BURLINGTON NORTHERN SANTA
FE


1999 STOCK INCENTIVE
PLAN





SPECIAL RETENTION


RESTRICTED
STOCK UNIT AWARD AGREEMENT








ThisAwardAgreement ("AwardAgreement") was made and entered into
this___day of________, _______(“Grant Date”) by and between Burlington
Northern Santa Fe Corporation, a Delaware Corporation, (hereinafter "BNSF")
and





[_____Fname
MI Lname_____]





an employee of BNSF or one of its
subsidiary companies (hereinafter "Employee").








WITNESSETH








BNSF has adopted the Burlington Northern
Santa Fe 1999 Stock Incentive Plan for Burlington Northern Santa Fe Corporation
and Related Companies (the "Plan").  The purpose of the Plan is to
attract and retain key executives possessing outstanding ability, motivate
executives to achieve the growth goals of BNSF by making a portion of their
total compensation dependent on the accomplishment of these goals and to further
the identity of the interests of the shareholders of BNSF and key executives of
BNSF and its subsidiaries by increasing the opportunities for these executives
to become shareholders.





WHEREAS, the Compensation and
Development Committee ("Committee") of theBNSFBoard of Directors wishes to
granttheEmployee an award of Restricted Stock
Units as defined in the Planfor the purpose of retention and
recognition;





WHEREAS, the Employee desires to perform
services for BNSF and to accept said grant in accordance with the terms and
provisions of the Plan andthis Award Agreement;





NOW THEREFORE, BNSF grants to the
Employee[_____]shares of Restricted Stock Units
(“Award”)with the
restrictions to lapse on [___________] as set forth below.





BNSF and Employee hereby agree that this
Award of Restricted Stock Units shall be subject to the following terms,
conditions and restrictions:





1.           
Restrictions
on Transfer.  Restricted Stock Units as
referenced in the Plan shall not be sold, pledged, assigned, transferred, or
encumbered during the period the Restricted Stock Units are subject to
restrictions set forth inthis Award Agreement, and the Employee shall not be treated
as a stockholder with respect to the Restricted Stock Units.





2.           
Stock
Power.  Restricted Stock Units
awarded hereunder shall be registered in the name of the Company on behalf of
the Employee and the Employee’s acceptance of this Award Agreement constitutes a
grant by the Employee of a power of attorney authorizing a Stock Power to be
endorsed in blank prior to the distribution with respect to the award or
the forfeiture of the award.





3.           
Dividends.  As of each dividend record
date for Stock occurring on or after the GrantDate of the Restricted Stock Units, and
prior to the date of distribution of shares of Stock with respect to the
Restricted Stock Units (or, if applicable, the date of forfeiture of the
Restricted Stock Units), the Employee shall receiveas wagesa cash payment equal to the amount of
the dividend that would be payable with respect to shares of Stock
equivalentinnumberto theRestricted Stock Unitsheldon the dividend record date.Such paymentshall bemade on the date of payment of the
applicable dividend.  Notwithstanding the
foregoing, however, in the event
that an extraordinary cash dividend is paid on Stock prior to the vesting date
of the Restricted Stock Units granted herein, a cash payment shall vest and be
paid to the Employee at the same time and in the same proportion as the
Restricted Stock Units vest.





4.           
Vesting.  Subject to paragraph 5, if
the Employee's Date of Termination does not occur prior to the vesting dateofthe time-based Restricted Stock Units,
then the Employee shall become vested in such Restricted Stock Unitsonthe vesting date.  As of the
vesting dateand subject to
the payment of taxes, the
Employee shall receive one share of Stock for each Restricted Stock Unit in
which the Employee is then vested, subject to the terms ofthis Award Agreement, provided, however, that the Company
shall be entitled to retain possession ofeachsuch share of Stock for such time as is
necessary for the Company to make the distribution ofeachshare of Stock to the
Employee.As of the vesting date of the shares of
Stock with respect to any Units, such Unitsshall no longer be
outstanding.





5.           
Termination
of Employment.  The Restricted Stock Units
are forfeitedupon the Employee's Date of Termination
(which, for purposes ofthis Award Agreement, shall be the earlier of the "Date of
Termination" as defined in the Plan or the date on which the Employee ceases to
be in salaried employment of the Company and Related Companies) for any reason
other thanin the event of termination by the Company for reasons other
than Cause in connection with and after a Change in Control, as addressed in
paragraph 7.





