5 Source of Benefits. The amount of any benefit payable under the Supplemental Plan will be paid in cash from the general assets of the Employers or from one or more trusts, the assets of which are subject to the claims of the Employers' general creditors in the event of bankruptcy or insolvency. Such amounts payable shall be reflected on the accounting records of the Employers but shall not be construed to create, or require the creation of, a trust, custodial or escrow account. Nothing contained in this Supplemental Plan and no action taken pursuant to its provisions, shall create a trust or fiduciary relationship of any kind between an Employer and an employee or any other person. Neither an employee nor beneficiary of an employee shall acquire any interest greater than that of an unsecured creditor, subject to any preferences provided by federal bankruptcy laws.

Exhibit 10.13

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Section 1.6 Plan Not Contract of Employment. The Plan does not constitute a contract of employment, and nothing in the Plan will give any participant the right to be retained in the employ of any Employing Company, nor any right or claim to any benefit under the Plan, except to the extent specifically provided under the terms of the Plan. Section 1.7 Notices. Subject to subsection 4.1, any notice or document required to be given to or filed with an Employing Company, the Company, the Administrator or the Committee shall be considered to be given or filed:

(a) on the date delivered to the Administrator; or

(b) three days after the date sent by certified mail to the Administrator. Section 1.8 Applicable Law. The Plan shall be construed and administered in accordance with the internal laws of the State of Texas. Section 1.9 Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular. Section 1.10 Plan Year. The Plan Year shall be the calendar year. ARTICLE II - PARTICIPATION Section 2.1 Participation. As of the Effective Date, the Employing Companies which are authorized to participate in the Plan are BNSF Railway Company, BNSF Logistics, LLC, Los Angeles Junction Railway Company, Meteor Communications Corporation and Western Fruit Express Company, provided, however, that the Chief Executive Officer of the Company shall have the authority to modify the authorization of an Employing Company to participate in the Plan, including the authority to authorize the participation in the Plan of additional Employing companies. The class of highly-compensated employees of each Employing Company who shall be eligible for the benefits provided in Article IV below (hereinafter the "Eligible Employees") shall be limited to employees who are members of a select group of management or highly compensated employees within the meaning of Section 401(a)(1) of ERISA and shall consist of those employees in Salary Bands 34 or higher and such employees who are designated to be treated as Employees in Salary Bands 34 or higher for purposes of compensation. The Chief Executive Officer of the Company shall have the authority to modify the description of the class of employees who shall be eligible to participate in the Plan, including the authority to designate additional employees who shall be eligible to participate in the Plan, provided that participation in the Plan shall at all times be limited to employees who are members of a select group of management or highly compensated employees within the meaning of Section 401(a)(1) of ERISA. Employees shall be eligible to commence participation in the Plan 30 days after they become members of the class of highly-compensated employees described in the preceding sentence. If the Company determines that participation by one or more Participants shall cause the Plan as applied to any Employing Company to be subject to

Exhibit 10.13

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Parts 2, 3, or 4 of Title I of ERISA, the entire interest of such Participant or Participants under the Plan shall be immediately segregated from the Plan, and such Participant or Participants shall cease to have any interest under this Plan, but such amounts shall continue to be subject to the terms identical to the terms of the Plan (including, without limitation, the provisions of Article VI). ARTICLE III - VESTING Section 3.1 Vesting. A Participant shall be fully vested in his deferral amounts and earnings at all times and subject to investment gains and losses. A Participant shall be vested in Employer Matching Contributions in accordance with the vesting schedule set forth in Article 6 of the Burlington Northern Santa Fe Investment and Retirement Plan (the "Investment Plan"). ARTICLE IV - DEFERRALS Section 4.1 Deferral Elections. An Eligible Employee for any Plan Year may elect to defer Eligible Compensation, and thereby become a Participant in the Plan, subject to the following: (a) The Employee Eligible may elect to defer Eligible Compensation with respect to services performed in the calendar year by filing a written Deferral Election Form with the Administrator not later than the last day of the preceding calendar year; provided that (i) such election must be irrevocable not later than the last day of such preceding calendar year; (ii) the Committee may establish an earlier deadline for such elections; and (iii) the Deferral Election form, and the filing thereof, shall be subject to such other rules (not inconsistent with the foregoing) as may be established by the Committee (including, without limitation, providing that the most recent Deferral Election Form shall remain in effect for subsequent years unless such election is revoked or a new election is made for the subsequent year). Subject to such rules as the Administrator may establish (including, without limitation, rules relating to verification as to date and time), a Deferral Election Form shall be deemed filed at the time it is received by the Administrator. Such election may be filed by personal delivery, by mail, by prepaid overnight courier, by facsimile, by telephone, by on-line internet or intranet access to the extent that such methods are permitted by the Administrator, or by such other means as may be permitted by the Administrator. If a Participant has a taxable year that is other than the calendar year, then, to the extent required by Section 409A, the term “calendar year” (when used in the Plan) shall instead mean the Participant’s taxable year. (b) Unless the Compensation and Development Committee of the Board otherwise specifies, a Participant may elect to defer (i) up to 25% of base salary that is not eligible Compensation under the Investment Plan, and (ii) up to 25% of any cash incentive payments that are not eligible Compensation under the Investment Plan. In addition to the deferral permitted pursuant to the preceding sentence, a Participant may elect to defer the amount that the Participant is prevented from contributing to the Investment Plan by reason of the limitation on before-tax contributions under section 402(g)(1) of the Code (determined without regard to whether the Participant in fact contributed to the Investment Plan the maximum amount permitted by Code section 402(g). A Deferral Election form must specify the percentage, if any, which the Participant chooses to defer and authorize his Employing Company to make payroll deductions; provided, however, that the

Exhibit 10.13

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percentage rate of deferral applicable to the Participant’s Salary and applicable to the Participant’s Bonus, respectively, for any year must be at the same rate as the percentage rate applicable to the Participant’s deferral election under the Investment Plan applicable to the Participant’s Salary and Bonus for that year (determined as of the first day of that year), except that with respect to the either or both of the Participant’s Salary and Bonus for the year, the Participant may elect that no deferral occur under this Plan. (c) For the first calendar year in which an individual becomes eligible to participate in any of the Plan and the Related Plans, the individual may file an initial Deferral Election Form to participate in this Plan, provided that such election must be made by filing a Deferral Election Form to defer Eligible Compensation within 30 days after the date the individual initially becomes eligible to participate in any of the Related Plans, and may only apply with respect to Eligible Compensation paid with respect to services to be performed after the election is filed. Where a Deferral Election is made under this paragraph (c) with respect to a bonus, the election may apply to no more than an amount equal to the total amount of the bonus for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period. The term "Related Plan" shall mean any other account balance plan providing for the deferral of compensation at the election of the Participant that is required to be aggregated with this Plan pursuant to Treasury Regulation Section 1.409A-1(c)(2)(A). (d) An employee’s “Eligible Compensation” for any calendar year shall be the sum of:

(i) The employee’s “Salary” for the year, which is the regular rate of pay specified for his position for the year, including only the total of base salary, sales commissions and similar sales-based cash compensation, and any other amounts specified by the Committee as Salary prior to the beginning of such year. For purposes of the preceding sentence, base salary scheduled to be paid after the last day of that calendar year solely for services performed during the final payroll period (as defined in Code section 3401(b)) containing the last day of the calendar year is treated as base salary for services performed in the subsequent calendar year in which the payment is made.

(ii) The employee’s “Bonus” for the year, which is the total of his cash bonuses paid under the Incentive Compensation Plan prior to termination of employment, annual cash performance bonuses paid prior to termination of employment to employees who are assigned to positions which are not eligible for the Incentive Compensation Plan, bonuses which are exchanged for an Exchange Grant under the BNSF Incentive Bonus Stock Program or any similar program maintained by an Affiliated Company and which are payable prior to termination of employment, bonuses which are deferred under the BNSF Senior Management Stock Deferral Plan and which are payable prior to termination of employment, and contributions made under a salary reduction agreement to a qualified cash or deferred arrangement or a cafeteria plan which meets the requirements of Section 125 of the Code and any other amounts specified by the Committee as Bonus prior to the beginning of such year.

Exhibit 10.13

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“Compensation” shall not include severance benefits, payments for earned but unused vacation, automobile allowances, imputed income under any group term life insurance program, business or moving expense or other reimbursements, fringe benefits or similar items, lump sum payments in lieu of merit increases, payments while on a leave of absence other than for short-term illness, relocation benefits and geographic differentials, the grant of stock and any cash payments relating thereto, the grant or exercise of an option to acquire stock, cash awards in lieu of stock options, and payments made under any company Long-Term Disability Plan paid to a Participant by a Participating Company.

Section 4.2 Employer Matching Contribution. Subject to such limitations as the Administrator may from time to time impose, for each Plan Year, a Participant shall be credited with an "Employer Matching Contribution" equal to the amount determined pursuant to paragraph (a) below minus the amount determined pursuant to paragraph (b) below: (a) The amount determined pursuant to this paragraph (a) is equal to the sum of:

(i) the Deferred Compensation Eligible for Matching for the year multiplied by 50% or such lesser matching rate as may be applicable for the year (if any) under the first paragraph of subsection 4.4 of the Investment Plan with respect to the Participant; plus

(ii) the Deferred Compensation Eligible for Matching for the year multiplied by the matching rate (if any) applicable for the year under the second paragraph of subsection 4.4 of the Investment Plan with respect to the Participant.

