BURLINGTON
NORTHERN SANTA FE CORPORATION





AMENDED
AND RESTATED





BENEFITS PROTECTION
TRUST





(As
amended through January 8, 2008)




































































BURLINGTON
NORTHERN SANTA FE CORPORATION


BENEFITS PROTECTION
TRUST





TABLE OF
CONTENTS


ARTICLE                                                                                                                                                                                                                       
PAGE





1:           
Definitions                                                                                                                                                    
                                          
 2





2:           
Creation of
Trust                                                                                                                                                                                    
 7





3:           
Trustee Expense
Account                                                                                                                                                                      
9





4:           
Benefit
Account                                                                                                                                                                                    
10





5:           
Payments from the
Trust                                                                                                                                                                      
11





6:           
Management of Trust
Assets                                                                                                                                                             
14





7:           
Administrative
Powers                                                                                                                                                                          17





8:           
Insurance and Annuity
Contracts                                                                                                                                                      
18





9:           
Trustee's Powers after Change of
Control                                                                                                                                         
21





10:           
Taxes, Expenses and Compensation of
Trustee                                                                                                                            
 26





11:           
General Duties of
Trustee                                                                                                                                                                   27





12:           
Indemnification                                                                                                                                                                                    
28





13:           
No Duty to Advance
Funds                                                                                                                                                              
29





14:           
Accounts                                                                                                                                                                                              
29





15:           
Administration of the Plans;
Communications                                                                                                                               
32





16:           
Resignation or Removal of
Trustee                                                                                                                                                  
33





17:           
Amendment of Agreement; Termination of Trust; Termination


with Respect to an Affiliate and
Transfer to Successor
Trustee                                                                                                  
38





18:           
Prohibition of
Diversion                                                                                                                                                                     
41





19:           
Prohibition of Assignment of
Interest                                                                                                                                              43





20:           
Miscellaneous                                                                                                                                                                                     
44











AMENDED AND
RESTATED


BENEFITS PROTECTION TRUST
AGREEMENT


(As
amended through January 8, 2008)








THIS AGREEMENT (the "Agreement"), made
as of the 31st day of March, 2004, by and between BURLINGTON NORTHERN SANTA FE
CORPORATION, a corporation organized and existing under the laws of the State of
Delaware, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association (hereinafter referred to as the "Trustee").





W I T N E S S E T
H


WHEREAS, the Company (as hereinafter
defined) or an Affiliate (as hereinafter defined) thereof has adopted the plans,
programs, and policies and has entered into the contracts listed on Schedule 1
(hereinafter referred to either specifically by name or collectively as the
"Plans") and may adopt or enter into other such plans which will be listed from
time to time on Schedule 1 and may, from time to time, amend, modify or
terminate any such Plan in accordance with its terms or to comply with any
changes in the law and to increase the number of participants in any such Plan
(subject to the terms of this Agreement); and


WHEREAS, the Company initially
established this Trust on March 22nd, 1996 with BANKERS TRUST COMPANY, and on
December 1st, 2003 appointed WACHOVIA BANK, NATIONAL ASSOCIATION as Successor
Trustee under the agreement dated December 1, 2003; and


WHEREAS, the Company desires to
establish a Benefits Protection Trust (hereinafter referred to as this "Trust")
in order to ensure that Participants (as hereinafter defined) and their
beneficiaries will receive the benefits which the Company and its Affiliates are
obligated to  provide for them or which they reasonably anticipate
receiving pursuant to the Plans; and


WHEREAS, the Trustee is not a party to
the Plans; and


WHEREAS, the aforesaid obligations of
the Company are not funded or otherwise secured and the Company has agreed to
take steps to assure that the future payment of amounts under such Plans will
not be improperly withheld in the event that a "Change of Control" (as
hereinafter defined) of the Company should occur; and


WHEREAS, for purposes of assuring that
such payments will not be improperly withheld, the Company desires to: (a)
deposit with the Trustee, subject to the claims of the Company's existing or
future general creditors, amounts of cash and/or marketable securities for the
payment of the fees and expenses of the Trustee in pursuing claims of the
Participants and their beneficiaries against the Company for such payments
and/or in requiring the Company to deposit sufficient cash and/or marketable
securities in the Trust to pay benefits under the Plans; and (b) retain the
right to deposit with the Trustee, subject to the same conditions, further
amounts of cash and/or marketable securities for the payment of amounts under
such Plans as they may become due and payable; and


WHEREAS, in the event that the Trustee
resigns in accordance with Section 16.1 or16.2 hereof, the Company
shall have the exclusive right and power to appoint, in its sole discretion, a
successor trustee in accordance with Section 16.


NOW, THEREFORE, the Company and the
Trustee agree as follows:


ARTICLE 1:Definitions.


1.1           
"Affiliate" shall mean any corporation, partnership or other entity, the
majority interest in which is held by the Company directly or through one or
more intermediaries.


1.2           
The "Board" shall mean the Board of Directors of Burlington Northern Santa Fe
Corporation.


1.3           
"Change of Control" shall mean the occurrence of any of the
following:


(a)           
any person (as such term is used in sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) being or
becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act)
directly or indirectly, of securities of the Company representing twenty five
percent (25%) or more of the combined voting power of the Company's then
outstanding securities, provided that the determination of whether any person
has become the beneficial owner of twenty five percent (25%) or more of the
combined voting power of the Company's outstanding securities for purposes of
this Section (a) shall be determined in accordance with Exhibit C
hereto,


(b)           
the first purchase by any person (as such term is used in subsection (a) of this
Section 1.3) of the Company's Common Stock pursuant to a tender or exchange
offer to acquire such number of shares of the Company's Common Stock as would
result in such person holding twenty five percent (25%) or more of the combined
voting power of the Company's then outstanding Common Stock (other than a tender
or exchange offer made by the Company or an Affiliate),


(c)            the
approval by the Company's stockholders of a merger or consolidation, a sale or
disposition of all or substantially all of the Company's assets or a plan of
liquidation or dissolution of the Company, or


(d)           
during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Company ceasing for any
reason to constitute at least a majority thereof, unless the election or
nomination for the election by the Company's stockholders of each new director
was approved by a vote of at least two thirds of the directors then still in
office who were directors at the beginning of the period,


(e)           
notwithstanding (a) through (d), the business combination of Burlington Northern
Inc. and Santa Fe Pacific Corporation, which was effective September 22, 1995,
does not constitute a Change of Control.


Notwithstanding the foregoing, a Change
of Control shall not be deemed to occur if the Company either merges or
consolidates with or into another company or sells or disposes of all or
substantially all of its assets to another company, if such merger,
consolidation, sale or disposition is in connection with a corporate
restructuring wherein the stockholders of the Company immediately before such
merger, consolidation, sale or disposition own, directly or indirectly,
immediately following such merger, consolidation, sale or disposition at least
eighty percent (80%) of the combined voting power of all outstanding classes of
securities of the company resulting from such merger or consolidation, or to
which the Company sells or disposes of its assets, in substantially the same
proportion as their ownership in the Company immediately before such merger,
consolidation, sale or disposition.  Furthernotwithstanding the
foregoing, an event will not be treated as a Change of Control for purposes of
this Agreement if the Board so determines by an affirmative vote of at least two
thirds of its incumbent members immediately prior to the occurrence of such
event, and the Company shall provide prompt notice of such determination to the
Trustee.


In addition, notwithstanding any
provision herein to the contrary, a Change of Control shall not be deemed to
occur where the acquirer is, directly or indirectly, a Class I railroad or a
holding company of a Class I railroad ("Merger Transaction"), or any events or
transactions that form a part of, or are in furtherance of the Merger
Transaction (including, without limitation, any announcement of the Merger
Transaction or the execution of any agreement in furtherance of the Merger
Transaction) for the purposes of this Trust, unless the Board so determines by
an affirmative vote of at least two thirds of its incumbent members immediately
prior to the occurrence of such event, and the Company shall provide prompt
notice of such determination to theTrustee.


1.4           
"Company" shall mean Burlington Northern Santa Fe Corporation, its successors,
and assigns.


1.5           
"Equitable Share" shall mean the interest of any Plan in the assets of the
Trust.


1.6           
"Investment Manager" shall mean a bank, an insurance company or an investment
adviser registered under the Investment Advisers Act of 1940, appointed pursuant
to Article VI hereto to manage all or a portion of the assets of the
Trust.


1.7           
"Participants" shall mean active and former directors and employees of the
Company and/or of its Affiliates.


1.8           
"Responsible Employer" shall mean, in connection with a particular Plan, an
entity (either the Company or an Affiliate) that is obligated to provide
benefits to directors or employees pursuant to that Plan, either through
contributions to the Trust or otherwise.


1.9           
"Threatened Change of Control" shall mean either of the following
events:


(a)           
A person described in Section 1.3 of this Article 1,


(1)
            initiates
      a tender offer to acquire such number of shares as would result in such
      person holding twenty five percent (25%) or more of the voting power of
      the Company's outstanding common shares; or


(2)
            solicits
      proxies for votes to elect members of the Board at a shareholders' meeting
      of the Company;


provided,
      however, that, an event will not be treated as a Threatened Change of
      Control for purposes of this Agreement if the Board so determines by an
      affirmative vote of at least two thirds of its incumbent members
      immediately prior to the occurrence of such event, and the Company shall
      provide prompt notice of such determination to the Trustee, or


(b)           
The Company notifies the Trustee in writing that such a Threatened Change
of


Controlexists.


