Exhibit 10.21



BURLINGTON NORTHERN SANTA FE 1999 STOCK INCENTIVE PLAN,

AS AMENDED AND RESTATED



SECTION 1



STATEMENT OF PURPOSE



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



| | (a) | attract and retain executive, managerial and other salaried employees;
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| | (b) | motivate participating employees, by means of appropriate incentives, to achieve long-range goals;
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| | (c) | provide incentive compensation opportunities that are competitive with those of other major corporations; and
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| | (d) | further identify a Participants interests with those of the Companys other stockholders through compensation that is based on the Companys common stock;
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and thereby promote long-term financial interest of the Company
and the Related Companies, including the growth in value of the Companys equity and enhancement of long-term stockholder return.



SECTION 2



DEFINITIONS



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



| | (a) | Award.The term Award shall mean any award or benefit granted to any Participant under the Plan, including, without limitation, the grant of Options, Restricted
Stock, Restricted Stock Units, Performance Stock, Achievement Award Stock, or Stock acquired through purchase under Section 10.
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| | (b) | Board.The term Board shall mean the Board of Directors of the Company.
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| | (c) | Cause.The term Cause shall mean (a) the willful and continued failure by the Participant to substantially perform his or her duties with
the Company (other than any
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| | such failure resulting from his or her incapacity due to physical or mental illness), or (b) the willful engaging by the Participant in conduct which is demonstrably and
materially injurious to the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, shall be deemed willful unless done, or omitted to be done, by the Participant not in good faith and without
reasonable belief that his or her action or omission was in the best interest of the Company.
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| | (d) | Change in Control.A Change in Control shall be deemed to have occurred if
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| | (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;
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| | (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;
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| | (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
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| | (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
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| | value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefor or by another objective method in a
case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the fair market value of the Company (as hereinafter defined). For purposes of the preceding sentence, the fair market value of the Company
shall be the aggregate market value of the outstanding shares of Stock (on a fully diluted basis) plus the aggregate market value of the Companys other outstanding equity securities. (excluding employee stock options). The aggregate market
value of the shares of Stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the Transaction Date) shall be
determined by the average closing price of the shares of Stock for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of the Company shall be determined in a manner similar to
that prescribed in the immediately preceding sentence for determining the aggregate market value of the shares of Stock.
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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.



| | (e) | Code.The term Code means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor
provision of the Code.
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| | (f) | Date of Termination.A Participants Date of Termination shall be the date on which his or her employment with all Employers and Related Companies terminates
for any reason; provided that a Date of Termination shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Related Company (including Employers) or between two Related Companies (including Employers); and
further provided that unless agreed otherwise by the Participant, a Participants employment shall not be considered terminated while the Participant is on a military leave, sick leave or other bona fide leave of absence from an Employer or a
Related Company where the Employee may return to service and which is approved by the Participants employer, except that the leave shall be deemed to end on the earlier of (i) the six-month anniversary of the commencement of the leave
(or, if later, the termination of the Participants right to reemployment with the Employers and Related Companies provided either by statute or by contract); or (ii) the date on which the leave in fact ends without the individual
returning to active employment with the Employers and Related Companies.
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| | (g) | Disability.Except as otherwise provided by the Committee, a Participant shall be considered to have a Disability during the period in which he or she is unable,
by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the discretion of the Committee, is expected to have a duration of not less than 120 days.
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| | (h) | Employee.The term Employee shall mean a person with an employment relationship with the Company or a Related Company.
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| | (i) | Employer.The Company and each Related Company which, with the consent of the Company, participates in the Plan for the benefit of its eligible employees are referred to
collectively as the Employers and individually as an Employer.
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| | (j) | Fair Market Value.The Fair Market Value of the Stock shall be the mean between the highest and lowest quoted sales prices of a share of Common Stock on the New
York Stock Exchange Composite Transaction Report; provided, that if there were no sales on the valuation date but there were sales on dates within a reasonable period both before and after the valuation date, the Fair Market Value is the weighted
average of the means between the highest and lowest sales on the nearest date before and the nearest date after the valuation date. The average is to be weighed inversely by the respective numbers of trading days between the selling dates and the
valuation date and shall be determined in good faith by the Committee. In any event the determination of Fair Market Value shall be consistent with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(iv)(A).
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| | (k) | Immediate Family.With respect to a particular Participant, the term Immediate Family shall mean the Participants spouse, children, stepchildren, adoptive
relationships, sisters, brothers and grandchildren.
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| | (l) | Option.The term Option shall mean any Incentive Stock Option or Non-Qualified Stock Option granted under the Plan.
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| | (m) | Participant.The term Participant means an Employee who has been granted an award under the Plan.
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| | (n) | Performance-Based Compensation. The term Performance-Based Compensation shall have the meaning ascribed to it in section 162(m)(4)(C) of the Code.
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| | (o) | Performance Period. The term Performance Period shall mean the period over which applicable performance is to be measured, provided that such period shall not be
less than one year.
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| | (p) | Qualified Retirement Plan. The term Qualified Retirement Plan means any plan of the Company or a Related Company that is intended to be qualified under section
401(a) of the Code.
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| | (q) | Related Company.The term Related Company means any company during any period in which it is a subsidiary corporation (as that term is defined in Code
section 424(f)) with respect to the Company.
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| | (r) | Restricted Period.The term Restricted Period shall mean the period of time for which Restricted Stock is subject to forfeiture pursuant to the Plan or during
which Options are not exercisable.
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| | (s) | Retirement. Retirement of a Participant shall mean the occurrence of a Participants Date of Termination under circumstances that constitute a retirement
with immediate eligibility for benefits under Article 6 or Article 7 of the Burlington Northern Santa Fe Retirement Plan, or under the terms of the Qualified Retirement Plan of an Employer or Related Company that is extended to the Participant
immediately prior to the Participants Date of Termination or, if no such plan is extended to the Participant on his or her Date of Termination, under the terms of any applicable retirement policy of the Participants employer.
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| | (t) | SEC. SEC shall mean the United States Securities and Exchange Commission.
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| | (u) | Stock.The term Stock shall mean shares of common stock of the Company, par value $0.01 per share.
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SECTION 3