(b) The amount determined pursuant to this paragraph (b) is the sum of the amounts that would have been credited to the Participant’s Investment Plan Account under the first paragraph and under the second paragraph of subsection 4.4 of the Investment Plan for the year, with such amounts determined as though the Participant had elected to make the maximum amount of Deferred Contributions permitted under the Investment Plan for the year (determined without regard to whether the Participant had in fact elected to make the maximum amount of Deferred Contributions for the year). A Participant’s “Deferred Compensation Eligible for Matching” for any year is the amount deferred under this Plan for that year, up to 6 percent of the Eligible Compensation (as defined in paragraph 4.1(d) of this Plan). ARTICLE V - PLAN ACCOUNTING Section 5.1 Accounts. The Administrator shall establish an Account for each Participant who elects to participate in the Plan under subsection 6.4. Each Account shall be adjusted in accordance with this Article V in a uniform, non-discriminatory manner, as of such periodic "Accounting Dates" as may be determined by the Administrator from time to time (which Accounting Dates shall be not less frequent than quarterly). As of each Accounting Date, the balance of each Account shall be adjusted as follows:

Exhibit 10.13

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(a) first, charge to the Account balance the amount of any distributions under the Plan with respect to that Account that have not previously been charged; (b) then, credit to the Account balance the amount of the compensation to be deferred by the Participant in accordance with the provisions of subsection 4.1 and the amount of Employer Matching Contributions to be credited in accordance with Section 4.2 that have not previously been credited; (c) then, adjust the Account balance for the applicable assumed rate of earnings in accordance with subsection 5.2. Section 5.2 Adjustment of Accounts for Earnings. The amounts credited to a Participant's Account in accordance with subsections 4.1 and 4.2 shall be adjusted as of each Accounting Date to reflect the value of an investment equal to the Participant's Account balance in one or more assumed investments that the Committee offers from time to time, and which the Participant directs the Administrator to use for purposes of adjusting his Account. Such amount shall be determined without regard to taxes that would be payable with respect to any such assumed investment. The Committee may eliminate any assumed investment alternative at any time; provided, however, that the Committee may not retroactively eliminate any assumed investment alternative. To the extent permitted by the Administrator, the Participant may elect to have different portions of his Account balance for any period adjusted on the basis of different assumed investments. The Account of each Participant shall be credited with the amount deferred by the Participant as of the date on which the amount is communicated to the Plan recordkeeper which shall be as soon as reasonably practicable after the date the compensation would otherwise have been payable to the Participant, or, if such date is not an Accounting Date, as of the first Accounting Date occurring thereafter. Notwithstanding the election by Participants of certain assumed investments and the adjustment of their Accounts based on such investment decisions, the Plan does not require, and no trust or other instrument maintained in connection with the Plan shall require that any assets or amounts which are set aside in a trust or otherwise for the purpose of paying Plan benefits shall actually be invested in the investment alternatives selected by Participants. Section 5.3 Participant Statements. At least quarterly, the Administrator shall cause to be furnished to each Participant a statement indicating, on the basis of the latest available information, the status of the Participants' Accounts. ARTICLE VI - PAYMENT OF DEFERRED AMOUNTS Section 6.1 Separation from Service. Subject to the provisions of subsections 1.5 and 6.4, and such other rules as the Administrator may establish, upon a Participant's death or separation from service, the Participant's entire Account balance, including the Employer's Matching Contribution on amounts deferred prior to the Participant's death or separation date, shall be paid to or on account of the Participant as follows:

(a) in a single lump sum payment which shall be due on the 30th day after his date of death;

Exhibit 10.13

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(b) in a single lump sum payment which shall be due July 31 of the year following the year in which separation occurs; or

(c) if elected by the Participant (i) prior to November 30, 2008, or (ii) within 30 days after the date he becomes eligible to participate in the Plan, in annual installments over a period of five or fewer years, beginning on or about July 31 of the calendar year following the date of his separation from service. Section 6.2 Beneficiary Designation. Each Participant may, from time to time by signing a form furnished by the Administrator, designate any legal or natural person or persons (who may be designated contingently or successively) to whom his benefits under the Plan are to be paid if he dies before he receives all of his benefits. A beneficiary designation form will be effective only when the signed form is filed with the Administrator while the Participant is alive. A beneficiary designation may be revoked or amended only by the completion of a new beneficiary designation form, provided, however, that if a Participant’s spouse is named as such Participant’s beneficiary, and the Participant and such spouse are subsequently divorced, then the designation of the spouse made prior to the divorce shall be null and void. In order to designate a former spouse as a beneficiary, a new beneficiary designation form must be completed. If a deceased Participant failed to designate a beneficiary as provided above, or if the designated beneficiary of a deceased Participant died before him, his benefits shall be paid in accordance with the following order of priority: (i) to his surviving spouse, if any; (ii) to his surviving children in equal shares; or (iii) the estate of the last to die of the Participant or his designated beneficiary. The benefits under this Plan which are payable to a beneficiary shall be paid in a lump sum. Section 6.3 Withholding for Tax Liability. The Company may withhold or cause to be withheld from any payment of benefits made pursuant to the Plan any taxes required to be withheld with regard to such payment.

Section 6.4 Specified Employees. If a Participant is a "Specified Employee" at the time of his separation from service, payment of the Participant’s Supplemental Plan benefits shall be made to him on the later of the date otherwise scheduled for such payment or the first day of the seventh month following such separation from service; provided that if payment of such benefit is delayed by reason of this subsection 4.1, amounts otherwise due to the Participant prior to the payment date shall be accumulated and paid to him, without interest, on the first day of the seventh month. “Specified Employee” shall be defined in accordance with Treasury Regulation Section 1.409A-1(i) and such rules as may be established by the Chief Executive Officer of the Company or his delegate from time to time.

Section 6.5 Accelerated Distribution. If the Plan fails to meet the requirements of Section

409A with respect to any Participant, the Participant will receive a distribution equal to the amount required to be included in income as a result of the failure.

Section 6.6 Termination of Employment. A Participant’s “Termination of Employment”

(including references to a Participant’s employment termination and terminating employment, as well as references to a Participant’s separation, separation date, and separation from service) shall

Exhibit 10.13

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mean the Participant ceasing to be employed by the Company and the Affiliated Companies, subject to the following: (a) The employment relationship will be deemed to have ended at the time the employee and his employer reasonably anticipate that a level of bona fide services the employee would perform for the Company and the Affiliated Companies after such date (whether as an employee or independent contractor, but not as a director) would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36 month period (or the full period of service to the Company and the Affiliated Companies if the employee has performed services for the Company and the Affiliated Companies for less than 36 months). In the absence of an expectation that the employee will perform at the above-described level, the date of termination of employment will not be delayed solely by reason of the employee continuing to be on the Company's and the Affiliated Companies' payroll after such date. (b) The employment relationship will be treated as continuing intact while the employee is on a bona fide leave of absence (determined in accordance with Treasury Regulation Section 1.409A-1(h)).

Section 6.7 Section 409A. The Committee may modify the time at which any payment under the Plan will be settled, paid-out, vested or transferred if it determines that such modification may be necessary to avoid acceleration of tax or imposition of penalties under Section 409A. Regardless of whether the Committee modifies or fails to modify the time at which any such Award is settled, paid-out, vested or transferred, the Participant shall be solely liable for any taxes, including without limitation taxes that may be imposed under Section 409A, penalties and interest incurred by reason of such transfer. ARTICLE VII - CHANGE IN CONTROL Section 7.1 Change in Control. In the event of a change in control as defined in The Burlington Northern Santa Fe 1999 Stock Incentive Plan, all Accounts shall be fully vested. Section 7.2. Trust. The Company shall be obligated to transmit funds equal to the outstanding liabilities under this Plan to the Burlington Northern Santa Fe Corporation Amended and Restated Benefits Protection Trust or a successor to such trust (such trust, together with any such successor, referred to as the “Trust”) to the extent required by the provisions of such Trust. ARTICLE VIII - AMENDMENT OR TERMINATION Section 8.1 Amendment or Termination. This Plan may be amended at any time and from time to time by the Chief Executive Officer of the Company or resolution of the Board of Directors of the Company; provided, however, the Chief Executive Officer of the Company may not amend the Plan in any manner which would make benefit or other changes materially increasing an Employing Company’s liabilities under the Plan, make amendments required by law to be approved

Exhibit 10.13

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by the Board of Directors or a committee thereof, make amendments which change the design of the Plan with respect to the allocation of responsibilities, or make changes affecting the Company’s indemnification obligations. The Board of Directors of the Company may terminate the Plan at any time without the consent of the participants or beneficiaries. No amendment or termination shall divest any Participant or beneficiary of the credits to his Account, or any rights to which he would have been entitled if the Plan had been terminated immediately prior to the effective date of such amendment or termination. Any Employing Company may terminate its participation in the Plan with respect to compensation or with respect to services performed in calendar years after the year in which such termination is adopted. Upon termination of the Plan as to any Employing Company, the Company may, in its discretion applied in a uniform manner, provide that amounts attributable to that Employing Company shall be distributed in accordance with the provisions of 6.1; and upon termination of the Plan as to all Employing Companies, the Company may, in its sole discretion applied in a uniform manner to all Participants, cause a lump sum payment of all benefits for all Participants to be made as soon as reasonably practicable on the date established for payment under subsection 6.1(b). Notwithstanding the foregoing, in no event shall any such termination or distribution be made to the extent that it would not satisfy the provisions of Treasury Regulation Section 1.409A-3 (or other applicable provisions of Section 409A).

Exhibit 10.13

Exhibit 10.14 As Amended and Restated December 11, 2008,

effective January 1, 2009 BURLINGTON NORTHERN INC.

DIRECTOR’S CHARITABLE AWARD PROGRAM

1. PURPOSE OF THE PROGRAM. The Burlington Northern Inc. Charitable Award Program (the “Program”) allows each eligible Director of Burlington Northern Inc. (the “Company”) to recommend that the Company make a $1,000,000 corporate donation to an eligible tax-exempt educational institution(s) (the “Donee(s)”) selected by the Director, with the donation to be made, in the Director’s name, in five equal consecutive annual installments of $200,000. The purpose of the Program is to acknowledge the service of the Company’s Directors, recognize the interest of the Company and its Directors in supporting worthy educational institutions, and enhance the Company’s Director benefit program so that the Company is able to continue to attract and retain Directors of the highest caliber.

2. ELIGIBILITY. All persons serving as Directors of the Company as of April 20, 1995, or after, shall be eligible to participate in the Program upon the date of their third anniversary of service as a Director of the Company. Prior service on the board of directors of a company that is merged with or acquired by the Company or its subsidiary will be credited to a Director for purposes of meeting the three year service eligibility period. Eligibility shall at all times be subject to forfeiture as provided in Section 6 of this Program.