1.10           
"Threatened Change of Control Period" shall mean the period beginning on the
date a Threatened Change of Control commences and ending on the earliest
of:


(a)  The date
when a person described in Section 1.3 of this Article 1, (1) shall have
abandoned the tender offer, or (2) shall not have elected a member of the Board
as the case may be, or (3) shall own less than five percent (5%) of the voting
power of the Company's outstanding common shares; or


(b)           
If the Threatened Change of Control Period has commenced by reason of a written
notification by the Company as provided in Section 1. 9(b) of this Article 1,
the earlier of (1) the expiration of six (6) months after the Trustee has
received such notification, if a Threatened Change of Control described in
Section 1.9(a) has not occurred within such 6-month period, and (2) the date the
Company shall have notified the Trustee in writing that the Threatened Change of
Control has terminated; or


(c)           
The date a Change of Control occurs.





ARTICLE 2:Creation of
Trust.


2.1           
The Company hereby establishes with the Trustee and the Trustee hereby accepts a
trust consisting of two accounts established by the Trustee for purposes of
accounting for funds delivered to the Trustee by the Company, upon direction
from the Company. One such account shall be known as the "Trustee Expense
Account," and shall be used exclusively to pay the fees, expenses and
indemnities due or incurred by the Trustee in accordance with the terms of this
Agreement. The other such account shall be known as the "Benefit Account," and
shall be used to make payments under the Plans and, solely to the extent the
trustee expense account is insufficient, to pay the fees, expenses and
indemnities due or incurred by the trustee in accordance with the terms of this
agreement. Upon direction from the Company, the Benefit Account shall be divided
into a separate Equitable Share for each Plan which is funded by the Company in
accordance with Section 4.1 of Article 4. If a single Plan has more than one
Responsible Employer, then a separate Equitable Share shall be created for each
such Responsible Employer, upon direction from the Company.


2.2           
The Company and the Trustee agree that the Trust created herein shall be
revocable by the Company as to any assets held in the Trustee Expense Account at
any time before a Change of Control, but shall not be revocable by the Company
or by any successor thereto as to assets held in the Benefit Account at any
time, or as to any amounts held under the Trust at any time during a Threatened
Change of Control or after a Change of Control. The principal of the Trust, and
any earnings thereon, shall be used exclusively for the uses and purposes of
Participants and their beneficiaries and general creditors of each Responsible
Employer, as herein set forth. Participants and their beneficiaries shall have
no preferred claim on, or any beneficial ownership interest in, any assets of
the Trust. Any rights created under the Plans and this Agreement shall be mere
unsecured contractual rights of Participants and their beneficiaries against the
appropriate Responsible Employer. Any assets held by the Trust will be subject
to the claims of the general creditors of the Responsible Employers under
federal and state law in the event that any such Responsible Employer becomes
insolvent, as defined in Section 18.2(a). The Trust established hereunder is
intended to be a grantor trust within the meaning of Section 671 of the Internal
Revenue Code of 1986, as amended (the "Code"), and all interest and other income
earned on the investment of the Trust shall for such purposes be the property
of, and taxable to, the Company. All taxes on or with respect to the Trust shall
be payable by the Company from its separate funds, provided, however, that to
the extent that the Company does not timely make any such payments, such taxes
shall be paid from the Trustee Expense Account, and if the Trustee Expense
Account is insufficient then from the Benefit Account.


2.3           
The Company may amend any existing Plans, provided, however, that a Plan
amendment may not materially increase the administrative duties of the Trustee
under this Agreement without the Trustee's express prior written consent
thereto. The Company may add plans, other than plans intended to be qualified
under Section 401(a) of the Code, under the Trust upon prior written notice
thereof to the Trustee and by amending Schedule 1; provided, however, that the
Company may not add any such plan under the Trust without the Trustee's express
prior written consent to such addition. The Company shall furnish to the Trustee
copies of all Plans, and the Trustee shall have no duties or obligations
whatsoever under this Agreement with respect to any Plan of which the Trustee
has not received a copy from the Company. If the Company amends any existing
Plans or adds plans, it shall send to the Trustee a copy of any such amendments
or plans and the Trustee shall have no duties or obligations whatsoever under
this Agreement with respect to any amendment to a plan or new plans of which the
Trustee has not received a copy from the Company.





ARTICLE 3:Trustee Expense
Account.


3.1           
Upon the Trustee's obtaining actual knowledge of the existence of a Threatened
Change of Control or a Change of Control, the Trustee shall require the Company
to deliver the amount of two million dollars ($2,000,000) in cash to the Trust,
to be credited to the Trustee Expense Account. The Trustee shall make written
demand for any such additional amount, and the Company will comply with such
demand within 15 days of its receipt thereof. In the event the Company fails to
provide the Trustee with such additional amount within 15 days of the receipt by
the Company of such written demand, the Trustee shall have the right to resign
immediately as Trustee, and immediately upon such resignation shall have no
further duties hereunder. The Trustee will have no duty to find or secure the
appointment of a Successor Trustee upon its resignation pursuant to this
Section, nor shall its resignation or the termination of any further duties be
contingent upon the appointment and qualification of a successor trustee. If the
Threatened Change of Control Period terminates and no Change of Control has
occurred, the Company may withdraw any portion of the two million dollars
($2,000,000) deposited upon the demand of the Trustee, together with any income
actually earned thereon and reduced by any losses attributable
thereto.


3.2           
At any time, the Company shall have the unlimited right to add to the Trustee
Expense Account additional amounts of cash and/or marketable securities
acceptable to the trustee. Such amounts (together with the income attributable
thereto) which are over and above the aggregate amount of $2,000,000 described
in Section 3.1 may be withdrawn by the Company at any time prior to a Change of
Control, but not after.





ARTICLE 4:Benefit
Account.


4.1           
The Company may elect at any time to deliver cash, life insurance contracts as
provided in Section 8 of this Agreement and/or marketable securities reasonably
acceptable to the Trustee to be credited to the Benefit Account. Any such
delivery shall be accepted by the Trustee only if it is accompanied by a
designation of the Plan or Plans under the provisions of which such funds are to
be disbursed, the Responsible Employer whose obligations are being funded, and
if more than one Plan or the obligations of more than one Responsible Employer
are being funded, the amount being allocated in respect of each Plan and each
Responsible Employer. Such delivery shall be credited to the Equitable Share or
Equitable Shares of the Plan or Plans in respect of which funds are being
provided within the Benefit Account.


4.2           
On and after a Change of Control, the Company shall have the following
contribution obligations:


(a)
            Within
      thirty (30) days following a Change of Control, the Company shall deliver
      to the Trustee an amount, in cash or property, that, when added to amounts
      then held under the Trust allocated to the Equitable Shares of each of the
      Plans, is equal to the present value of benefits accrued under each Plan,
      respectively ("Accrued Benefits") as of the Change of Control Date,
      provided that the determination of the Accrued Benefits under this Section
      (a) shall take into account benefits accrued through the time immediately
      after the Change of Control.


(b)
            During
      the period beginning on the Change of Control and ending on the two (2)
      year anniversary of the Change of Control, the present value of Accrued
      Benefits will be calculated no less frequently than annually by the
      Company's vice president - human resources or his delegate or, if the
      calculation is not performed in a timely manner by the vice president –
      human resources or his delegate, the calculation shall be made by a person
      selected by the Trustee.  The calculation shall be made as of a
      date not earlier than forty five (45) days prior to the date such
      determination is finalized, and the person responsible for the calculation
      will deliver to the Trustee within fourteen (14) days after the
      calculation is finalized an amount, in cash or property, that, when added
      to the amounts then held by the Trust with respect to each of the Plans,
      is equal to the Accrued Benefits as of such determination date.


For
purposes of Sections (a) and (b) above:


(I)
            Benefits
      provided under the Burlington Northern Santa Fe Railway Company Severance
      Plan, the Burlington Northern Santa Fe Railway Company Employee Retention
      Program, and the change in control agreements between the Company and the
      individual employees of the Company party thereto shall be treated as
      Accrued Benefits only at such time as those benefits have been earned by
      the participant by reason of a termination of employment giving rise to
      severance benefits eligibility.


(II)
            The
      Accrued Benefits with respect to the BNSF Railway Company Incentive
      Compensation Plan for the year in which the Change of Control occurs shall
      be the amount determined by the Company prior to the Change of Control to
      be the aggregate amount that would be payable under such plan based on the
      performance through the period immediately prior to the Change of Control.
      Accrued Benefits with respect to the BNSF Railway Company Incentive
      Compensation Plan shall not include amounts earned with respect to
      performance periods ending in any calendar year following the calendar
      year in which the Change of Control occurs.


If, after
a Change of Control has occurred, the Trustee determines that the Company has
failed to satisfy its obligations under the provisions of Sections (a) or (b)
above, the Trustee will make a written demand on the Responsible Employer or
Responsible Employers to provide funds in an amount determined by the Trustee to
be sufficient to pay all Accrued Benefits payable (whether currently or on a
deferred basis) under such Plan or Plans. If, after a Change of Control, the
Trustee shall determine that Accrued Benefits under one or more Plans which are
not payable from assets of an Equitable Share under the Trust are not being paid
to Participants and beneficiaries in the proper amounts and in a timely manner,
the Trustee may in its discretion demand in writing that the Responsible
Employer or Responsible Employers deliver to the Trustee assets sufficient to
pay all Accrued Benefits payable (whether currently or on a deferred basis)
under such Plan or Plans. The Responsible Employer or Responsible Employers
shall transfer such funds or other assets acceptable to the Trustee, within 30
days from the time the written demand is mailed.