ELIGIBILITY



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



SECTION 4



OPERATION AND ADMINISTRATION



4.1. Subject to the approval of the stockholders of the
Company at the Companys 2004 annual meeting of the stockholders, the Plan, as amended and restated, shall be effective as of the date of such approval (Effective Date), provided however, that any awards made under the Plan, as
amended and restated, prior to approval by stockholders, shall be contingent on approval of the Plan, as amended and restated, by stockholders of the Company and all dividends on such Awards shall be held by the Company and paid only upon such
approval and all other rights of a Participant in connection with such an Award shall not be effective until such approval is obtained. The Plan will terminate (except with respect to then outstanding awards) on April 17, 2012, or, if
shareholders approve the Plan, as amended and restated, at the 2004 annual meeting of stockholders, ten years from the date of such approval, provided however, that no Incentive Stock Options may be granted under the Plan on a date that is more than
ten years from the Effective Date or, if earlier, the date the Plan is adopted by the Board.



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



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| | (a) | Subject to the provisions of the Plan, the Committee will have the authority and discretion to select Employees to receive Awards, to determine the time or times of receipt, to
determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards, and to cancel or suspend Awards. In making such Award
determinations, the Committee may take into account the nature of services rendered by the respective Employee, his or her present and potential contribution to the Companys success, and such other factors as the Committee deems relevant.
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| | (b) | Subject to the provisions of the Plan, the Committee will have the authority and discretion to determine the extent to which Awards under the Plan will be structured to conform to
the requirements applicable to Performance-Based Compensation as described in Code section 162(m), and to take such action, establish such procedures, and impose such restrictions at the time such awards are granted as the Committee determines to be
necessary or appropriate to conform to such requirements.
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| | (c) | The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules relating to the Plan, to determine the terms and provisions of
any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.
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| | (d) | Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.
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| | (e) | Except as otherwise expressly provided in the Plan, where the Committee is authorized to make a determination with respect to any Award, such determination shall be made at the time
the Award is granted; except that the Committee may reserve the authority to have such determination made by the Committee in the future (but only if such reservation is either made at the time the Award is granted and is stated in the Agreement
reflecting the Award or, if the Agreement does not address the issue, is provided in the Plan); and further provided that the Committee may, in its discretion, accelerate the vesting, distribution, or settlement of any Award if such acceleration
does not cause the imposition of penalties or accelerated recognition of income under section 409A of the Code.
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| | (f) | Except to the extent prohibited by applicable law or the rules of any stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or
more of its members and other than in respect to eligibility, times of Awards, and terms, conditions, performance criteria, restrictions and other provisions of Awards, and except as otherwise provided by the Committee from time to time, the
Committee delegates its responsibilities and powers to the Vice President-Human Resources or his or her successor. Any such allocation or delegation may be revoked by the Committee at any time.
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| | (g) | No member or authorized delegate of the Committee shall be liable to any person for any action taken or omitted in connection with the administration of the Plan
unless attributable to his or her own fraud or willful misconduct; nor shall the Employers be
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| | liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director or employee of the Employers. The
Committee, the individual members thereof, and persons acting as the authorized delegates of the committee under the plan, shall be indemnified by the Employers (to the maximum extent permitted by law) against any and all liabilities, losses, costs
and expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or its members or authorized delegates by reason of the performance of a Committee function if the
Committee or its members or authorized delegates did not act dishonestly or in willful violation of the law or regulation under which such liability, loss, cost or expense arises. This indemnification shall not duplicate but may supplement any
coverage available under any applicable by-law, contract or insurance.
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4.3. Notwithstanding any other provision of the Plan to the contrary, no Participant shall receive any Award of an Option under the Plan to the extent that the sum of:



| | (a) | the number of shares of Stock subject to such Award;
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| | (b) | the number of shares of Stock subject to all other prior Awards of Options under the Plan during the one-year period ending on the date of the Award; and
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| | (c) | the number of shares of Stock subject to all other prior stock options granted to the Participant under other plans or arrangements of the Employers and Related Companies during the
one-year period ending on the date of the Award;
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would exceed
the Participants Individual Limit under the Plan. The determination made under the foregoing provisions of this subsection 4.3 shall be based on the shares subject to the awards at the time of grant, regardless of when the awards become
exercisable. Subject to the provisions of Section 13, a Participants Individual Limit shall be 1,000,000 shares per calendar year.



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



4.5. To the extent that the Plan and the Awards
under the Plan are subject to the rules applicable to nonqualified deferred compensation plans under section 409A of the Code, such portion of the Plan and such awards are not intended to result in acceleration of income



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recognition or imposition of penalty taxes by reason of section 409A, and the terms of such portion of the Plan and such awards shall be interpreted in a
manner (and such portion of the Plan and such awards will be amended to the extent determined necessary or appropriate by the Committee) to avoid such acceleration and penalties.



SECTION 5



SHARES AVAILABLE UNDER THE PLAN



5.1 The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued or treasury shares
acquired by the Company, including shares purchased in open market or in private transactions. Subject to the provisions of Section 12, the total number of shares of Stock available for grant of Awards shall not exceed forty-two million
(42,000,000) shares of Stock. Except as otherwise provided herein, any shares subject to an Award which for any reason expires or is terminated without issuance of shares (whether or not cash or other consideration is paid to a Participant in
respect to such Award) as well as shares used to pay an Option Purchase Price under this Plan or a predecessor plan shall again be available under the Plan.



SECTION 6



OPTIONS



6.1. The grant of an Option under this Section 6 entitles the Participant to purchase shares of Stock at a price fixed at the time the Option is granted, or at a price determined under a method established at the time the
Option is granted, subject to the terms of this Section 6. Options granted under this section may be either Incentive Stock Options or Non-Qualified Stock Options, and subject to Sections 11 and 16, shall not be exercisable for six months from
date of grant, as determined in the discretion of the Committee. An Incentive Stock Option is an Option that is intended to satisfy the requirements applicable to an incentive stock option described in section 422(b) of the
Code. A Non-Qualified Stock Option is an Option that is not intended to be an incentive stock option as that term is described in section 422(b) of the Code.



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



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



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| | (a) | The purchase price of an Option shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option is granted; provided,
however, that in no event shall such price be less than Fair Market Value on the date of the grant.
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| | (b) | Subject to the following provisions of this subsection 6.3, the full purchase price of each share of Stock purchased upon the exercise of any Option shall be paid at the time of
such exercise and, as soon as practicable thereafter, a certificate representing the shares so purchased shall be delivered to the person entitled thereto.
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| | (c) | The purchase price of an Option shall be payable in cash or in shares of Stock (valued at Fair Market Value as of the day of exercise).
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| | (d) | A Participant may elect to pay the purchase price upon the exercise of an Option through a cashless exercise arrangement as may be established by the Company.
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| | (e) | Except for either adjustments pursuant to Section 12 of the Plan (relating to the adjustments to shares), or reductions of the purchase price approved by the Companys
stockholders, and subject to any applicable restrictions imposed by section 409A of the Code, the purchase price for any outstanding Option may not be decreased after the date of grant nor may an outstanding Option granted under the Plan be
surrendered to the Company as consideration for the grant of a replacement Option with a lower purchase price.
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6.4. Except as otherwise expressly provided in the Plan, the terms and conditions relating to the exercise of an Option shall be established by the
Committee, and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Option, or achievement of Stock ownership objectives by the
Participant. No Option may be exercised by a Participant after the expiration date applicable to that Option.