3. RECOMMENDATION OF DONATION. When a Director becomes eligible to participate in the Program, he or she shall make a written recommendation to the Company, on a form approved by the Company for this purpose, designating the Donee(s) which he or she intends to be the recipients(s) of the Company donation to be made on his or her behalf. The number of Donees recommended by a Director shall be limited to a maximum of five. A Director may revise or revoke any such recommendation prior to his or her death by signing a new recommendation form and submitting it to the Company.

4. AMOUNT AND TIMING OF DONATION. Each eligible Director may recommend one educational institution to receive a Company donation of $1,000,000, or up to five such institutions to receive donations aggregating $1,000,000. The donation will be made by the Company in five equal consecutive annual installments of $200,000, with the first installment to be made within sixty (60) days after the Director’s death. Each subsequent annual installment shall be made on the anniversary date of the first installment. If a Director recommends more than one institution to receive a donation, each will receive a prorated portion of each annual installment. Alternatively, each annual installment payment will be divided among the recommended institutions in the same proportions as the total donation amount has been allocated among the institutions by the Director. However, a Director may instruct the Company to allocate the installment payments in a different manner.

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5. DONEES. In order to be eligible to receive a donation, a recommended educational institution must qualify as a tax-exempt organization under Internal Revenue Code Section 501(c)(3), and must be reviewed and approved by the Compensation and Nominating Committee of the Board (the “Committee”). A recommendation will be approved only if the Committee, in its sole discretion, determines that the goals and purposes of the institution are consistent with the business purposes and charitable philosophy of the Company.

6. FORFEITURE. No donation will be made on a Director’s behalf after he or she terminates Board service, unless such termination of service is as a result of death, disability, retirement, or such other circumstances as deemed appropriate by the Committee. Provided, however, that with respect to a Director who is or was a full-time employee of the Company and has resigned from the Board coincident with retirement from full-time employment, a donation will be made if such Director retires from or has already retired from the Company at the normal retirement date determined under the retirement or pension plan of the Company or under the terms of the Director’s employment agreement with the Company.

7. FUNDING AND PROGRAM ASSETS. The Company will fund the Program in a manner it deems appropriate in its sole discretion. Neither the Directors nor their recommended Donee(s) shall have any rights or interests in any contributions or any other assets of the Company by virtue of this Program. Nothing contained in the Program shall create, or be deemed to create, a trust, actual or constructive, for the benefit of a Director or any Donee recommended by a Director to receive a donation, or shall give, or be deemed to give, any Director or recommended Donee any interest in any assets of the Program or the Company.

8. AMENDMENT OR TERMINATION. The Board of Directors of the Company may, at any time and for any reason, amend, suspend, or terminate the Program, provided, that any such change shall in no way diminish or impair a donation on behalf of any Director who has become eligible to participate in the Program as of the date of the change. Neither a participating Director nor any recommended institution acquires any legal right to any donation by virtue of the recommendation.

9. ADMINISTRATION. The Program shall be administered by the Committee. The Committee shall have plenary authority in its discretion, but subject to the provisions of the Program, to prescribe, amend, interpret, apply, and rescind rules, regulations, and procedures relating to the Program. In administering the Program, the Committee may delegate any function, as it deems appropriate, to a committee consisting of the Chairman of the Company, and the Company’s Executive Vice President of Employee Relations or Vice President of Human Resources. The determinations of the Committee on the foregoing matters shall be conclusive and binding on all interested parties.

Exhibit 10.14

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10. CHANGE IN CONTROL. In the event of a “Change in Control,” unless prior to the “Change in Control” the Board of Directors provides otherwise, (a) the Program may not be amended or terminated with respect to a participating former or then serving Director, and (b) the Company will immediately: (i) designate the recommended educational institutions as beneficiaries in connection with the Program; (ii) provide all necessary funds to make the designated donations; and (iii) place the funds into a trust administered by an independent trustee. For purposes of the Program, “Change in Control” will be defined as the term is defined in the Burlington Northern Inc. Change In Control Agreement, as amended. The merger of the Company and Santa Fe Pacific Corporation which the stockholders of the Company approved on February 7, 1995 (the “Merger”) does not qualify as a “Change in Control” under the terms of this Program. No event relating to the Merger will constitute a “Change in Control” for the purpose of this Program.

11. GOVERNING LAW. The Program shall be construed and enforced according to the laws of the state of Texas, and all provisions thereof shall be administered according to the laws of said state.

12. EFFECTIVE DATE. The effective date of the Program shall be April 20, 1995.

Exhibit 10.14

Exhibit 10.16

Amended and Restated December 11, 2008

BURLINGTON NORTHERN SANTA FE 1999 STOCK INCENTIVE PLAN

SECTION 1

STATEMENT OF PURPOSE

1.1. The BURLINGTON NORTHERN SANTA FE 1999 STOCK INCENTIVE PLAN (the "Plan") has been established by BURLINGTON NORTHERN SANTA FE CORPORATION (the "Company") to:

(a) attract and retain executive, managerial and other salaried employees;

(b) motivate participating employees, by means of appropriate incentives, to achieve long-range goals;

(c) provide incentive compensation opportunities that are competitive with those of other major corporations; and

(d) further identify a Participant's interests with those of the Company's other stockholders through compensation that is based on Stock (as defined below);

and thereby promote long-term financial interest of the Company and the Related Companies, including the growth in value of the Company's equity and enhancement of long-term stockholder return.

SECTION 2

DEFINITIONS

2.1. Unless the context indicates otherwise, the following terms shall have the meanings set forth below:

(a) Affiliates. The term "Affiliates" shall mean all persons with whom the

Company is considered to be a single employer under section 414 (b) of the Code and all persons with whom the Company would be considered a single employer under section 414 (c) of the Code.

(b) Award. The term "Award" shall mean any award or benefit granted to any Participant under the Plan, including, without limitation, the grant of Options, Restricted Stock, Restricted Stock Units, Performance Stock, Achievement Award Stock, or Stock acquired through purchase under Section 10.

(c) Board. The term "Board" shall mean the Board of Directors of the Company.

(d) Cause. The term "Cause" shall mean (a) the willful and continued failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from his or her incapacity due to physical or mental illness), or (b) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, shall be deemed "willful" unless done, or omitted to be done, by the Participant not in good faith and

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without reasonable belief that his or her action or omission was in the best interest of the Company.

(e) Change in Control. A "Change in Control" shall be deemed to have occurred if:

(1) any "person" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities;

(2) during any period of two consecutive years (not including any period prior to the effective date of this provision), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (1), (3) or (4) of this definition) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (⅔) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(3) the stockholders of the Company approve a merger or consolidation of the Company with any other company other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 25% of the combined voting power of the Company's then outstanding securities; or

(4) the stockholders of the Company adopt a plan of complete liquidation of the Company or approve an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. For purposes of this clause (4), the term "the sale or disposition by the Company of all or substantially all of the Company's assets" shall mean a sale or other disposition transaction or series of related transactions involving assets of the company or of any direct or indirect subsidiary of the Company (including the stock of any direct or indirect subsidiary of the Company) in which the value of the

Exhibit 10.16

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assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefor or by another objective method in a case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the fair market value of the Company (as hereinafter defined). For purposes of the preceding sentence, the "fair market value of the Company" shall be the aggregate market value of the outstanding shares of Stock (on a fully diluted basis) plus the aggregate market value of the Company's other outstanding equity securities (excluding Employee stock options). The aggregate market value of the shares of Stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "Transaction Date") shall be determined by the average closing price of the shares of Stock for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of the Company shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the shares of Stock.

(f) Code. The term "Code" means the Internal Revenue Code of 1986 and the regulations thereunder, as each may be amended from time to time. A reference to any provision of the Code shall include reference to any successor provision of the Code.

(g) Date of Termination. A Participant’s "Date of Termination" shall mean his or

her ceasing to be employed by the Company and the Affiliates; provided that the employment relationship will be deemed to have ended at the time the Participant and the Participant’s employer reasonably anticipate that the level of bona fide services the Participant would perform for the Company and the Affiliates after such date (whether as an Employee or independent contractor, but not as a director) would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36 month period (or the full period of service to the Company and the Affiliates if the Participant has performed services for the Company and the Affiliates for less than 36 months). In the absence of an expectation that the Participant will perform at the above-described level, the Date of Termination of employment will not be delayed solely by reason of the Participant’s continuing to be on the Company's and the Affiliates' payroll after such date.

(h) Deferred Compensation. The term "Deferred Compensation" means any payments or benefits that would be considered to be provided under a "nonqualified deferred compensation plan" as that term is defined in Treas. Reg. § 1.409A-1.

(i) Disability. Except as otherwise provided by the Committee, a Participant

shall be considered to have a "Disability" during the period in which he or she is unable, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the discretion of the Committee, is expected to have a duration of not less than 120 days.

Exhibit 10.16

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(j) Employee. The term "Employee" shall mean a person with an

employment relationship with the Company or a Related Company.

(k) Employer. The Company and each Related Company which, with the consent of the Company, participates in the Plan for the benefit of its eligible Employees are referred to collectively as the "Employers" and individually as an "Employer."

(l) Fair Market Value. The "Fair Market Value" of the Stock shall be the closing price of a share of Common Stock on the New York Stock Exchange Composite Transaction Report on the valuation date; provided, that if there were no sales on the valuation date but there were sales on dates within a reasonable period before the valuation date, the Fair Market Value is the closing price on the nearest date before the valuation date. In any event the determination of "Fair Market Value" shall be consistent with the requirements of Treas. Reg. § 1.409A-1(b)(5)(iv)(A).

(m) Immediate Family. With respect to a particular Participant, the term "Immediate Family" shall mean the Participant's spouse, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren.

(n) Independent Director. The term "Independent Director" shall mean a

member of the Board who is not an Employee and who, at the time of acting, qualifies as a "Non-Employee Director" under Rule 16b-3 of the Exchange Act and an "outside director" under section 162(m) of the Code.

(o) Option. The term "Option" shall mean any Incentive Stock Option or Non-Qualified Stock Option granted under the Plan.

(p) Participant. The term "Participant" means an Employee who has been granted an Award under the Plan.

(q) Performance-Based Compensation. The term "Performance-Based Compensation" shall have the meaning ascribed to it in section 162(m)(4)(C) of the Code.

