dex101.htm


    
      

      

    

    Exhibit
10.1


      THE
BURLINGTON NORTHERN SANTA FE SUPPLEMENTAL RETIREMENT PLAN

      


      Amended and Restated April 24,
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:

      


      (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.

      


      
        	
                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 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:

              


      

      


      (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

      


      
        	
                (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.  Notwithstanding the
foregoing provisions of this subsection 4.1, a Participant’s right to any
benefits shall be subject to the provisions of the Recoupment Policy adopted by
the Board of Directors on February 13, 2008, as may be amended from time to
time.

       

                 
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, then the Participant will be deemed to have elected to
      have his benefits paid in the form of an
  Annuity.

              


      

      


      
        	
                (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 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 are to
      commence, payment will be made in the Single Life Annuity Form if the
      Participant is not married on the Benefit Commencement Date and in the
      100% 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.

              


      

      


      
        	
                (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.

              


      

      


      
        	
                (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 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 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 then set forth in Article 9.02(g) of the
Retirement Plan as of the Participant's Benefit Commencement
Date.

      


      
        	 	
                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”).  

              


      

      


      
        	
                (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 

      


      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.

      


      The
Employers may withhold from any payment of benefits hereunder any taxes 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.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      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 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 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.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      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 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.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      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

              


      

      


      
        	
                 
      

              	
                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