4.3   Notwithstanding
anything herein to the contrary, no amount or property of any kind shall be
transferred or delivered by the Company or any Responsible Employer to the
Trustee (and the Trustee shall have no right to demand, and shall not accept,
the same) to the extent that such transfer or delivery would result in a
property transfer taxable under Section 83 of the Code pursuant to Section
409A(b)(3) of the Code.  To the extent any transfer or delivery
cannot be made when otherwise due because of the foregoing sentence, such
transfer or delivery shall instead be made on the first date subsequent to the
original due date on which it may be made without it being treated
as a property transfer under Section 83 of the Code pursuant to
Section 409A(b)(3) of the Code.





ARTICLE 5:Payments from
the Trust.


5.1           
The Company shall, from time to time, furnish the Trustee with such written
information regarding the Participants and beneficiaries under the Plans
(including updated mailing addresses) and the amount and/or method of
determination of benefits under the Plans (hereinafter referred to as
"Participant Data") as the Company deems relevant or as the Trustee shall
request in writing. The Company shall, after a Change of Control, furnish the
Trustee with such Participant Data and other information as the Trustee may from
time to time request within thirty (30) days of such request. The Company will,
from time to time, but not less frequently than annually, update Participant
Data with respect to all Plans.


5.2           
Prior to a Change of Control, the Trustee, at the direction of the Company,
shall make payments to Participants and beneficiaries or to any disbursing agent
designated by the Company (including the Company itself) in such manner and in
such amounts as the Company shall direct, to the extent funds are available in
the Equitable Share (s) of the applicable Plan or Plans. After a Change of
Control and notwithstanding any other provisions of this Agreement, the Trustee
shall, without direction from the Company, to the extent funds are available in
the corresponding Equitable Share(s) of such Plan or Plans, make payments to any
disbursing agent previously retained by the Company for such purpose or, in the
Trustee's sole discretion, directly to Plan Participants and beneficiaries in
such manner and in such amounts as the Trustee shall determine they are entitled
to be paid under the Plans based on the most recent Participant Data furnished
to the Trustee by the Company and any supplemental information furnished to the
Trustee by a Participant or beneficiary upon which the Trustee may reasonably
rely in making such determination and based upon the terms of the Plans,
including any amendments thereto, as in effect on the date of such Change of
Control to the extent that copies of such Plans and amendments were received by
the Trustee prior to the date of such Change of Control.


5.3           
After a Change of Control, in the event the Internal Revenue Service issues a
notice of deficiency to any Participant and/or beneficiary of a Plan stating
that such Participant and/or beneficiary is required to include as income
benefits provided under a Plan by reason of the Plan’s failure to comply with
section 409A of the Code and applicable guidance issued thereunder (“Section
409A”), then such benefits will be distributed from the Trust, but only to the
extent of the lesser of the amount of the required inclusion or the amount, if
any, allocated to those benefits under the Benefits Account.  The
Trustee, upon presentation of a copy of such notice and written direction from
the Participant and/or beneficiary, shall distribute such amount to such
Participant and/or beneficiary.  The Trustee shall not be liable in
any way for any payment made pursuant to any such written direction, including,
without limitation, for any such inclusion of such amount in any Participant's
or beneficiary's taxable gross income.  Any benefit to which such
Participant and/or beneficiary subsequently becomes entitled shall be offset by
the actuarial equivalent of the amount previously distributed pursuant to the
preceding provisions of this Section 5.3.


5.4           
Payments to Participants and beneficiaries pursuant to Sections 5.2 and 5.3 of
this Article 5 shall be made by the Trustee to the extent that funds in the
relevant Equitable Share(s) are sufficient to allow such payments. In any month
in which the Trustee determines that the Equitable Share of one or more Plans in
the Benefit Account does not have sufficient funds to provide for the current
payment of all amounts otherwise payable to Participants and beneficiaries in
such month under a Plan or Plans, the amount otherwise currently payable by the
Trust to each such Participant or beneficiary under such Plan or Plans during
such month shall be reduced by a fraction, the numerator of which is the amount
of funds then available in the Equitable Share(s) of such Plan or Plans and the
denominator of which is the total of the benefits paid prior to such reduction
during such month to all Participants and beneficiaries under such Plan or
Plans. In the event that the Trustee shall at any time determine that all
liabilities to Participants and beneficiaries, whether present or deferred,
fixed or contingent, under any Plan or Plans have been satisfied in full, and at
such time there are assets remaining in the Equitable Share or Equitable Shares
allocated to such Plan or Plans, the Trustee shall allocate such remaining
assets among the Equitable Shares of any or all of the remaining Plans in such
manner as the Trustee deems appropriate, taking into account the liabilities
outstanding under each such other Plan and the funding level of each such other
Equitable Share. In any event, the Trustee shall have no duty to make any
benefit payment out of the assets of the Trust to any Participant or beneficiary
in excess of the aggregate benefits to which such Participant or beneficiary is
entitled under any Plan or Plans.





ARTICLE 6:Management of
Trust Assets.


6.1           
Prior to a Change of Control, the Trust assets shall be held, invested and
reinvested by the Trustee as designated by the written direction of the Company
or of any Investment Manager appointed by the Company to manage all or a portion
of the assets of the Trust, with respect to those assets as to which the Company
has notified the Trustee that such Investment Manager has been granted
investment authority. The Trustee shall not be under any duty, or have any
right, to question any such directions of the Company or any Investment Manager
or to review any securities or other property held pursuant to such direction,
or to make any suggestions to the Company or any Investment Manager in
connection therewith; and the Trustee shall as promptly as practicable comply
with any directions given by the Company hereunder or such Investment Manager.
In exercising the powers of the Company under this Section 6.1 of Article 6 the
Company shall act by its Corporate Treasurer or his written designees, each of
whom is fully authorized to exercise such powers. The Trustee may, and shall,
follow the written directions signed by said Corporate Treasurer or such
designees.


6.2           
In the absence of written direction of the Company, the Trustee shall invest the
assets as if a Change of Control had occurred as provided in Section 6.3 of this
Article 6 and Article 9.


6.3           
After a Change of Control, the Trustee shall have exclusive authority and
discretion to manage and control the Trust assets and may employ Investment
Managers including affiliates of the Trustee to manage the investment of the
Trust assets. Pursuant to such authority and discretion, the Trustee may
exercise, from time to time and at any time, the power:


(a)           
To invest and reinvest the assets of the Trust, without distinction between
principal and income, in shares of stock (whether common or preferred) or other
evidences of ownership; shares of any registered investment company or mutual
fund for which an Investment Manager or any affiliate of an Investment Manager
or the Trustee or any affiliate of the Trustee, provides, for compensation,
custodial, advisory, or other services; bonds; debentures; notes or other
evidences of indebtedness, unsecured or secured by mortgages on real or personal
property wherever situated (including any part interest in a bond and mortgage
or note and mortgage whether insured or uninsured) and other property, including
without limitation shares in any collective investment fund maintained by the
Trustee, or part interest in property, real or personal, foreign or domestic,
and in order to reduce the rate of interest rate fluctuations, contracts, as
either buyer or seller, for the future delivery of United States Treasury
securities and comparable Federal Government-backed securities and life
insurance contracts as provided by Section 8 of this agreement; provided,
however, that no portion of the assets of the Trust may be directly invested in
common or preferred stock, or evidences of indebtedness, of the Company or any
entity controlled, controlling, or under common control with the
Company;


(b)           
To sell, convey, redeem, exchange, grant options for the purchase or exchange
of, or otherwise dispose of, any real or personal property, at public or private
sale, for cash or upon credit, with or without security, without obligation on
the part of any person dealing with the Trustee to see to the application of the
proceeds of or to inquire into the validity, expediency or propriety of any such
disposition;


(c)           
To exercise, personally or by general or limited proxy, the right to vote any
shares of stock, bonds or other securities held in the Trust; to delegate
discretionary voting power to trustees of a voting trust for any period of time;
and to exercise, personally or by power of attorney, any other rights
appurtenant to any securities or other property of the Trust;


(d)  To join
in or oppose any reorganization, recapitalization, consolidation, merger or
liquidation, or any plan therefor, or any lease, mortgage or sale ofthe property, of any
organization the securities of which are held in the Trust; to pay from the
assets of the Trust any assessments, charges or compensation specified in any
plan of reorganization, recapitalization, consolidation, merger or liquidation;
to deposit any property with any committee or depositary; and to retain any
property allotted to the Trust in any reorganization, recapitalization,
consolidation, merger or liquidation;


(e)           
To exercise or sell any conversion or subscription or other rights appurtenant
to any stock, security or other property held in the Trust;


(f)           
To borrow from any lender (including the Trustee in its individual capacity)
money, in any amount and upon any reasonable terms and conditions, for purposes
of this Agreement, and to pledge or mortgage any property held in the Trust to
secure the repayment of any such loan;


(g)           
To compromise, settle or arbitrate any claim, debt, or obligation of or against
the Trust; to enforce or abstain from enforcing any right, claim, debt or
obligation (subject to the provisions of Section 9.3 of Article 9); and to
abandon any property determined by it to be worthless;


(h)           
To make loans of securities held in the Trust to registered brokers and dealers
upon such terns and conditions as are permitted by applicable law and
regulations, and in each instance to permit the securities so lent to be
registered in the name of the borrower or a nominee of the borrower, provided
that in each instance the loan is adequately secured and neither the borrower
nor any affiliate of the borrower has discretionary authority or control with
respect to the assets of the Trust involved in the transaction or renders
investment advice with respect to those assets;


(i)           
To invest and reinvest any property in the Trust in any other form or type of
investment not specifically mentioned in this section; and


(j)           
To open and maintain any bank account or accounts, in the name of the Trustee in
any bank or banks, including, if the Trustee is a bank, the Trustee's own
banking department.