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



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



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Option shall be granted pursuant to this subsection 6.6 in connection with the exercise of any Option granted on or after February 28, 2005.



SECTION 7



RESTRICTED STOCK



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



7.2. The Committee shall designate the Participants to whom Restricted Stock
is to be granted, and the number of shares of Stock that are subject to each such Award. In no event shall more than twelve million shares be granted under Sections 7, 8 and 9 of the Plan. The Award of shares under this Section 7 may, but need
not, be made in conjunction with a cash-based incentive compensation program maintained by the Company, and may, but need not, be in lieu of cash otherwise awardable under such program, provided, however, that one million of the shares remaining to
be granted under Sections 7, 8 and 9 of the Plan as of April 18, 2002, shall only be used for Awards of shares of Performance-Based Restricted Stock, performance-based Restricted Stock Units or Performance Stock or in lieu of cash otherwise
awardable under such program.



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



| | (a) | Except as otherwise hereinafter provided, Restricted Stock granted to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restricted
Period. Except for such restrictions, the Participant as owner of such shares shall have all the rights of a stockholder, including but not limited to the right to vote such shares and, except as otherwise provided by the Committee or as otherwise
provided by the Plan, the right to receive all dividends paid on such shares.
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| | (b) | Each certificate issued in respect of shares of Restricted Stock granted under the Plan shall be registered in the name of the Participant and, at the discretion of the Committee,
each such certificate may be deposited with the Company with a stock power endorsed in blank or in a bank designated by the Committee.
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| | (c) | The Committee may award Performance-Based Restricted Stock, which shall be Restricted Stock that becomes vested (or for which vesting is accelerated) upon the
achievement of performance goals established by the Committee. The Committee may
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| | specify the number of shares that will vest upon achievement of different levels of performance. Except as otherwise provided by the Committee, achievement
of maximum targets during the Performance Period shall result in the Participants receipt of the full Performance-Based Restricted Stock Award. For achievement of the minimum target but less than the maximum target the Committee may establish
a portion of the Award which the Participant is entitled to receive.
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| | (d) | Except as otherwise provided by the Committee, any Restricted Stock which is not earned by the end of a Performance Period shall be forfeited. If a Participants Date of
Termination occurs during a Performance Period with respect to any Restricted Stock subject to a Performance Period granted to him or her, the Committee may determine that the Participant will be entitled to settlement of all or any portion of the
Restricted Stock subject to a Performance Period as to which he or she would otherwise be eligible or make such other adjustments as the Committee, in its sole discretion, deems desirable. Subject to the limitations of the Plan and the Award of
Restricted Stock, upon the vesting of Restricted Stock, such Restricted Stock will be transferred free of all restrictions to a Participant (or his or her legal representative, beneficiary or heir).
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SECTION 8



RESTRICTED STOCK UNITS



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



8.2. The Committee shall designate the Participants to whom
Restricted Stock Units shall be granted and the number of units that are subject to each such Award. In no event shall more than twelve million shares be granted under Sections 7, 8 and 9 of the Plan. During any period in which units are outstanding
and have not been settled in stock, the Participant shall not have the rights of a stockholder, but shall have the right to receive a payment from the Company in lieu of a dividend in an amount equal to such dividends and at such times as dividends
would otherwise be paid.



8.3. If a Participants Date of
Termination occurs during a Restricted Period with respect to any Restricted Stock Units granted to him or her, the Committee may determine that the



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Participant will be entitled to settlement of all or any portion of the Restricted Stock Units as to which he or she would otherwise be eligible or make such
other adjustments as the Committee, in its sole discretion, deems desirable.



SECTION 9



PERFORMANCE
STOCK



9.1. Subject to the terms of this Section 9, a
Performance Stock Award provides for the distribution of Stock to a Participant upon the achievement of performance objectives established by the Committee. For purposes of the Plan, the Performance Period with respect to any Award shall
be the period over which the applicable performance is to be measured.