(r) Performance Period. The term "Performance Period" shall mean the period over which applicable performance is to be measured, provided that such period shall not be less than one year.

(s) Qualified Retirement Plan. The term "Qualified Retirement Plan" means any plan of the Company or a Related Company that is intended to be qualified under section 401(a) of the Code.

(t) Related Company. The term "Related Company" means any company during any period in which it is a "subsidiary corporation" (as that term is defined in Code section 424(f)) with respect to the Company.

(u) Restricted Period. The term "Restricted Period" shall mean the period of time for which Restricted Stock is subject to forfeiture pursuant to the Plan or during which Options are not exercisable.

Exhibit 10.16

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(v) Retirement. "Retirement" of a Participant shall mean the occurrence of a Participant's Date of Termination under circumstances that constitute a retirement with immediate eligibility for benefits under Article 6 or Article 7 of the Burlington Northern Santa Fe Retirement Plan, or under the terms of the Qualified Retirement Plan of an Employer or Related Company that is extended to the Participant immediately prior to the Participant's Date of Termination or, if no such plan is extended to the Participant on his or her Date of Termination, under the terms of any applicable retirement policy of the Participant's employer.

(w) SEC. "SEC" shall mean the United States Securities and Exchange Commission.

(x) Specified Employee. "Specified Employee" shall be defined in

accordance with Treas. Reg. § 1.409A-1(i) and such rules as may be established by the Chief Executive Officer of the Company or his or her delegate from time to time.

(y) Stock. The term "Stock" shall mean shares of common stock of the Company, par value $0.01 per share.

SECTION 3

ELIGIBILITY

3.1. The Compensation and Development Committee of the Board ("Committee") shall determine and designate from time to time, from among the salaried, full-time officers and Employees of the Employers, those Employees who will be granted one or more Awards under the Plan, and from among the salaried and non-salaried full- or part-time non-officer Employees of an Employer, those Employees who will be granted Achievement Award Stock under Section 11 of the Plan.

SECTION 4

OPERATION AND ADMINISTRATION

4.1. Subject to the approval of the stockholders of the Company at the Company's 2006 annual meeting of the stockholders, the Plan, as amended and restated, shall be effective as of the date of such approval ("Effective Date"), provided however, that any Awards made under the Plan, as amended and restated, other than Awards that can be made under the Plan prior to amendments to be approved at the 2006 annual meeting of the stockholders and that are made prior to approval by stockholders, shall be contingent on approval of the Plan, as amended and restated, by stockholders of the Company and all dividends on such Awards shall be held by the Company and paid only upon such approval and all other rights of a Participant in connection with such an Award shall not be effective until such approval is obtained. The Plan will terminate (except with respect to then outstanding Awards) on April 21, 2014, or, if shareholders approve the Plan, as amended and restated, at the 2006 annual meeting of stockholders, ten years from the date of such approval, provided however, that no Incentive Stock Options may be granted under the Plan on a date that is more than ten years from the Effective Date or, if earlier, the date the Plan is adopted by the Board.

Exhibit 10.16

6

4.2. Except as otherwise provided in Section 4.3, the Plan shall be administered by the Committee, which shall be selected by the Board in accordance with the charter of the Committee adopted by the Board. The authority to manage and control the operation and administration of the Plan is subject to the following:

(a) Subject to the provisions of the Plan, the Committee will have the authority and discretion to select Employees to receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards, and to cancel or suspend Awards. In making such Award determinations, the Committee may take into account the nature of services rendered by the respective Employee, his or her present and potential contribution to the Company's success, and such other factors as the Committee deems relevant.

(b) Subject to the provisions of the Plan, the Committee will have the

authority and discretion to determine the extent to which Awards under the Plan will be structured to conform to the requirements applicable to Performance-Based Compensation as described in Code section 162(m), and to take such action, establish such procedures, and impose such restrictions at the time such Awards are granted as the Committee determines to be necessary or appropriate to conform to such requirements.

(c) The Committee will have the authority and discretion to interpret the

Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.

(d) Any interpretation of the Plan by the Committee and any decision

made by it or the Independent Directors pursuant to its or their respective authority under the Plan is final and binding on all persons.

(e) Except as otherwise expressly provided in the Plan, where the

Committee or the Independent Directors are authorized to make a determination with respect to any Award, such determination shall be made at the time the Award is granted; except that the Committee or the Independent Directors, as applicable, may reserve the authority to have such determination made by the Committee or the Independent Directors, as applicable, in the future (but only if such reservation is either made at the time the Award is granted and is stated in the Agreement reflecting the Award or, if the Agreement does not address the issue, is provided in the Plan);

(f) Except to the extent prohibited by applicable law or the rules of any stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members or, with respect to Awards to Employees below the level of Vice President (provided that such Awards shall not exceed 5% of the shares of Stock currently available for grant under the Plan), to one or more subcommittees, each composed of one or more other members of the

Exhibit 10.16

7

Board; and other than in respect to eligibility, times of Awards, and terms, conditions, performance criteria, restrictions and other provisions of Awards, and except as otherwise provided by the Committee from time to time, the Committee delegates its responsibilities and powers to the Vice President-Human Resources or his or her successor. Any such allocation or delegation may be revoked by the Committee at any time.

(g) No member or authorized delegate of the Committee or Independent Director shall be liable to any person for any action taken or omitted in connection with the administration of the Plan unless attributable to his or her own fraud or willful misconduct; nor shall the Employers be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director or Employee of the Employers. The Committee, the individual members thereof, persons acting as the authorized delegates of the Committee under the Plan, and the Independent Directors shall be indemnified by the Employers (to the maximum extent permitted by law) against any and all liabilities, losses, costs and expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or its members or authorized delegates or the Independent Directors by reason of the performance of a Committee or Independent Director function if the Committee or its members or authorized delegates or the Independent Directors did not act dishonestly or in willful violation of the law or regulation under which such liability, loss, cost or expense arises. This indemnification shall not duplicate but may supplement any coverage available under any applicable by-law, contract or insurance.

4.3. Notwithstanding any other provision of the Plan to the contrary, all Awards granted to the Chief Executive Officer of the Company under the Plan shall be recommended by the Committee and awarded by the Independent Directors, and the Independent Directors shall have the authority to determine, subject to the recommendations of the Committee, the times of such Awards and the terms, conditions, restrictions and other provisions of such Awards, except with respect to the establishment of performance criteria or goals, which shall be established by the Committee. With respect to any Awards granted to the Chief Executive Officer of the Company, the phrase “Independent Directors, subject to the recommendation of the Committee” shall be substituted for the word “Committee” each time it appears in Sections 3.1, 4.2(a), 6.2, 6.4, 6.5, 7.1, 7.2, 7.3(a), 7.3(c), 7.3(d), 8.1, 8.2, 8.3, 9.2, 9.3, 12.9 and 16.1 of the Plan, except in each case with respect to the establishment of performance criteria or goals.

4.4. Notwithstanding any other provision of the Plan to the contrary, no Participant shall receive any Award of an Option under the Plan to the extent that the sum of:

(a) the number of shares of Stock subject to such Award;

(b) the number of shares of Stock subject to all other prior Awards of Options under the Plan during the one-year period ending on the date of the Award; and

(c) the number of shares of Stock subject to all other prior stock options granted to the Participant under other plans or arrangements of the

Exhibit 10.16

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Employers and Related Companies during the one-year period ending on the date of the Award;

would exceed the Participant's Individual Limit under the Plan. The determination made under the foregoing provisions of this subsection 4.3 shall be based on the shares subject to the Awards at the time of grant, regardless of when the Awards become exercisable. Subject to the provisions of Section 13, a Participant's "Individual Limit" shall be 1,000,000 shares per calendar year.

4.5. To the extent that the Committee determines that it is necessary or desirable to conform any Awards under the Plan with the requirements applicable to Performance-Based Compensation, it may, at or prior to the time an Award is granted, take such steps and impose such restrictions with respect to such Award as it determines to be necessary to satisfy such requirements. To the extent that it is necessary to establish performance goals for a particular performance period, those goals will be based on one or more of the following business criteria: net income, earnings per share, debt reduction, safety, on-time train performance, return on investment, operating ratio, cash flow, return on assets, stockholders' return, revenue, customer satisfaction, and return on equity. If the Committee establishes performance goals for a performance period relating to one or more of these business criteria, the Committee may determine to approve a payment for that particular performance period upon attainment of the performance goal relating to any one or more of such criteria.

4.6. To the extent that the Plan and the Awards under the Plan are subject to the rules applicable to nonqualified deferred compensation plans under section 409A of the Code ("Section 409A"), such portion of the Plan and such Awards are not intended to result in acceleration of income recognition or imposition of penalty taxes by reason of Section 409A, and the terms of such portion of the Plan and such Awards shall be interpreted in a manner (and such portion of the Plan and such Awards may be amended to the extent determined necessary or appropriate by the Committee) to avoid such acceleration and penalties.

SECTION 5

SHARES AVAILABLE UNDER THE PLAN

5.1. The shares of Stock with respect to which Awards may be made under

the Plan shall be shares currently authorized but unissued or treasury shares acquired by the Company, including shares purchased in open market or in private transactions. Subject to the provisions of Section 13, the total number of shares of Stock available for grant of Awards shall not exceed fifty-three million (53,000,000) shares of Stock. Except as otherwise provided herein, any shares subject to an Award which for any reason expires or is terminated without issuance of shares (whether or not cash or other consideration is paid to a Participant in respect to such Award) shall again be available under the Plan. Shares tendered by a Participant in full or partial payment to the Company upon exercise of an Option granted under the Plan or shares withheld by, or otherwise remitted to, the Company to satisfy a Participant's tax withholding obligation in respect to any Award shall not become available for issuance under the Plan.

Exhibit 10.16

9

SECTION 6

OPTIONS

6.1. The grant of an "Option" under this Section 6 entitles the Participant to purchase shares of Stock at a price fixed at the time the Option is granted, or at a price determined under a method established at the time the Option is granted, subject to the terms of this Section 6. Options granted under this section may be either Incentive Stock Options or Non-Qualified Stock Options, and subject to Section 12, shall not be exercisable for six months from date of grant, as determined in the discretion of the Committee. An "Incentive Stock Option" is an Option that is intended to satisfy the requirements applicable to an "incentive stock option" described in section 422(b) of the Code. A "Non-Qualified Stock Option" is an Option that is not intended to be an "incentive stock option" as that term is described in section 422(b) of the Code.