ARTICLE
7:Administrative
Powers.


The Trustee shall have and in its sole
and absolute discretion may exercise from time to time and at any time the
following administrative powers and authority with respect to the
Trust:


7.1           
To hold property of the Trust in its own name or in the name of a nominee or
nominees, without disclosure of the trust, or in bearer form so that it will
pass by delivery, but no such holding shall relieve the Trustee of its
responsibility for the safe custody and disposition of the Trust in accordance
with the provisions of this Agreement; the Trustee's books and records shall at
all times show that such property is part of the Trust; and the Trustee shall be
absolutely liable for any loss occasioned by the acts of its nominee or nominees
with respect to securities registered in the name of the nominee or
nominees;


7.2  To
organize and incorporate under the laws of any state it may deem advisable one
or more corporations (and to acquire an interest in any such corporation that it
may have organized and incorporated) for the purpose of acquiring and holding
title to any property, interests or rights that the Trustee is authorized to
acquire under Article 6 hereof;


7.3           
To employ in the management of the Trust and to rely on advice given by suitable
agents, without liability for any loss occasioned by any such agents selected by
the Trustee with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent person acting in a like capacity and familiar
with such matters would use in the conduct of an enterprise of a like character
and with like aims;


7.4           
To make, execute and deliver, as Trustee, any deeds, conveyances, leases,
mortgages, contracts, waivers or other instruments in writing that the Trustee
may deem necessary


or
desirable in the exercise of its powers under this Agreement; and


7.5           
To do all other acts that the Trustee may deem necessary or proper to carry out
any of the powers set forth in this Agreement or otherwise in the best interests
of the Trust.


7.6           
Notwithstanding any powers granted to the Trustee pursuant to this Agreement or
applicable law, the Trustee shall not have any power that could give the Trust
the objective of carrying on a business and dividing the gains therefrom, within
the meaning of section 301.7701-2 of the Procedure and Administrative
Regulations promulgated pursuant to the Code.





ARTICLE
8:  Insurance and Annuity Contracts.


8.1           
The Trustee, upon written direction of the Company prior to a Change of Control,
shall pay from the Benefit Account such sums to such insurance company or
companies as the Company may direct for the purpose of procuring participating
or nonparticipating insurance and/or annuity contracts for the Plans
(hereinafter referred to as "Contracts"). The Company shall prepare or cause to
be prepared in such form as it shall prescribe, the application for any Contract
to be applied for. The Trustee shall receive and hold in the Trust, subject to
the provisions hereinafter set forth in this Article 8, all Contracts so
obtained.


8.2           
The Trustee shall be the complete and absolute owner of Contracts held in the
trust and, upon written direction of the Company prior to a Change of Control,
shall have power, without the consent of any other person, to exercise any and
all of the rights, options or privileges that belong to the absolute owner of
any Contract held in the Trust or that are granted by the terms of any such
Contract or by the terms of this Agreement. Prior to a Change of Control, the
Trustee shall have no discretion with respect to the exercise of any of the
foregoing powers or to take any other action permitted by any Contract held in
the Trust, but shall exercise such powers or take such action only upon the
written direction of the Company and the Trustee shall have no duty to exercise
any of such powers or to take any such action unless and until it shall have
received such direction. After a Change of Control, the Trustee shall exercise,
without directions from the Company, any and all of the rights, options or
privileges that belong to the absolute owner of any Contract held in the Trust
or that are granted by the terms of any such Contract or by the terms of this
Agreement. The Trustee, upon the written direction of the Company prior to a
Change of Control, shall deliver any Contract held in the Trust to such person
or persons as may be specified in the direction.


8.3           
The Trustee shall hold in the Trust the proceeds of any sale, assignment or
surrender of any Contract held in the Trust and any and all dividends and other
payments of any kind received in respect of any Contract held in the
Trust.


8.4           
Upon the written direction of the Company prior to a Change of Control, the
Trustee shall pay from the Benefit Account premiums, assessments, dues, charges
and interest, if any, upon any Contract held in the Trust. The Trustee shall
have no duty to make any such payment unless and until it shall have received
such direction. After a Change of Control, the Trustee shall pay from the
Benefit Account premiums, assessments, dues, charges and interest, if any, upon
any Contract held in the Trust, without direction from the Company.


8.5           
No insurance company that may issue any Contract or Contracts held in the Trust
shall be deemed to be a party to this Agreement for any purpose or to be
responsible in any way for the validity of this Agreement or to have any
liability under this Agreement other than as stated in each Contract that it may
issue. Any insurance company may deal with the Trustee as sole owner of any
Contract issued by it and held in the Trust, without inquiry as to the authority
of the Trustee to act and may accept and rely upon any written notice,
instruction, direction, certificate or other communication from the Trustee
believed by it to be genuine and to be signed by an officer of the Trustee and
shall incur no liability or responsibility for so doing. Any sums paid out by
any insurance company under any of the terms of a Contract issued by it and held
in the Trust either to the Trustee, or, in accordance with the direction of the
Trustee, to any other person or persons designated as payees in such Contract
shall be a full and complete discharge of the liability to pay such sums, and
the insurance company shall have no obligation to look to the disposition of any
sums so paid. No insurance company shall be required to look into the terms of
this Agreement, to question any action of the Trustee or to see that any action
of the Trustee is authorized by the terms of this Agreement.


8.6           
Anything contained herein to the contrary notwithstanding, neither the Company
nor the Trustee shall be liable for the refusal of any insurance company to
issue or change any Contract or Contracts or to take any other action requested
by the Trustee; nor for the form, genuineness, validity, sufficiency or effect
of any Contract or Contracts held in the Trust; nor for the act of any person or
persons that may render any such Contract or Contracts null and void; nor for
the failure of any insurance company to pay the proceeds and avails of any such
Contract or Contracts as and when the same shall become due and payable; nor for
any delay in payment resulting from any provision contained in any such Contract
or Contracts; nor for the fact that for any reason whatsoever (other than their
own negligence or willful misconduct) any Contract or Contracts shall lapse or
otherwise become uncollectible.





ARTICLE 9:Trustee's
Powers after Change of Control.


9.1           
After a Change of Control, the Trustee shall exercise for the sole benefit of
the Plan Participants and their beneficiaries any of the powers set forth in
Section 5.2 of Article 5, Section 6.3 of Article 6 and Sections 8.2 through 8.6
of Article 8 without direction from the Company including the power to negotiate
for and purchase Contracts the rates of return and maturity dates ofwhich may reasonably be
expected to yield assets of the Trust sufficient to discharge any or all ofthe obligations ofthe Company and its
Affiliates under the Plans.  After the occurrence ofa Change of Control,
the Trustee shall have the power to settle all Trust liabilities with respect to
any or all Plan Participants and beneficiaries with respect to any periodic
payment obligation by the purchase and distribution of an annuity contract of an
insurance company providing for such periodic payment.


9.2           
Within thirty (30) days after a Change of Control, the Company shall notify all
Participants and beneficiaries who are entitled to receive benefits under the
Plans in writing (1) with respect to each Plan for which benefits are payable
from assets of an Equitable Share under the Trust, that the Trustee shall
continue to pay such benefits from the assets of such Equitable Share after the
Change of Control and (2) with respect to any Plan for which benefits are not
payable from assets of an Equitable Share under the Trust, that the Trustee is
available to aid the Participants and beneficiaries entitled to benefits under
such Plan in pursuing any claims they may have against the Company or an
Affiliate under the terms of such Plan. The Company shall provide such notice by
using the same method as required by the Department of Labor pursuant to 29 C.F
..R. 5 2520.1 04b-l(b)( 1) as now in effect without regard to subsequent
amendments. If the Company fails to do so, to the extent that the Trustee has
actual knowledge of any such failure, the Trustee shall send such notice by
certified mail return receipt requested to all unnotified Participants and/or
the beneficiaries described above to their last address provided to the Trustee
by the Company prior to a Change of Control. Alternatively, the Trustee may, at
its option, provide such notification by placing an advertisement in one
newspaper of general circulation in each of the ten locations in which the
largest number of employees of the Company and its Affiliates are located as
communicated by the Company to the Trustee prior to a Change of
Control.


9.3           
(a) If, after a Change of Control, a Participant or beneficiary notifies the
Trustee that a Responsible Employer (or insurance company, contract
administrator or any other party acting on the Responsible Employer's behalf, if
applicable) has refused to pay a claim under any Plan the benefits under which
are not payable from assets of an Equitable Share under the Trust, then, unless
the Trustee shall determine that the claim has no basis in law and fact, the
Trustee:


(1)
            will
      promptly attempt to negotiate with the Responsible Employer to obtain
      payment, settlement, or other disposition of the claim, subject to the
      consent of the Participant or beneficiary.


