ex10-1.htm


     

    Exhibit
10.1

     

     

    
      
        	
                

              	
                Matthew K. Rose

              	
                Burlington Northern

              
	  	
                Chairman, President and Chief Executive
Officer

              	
                Santa Fe Corporation

              
	  	  	
                P.O. Box 961052

              
	  	  	
                Fort Worth, TX 76161-0052

              
	  	  	  
	  	  	
                2650 Lou Menk Drive

              
	  	  	
                Fort Worth, TX 76131-2830

              
	  	
                 

              	  
	  	  	
                tel 817.867.6100

              
	  	  	
                fax 817.352.7430

              
	  	  	
                matthew.rose@bnsf.com

              


      

      


      November
17, 2009

       

       

       

       

      Mr. Roger
Nober

      Executive
Vice President-Law and Secretary

      Burlington
Northern Santa Fe Corporation

      2650 Lou
Menk Drive

      Fort
Worth, Texas 76131-2830

       

      Dear
Roger:

       

      This
letter amends and restates my letter to you, dated November 6, 2009, pursuant to
which I waived my right to receive certain compensation and benefits under
certain plans and agreements of Burlington Northern Santa Fe Corporation (the
“Company”).

       

      Reference
is made to (i) the Amended and Restated Change in Control Agreement, dated
December 31, 2007, between the Company and myself (the “Change in Control
Agreement”), (ii) the Burlington Northern Santa Fe 1999 Stock Incentive Plan and
my award agreements thereunder (collectively, the “Stock Incentive Plan”), (iii)
the Retirement Benefit Agreement, dated April 19, 2002 and as amended and
restated September 21, 2006, between the Company and myself (the “Retirement
Benefit Agreement” and, collectively with the Change in Control Agreement and
the Stock Incentive Plan, the “Benefit Agreements”), and (iv) the Agreement and
Plan of Merger, dated November 2, 2009, by and among Berkshire Hathaway Inc., R.
Acquisition Company, LLC and the Company (the “Merger Agreement”).

       

      The
Change in Control Agreement provides me with the right to receive certain
compensation and benefits in connection with a “change in control” of the
Company.  Section 12.6 of the Stock Incentive Plan provides me with
the right to receive certain severance benefits and accelerated vesting of
equity awards if the Company terminates my employment for reasons other than
“cause” or “disability” or I terminate my employment for “good reason”, in each
case in connection with a “change in control” of the
Company.  Paragraph 3 of the Retirement Benefit Agreement provides
that I will receive additional service credit for purposes of my retirement
benefits if my employment terminates for any reason within certain time periods
following a “change in control” of the Company.  The transactions
contemplated by the Merger Agreement will constitute a change in control for
purposes of the Benefit Agreements.

       

      I hereby
waive my right to receive any compensation or benefits payable under the Change
in Control Agreement, Section 12.6 of the Stock Incentive Plan or paragraph 3 of
the Retirement Benefit Agreement in connection with the transactions
contemplated by the Merger Agreement.

       

      Sincerely,

       

      /s/
Matthew K. Rose

       

      Matthew
K. Rose