6.2. The Committee shall designate the Participants to whom Options are to be granted under this Section 6 and shall determine the number of shares of Stock to be subject to each such Option. To the extent that the aggregate fair market value of Stock with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and all Related Companies) exceeds $100,000, such options shall be treated as Non-Qualified Stock Options, to the extent required by section 422 of the Code.

6.3. The determination of the purchase price of a share of Stock under each Option and the payment of the purchase price of a share of Stock under each Option shall be subject to the following:

(a) The purchase price of an Option shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option is granted; provided, however, that in no event shall such price be less than Fair Market Value on the date of the grant.

(b) Subject to the following provisions of this subsection 6.3, the full purchase price of each share of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise and, as soon as practicable thereafter, a certificate representing the shares so purchased shall be delivered to the person entitled thereto.

(c) The purchase price of an Option shall be payable in cash or in shares of Stock (valued at Fair Market Value as of the day of exercise).

(d) A Participant may elect to pay the purchase price upon the exercise of an Option through a cashless exercise arrangement as may be established by the Company.

(e) Except for either adjustments pursuant to Section 13 of the Plan (relating to the adjustments to shares), or reductions of the purchase price approved by the Company's stockholders, and subject to any applicable restrictions imposed by Section 409A, the purchase price for any outstanding Option may not be decreased after the date of grant nor may an outstanding Option granted under the Plan be surrendered

Exhibit 10.16

10

to the Company as consideration for the grant of a replacement Option with a lower purchase price.

6.4. Except as otherwise expressly provided in the Plan, the terms and conditions relating to the exercise of an Option shall be established by the Committee, and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Option, or achievement of Stock ownership objectives by the Participant. No Option may be exercised by a Participant after the expiration date applicable to that Option.

6.5. The exercise period of any Option shall be determined by the Committee and shall not extend more than ten years after the Date of Grant.

6.6. In the event the Participant exercises an Option granted before February 28, 2005, under this Plan or a predecessor plan of the Company or a Related Company and pays all or a portion of the purchase price in Common Stock, in the manner permitted by subsection 6.3, such Participant, pursuant to the exercise of Committee discretion at the time the Option is exercised or to the extent previously authorized by the Committee, may be issued a new Option to purchase additional shares of Stock equal to the number of shares of Stock surrendered to the Company in such payment. Such new Option shall have an exercise price equal to the Fair Market Value per share on the date such new Option is granted, shall first be exercisable six months from the date of grant of the new Option and shall have an expiration date on the same date as the expiration date of the original Option so exercised by payment of the purchase price in shares of Stock. No new Option shall be granted pursuant to this subsection 6.6 in connection with the exercise of any Option granted on or after February 28, 2005.

SECTION 7

RESTRICTED STOCK

7.1. Subject to the terms of this Section 7, Restricted Stock Awards under the Plan are grants of Stock to Participants, the vesting of which is subject to certain conditions established by the Committee, with some or all of those conditions relating to events (such as performance or continued employment) occurring after the date of grant, provided however that to the extent that vesting of a Restricted Stock Award is contingent on continued employment, then (i) the required employment period shall not be less than three years following the grant of the Award unless the Award is being granted in replacement of a previously granted Award under the Plan or another plan and, as of the date of the replacement, the required employment period for the replacement grant is not less than the remaining required employment period under the grant that is being replaced, and (ii) the grant may provide for equal, annual, pro-rata vesting during the employment period.

7.2. The Committee shall designate the Participants to whom Restricted Stock is to be granted, and the number of shares of Stock that are subject to each such Award. The maximum number of shares of Stock that may be issued in conjunction with Awards granted under Sections 7, 8 and 9 of the Plan shall be twenty-three million shares. The Award of shares under this Section 7 may, but need not, be made in conjunction with a cash-based incentive compensation program maintained by the Company, and may, but need not, be in lieu of cash otherwise awardable under such program, provided, however, that one million of the shares remaining to be granted under Sections 7, 8 and 9 of the Plan as of April 18, 2002,

Exhibit 10.16

11

shall only be used for Awards of shares of Performance-Based Restricted Stock, performance-based Restricted Stock Units or Performance Stock or in lieu of cash otherwise awardable under such program.

7.3. Shares of Restricted Stock granted to Participants under the Plan shall

be subject to the following terms and conditions:

(a) Except as otherwise hereinafter provided, Restricted Stock granted to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restricted Period. Except for such restrictions, the Participant as owner of such shares shall have all the rights of a stockholder, including but not limited to the right to vote such shares and, except as otherwise provided by the Committee or as otherwise provided by the Plan, the right to receive all dividends paid on such shares.

(b) Each certificate issued in respect of shares of Restricted Stock granted

under the Plan shall be registered in the name of the Participant and, at the discretion of the Committee, each such certificate may be deposited with the Company with a stock power endorsed in blank or in a bank designated by the Committee.

(c) The Committee may award Performance-Based Restricted Stock, which

shall be Restricted Stock that becomes vested (or for which vesting is accelerated) upon the achievement of performance goals established by the Committee. The Committee may specify the number of shares that will vest upon achievement of different levels of performance. Except as otherwise provided by the Committee, achievement of maximum targets during the Performance Period shall result in the Participant's receipt of the full Performance-Based Restricted Stock Award. For achievement of the minimum target but less than the maximum target the Committee may establish a portion of the Award which the Participant is entitled to receive.

(d) Except as otherwise provided by the Committee, any Restricted Stock

which is not earned by the end of a Performance Period shall be forfeited. If a Participant's Date of Termination occurs during a Performance Period with respect to any Restricted Stock subject to a Performance Period granted to him or her, the Committee may determine that the Participant will be entitled to settlement of all or any portion of the Restricted Stock subject to a Performance Period as to which he or she would otherwise be eligible or make such other adjustments as the Committee, in its sole discretion, deems desirable. Subject to the limitations of the Plan and the Award of Restricted Stock, upon the vesting of Restricted Stock, such Restricted Stock will be transferred free of all restrictions to a Participant (or his or her legal representative, beneficiary or heir).

SECTION 8

RESTRICTED STOCK UNITS

8.1. Subject to the terms of this Section 8, a Restricted Stock Unit entitles

a Participant to receive shares for the units at the end of a Restricted Period to the extent provided by the Award with the vesting of such units to be contingent upon such conditions as may be established by the Committee (such as continued

Exhibit 10.16

12

employment which, when required, shall be not less than three years (although the grant may provide for equal, annual, pro-rata vesting during that period), or satisfaction of performance criteria). The Award of Restricted Stock Units under this Section 8 may, but need not, be made in conjunction with a cash-based incentive compensation program maintained by the Company, and may, but need not, be in lieu of cash otherwise awardable under such program, provided, however, that one million of the shares remaining to be granted under Sections 7, 8 and 9 of the Plan as of April 18, 2002, shall only be used for Awards of shares of Performance-Based Restricted Stock, performance-based Restricted Stock Units or Performance Stock or in lieu of cash otherwise awardable under such program.

8.2. The Committee shall designate the Participants to whom Restricted

Stock Units shall be granted and the number of units that are subject to each such Award. The maximum number of shares of Stock that may be issued in conjunction with Awards granted under Sections 7, 8 and 9 of the Plan shall be twenty-three million shares. During any period in which units are outstanding and have not been settled in Stock, the Participant shall not have the rights of a stockholder, but shall have the right to receive a payment from the Company in lieu of a dividend in an amount equal to such dividends and at such times as dividends would otherwise be paid.

8.3. If a Participant's Date of Termination occurs during a Restricted Period with respect to any Restricted Stock Units granted to him or her, the Committee may determine that the Participant will be entitled to settlement of all or any portion of the Restricted Stock Units as to which he or she would otherwise be eligible or make such other adjustments as the Committee, in its sole discretion, deems desirable.

SECTION 9

PERFORMANCE STOCK

9.1. Subject to the terms of this Section 9, a Performance Stock Award provides for the distribution of Stock to a Participant upon the achievement of performance objectives established by the Committee.

9.2. The Committee shall designate the Participants to whom Performance Stock Awards are to be granted, and the number of shares of Stock that are subject to each such Award. The maximum number of shares of Stock that may be issued in conjunction with Awards granted under Sections 7, 8 and 9 of the Plan shall be twenty-three million shares. The Award of shares under this Section 9 may, but need not, be made in conjunction with a cash-based incentive compensation program maintained by the Company, and may, but need not, be in lieu of cash otherwise awardable under such program, provided, however, that one million of the shares remaining to be granted under Sections 7, 8 and 9 of the Plan as of April 18, 2002, shall only be used for Awards of shares of Performance-Based Restricted Stock, performance-based Restricted Stock Units or Performance Stock or in lieu of cash otherwise awardable under such program.

9.3. If a Participant's Date of Termination occurs during a Performance

Period with respect to any Performance Stock granted to him or her, the Committee may determine that the Participant will be entitled to settlement of all or any portion of the Performance Stock as to which he or she would otherwise be eligible or make such other adjustments as the Committee, in its sole discretion, deems desirable.

Exhibit 10.16

13

SECTION 10

STOCK PURCHASE PROGRAM

10.1. The Committee may, from time to time, establish one or more programs under which Participants will be permitted to purchase shares of Stock under the Plan, and shall designate the Participants eligible to participate under such Stock purchase programs. The purchase price for shares of Stock available under such programs, and other terms and conditions of such programs, shall be established by the Committee. The purchase price may not be less than 85% of the Fair Market Value of the Stock at the time of purchase (or, in the Committee's discretion, the average Stock value over a period determined by the Committee), and the purchase price may not be less than par value. Issuances under the Stock purchase programs authorized under this Section 10.1 shall not exceed a cumulative total of 400,000 shares subsequent to April 17, 2002.

10.2. The Committee may impose such restrictions with respect to shares purchased under this section, as the Committee determines to be appropriate. Such restrictions may include, without limitation, restrictions of the type that may be imposed with respect to Restricted Stock under Section 7.