(2)
            will,
      if negotiations fail within ninety (90) days to result in a payment,
      settlement or other disposition agreeable to the Participant or
      beneficiary (hereinafter referred to as the "Plaintiff"), upon the receipt
      of written authorization from the Participant or beneficiary in
      substantially the form attached as Exhibit A hereto, institute and
      maintain legal proceedings (hereinafter referred to as the "Litigation")
      against the Responsible Employer or other appropriate person or entity to
      recover on the claim on behalf of the Plaintiff; and (3) may, subject to
      the consent of the Plaintiff, settle or discontinue the Litigation.


If a
benefit subject to this Section 9.3, constitutes Deferred Compensation,nothing in this Section
9.3 shall relieve the Participant or beneficiary for satisfying the requirements
of Treas. Reg. §1.409A-3(g) (related to disputed payments and refusals to
pay).  “Deferred Compensation” means payments or benefits that would
be considered to be provided under a nonqualified deferred compensation plan as
that term is defined in Treas. Reg. §1.409A-1.


(b)  The
Trustee shall direct the course of the Litigation and shall keep the Plaintiff
informed of the progress of the Litigation as the Trustee deems appropriate, but
no less frequently than quarterly.  If, during the
Litigation,


(1)
            the
      Plaintiff directs in writing that the Litigation on behalf of the
      Plaintiff be settled or discontinued, the Trustee shall take all
      appropriate action to follow such direction, provided that the written
      direction specifies the terms and conditions of the settlement or
      discontinuance, and further provided that the Plaintiff, if requested by
      the Trustee, shall execute and deliver to the Trustee a document in a form
      acceptable to the Trustee releasing and holding harmless the Trustee from
      any liability resulting from the Trustee's following such direction;


(2)
            the
      Plaintiff refuses to consent to the settlement or other disposition of the
      Litigation on terms recommended in writing by the Trustee or does not
      agree with the Trustee's conduct of the litigation, the Trustee may
      proceed in its sole and absolute discretion, to take such action as it
      deems appropriate in the Litigation, including entering into settlement or
      discontinuance of the Litigation, provided that the Trustee shall first
      afford the Plaintiff at least fourteen (14) days' advance notice of any
      decision to settle or otherwise discontinue the Litigation; further
      provided, however, that the Trustee shall not be authorized to proceed in
      the Litigation on behalf of the Plaintiff after (i) the Plaintiff shall
      have revoked in writing the authorization of the Trustee to proceed on his
      behalf (in substantially the form attached as Exhibit B hereto) and shall
      have delivered such writing to the Trustee and (ii) the Plaintiff shall
      have appointed his own counsel, whose fees and expenses are to be paid by
      the Plaintiff and who shall appear in the Litigation on behalf of the
      Plaintiff in lieu of counsel retained by the Trustee. Thereafter, the
      Trustee shall have no obligation to proceed further on behalf of such
      Plaintiff or to pay from the Trustee Expense Account any costs or expenses
      incurred in the Litigation after the date of the delivery of such writing.


(c)           
The Trustee is empowered to utilize, at the expense of the Trust, and to charge
the Trustee Expense Account, counsel and other appropriate experts, including
nationally recognized pension or benefit consultants, actuaries and accountants
to aid the Trustee in making any determination under this Article 9 and in
determining whether to pursue or settle any Litigation, provided that, prior to
the occurrence of a Change of Control (and also excluding the period of any
Threatened Change of Control) such counsel or other experts shall be identified
in writing by the Company to the Trustee as and when the services of any such
counselor experts are to be utilized by the Trustee. The Trustee shall be fully
protected, without any independent duty of investigation, in reliance upon any
assumptions or actuarial or other determinations rendered by any pension or
benefit consulting or actuarial firm retained pursuant to this Section 9.3(c).
The Trustee shall have the discretion to determine the form and nature that any
Litigation against the Company, or other appropriate person or entity, shall
take, and the procedural rules and laws applicable to such Litigation shall
supersede any inconsistent provision in this Agreement.


9.4           
After a Change of Control, the Trustee shall bill the Company directly, on a
monthly basis, for all fees and expenses described in Section 10.2. The Trustee
may commence legal action against the Company to recover any amount not paid
within 30 days of the billing date, and shall be obligated to commence such an
action if the Company's failure to pay causes a reduction in the assets of the
Trustee Expense Account below two million dollars ($2,000,000).


9.5           
After a Change of Control, the Trustee shall be obligated to commence legal
action to compel a Responsible Employer to provide funds to pay benefits under
all Plans if the Trustee has issued a demand pursuant to Section 4.2 of Article
4 and the Responsible Employer has failed to transfer the demanded funds in a
timely fashion under Section 4.2 of Article 4. The Trustee’s responsibility to
commence legal action under this Section 9.5 is only required if the Expense
Fund has adequate assets in the sole and absolute opinion of the
Trustee.


9.6           
After a Change of Control, the Trustee shall appoint a nationally recognized
pension or benefit consulting or actuarial firm, which shall be identified in
writing by the Company to the Trustee prior to the occurrence of a Change of
Control (or, if earlier, a Threatened Change of Control related to such Change
of Control), to determine any assumptions and make any actuarial or other
determinations necessary or appropriate to any determinations required to be
made by the Trustee under this Agreement, including, without limitation, under
Sections 4.2, 5.2, 5.3, 5.4 and 9.3 hereof, and the Trustee shall be fully
protected in acting under this Agreement in reliance upon any such assumptions
or determinations rendered by such firm without any duty by the Trustee to make
any determination or investigation of its own with respect thereto. Moreover,
after a Change of Control, in making any determination under this Agreement, the
Trustee shall be fully protected in reliance upon Participant Data (as defined
in Section 5 hereof) furnished to the Trustee by the Company and any
supplemental information furnished to the Trustee by a Participant or
beneficiary, as provided under Section 5.2 hereof, and upon the terms of the
Plans, including any amendments thereto, as in effect on the date of such Change
of Control to the extent that copies of such Plans and amendments were received
by the Trustee prior to the date of such Change of Control. If no nationally
recognized pension or benefit consulting firm was designated by the Company
prior to the occurrence of a Change of Control (or, if earlier, a Threatened
Change of Control related to such Change of Control), the Trustee shall appoint
the firm or firms utilized by the Company immediately prior to the Threatened
Change of Control.


ARTICLE
10:  Taxes, Expenses and Compensation of Trustee.


10.1           
The Company shall pay any Federal, state, local or other taxes imposed or levied
with respect to the assets and/or income of the Trust or any part thereof under
existing or future laws, and the Company, in its discretion, or the Trustee, in
its discretion, may contest the validity or amount of any tax, assessment, claim
or demand respecting the Trust or any part thereof. The Trustee shall deduct any
taxes required to be withheld with respect to any payments made pursuant to the
Trust.


10.2           
The Trustee shall be reimbursed on a monthly basis, or on such other basis as
the Trustee deems reasonable, for the fees and expenses set forth in Schedule 2
attached hereto and its reasonable expenses, including but not limited to the
retention of legal counsel (including but not limited to legal counsel and other
professionals retained by the Trustee pursuant to this Agreement and to legal
counsel retained to represent the Trustee in any action brought by the Company
or any Participant against the Trustee), accountants and actuaries and such
other professionals as the Trustee determines are necessary or appropriate to
enable it to perform its services as Trustee. Retention of outside counsel or
other professionals by the Trustee prior to a Change of Control or Threatened
Change of Control shall be subject to the prior approval of the Company. Such
approval shall not be unreasonably withheld.


10.3           
Notwithstanding the foregoing provisions of this Article 10, to the extent that
the Company does not timely pay or reimburse any amounts payable or reimbursable
by the Company pursuant to this Article 10, such amounts shall be paid or
reimbursed from the Trustee Expense Account, and if the Trustee Expense Account
is insufficient, then from the Benefit Account.





ARTICLE
11:  General Duties of Trustee.


11.1           
Subject to Article 17 hereof, the Trustee shall discharge its duties under this
Agreement solely in the interest of the Participants in the Plans and their
beneficiaries and (1) for the exclusive purpose of providing benefits to such
Participants and their beneficiaries and defraying reasonable expenses of
administering the Trust; and (2) with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with likeaims.


11.2           
(a) The Trustee is not responsible for ascertaining whether a Threatened Change
of Control has occurred or whether a Threatened Change of Control Period exists.
The Company


will
notify the Trustee of the commencement and/or termination of a Threatened Change
of ControlPeriod.


(b)            The
Executive Vice Law or other chief legal officer of the Company shall have the
specific authority to determine whether a Threatened Change of Control or Change
of Control has transpired and shall be required to give the Trustee notice of a
Change of Control or a Threatened Change of Control. The Trustee shall be
entitled to rely upon such notice. If the Trustee receives notice of a
Threatened Change of Control or Change of Control from any other person, the
Trustee shall be responsible for ascertaining whether a Threatened Change of
Control or Change of Control has occurred. In so ascertaining, the Trustee shall
rely upon publicly available information and any other information available to
the Trustee.


11.3           
The Trustee may consult with counsel, who may be counsel for the
Company


prior to
a Change of Control or for the Trustee in its individual capacity, and shall not
be deemed


imprudent
by reason of its taking or refraining from taking any action in accordance with
the


opinion
of counsel.


11.4           
The Company may designate in writing, prior to the occurrence of a Change of
Control (or, if earlier, a Threatened Change of Control related to such Change
of Control), counsel to be retained by the Trustee after a Change of Control to
enforce the rights of Participants and beneficiaries to benefits under the
Plans. Ifthe
designated counsel declines to provide representation, or if the Trustee so
elects for any reason or no reason, the Trustee may dismiss the designated law
firm and engage another qualified law firm for this purpose; however, the law
firm so engaged may not be the same law firm which represents the Trustee with
respect to its responsibilities as Trustee under thisAgreement.  TheCompany may not dismiss
or engage such counsel or cause the Trustee to engage or dismiss such counsel
after a Change of Control.