9.2. The Committee shall designate the Participants to whom Performance Stock Awards are to be granted, and the number of shares of Stock that are subject to each such Award. In no event shall more than twelve million shares be granted
under Sections 7, 8 and 9 of the Plan. The Award of shares under this Section 9 may, but need not, be made in conjunction with a cash-based incentive compensation program maintained by the Company, and may, but need not, be in lieu of cash
otherwise awardable under such program, provided, however, that one million of the shares remaining to be granted under Sections 7, 8 and 9 of the Plan as of April 18, 2002, shall only be used for Awards of shares of Performance-Based
Restricted Stock, performance-based Restricted Stock Units or Performance Stock or in lieu of cash otherwise awardable under such program.



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



SECTION 10



STOCK PURCHASE PROGRAM



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



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



SECTION 11



TERMINATION OF EMPLOYMENT



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



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



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



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



11.5 Non-Qualified Stock Options which are exercisable at the
time of (or become exercisable by reason of) the Participants death, Disability, Retirement, or other termination of employment by the Participants employer for reasons other than Cause shall expire on the expiration date set forth in
the award or, if earlier, five years after the Date of Termination, if the



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Participants termination occurs because of death, Disability, or Retirement or if the Participants employment is terminated by the
Participants employer for reasons other than Cause.



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



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



| | (a) | All outstanding options then held by the Participant shall become exercisable on the Participants Date of Termination.
| | --- | -----------------------------------------------------------------------------------------------------------------------



| | (b) | Any restrictions on awards held by the Participant as of the Participants Date of Termination shall lapse and all Awards vested as if all performance objectives have been
attained.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



SECTION 12



ADJUSTMENTS TO SHARES



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



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individual or other limits; (iii) the number of shares of Stock subject to outstanding Awards; and (iv) the per-share price under any outstanding
Award to the extent that the Participant is required to pay a purchase price per share with respect to the Award.



12.2 If the Committee determines that the adjustments in accordance with the foregoing provisions of this section would not be fully consistent with the
purposes of the Plan or the purposes of the outstanding Awards under the Plan, the Committee may make such other adjustments to the Awards to the extent that the Committee determines such adjustments are consistent with the purposes of the Plan and
of the affected Awards.



SECTION 13



TRANSFERABILITY OF AWARDS



13.1 Awards under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution. To the extent that the Participant who receives an Award under the Plan has the right to exercise such Award, the Award may be exercised during the lifetime of the Participant only by
the Participant. Notwithstanding the foregoing provisions of this Section 13, the Committee may permit Awards under the Plan (other than an Incentive Stock Option) to be transferred by a Participant for no consideration to or for the benefit of
the Participants Immediate Family (including, without limitation, to a trust for the benefit of a Participants Immediate Family or to a Family Partnership for members of the Immediate Family), subject to such limits as the Committee may
establish, and the transferee shall remain subject to all of the terms and conditions applicable to such Award prior to such transfer.



SECTION 14



AWARD AGREEMENT



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



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SECTION 15



TAX WITHHOLDING



15.1 All Awards and other payments under the Plan are subject to withholding of all applicable taxes, which withholding obligations shall be satisfied
(without regard to whether the Participant has transferred an Award under the Plan) by a cash remittance, or with the consent of the Committee, through the surrender of shares of Stock which the Participant owns or to which the Participant is
otherwise entitled under the Plan pursuant to an irrevocable election submitted by the Participant to the Company at the office designated for such purpose, provided that if shares are used for awards granted on or after July 1, 2000, shares
from the Stock Awards may be used only in an amount equal to the minimum applicable tax withholding rate as established by the Internal Revenue Code and relevant state or local tax authorities, and any additional amount due must be satisfied by use
of attestation of ownership of other shares. The number of shares of Stock needed to be submitted in payment of the taxes shall be determined using the Fair Market Value as of the applicable tax date rounding down to the nearest whole share;
provided that no election to have shares of Stock withheld from an Award or submission of shares shall be effective with respect to an Award which was transferred by a Participant in accordance with the Plan.



SECTION 16



TERMINATION AND AMENDMENT



16.1. The Board may suspend, terminate, modify or amend the Plan, provided
that any amendment that would increase the aggregate number of shares which may be issued under the Plan; materially increase the benefits accruing to Participants under the Plan; modify Section 6.3(e) or materially modify the requirements as
to eligibility for participation in the Plan, shall be subject to the approval of the Companys stockholders, except that any such increase or modification that may result from adjustments authorized by Section 12 does not require such
approval. No suspension, termination, modification or amendment of the Plan may terminate a Participants existing Award or materially and adversely affect a Participants rights under such Award without the Participants consent.



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