SECTION 11

ACHIEVEMENT AWARD STOCK

11.1. Subject to the eligibility provisions of Section 3, the Committee may determine and designate from time to time from among the eligible Employees of an Employer those Employees who will be granted Achievement Award Stock. Such Employees shall be those Employees who are recognized for specific and unique achievements that exceed normal expectations for the job.

11.2. Stock granted under this Section 11 shall consist of shares of Stock, which shall not be subject to a vesting period. The total number of shares of Stock to be awarded under this Section 11 shall not exceed 50,000 shares, and in any calendar year no Employee may be granted more than 25 shares of Stock (or such other number as the Committee may determine) under this Section 11, and such Stock shall be granted in lieu of a cash payment equal to no more than 25 (or such other number as the Committee may determine) times the Fair Market Value of one share of Stock on the date of grant.

SECTION 12

TERMINATION OF EMPLOYMENT

12.1. If a Participant's Date of Termination occurs for any reason other than death, Disability, Retirement, or by reason of the Participant's employment being terminated by the Participant's employer for any reason other than Cause, all outstanding Awards shall be forfeited.

12.2. If a Participant's Date of Termination occurs by reason of death, all Options outstanding immediately prior to the Participant's Date of Termination shall immediately become exercisable and all restrictions on Restricted Stock, Restricted Stock Units, Performance Stock and shares purchased under the Stock Purchase Program outstanding immediately prior to the Participant's Date of Termination shall lapse.

Exhibit 10.16

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12.3. If a Participant's Date of Termination occurs by reason of Disability or Retirement, the Restricted Period shall lapse on a proportion of any Awards outstanding immediately prior to the Participant's Date of Termination (except that to the extent an Award of Restricted Stock, Restricted Stock Units or Performance Stock is subject to a Performance Period, such proportion of the Award shall remain subject to the same terms and conditions for vesting as were in effect prior to termination). The proportion of an Award upon which the Restricted Period shall lapse shall be a fraction, the denominator of which is the total number of months of any Restricted Period applicable to an Award and the numerator of which is the number of months of such Restricted Period which elapsed prior to the Date of Termination.

12.4. If a Participant's Date of Termination occurs by reason of the Participant's employment being terminated by the Participant's employer for any reason other than for Cause, the Restricted Period shall lapse on a proportion of any outstanding Awards (except that to the extent an Award of Restricted Stock, Restricted Stock Units or Performance Stock is subject to a Performance Period, such proportion of the Award shall remain subject to the same terms and conditions for vesting as were in effect prior to termination). The proportion of an Award upon which the Restricted Period shall lapse shall be a fraction, the denominator of which is the total number of months of any Restricted Period applicable to an Award and the numerator of which is the number of months of such Restricted Period which elapsed prior to the Date of Termination.

12.5. Non-Qualified Stock Options which are exercisable at the time of (or

become exercisable by reason of) the Participant's death, Disability, Retirement, or other termination of employment by the Participant's employer for reasons other than Cause shall expire on the expiration date set forth in the Award or, if earlier, five years after the Date of Termination, if the Participant's termination occurs because of death, Disability, or Retirement or if the Participant's employment is terminated by the Participant's employer for reasons other than Cause.

Incentive Stock Options which are exercisable at the time of (or become exercisable by reason of) the Participant's death, Disability, Retirement, or other termination of employment by the Participant's employer for reasons other than Cause and not exercised prior to the Date of Termination shall be treated as Non-Qualified Stock Options on the day following the Date of Termination and shall expire on the expiration date set forth in the Award or, if earlier, five years after the Date of Termination, if the Participant's termination occurs because of death, Disability, or Retirement or if the Participant's employment is terminated by the Participant's employer for reasons other than Cause.

12.6. Notwithstanding any other provision of this Section 12 to the contrary,

if a Participant's employment is terminated by the Participant's employer for reasons other than Cause in connection with and after a Change in Control:

(a) All Options outstanding on the Participant's Date of Termination shall become exercisable (to the extent not already exercisable) on the Participant's Date of Termination, provided that this paragraph (a) shall apply only to options that were held by the Participant on the date of a Change in Control.

(b) Any restrictions shall lapse on awards of Restricted Stock and

Restricted Stock Units, including without limitation performance-based

Exhibit 10.16

15

Restricted Stock and performance-based Restricted Stock Units, that are outstanding on the Participant's Date of Termination, and such Awards shall be fully vested as if all performance objectives have been attained (provided that this paragraph (b) shall apply only to Restricted Stock and Restricted Stock Units that were held by the Participant on the date of the Change in Control, and further provided that this paragraph (b) shall not apply to Performance Stock).

(c) Any Performance Stock awards held by a Participant on the date of a

Change in Control shall vest to the extent provided by the terms in the applicable Performance Stock Award Agreement.

For purposes of this Section 12.6, a Participant will be treated as

having been terminated by the Participant's employer for reasons other than Cause if the employment is terminated by the Participant for Good Reason. For purposes of this Plan, "Good Reason" shall mean the occurrence after a Change in Control of one or more of the following conditions without the consent of the Participant:

(i) The relocation of the Participant's base of operations for the

Company or Related Company to a place that is 50 miles farther from his or her residence immediately prior to the Change in Control than the distance from such residence to the Participant's former base of operations for the Company or Related Company.

(ii) The Participant's salary rate is reduced to a level that is less

than 85% of the Participant's salary level immediately prior to the Change in Control.

(iii) The aggregate value of a Participant's (A) annual salary rate at

the time of termination, (B) bonus opportunity for the year in which the Date of Termination occurs, and (C) long-term incentive compensation awards for the year in which the Date of Termination occurs, is less than 85% of the aggregate value of a Participant's salary rate, bonus opportunity and long-term incentive awards for the year ending prior to the year in which the Change in Control occurs (with all such values to be determined by the Committee).

However, if the reduction in compensation described in paragraph (ii)

or (iii) is consistent with a broad-based company reduction in compensation by the Participant's employer (as determined by the Committee), the reduction will not be a basis for treating the Participant as having been terminated by the Participant's employer for reasons other than Cause, and the reduction shall be disregarded for purposes of paragraph (ii) and (iii).

A Participant shall be considered to have terminated employment for Good Reason if:

(I) in regard to paragraph (i), the Participant resigns within 60 days of

being notified by the Participant's employer in writing that the Participant's base of operations is being relocated to a destination that is

Exhibit 10.16

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described in paragraph (i), unless the employer notifies the Participant in writing of the cancellation of such relocation within 30 days after the Participant notifies the Company in writing that such relocation would constitute Good Reason; or

(II) in regard to paragraphs (ii) and (iii): (a) the Participant provides

written notice to the Company of the occurrence of Good Reason within 60 days of being notified by the Participant's employer in writing that any of the actions described in preceding paragraphs (ii) or (iii) will apply to him or her; (b) the Company fails to notify the Participant of the Company's intended method of correction within 30 days after the Company's receipt of the notice, or the Company fails to correct the circumstances within said 30 day period; and (c) the Participant resigns within 60 days after receiving the Company's response, if such response does not indicate an intention to correct such circumstances, or within a reasonable time after the Company fails to correct such circumstances (provided that in no event may such termination occur less than 30 days following the provision of notice to the Company, or more than six (6) months after the initial existence of the condition constituting Good Reason).

12.7. Notwithstanding any other provision of this Section 12 to the contrary

and provided that the provisions of Section 12.6 do not apply, except as otherwise provided in the Award Agreement or by the Committee at the date of grant, in the event of a Change in Control, to the extent outstanding Awards granted under this Plan are not assumed, converted or replaced by the resulting entity on terms comparable to the Awards immediately prior to the Change in Control as determined by the Board of Directors (as constituted at the time of the Change in Control), all outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to outstanding Awards shall lapse and become vested and non-forfeitable, and any specified corporate goals and objectives with respect to outstanding Awards shall be deemed to be satisfied at target.

12.8. Except to the extent the Committee shall otherwise determine, if as a result of a sale or other transaction, a Participant's employer ceases to be a Related Company (and the Participant's employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by the Employer other than for Cause.

12.9. Notwithstanding the foregoing provisions of this section, the

Committee may, with respect to any Awards of a Participant (or portion thereof) that are outstanding immediately prior to the Participant's Date of Termination, determine that a Participant's Date of Termination will not result in forfeiture or other termination of the Award.

SECTION 13

ADJUSTMENTS TO SHARES

13.1. If the Company shall effect a reorganization, merger, or consolidation, or similar event or effect any subdivision or consolidation of shares of Stock or other capital readjustment, payment of stock dividend, stock split, spin-off, combination of

Exhibit 10.16

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shares or recapitalization or other increase or reduction of the number of shares of Stock outstanding without receiving compensation therefor in money, services or property, then the Committee shall adjust equitably and proportionally (i) the number of shares of Stock available under the Plan; (ii) the number of shares available under any individual or other limits; (iii) the number of shares of Stock subject to outstanding Awards; and (iv) the per-share price under any outstanding Award to the extent that the Participant is required to pay a purchase price per share with respect to the Award. However, in no event shall this Section 13.1 be construed to permit a modification or other action with respect to an Option if such action would result in accelerated recognition of income or imposition of additional tax under Section 409A.

SECTION 14

TRANSFERABILITY OF AWARDS

14.1. Awards under the Plan are not transferable except as designated by

the Participant by will or by the laws of descent and distribution. To the extent that the Participant who receives an Award under the Plan has the right to exercise such Award, the Award may be exercised during the lifetime of the Participant only by the Participant. Notwithstanding the foregoing provisions of this Section 14, the Committee may permit Awards under the Plan (other than an Incentive Stock Option) to be transferred by a Participant for no consideration to or for the benefit of the Participant's Immediate Family (including, without limitation, to a trust for the benefit of a Participant's Immediate Family or to a family partnership for members of the Immediate Family), subject to such limits as the Committee may establish, and the transferee shall remain subject to all of the terms and conditions applicable to such Award prior to such transfer.