ARTICLE
12:  Indemnification.


12.1           
The Company agrees to indemnify and hold the Trustee harmless from and against
any liability (including attorneys' fees and expenses) that the Trustee may
incur unless arising from the Trustee’s negligence, willful misconduct, or
breach of this Agreement.  The Trustee shall not be required to give
any bond or any other security for the faithful performance of its duties under
this Agreement, except as required by law.  The Trustee agrees to
indemnify and hold the Company harmless from and against any liability
(including attorneys’ fees and expenses) that the Company may incur arising from
the Trustee’s negligence, willful misconduct or breach of this
Agreement.


12.2           
Any amount payable to the Trustee under this Agreement and not previously paid
by the Company shall be paid by the Company promptly upon written demand
therefor by the Trustee or, if the Company fails to make payment within 15 days
after such written demand, from the Trustee Expense Account, and if the Trustee
Expense Account is insufficient then from the Benefit Account. In the event that
payment is made hereunder to the Trustee from the assets of the Trust, the
Trustee shall promptly notify the Company in writing of the amount of such
payment. The Company agrees that, upon receipt of such notice, it will deliver
to the Trustee to be held in the Trust an amount in cash (or in marketable
securities or in some combination thereof) equal to any payments made from the
Trust to the Trustee pursuant to this Article 12. The failure of the Company to
transfer any such amount shall not in any way impair the Trustee's right to
indemnification, reimbursement and payment pursuant to this Article 12. The
provisions of this Article 12 shall survive the termination of this Trust
Agreement.





ARTICLE 13:  No
Duty to Advance Funds.


Excluding
any liability arising under Section 12.1 of Article 12, nothing contained in
this Agreement shall require the Trustee to risk or expend its own funds in the
performance of the duties as the trustee hereunder.  In the acceptance
and performance of its duties hereunder, the Trustee acts solely as trustee and
not in its individual capacity, and all persons, other than the Company, having
any claim against the Trustee related to this Agreement or the actions or
agreements of the Trustee contemplated hereby shall look solely to the assets of
the Trust for the payment or satisfaction thereof except as required by law or
to the extent that the Trustee has engaged in willful misconduct or negligence,
or the Trustee has breached its obligations under this
Agreement.  Without limiting the foregoing, and subject to the
provisions of Section 12.1 of Article 12, the Trustee shall not be liable in its
individual capacity for the payment of the fees and expenses of counsel and
other professionals retained by the Trustee in accordance with this
Agreement.


ARTICLE
14:  Accounts.


14.1           
(a) The Trustee shall keep accurate and detailed accounts of all its receipts,
investments and disbursements under this Agreement on a calendar year basis.
Such person or persons as the Company shall designate shall be allowed to
inspect the books of account relating to the Trust upon request at any
reasonable time during the business hours of the Trustee.


(b)  Within 120 days after (1) the close of each calendar year, (2)
the date of the Trustee's resignation or removal as provided in Article 16
hereof or (3) the date of termination of the Trust as provided in Article 17
hereof, the Trustee shall transmit to the Company, and certify the accuracy of,
a written statement of the assets and liabilities of the Trust, showing the
current value of each asset at that date, and a written account of all the
Trustee's transactions relating to the Trust during the period from the last
previous accounting to the close of that year.


(c)  Unless
the Company shall have filed with the Trustee written exceptions or objections
to any such statement and account, within 120 days after receipt thereof, the
Company shall be deemed to have approved such statement and account; and in such
case or upon the written approval by the Company of any such statement and
account, the Trustee shall be forever released and discharged with respect to
all matters and things contained in such statement and account as though it had
been settled by decree of a court of competent jurisdiction in an action or
proceeding to which the Company and all persons having any beneficial interest
in the Trust were parties.


14.2           
The Trustee shall determine the fair market value of the Trust, the Benefit
Account, the Trustee Expense Account and, if so directed by the Company, each
Equitable Share as of each December 31, or more frequently (but not more often
than monthly) if it so desires. If there is a diminution in value of the Trustee
Expense Account below (1) five hundred thousand dollars ($500,000) prior to the
commencement or after the end of a Threatened Change of Control Period, or (2)
two million dollars ($2,000,000) during a Threatened Change of Control Period or
upon the occurrence of a Change of Control, but only if the Trustee has demanded
one million five hundred thousand dollars ($1,500,000) pursuant to Section 3.2
of Article 3 hereof, the Company shall provide the Trustee with sufficient funds
to make up for any such diminution in value within 15 days after written demand
by the Trustee for such payment. At any time other than a Threatened Change of
Control Period orafter a Change of
Control, if the Company fails to comply with the Trustee's written demand within
15 days to provide the Trustee with sufficient funds to make up for any
diminution in value below five hundred thousand dollars ($500,000) in the
Trustee Expense Account, the Trustee may resign as Trustee upon one hundred
twenty (120) days' written notice in accordance with Section 16.1 of Article 16
hereof.  In the event that the Trustee Expense Account falls below two
million dollars ($2,000,000) during a Threatened Change of Control Period or on
or after the occurrence of a Change of Control, and the Company fails to comply
with the Trustee's written demand to make up for any such diminution in value
below $2,000,000 within 15 days of receipt of such written demand, the Trustee
has the right to resign immediately as trustee under this Agreement, and
immediately upon such resignation shall have no further duties
hereunder.  The Trustee will have no duty to find or secure the
appointment of a successor trustee upon its resignation pursuant to this
Section, nor shall its resignation or the termination of any further duties be
contingent upon the appointment and qualification of a successor
trustee.


14.3           
Nothing contained in this Agreement or in the Plans shall deprive the Trustee of
the right to have a judicial settlement of its accounts. In any proceeding for a
judicial settlement of the Trustee's accounts or for instructions in connection
with the Trust, the only other necessary


party
thereto in addition to the Trustee shall be the Company.  If the
Trustee so elects, it may bring in as a party or parties defendant any other
person or persons. No person interested in the Trust, other than the Company,
shall have a right to compel an accounting, judicial or otherwise, by the
Trustee, and each such person shall be bound by all accountings by the Trustee
to the Company, as herein provided, as if the account had been settled by decree
of a court of competent jurisdiction in an action or proceeding to which such
person was a party.





ARTICLE
15:  Administration of the Plans; Communications.


15.1           
The Company shall administer the plans as provided therein and subject to
Section 5.2 of Article 5, Section 6.3 of Article 6, and of Article 9 hereof,
and, subject to any other delegation by the Company and express written
assumption by the Trustee of the duties of administering the Plans, the Trustee
shall not be responsible in any respect for administering the Plans. The Trustee
shall not be responsible for the adequacy of the Trust to meet and discharge all
payments and liabilities under the Plans. The Trustee shall be fully protected
in relying upon any written notice, instruction, direction or other
communication signed by an officer of the Company designated pursuant to this
Agreement. The Company, from time to time, shall furnish the Trustee with the
names and specimen signatures of the designated officers of the Company and
shall promptly notify the Trustee of the termination of office of any designated
officer of the Company and the appointment of a successor thereto. Until
notified to the contrary, the Trustee shall be fully protected in relying upon
the most recent list of the designated officers of the Company furnished to it
by the Company.


15.2           
Any action required by any provision of this Agreement to be taken by the Board
shall be evidenced by a resolution of such Board certified to the Trustee by the
Secretary or an Assistant Secretary of the Company under its corporate seal, and
the Trustee shall be fully protected in relying upon any resolution so certified
to it. Unless other evidence with respect thereto has been specifically
prescribed in this Agreement, any other action of the Company under any
provision of this Agreement, including any approval of or exceptions to the
Trustee's accounts, shall be evidenced by a certificate signed by an officer of
the Company, and the Trustee shall be fully protected in relying upon such
certificate. The Trustee may accept a certificate signed by an officer of the
Company as proof of any fact or matter that it deems necessary or desirable to
have established in the administration of the Trust (unless other evidence of
such fact or matter is expressly prescribed herein), and the Trustee shall be
fully protected in relying upon the statements in the certificate.


15.3           
The Trustee shall be entitled conclusively to rely upon any written notice,
instruction, direction, certificate or other communication believed by it to be
genuine and to be signed by the proper person orpersons.


15.4           
All notices to the Trustee hereunder shall be in writing and, until written
notice is given to the contrary, shall be sent to the Trustee at its office at
One West Fourth Street, NC6251, Winston-Salem, North Carolina 27150, Attention:
Executive Services, Telecopy (336) 747-8874; communications to the Company shall
be sent to it at its office at 2500 Lou Menk Drive, Fort Worth, Texas
76131-2828, Attention: Vice President-Human Resources and Medical, fax (817)
352-7326.




ARTlCLE
16:  Resignation or Removal of Trustee.


16.1           
The Trustee may resign at any time, other than during a Threatened Change of
Control Period or after a Change of Control, upon one hundred twenty (120) days'
written notice to the Company or such shorter period as is acceptable to the
Company (hereinafter referred to as


the
"Resignation Period") and immediately after the Resignation Period shall have no
further duties hereunder.  The Trustee will have no duty to find or
secure the appointment of a Successor Trustee upon its resignation pursuant to
this Section, nor shall the Trustee have any liability to any person in
connection with the appointment, or failure to secure the appointment, of any
such Successor Trustee, nor shall its resignation or its termination of any
further duties be contingent upon the appointment and qualification of a
Successor Trustee.  Promptly after receipt of such notice, the Company
shall appoint a Successor Trustee, such trustee to become trustee under this
Agreement upon its acceptance of this Trust.