6.           
Taxes.The Employee agrees
that BNSF or the Related Companies may require payment by Employee of federal,
state, railroad retirement or local taxes upon the vesting of an
Award.  Employee may use cash or shares to satisfy tax liabilities
incurred, provided that if shares are used, shares from the vesting Award may be
used only to satisfy (i) applicable railroad retirement taxes, and (ii) state
income taxes and federal income taxes to the extent of the Supplemental Federal
Income Tax Withholding Rate as established by the Internal Revenue
Code.  Any additional taxes may be satisfied by use of attestation of
ownership of other shares of Stock, provided, however, that the total shall not
exceed the combined maximum marginal tax rates applicable under federal and
state tax laws.  In the absence of a response from the Employee, BNSF
will use shares of Stock to satisfy the tax liabilities incurred.





7.           
Change
in Control.In the event of termination by the
Company for reasons other than Cause in connection with and aftera Change in Control, shares of Stock shall be
releasedasdescribedinSection 12.6 ofthe Plan.Notwithstanding any
provision in any other Change in Control arrangement, program or contract, this
Award shall be solely subject to the terms and conditions of this Award
Agreement and the Plan.





8.           
IRC Section
409A.  Notwithstanding any other provisions of this Award
Agreement to the contrary, the
Company shall not make any such paymentsor deliver any such shares of Stockuntil such time as itmay reasonably
believethat such delivery
willnot result in acceleration of tax or
imposition of penalties under section 409A of the Internal Revenue
Code.





9.           
No Contract of
Employment.  Nothing inthis Award Agreementor in the Plan shall confer any right
to continued employment with BNSF or the Related Companies nor restrict BNSF or
the Related Companies from termination of the employment relationship of
Employee at any time.





10.           
Heirs
and Successors.This Award Agreementshall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company’s assets and business.  If any
rights exercisable by the Employee or benefits deliverable to the Employee under
thisAward Agreement have not been exercised
or delivered, respectively, at the time of the Employee’s death, such rights
shall be exercisable by the Designated Beneficiary, and such benefits shall be
delivered to the Designated Beneficiary, in accordance with the provisions of
thisAward Agreement.  The
“Designated Beneficiary” shall be the beneficiary or beneficiaries designated by
the Employee in a writing filed with the Company in such form and at such time
as the Company shall require.  If a deceased Employee fails to
designate a beneficiary, or if the Designated Beneficiary does not survive the
Employee, any rights that would have been exercisable by the Employee and any
benefits distributable to the Employee shall be exercised by or distributed to
the legal representative of the estate of the Employee.  If a deceased
Employee designates a beneficiary and the Designated Beneficiary survives the
Employee but dies before the Designated Beneficiary’s exercise of all rights
under this Award Agreement or before the complete distribution of benefits to
the Designated Beneficiary underthis Award Agreement, then any rights that would have been
exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the legal
representative of the estate of the Designated Beneficiary.





11.           
No
Violation of Law.  Notwithstanding any other
provision ofthis Award
Agreement, Employee agrees
that BNSF shall not be obligated to deliver any shares of Stock or make any cash
payment, if counsel to BNSF determines such exercise, delivery or payment would
violate any law or regulation of any governmental authority or agreement between
BNSF and any national securities exchange upon which the Stock is
listed.





12.           
Conflicts.  In the event of a conflict
between the terms ofthis
Award Agreementand the Plan
or a resolution of the Committee, the Plan or the resolution shall be the
controlling document.





13.           
Administration.  Any interpretation of
thisAward Agreement by the Committee or its
delegate and any decision made by the Committee or its delegate with respect to
thisAward Agreementshall befinal and binding on all
persons.





14.           
Amendment.  ThisAward Agreement may be amended in
accordance with the provisions of the Plan, and may otherwise be amended by
written agreement of the Employee and the Company without the consent of any
other person.





15.           
Terms.  Except as otherwise
provided in thisAward Agreement, and except where the
context clearly implies or indicates the contrary, a word, term, or phrase
defined in the Plan shall have the same meaning in thisAward Agreement.





Anything herein contained to the
contrary notwithstanding,this Award Agreementshall cease to be of any force or effect
unless executed by the Employee and delivered to the Secretary of BNSF
by_____________.





IN WITNESS WHEREOF, the parties hereto
have executedthis Award
Agreementas of the day and
year first above written.








BURLINGTON NORTHERN


SANTA FE CORPORATION