SECTION 15

AWARD AGREEMENT

15.1. Each Employee granted an Award pursuant to the Plan shall execute

an Award Agreement which signifies in writing, electronically or by such other means as the Company may designate, the offer of the Award by the Company and the acceptance of the Award by the Employee in accordance with the terms of the Award and the provisions of the Plan. Each Award Agreement shall reflect the terms and conditions of the Award. In the event of a disagreement between the individual Award Agreement and the Plan or the Compensation and Development Committee resolution, the Plan or the resolution will govern. Participation in the Plan shall confer no rights to continued employment with the Company nor shall it restrict the right of the Company to terminate a Participant's employment at any time.

SECTION 16

TAX WITHHOLDING; SECTION 409A

16.1. All Awards and other payments under the Plan are subject to

withholding of all applicable taxes, which withholding obligations shall be satisfied (without regard to whether the Participant has transferred an Award under the Plan) by a cash remittance, or with the consent of the Committee, through the surrender of shares of Stock which the Participant owns or to which the Participant is otherwise

Exhibit 10.16

18

entitled under the Plan pursuant to an irrevocable election submitted by the Participant to the Company at the office designated for such purpose, provided that if shares are used for Awards granted on or after July 1, 2000, shares from the Awards may be used only in an amount equal to the minimum applicable tax withholding rate as established by the Code and relevant state or local tax authorities, and any additional amount due must be satisfied by use of attestation of ownership of other shares. The number of shares of Stock needed to be submitted in payment of the taxes shall be determined using the Fair Market Value as of the applicable tax date rounding down to the nearest whole share; provided that no election to have shares of Stock withheld from an Award or submission of shares shall be effective with respect to an Award which was transferred by a Participant in accordance with the Plan.

16.2. The Committee may modify the time at which any Award will be settled, paid-out, vested or transferred if it determines that such modification may be necessary to avoid acceleration of tax or imposition of penalties under Section 409A. Regardless of whether the Committee modifies or fails to modify the time at which any such Award is settled, paid-out, vested or transferred, the Employee shall be solely liable for any taxes, including without limitation taxes that may be imposed under Section 409A, penalties and interest incurred by reason of such transfer. 16.3. If, at the time of an Employee's "separation from service" (within the meaning of Section 409A), (a) the Employee shall be a Specified Employee and (b) the Company shall make a good faith determination that an issuance of Stock or payment of cash in settlement of an Award constitutes Deferred Compensation, the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not issue such Stock or pay such cash, as applicable, but shall instead accumulate and pay it, without interest, on the first business day of the seventh month following such separation from service.

SECTION 17

TERMINATION AND AMENDMENT

17.1. The Board may suspend, terminate, modify or amend the Plan, provided that any amendment that would increase the aggregate number of shares which may be issued under the Plan; materially increase the benefits accruing to Participants under the Plan; modify Section 6.3(e) or materially modify the requirements as to eligibility for participation in the Plan, shall be subject to the approval of the Company's stockholders, except that any such increase or modification that may result from adjustments authorized by Section 13 does not require such approval. No suspension, termination, modification or amendment of the Plan may terminate a Participant's existing Award or materially and adversely affect a Participant's rights under such Award without the Participant's consent. The Board hereby delegates to the Chief Executive Officer of the Company the authority to modify or amend the Plan and the Awards granted under the Plan and to take such actions as he or she determines to be necessary or appropriate solely for the purpose of avoiding acceleration of income recognition or imposition of taxes under Section 409A. Notwithstanding the foregoing, in no event shall any amendment or termination of the Plan be made to the extent that it would not satisfy the provisions of Treasury Regulation Section 1.409A-3 (or other applicable provisions of Section 409A).

Exhibit 10.16

Exhibit 10.27 As Amended and Restated December 11, 2008,

effective January 1, 2009

BURLINGTON NORTHERN SANTA FE

2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

Article I

Purpose and Effective Date 1.01 The purpose of this 2005 Deferred Compensation Plan for Non-Employee Directors (the

“Plan”) is to attract and retain highly qualified individuals to serve as members of the Board of Directors (the “Board”) of Burlington Northern Santa Fe Corporation (the “Company”). The Effective Date of the Plan is April 21, 2005.

Article II

Administration 2.01 The Plan shall be administered by the Directors and Corporate Governance Committee of

the Board (the “Committee”). The Committee shall interpret the Plan, prescribe, amend and rescind the rules relating to it from time to time as it deems proper and in the best interests of the Company, and take any other action necessary for the administration of the Plan. Any decision or interpretation adopted by the Committee shall be final and conclusive and shall be binding upon all Participants (as defined below).

Article III

Participation 3.01 Participation in the Plan is voluntary. Any member of the Board who is not an employee

of the Company or any of its subsidiaries (a “non-employee director”) shall be eligible to participate in the Plan beginning 30 days after becoming a non-employee director, subject to the terms of the Plan.

3.02 A non-employee director shall become a “Participant” in the Plan by electing to defer

payment of all or a portion of his Compensation (as defined below) pursuant to the terms of a “Deferral Election.” A director’s Deferral Election shall be subject to the following:

(a) An individual who, prior to the beginning of any calendar year, is a non-employee

director shall be eligible to file a Deferral Election with respect to his Compensation earned in such calendar year. Except as otherwise provided in this Section 3.02, a Deferral Election with respect to Compensation earned in a calendar year shall be filed during such period before the first day of such year as may be established by the Committee.

(b) Notwithstanding the provisions of paragraph (a) above, for the first calendar year

in which an individual is a non-employee director, the director may file a Deferral

2

Election not later than 60 days after the individual becomes a non-employee director. A Deferral Election made under this paragraph (b) shall not apply to amounts earned for services rendered prior to the 30th day after the individual becomes a non-employee director, and shall not apply to amounts earned for services rendered prior to the date the election has become irrevocable in accordance with Section 3.04.

(c) A Participant shall be fully vested in the Participant’s deferral amounts and

earnings at all times, subject to investment gains and losses. 3.03 For calendar year 2005, an individual who is a non-employee director on the Effective

Date may file a Deferral Election not later than 30 days after the Effective Date, and such election shall not apply to amounts earned for services rendered prior to the date the election is filed.

3.04 A non-employee director’s Deferral Election applicable to Compensation amounts earned

in any calendar year shall also apply to Compensation earned in each subsequent calendar year while the individual is a non-employee director. However, a non-employee director, in accordance with paragraph 3.02(a), may modify or cancel a Deferral Election, or file a new Deferral Election, provided that no Deferral Election with respect to Compensation earned in any year may be changed on or after, and all such Deferral Elections shall be irrevocable as of the day immediately preceding, the date the year has begun, except that a Deferral Election made in accordance with Section 3.02(b) shall be irrevocable when filed.

3.05 Subject to the terms of the Plan, the Participant shall specify, as part of his initial Deferral

Election, and in accordance with Article IV, the time and form of distribution of the amounts deferred under the Plan (“Distribution Election”), including amounts deferred with respect to Compensation earned in the first year to which the Deferral Election applies and all future years. Except as otherwise permitted under §409A of the Internal Revenue Code (the “Code”), and notwithstanding the provisions of Section 3.04, the Distribution Election shall be irrevocable.

Article IV

Compensation 4.01 Each Participant may elect to have all or a specified percentage of his Compensation

deferred pursuant to Article III until he ceases to be a director. 4.02 “Compensation” shall mean the annual retainer and meeting fees for Board and Board

committee meetings. Annual retainer fees which are paid in quarterly installments shall be treated as earned on a pro rata basis over the course of the calendar quarter for which they are paid.

Exhibit 10.27

3

4.03 The Company shall establish a memorandum account for each Participant who has elected to defer a portion of his Compensation for any year and shall credit such account for Compensation on the date payment would otherwise have been made.

4.04 Investment gains and losses shall be credited to each member’s memorandum account no

less frequently than at the end of each quarter and at such other periods as may be determined by the Committee. Such gains and losses shall be based on the investment option or options selected and the returns on such investment option or options. The available investment options shall be established by the Board with such terms and conditions as it may deem appropriate.

4.05 Distribution of a Participant’s memorandum account shall be as follows:

(a) in a lump sum in cash in January of the year following the year in which the Participant ceases to be a director; or

(b) if irrevocably elected by the Participant at the time of the initial Deferral Election

described in Section 3.02 or 3.03, in a number of equal annual installments, not to exceed ten, commencing in January of the year following the year in which the Participant ceases to be a director.

A Participant shall be treated as ceasing to be a director at the time the Participant incurs a separation from service under §409A of the Code. Notwithstanding Section 4.05(a), any Participant who is a Specified Employee (as defined below) at the time he ceases to be a director and whose memorandum account is otherwise scheduled to be distributed in accordance with Section 4.05(a) shall receive such distribution, without interest, on the later of (i) the otherwise scheduled payment date and (ii) the first day of the seventh month following the Participant's cessation of directorship. Notwithstanding Section 4.05(b), with respect to any Participant who is a Specified Employee at the time he ceases to be a director and whose memorandum account is otherwise scheduled to be distributed in accordance with Section 4.05(b), any installment of such Participant's memorandum account otherwise scheduled to be paid in the first six months following his cessation of directorship shall be paid, without interest, on the first day of the seventh month following his cessation of directorship. All other installments for any such Participants shall be paid as provided in Section 4.05(b). For purposes of the Plan, the term "Specified Employee" shall be defined in accordance with Treas. Reg. §1.409A-1(i) and such rules as may be established by the Chief Executive Officer of the Company or his delegate from time to time.

4.06 Investment returns shall continue to accrue on the balance of any memorandum account

until the date of its distribution. 4.07 Notwithstanding Section 4.05, if a Participant dies prior to payment of all amounts due

under the Plan, any unpaid balance of the Participant's memorandum account shall be payable to the Participant's Beneficiary (as defined below) in a lump sum as soon as practicable in January of the year following the year in which the Participant died.

Exhibit 10.27

4

"Beneficiary" shall mean any individual, trust or other recipient named by a Participant to receive amounts due hereunder upon his death. Subject to the discretion of the Committee, a Participant may at any time designate the Beneficiary to receive any amounts due hereunder in the event of the Participant's death, and may change any such designation. Each such designation of a Beneficiary shall be evidenced by a written instrument filed with the Committee and signed by the Participant. A Beneficiary designation may be revoked or amended at any time but only by the completion and filing with the Committee of a new Beneficiary designation instrument, provided, however, that if a Participant's spouse is named as such Participant's Beneficiary, and the Participant and such spouse are subsequently divorced, then the designation of the spouse made prior to the divorce shall be null and void. In order to designate a former spouse as a Beneficiary, a new Beneficiary designation instrument must be completed. If no Beneficiary designation is on file with the Committee at the time of the death of a Participant, or if for any reason such designation is defective, then the Participant's estate shall be deemed to be the Beneficiary.