16.2           
During a Threatened Change of Control Period or after a Change of Control, the
Trustee may resign only under one of the following circumstances:


(a)           
A final decision of a court of competent jurisdiction removing the Trustee by
reason of such court's determination of the existence of a conflict of interest
which prevents the Trustee from properly performing its duties hereunder. The
Trustee agrees to use its best efforts to avoid any such conflict. For the
purpose of this Agreement, the decision of a court shall not be deemed to be
final unless the decision is not appealable, or no appeal has been taken from
the decision and the time for an appeal has expired. Notwithstanding the
foregoing provisions of this subsection (a), such resignation shall not be
effective until the Trustee or the Company has obtained the agreement of a bank
to act as Successor Trustee which bank (1) is among the 100 largest banks in the
United States, as measured by deposits, and (2) has a rating of "B/C" or greater
based upon the most current rating from Keefe, Bruyett & Woods ("KB&W")
or its successor, or if KB&W or its successor should cease to publish
ratings, then a short-term debt rating from Moody's of "P-1," or greater, or
from Standard and Poor's of "A-1."  In any event the Trustee shall
continue to be custodian of the Trust until the new trustee is in place, and the
Trustee shall be entitled to expenses and fees through the later of the
effective date of its resignation as Trustee or the end of its custodianship of
the Trust assets.


(b)           
The Trustee has exhausted all of its legal remedies and has been unsuccessful in
such litigation to require the Company to remit to the Trustee such amounts as
are billed pursuant to Section 9.4 of Article 9 hereof and the assets of the
Trust have been exhausted. In such event, the Trustee shall have the right to
resign immediately as Trustee, and immediately upon such resignation shall have
no further duties hereunder. The Trustee will have no duty to find or secure the
appointment of a Successor Trustee upon its resignation pursuant to this Section
(b), nor shall its resignation or the termination of any further duties be
contingent upon the appointment and qualification of a Successor
Trustee.


(c)           
The Trustee has made a good faith determination that all liabilities to
Participants and beneficiaries under the Plans, whether present or deferred,
fixed or contingent, have been satisfied in full.


(d)           
Notwithstanding the foregoing provisions of this Section 16.2, in addition, the
Trustee may resign under the circumstances described in Sections 3.1 and 14.2
hereof. Immediately upon the resignation of the Trustee under the circumstances
described in either Section 3.1 or 14.2 hereof, the Company shall have the sole
right and power to select and appoint a Successor Trustee hereunder, and, if so
appointed, such Successor Trustee shall become trustee under this Agreement upon
its acceptance of this Trust. In the event of the Trustee's resignation in
accordance with the preceding sentence, the Trustee shall have no duty to find
or secure the appointment of a Successor Trustee, nor shall the Trustee have any
liability to any person in connection with the appointment, or failure to secure
the appointment of any such Successor Trustee, and following such resignation by
the Trustee, the Trustee shall have no further duties or obligations under this
Agreement, except that, prior to the earlier to occur of (i) the date that a
Successor Trustee appointed by the Company becomes trustee under this Agreement
and (ii) sixty (60) days following the date of such resignation by the Trustee,
the Trustee's sole duty with respect to this Agreement shall be to preserve the
principal of the assets held in the Benefit Account and the Trustee Expense
Account as of the date of such resignation by the Trustee until the Successor
Trustee is appointed.


16.3           
Prior to a Change of Control, and except during a Threatened Change of Control,
the Company may remove the Trustee upon 30 days written notice to the Trustee,
or upon shorter notice if acceptable to the Trustee. Such removal shall become
effective, however only upon the occurrence of all of the following
events:


(a)           
The appointment by the Company of a Successor Trustee; and


(b)           
The acceptance of the Trust by the Successor Trustee; and


(c)           
The delivery of the Trust assets to the Successor Trustee.


16.4           
If the Trustee resigns in accordance with Section 16.2, the Company will use
best efforts to appoint a Successor Trustee in accordance with Section 16.2. If,
following a resignation in accordance with Section 16.2 the Company is unable to
appoint a Trustee that satisfies the requirements of Section 16.2(a)(1) and (2),
the Company shall appoint a bank that does not satisfy the requirements of
Section 16.2(a)(1) and/or (2), or shall appoint itself, an Affiliate, or a
committee comprised of one or more officers of the Company and/or the Affiliates
as Trustee; provided that after the appointment of a Trustee that does not
satisfy the requirements of Section 16.2(a)(1) and (2) in accordance with this
sentence, the Company shall continue to use its best efforts to appoint a bank
that satisfies the requirements of Section 16.2(a)(1) and (2).


16.5           
Each Successor Trustee shall have the powers and duties conferred upon the
Trustee in this Agreement, and the term "Trustee" as used in this Agreement
shall be deemed to include any Successor Trustee. Upon designation or
appointment of a Successor Trustee, the Trustee shall transfer and deliver the
assets of the Trust to the Successor Trustee, reserving such reasonable sums as
the Trustee shall deem necessary to defray its expenses in settling its
accounts, to pay any of its compensation due and unpaid and to discharge any
obligation of the Trust for which the Trustee may be liable. If the sums so
reserved are not sufficient for these purposes, the Trustee shall be entitled to
recover the amount of any deficiency from either the Company or the Successor
Trustee, or both. When the Trust shall have been transferred and delivered to
the Successor Trustee and the accounts of the Trustee have been settled as
provided in Article 14 hereof, the Trustee shall be released and discharged from
all further accountability or liability for the Trust and shall not be
responsible in any way for the further disposition of the Trust or any part
thereof.


16.6           
Notwithstanding anything to the contrary, in the event it resigns or is removed,
the Trustee shall have a right to have its accounts settled as provided in
Article 14 hereof.





ARTICLE 17: Amendment of
Agreement; Termination of Trust; Termination with Respect to an Affiliate and
Transfer to Successor Trustee.


17.1           
The Company expressly reserves the right at any time to amend in writing or
terminate this Agreement and the Trust created thereby to any extent that it may
deem advisable; provided, however, that (1) subsequent to a Change of Control,
no such amendment or termination may result, directly or indirectly, in the
return of any assets of the Benefit Account to the Company prior to the
satisfaction of all liabilities under the Plans to Plan Participants and
beneficiaries, (2) no amendment may be made unless the Company, in its
reasonable judgment believes that such amendment would have no material adverse
effect on the amount of benefits payable under the Trust to Participants or
their beneficiaries or that such amendment is necessary


to avoid
a greater adverse impact on the Participants or their beneficiaries, and (3) no
amendment


or
termination may be made after the date on which a Change of Control occurs which
would (i) permit the Company to withdraw any assets from the Trustee Expense
Account, (ii) directly or indirectly reduce or restrict the Trustee's rights and
duties under this Agreement, or (iii) permit the Company to remove the Trustee
following the date on which a Change of Control occurs.  No amendment
shall be made without the Trustee's consent thereto in writing if, and to the
extent that the effect of such amendment is to increase the Trustee's
responsibilities hereunder, and/or reduce the Trustee's rights hereunder in any
way, including, without limitation, the Trustee's rights hereunder to require
the Company to deliver the amount of $2,000,000 upon the occurrence of a
Threatened Change of Control or a Change of Control, and/or affect in any way
the Trustee's right to resign under this Agreement.  Suchproposed amendment shall
be delivered to the Trustee as a written instrument of amendment, duly executed
and acknowledged by the Company.  The Company also shall deliver to
the Trustee a copy of any modifications or amendments to the
Plans.  Subject to Section 17.2 hereof, the Trustee's consent shall
not be required for the termination of the Trustee Expense Account or its
removal as Trustee.


17.2           
In the event the Company terminates the Trustee Expense Account, prior to the
occurrence of a Change of Control, the Trustee shall reserve such sums it deems
necessary to pay its fees and expenses, and shall distribute all remaining
assets of the Trustee Expense Account in accordance with the written directions
of the Company and the Trustee shall provide the Company with a final written
account in accordance with Article 14 hereof. The Company shall have no right to
terminate the Trustee Expense Account during a Threatened Change of Control
Period or upon or after the occurrence of a Change of Control.


17.3           
This Trust shall be terminated upon the final payment of all amounts payable to
all of the Participants and beneficiaries pursuant to the Plans, and the
payments of all amounts due to the Trustee and all costs and expenses chargeable
to the Trust. Upon termination of this Trust, the Trustee shall have a right to
have its account settled as provided in Article 14 hereof. Promptly upon
termination of this Trust, and after payment of all fees, expenses and
indemnities due to or incurred by the Trustee hereunder, any remaining portion
of the assets of the Trust shall be paid to the Company.


