dex108.htm


    
      

      

    

    Exhibit 10.8


    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:

    


    (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.

     

               
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
      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.

            


    

    


    
      	
              (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 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 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”).  

            


    

    


    
      	
              (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.

            


    

    


    
      	
              (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 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