4.08 The Committee shall distribute periodic earnings reports to the Participants under the

Plan.

Article V

General Provisions 5.01 The deferred compensation to be paid to the Participants pursuant to the Plan is an

unfunded obligation of the Company. Nothing herein contained shall require the Company to segregate any monies from its general funds, or to create any trusts, or to make any special deposits with respect to this obligation. Title to and beneficial ownership of any funds invested or reinvested, including the income or profits therefrom, which the Company may make to fulfill its obligations under the Plan shall at all times remain in the Company. A Participant's right to receive the payment of any deferred compensation may not be assigned, transferred, pledged or encumbered except by will or by the laws of descent or distribution.

5.02 The Board may from time to time amend, suspend or terminate the Plan, in whole or in

part, and if the Plan is suspended or terminated, the Board may reinstate any or all of its provisions. Notwithstanding the preceding sentence, an amendment or termination of the Plan may accelerate payment of Plan benefits only to the extent permitted under Code §409A.

5.03 It is intended that the provisions of the Plan comply with Code §409A, and all provisions

of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Code §409A. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such Participant in connection with the Plan (including any taxes and penalties under Code §409A), and the Company shall not have any obligation to indemnify or otherwise hold any Participants harmless from any or all of such taxes or penalties. If a director has a taxable year that is other than the calendar

Exhibit 10.27

5

year, then, to the extent required by Code § 409A, the term “calendar year” (when used in the Plan) shall instead mean the Participant’s taxable year.

Exhibit 10.27

E-5

Exhibit 12.1

Burlington Northern Santa Fe Corporation and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges In millions, except ratio amounts (Unaudited)

Year ended December 31,

2008 2007 2006 2005 2004

Earnings:

Income before income taxes $ 3,368 $ 2,957 $ 2,996 $ 2,453 $ 1,296

Add:

Interest and other fixed charges, excluding capitalized interest 533 511 485 437 409

Reasonable approximation of portion of rent under long-term operating leases representative of an interest factor 278 282 261 221 195

Distributed income of investees accounted for under the equity method 5 4 3 4 4

Amortization of capitalized interest 5 4 4 8 8

Less:

Equity in earnings of investments accounted for under the equity method 13 19 27 15 9

Total earnings available for fixed charges $ 4,176 $ 3,739 $ 3,722 $ 3,108 $ 1,903

Fixed charges:

Interest and fixed charges $ 550 $ 528 $ 499 $ 450 $ 419

Reasonable approximation of portion of rent under long-term operating leases representative of an interest factor 278 282 261 221 195

Total fixed charges $ 828 $ 810 $ 760 $ 671 $ 614

Ratio of earnings to fixed charges 5.04x 4.62x 4.90x 4.63x 3.10x

EXHIBIT 21.1

BURLINGTON NORTHERN SANTA FE CORPORATION SUBSIDIARIES

BURLINGTON NORTHERN SANTA FE CORPORATION (DE) Burlington Northern Santa Fe Insurance Company, Ltd. (Bermuda) 100% FreightWise, Inc. (DE) 100% BNSF Logistics, LLC (DE) 100% Royal Cargo Lines, Inc. (TX) 100% Meteor Communications Corporation (WA) 100% MCC Holdings Corporation (WA) 100% BNSF Railway Company (DE) 100% BN Leasing Corporation (DE) 100% BNSF Equipment Acquisition Company, LLC (DE) 100% Bayport Systems, Inc. (TX) 100% BayRail, LLC (DE) 100% The Belt Railway Company of Chicago (IL) 100% Burlington Northern and Santa Fe Railway Company 99% de Mexico, S.A. de C.V. (Mexico) Burlington Northern Santa Fe British Columbia, Ltd. (DE) 100% BNSF Railway International Services, Inc. (DE) 100% The Burlington Northern and Santa Fe Railway Company 1% de Mexico, S.A. de C.V. (Mexico) Burlington Northern (Manitoba) Limited. (Manitoba) 100% Burlington Northern Railroad Holdings, Inc. (DE) 100% Burlington Northern Santa Fe Manitoba, Inc. (DE) 100% Burlington Northern Santa Fe Properties, L.L.C. (DE) 100% Central California Traction Company (CA) 33% Los Angeles Junction Railway Company (CA) 100% Midwest/Northwest Properties Inc. (DE) 100% Northern Radio Limited (British Columbia) 100% The Oakland Terminal Railway (CA) 50% Pine Canyon Land Company (DE) 100% Rio Grande, El Paso and Santa Fe Railroad Company (TX) 100% SFP Pipeline Holdings, Inc. (DE) 100% Santa Fe Pacific Pipelines, Inc. (DE) 100% Santa Fe Pacific Insurance Company (VT) 100% Santa Fe Pacific Railroad Company (Act of Congress) 100% Santa Fe Receivables Corporation (DE) 100% Santa Fe Terminal Services, Inc. (DE) 100% Star Lake Railroad Company (DE) 100% St. Joseph Terminal Railroad Company (MO) 50% Sunset Railway Company (CA) 50% Western Fruit Express Company (DE) 100% Winona Bridge Railway Company (MN) 100% The Zia Company (DE) 100%

Non Profit: BNSF Foundation (a Texas not-for profit corporation)

* The names of certain subsidiaries of Burlington Northern Santa Fe Corporation are omitted as those subsidiaries, considered as a single subsidiary, would not constitute a significant subsidiary.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-155301) and the Registration Statements on Form S-8 (Nos. 33-62829, 33-63249, 333-03275, 333-03277, 333-118732, 333-19241, 333-77615, 333-59854, 333-108384, 333-133434, 333-135893, 333-135894 and 333-135897) of Burlington Northern Santa Fe Corporation of our report dated February 12, 2009 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Fort Worth, Texas February 13, 2009

Exhibit 24.1

POWER OF ATTORNEY

WHEREAS, BURLINGTON NORTHERN SANTA FE CORPORATION, a Delaware corporation (the “Company”), will file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the fiscal year ended December 31, 2008; and WHEREAS, the undersigned serve the Company in the capacity indicated; NOW, THEREFORE, the undersigned hereby constitutes and appoints THOMAS N. HUND or ROGER NOBER, his or her attorney with full power to act for him or her in his or her name, place and stead, to sign his or her name in the capacity set forth below, to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2008, and to any and all amendments to such Annual Report on Form 10-K, and hereby ratifies and confirms all that said attorney may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been executed by the undersigned this 13th day of February, 2009.

/s/ Alan L. Boeckmann /s/ Donald G. Cook Alan L. Boeckmann, Director /s/ Vilma S. Martinez

Donald G. Cook, Director /s/ Marc F. Racicot

Vilma S. Martinez, Director /s/ Roy S. Roberts

Marc F. Racicot, Director

Roy S. Roberts, Director /s/ Marc J. Shapiro

Matthew K. Rose, Director and Chairman, President and Chief Executive Officer /s/ J.C. Watts, Jr.

Marc J. Shapiro, Director /s/ Robert H. West

J.C. Watts, Jr., Director /s/ J. Steven Whisler

Robert H. West, Director /s/ Edward E. Whitacre, Jr.

J. Steven Whisler, Director

Edward E. Whitacre, Jr., Director

E-6

Exhibit 31.1

Principal Executive Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Matthew K. Rose, certify that:

1. I have reviewed this annual report on Form 10-K of Burlington Northern Santa Fe Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading

with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this

report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as

defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules

13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under

our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made

known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed

under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions

about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on

such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the

registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially

affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial

reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the

equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which

are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;

and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant’s internal control over financial reporting.

/s/ Matthew K. Rose

Date: February 13, 2009 Matthew K. Rose

Chairman, President and

Chief Executive Officer

E-7

Exhibit 31.2

Principal Financial Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas N. Hund, certify that:

1. I have reviewed this annual report on Form 10-K of Burlington Northern Santa Fe Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading

with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this

report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as

defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules

13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under

our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made

known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed

under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions

about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on

such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the

registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially

affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial

reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the

equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which

are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;

and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant’s internal control over financial reporting.

/s/ Thomas N. Hund

Date: February 13, 2009

Thomas N. Hund

Executive Vice President and

Chief Financial Officer

E-8

Exhibit 32.1

Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002)

Burlington Northern Santa Fe Corporation

In connection with the Annual Report of Burlington Northern Santa Fe Corporation (the “Company”) on Form 10-K for the year ended

December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Matthew

K. Rose, Chairman, President and Chief Executive Officer of the Company, and Thomas N. Hund, Executive Vice President and Chief

Financial Officer of the Company, each hereby certifies that, to his knowledge on the date hereof:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of

the Company.

Dated: February 13, 2009

/s/ Matthew K. Rose /s/ Thomas N. Hund

Matthew K. Rose

Chairman, President and

Chief Executive Officer

Thomas N. Hund

Executive Vice President and

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Burlington Northern Santa Fe Corporation and will

be retained by Burlington Northern Santa Fe Corporation and furnished to the Securities and Exchange Commission or its staff upon

request.

E-9

Exhibit 99.1

Annual CEO Certification (Section 303A.12(a) of the New York Stock Exchange Listed Company Manual)

As the Chief Executive Officer of Burlington Northern Santa Fe Corporation (BNI) and as required by Section 303A.12(a) of the New York

Stock Exchange Listed Company Manual, I hereby certify that as of the date hereof I am not aware of any violation by the Company of

NYSE’s Corporate Governance listing standards, other than has been notified to the Exchange pursuant to Section 303A.12(b) and

disclosed on Exhibit H to the Company’s Domestic Company Section 303A Annual Written Affirmation.

/s/ Matthew K. Rose

Matthew K. Rose

Chairman, President and Chief Executive Officer

May 23, 2008

[This certification is without qualification.]

Economy & Finance

burlington northern santa fe 10K corp 2008 exhibits