17.4           
In the event that, whether before or after a Change of Control, the Company
shall dispose of substantially all its interest in an Affiliate which is a
participating employer under one or more Plans, the Trustee shall, upon
instruction by the Company, transfer to a substantially similar irrevocable
grantor trust designated by such Affiliate or its successor a portion of the
assets of the Benefit Account equal to the portion, if any, of each Equitable
Share allocable to benefits payable in respect of the employees of such
Affiliate. In the case of any instruction received by the Trustee pursuant to
this Section 17.4 prior to a Change of Control, the Trustee may conclusively
rely on the Company's determination as to the portion of the assets of the
Benefit Account allocable to the benefits payable in respect of employees of
such Affiliate under the Plans. After the date on which a Change of Control
occurs, the Trustee shall not make any transfer pursuant to this Section 17.4
except pursuant to a determination by a nationally recognized pension or benefit
consulting or actuarial firm appointed by the Trustee as to the portion of the
Benefit Account allocable to benefits payable in respect of employees of the
former Affiliate, which determination the Trustee in its good faith judgment
determines to have been made on an independent good faith basis and on the basis
of all pertinent Participant Data furnished to the Trustee by the Company before
the occurrence of a Change of Control. Upon the making of any transfer in
accordance with this Section 17.4, the Trustee shall be released and discharged
from any and all obligations with respect to such transferred assets and with
respect to any benefits payable in respect of the employees of the former
Affiliate.


17.5           
The Trust shall be terminated upon resignation of the Trustee under subsection
(b) of Section 16.2 and final payment of all amounts payable under Section 16.1
and subsection (d) of Section 16.2.





ARTICLE
18:  Prohibition of Diversion.


18.1           
Except as provided in Sections 2.2, 3.1, 3.2, 17.1, and 18.2 at no time prior to
the satisfaction of all liabilities with respect to Participants and their
beneficiaries under this Trust shall any part of the corpus and/or income of the
Trust be used for, or diverted to, purposes other than for the exclusive benefit
of such Participants and their beneficiaries and, except as provided in Section
17.3, the assets of the Trust shall never inure to the benefit of the Company
and shall be held for the exclusive purposes of providing benefits to
Participants in the Plans and their beneficiaries and defraying reasonable
expenses of administering the Plans and of the Trustee and/or performing any of
the Trustee's duties under this Agreement.


18.2           
(a)           
Notwithstanding any provision of this Agreement to the contrary, the Trustee
shall cease payment of benefits to Participants and beneficiaries with respect
to any Responsible Employer that is "insolvent," as defined below. The assets of
the Trust shall at all times, as provided for in Section 2.2 and as set forth
below, be subject to claims of the general creditors of each Responsible
Employer under federal and state laws. For purposes of this Agreement, a
Responsible Employer shall be considered "insolvent" if such Responsible
Employer is subject to a pending proceeding as a debtor under the Bankruptcy
Code of the United States or bankruptcy laws of any state, or if such
Responsible Employer is unable to pay its debts as they become due.


(b)            Any time
the Trustee has actual knowledge, or has determined that a Responsible Employer
is insolvent, the Trustee shall deliver, to satisfy the claims of the insolvent
Responsible Employer's general creditors as a court of competent jurisdiction
may direct, that portion of any undistributed principal and income in the Trust
attributable to the insolvent Responsible Employer's contributions to the Trust.
The Board of Directors and the Chief Executive Officer of the Responsible
Employer shall have the duty, respectively, to inform the Trustee, in writing,
of the insolvency of such Responsible Employer.


(c)            Unless the
Trustee has actual knowledge of the insolvency of a Responsible Employer, or has
received notice of the insolvency of a Responsible Employer, as provided in
subsection (d) of this Section 18.2, the Trustee shall have no duty to inquire
whether any Responsible Employer is insolvent. The Trustee may in all events
rely on such evidence concerning the insolvency of a Responsible Employer as may
be furnished to the Trustee and that provides the Trustee with a reasonable
basis for making a determination concerning the solvency of the Responsible
Employer.


(d)            If a
Responsible Employer, or a person claiming to be a creditor of a Responsible
Employer, alleges in writing to the Trustee that a Responsible Employer has
become insolvent, the Trustee shall determine, within thirty (30) days after the
receipt of such notice, whether such Responsible Employer is insolvent and,
pending such determination, the Trustee shall, only with respect to those
benefit payments that are made under a Plan of the Responsible Employer alleged
to be insolvent, discontinue payments of amounts on behalf of Participants and
beneficiaries, and shall hold that portion of the assets of the Trust
attributable to the alleged insolvent Responsible Employer's contributions to
the Trust for the benefit of such Responsible Employer's general creditors. From
the date of discontinuance of such payments until the Trustee receives an order
from a court of competent jurisdiction directing the disposition of the held
assets in the Trust, the provisions of Article 10 governing the payment of Trust
expenses or taxes shall not be suspended.


(e)            The
Trustee shall resume the payments discontinued under subsection (d) that are
payable on behalf of Participants and beneficiaries in accordance with Section
5.2 and/or 5.3 of thisAgreement only after
the Trustee has determined that the Responsible Employer alleged to be insolvent
is not insolvent (or is no longer insolvent, if the Trustee initially determined
such entity was insolvent).  Upon resumption of such payments, the
first payment following such discontinuance shall include the aggregate amount
of all payments from the assets of the Trust which would have been made to the
Participant or beneficiary during the period of discontinuance, less the
aggregate amount of payments made to the Participant or beneficiary by the
Responsible Employer in lieu of payments from the Trust during any such period
of discontinuance.


(f)            Except as
otherwise specifically provided in this Agreement, to the extent that the
provision of payments or benefits to any Participant results in his being liable
for taxes, he shall not be entitled to any make-whole, gross-up, or other
indemnification with respect to such taxes from the Company, the Affiliates, or
the Trustee.





ARTICLE
19:  Prohibition of Assignment of Interest.


No
interest, right or claim in or to any part of the Trust or any payment therefrom
shall be


assignable,
transferable or subject to sale, mortgage, pledge, hypothecation, commutation,
anticipation, garnishment, attachment, execution or levy of any kind, and the
Trustee shall not recognize any attempt to assign, transfer, sell, mortgage,
pledge, hypothecate, commute or anticipate the same, except to the extent
required by law.





ARTICLE
20:  Miscellaneous.


20.1           
This Agreement shall be interpreted, construed and enforced, and the Trust
hereby created shall be administered, in accordance with the laws of the United
States and of the state of New York. Nothing in this Agreement shall be
construed to subject the Trust created hereunder to the Employee Retirement
Income Security Act of 1974, as amended.


20.2            The
Company shall, at any time and from time to time, upon the reasonable request of
the Trustee, execute and deliver such further instruments and do such further
acts as may be necessary or proper to effectuate the purpose of this
Agreement.


20.3           
The titles to Articles of this Agreement are placed herein for convenience of
reference only, and the Agreement is not to be construed by reference
thereto.


20.4           
This Agreement shall bind and inure to the benefit of the successors and assigns
of the Company and the Trustee, respectively and the Plans.


20.5           
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original but all of which together shall constitute but
one instrument, which may be sufficiently evidenced by any
counterpart.


20.6           
If any provision of this Agreement is determined to be invalid or unenforceable,
the remaining provisions shall not for that reason alone also be determined to
be invalid or unenforceable.


20.7           
Each Participant and his beneficiary is an intended beneficiary under this
Trust, and shall be entitled to enforce all terms and provisions hereof with the
same force and effect as if such person had been a party hereto, provided that,
no action taken by any Participant or beneficiary by virtue of this Section 20.7
shall in any way affect any rights or duties of the Trustee under this
Agreement.


20.8           
It is intended that neither the Plans nor this Trust shall result in
acceleration of income or the imposition of tax penalties by reason of Section
409A. This Trust shall be interpreted in a manner that is consistent with the
foregoing intent, and if any provision of this Trust is found to result in
acceleration of income or the imposition of tax penalties by reason of Section
409A, such provision shall be modified in a manner consistent with its purpose
to conform to the requirements of Section 409A or, if such modification is not
possible, such provisions shall be void.


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed


in their
respective names by their duly authorized officers under their corporate seals
as of the day and year first above written.




BURLINGTON
NORTHERN SANTA FE CORPORATION


By: __/s/
Linda Longo-Kazanova__________________





ATTEST:


/s/ Craig Smetko_____________________________


Asst Secretary











WACHOVIA BANK, NATIONAL ASSOCIATION





By: __/s/ Signature
illegible_____________________





ATTEST:





____/s/ Signature illegible___________________











Schedule
1


THE
PLANS


The
following Company plans and agreements (collectively referred to as the "Plans")
are subject to this Trust:


Burlington
Northern Santa Fe Supplemental Retirement Plan





Burlington
Northern Santa Fe Supplemental Investment and Retirement Plan





Burlington
Northern Santa Fe Corporation Deferred Compensation Plan for
Directors





Burlington
Northern Santa Fe Corporation Directors' Retirement Plan





Burlington
Northern Santa Fe Corporation Deferred Compensation Plan








The
following additional plans and agreements shall be subject to the Trust and
shall constitute Plans in the event of a Change of Control:





The
Burlington Northern and Santa Fe Railway Company Incentive Compensation
Plan





Burlington
Northern Santa Fe Corporation Senior Management Stock Deferral Plan





The
Burlington Northern and Santa Fe Railway Company Severance Plan





The
Burlington Northern and Santa Fe Railway Company Employee Retention
Program





The
Burlington Northern and Santa Fe Railway Company/UTU Voluntary separation
Program for the Former Eastern and Western Lines (Excluding Northern and
Southern Divisions)





The
Burlington Northern and Santa Fe Railway Company/UTU Voluntary Separation
Program





Burlington
Northern Santa Fe Change in Control Agreements (34 Individual
agreements)





BNI
Change in Control Agreements ( 7 Individual Agreements )





SFP
Change in Control Agreements ( 3 Individual Agreements )