STOCK
OPTION AWARD AGREEMENT


DATED
____________________





The
Compensation and Development Committee of the Burlington Northern Santa Fe
Corporation (“BNSF” or the “Company”) Board of Directors has awarded you (the
“Employee”) a grant of Non-Qualified Stock Options (“NQSOs” or “Options”) as
follows:





Grant Date:


Total Number of NQSOs:


Option Price:


Vesting -- First Third


--
Second Third


--
Last Third


Expiration Date:





The
Options are granted under and governed by the terms and conditions of the BNSF
1999 Stock Incentive Plan (the “Plan”) and the terms and conditions set forth
herein below.





To accept
this Award Agreement, you must click on the acceptance box at the end of this
Agreement.  Anything herein contained to the contrary notwithstanding,
unless this Award Agreement is electronically accepted or executed by the
Employee and delivered to the Secretary of BNSF on or before _______________,
the award described herein may be withdrawn and cancelled by the
Company.





By your
acceptance of this Award Agreement:





(1)
      you agree to abide by the terms and conditions of the Plan and this Award
      Agreement; and





(2)
      you attest that you were a salaried employee of the Company or a Related
      Company on _________________, with respect to the award made herein





The following terms and conditions
shall apply to the award made by this Award Agreement.





1.
            Acceptance . The
Employee agrees to perform services for BNSF or its Related Companies and
accepts this grant along with the terms and provisions of the Plan and this
Agreement.





2.
            Right to Purchase .
BNSF grants the Employee a right and option to purchase, from time to time, the
number of shares of Stock ("Option Shares") specified in this Agreement,
providing the purchase(s) occurs during the exercise period, beginning on the
respective vesting dates specified herein and ending no later than ten years
after the date of grant, but in no event earlier than six (6) months from the
date of grant. This grant of NQSOs, is subject to the terms and conditions of
this Agreement and the Plan.





3.
            Restricted Period .
The Options granted hereby shall vest as set forth above. Fractional Options are
not exercisable.








4.
            Partial Exercise .
The grant of Options hereunder may be exercised in its entirety or in part and
at different times during the exercise period. However, the right to exercise an
Option ceases and the Option may not be exercised if it terminates or lapses at
an earlier date under the Plan or this Agreement.





5.           
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 exercise of
Options.  Employee may use cash or shares to satisfy tax liabilities
incurred, provided that if shares are used, shares from Options being exercised
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, 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 to satisfy the tax liabilities incurred.





6.
            Exercise Notice .
Same-day-sale, sell-to-cover, and cash exercises must be completed through
E*TRADE or such other party as the Company may designate (the
“Administrator”).  Swap exercises may be completed by written notice
to the Administrator which states the number of shares to be exercised and is
effective upon receipt by the Administrator.  Once the notice to
exercise is delivered to the Administrator, the election to exercise is
irrevocable.





7.
            Payment of Option Purchase
Price . An Employee electing to exercise an Option must pay the full
Option purchase price of the Option Shares on the date of exercise. Payment may
be made in cash or Stock of BNSF. If Stock is offered as payment, such shares
shall be valued at Fair Market Value on the date of exercise of the Option as
defined in the Plan.





8.
            Options Not
Transferable . Unless otherwise established by the Committee, an Option
may be exercised only by the Employee, and is not transferable by the Employee.
In the event of death, the Employee's beneficiary designation will apply. In the
absence of such designation or if for any reason such designation is defective,
the Employee's will or the laws of descent and distribution will apply.





9.
            Forfeiture . Subject
to paragraphs 10 and 11 below, all unexercised Options granted are forfeited by
the Employee and lapse upon termination of salaried employment. Options will be
forfeited by the Employee in the event of resignation, termination by the
Company for Cause, or for any other similar reason.





10.
            Death . In the event
of an Employee’s death, the Restricted Period, as defined in the Plan, shall
lapse on the Options awarded.  The Options which are or become
exercisable at the time of death may be exercised by the Employee's designated
beneficiary or, in the absence of such designation, by the person to whom
his/her rights shall pass by will or the laws of descent and distribution, until
the expiration date of the Options set forth herein or, if earlier, the date
which is five (5) years from the Date of Termination  of employment, and will
not be exercisable thereafter.





11.
            Termination for Other than
Cause; Exercise of Seniority . In the event an Employee terminates
employment because of Disability or Retirement under a Qualified Retirement Plan
or is terminated by the Company for any reason other than Cause, the Restricted
Period shall lapse on a pro rata portion ( i.e ., a fraction equal to
the number of whole months from the date of the grant to the date of termination
divided by the number of whole months from the date of the grant to the original
vesting date) of outstanding Options which are then subject to a Restricted
Period, subject to any limitations in the Plan The Options which are or become
exercisable because of the Employee's Disability or Retirement under a Qualified
Retirement Plan, or termination by the Company other than for cause, may be
exercised by the Employee until the expiration date of the Options set forth
herein or, if earlier, the date which is five (5) years from the Date of
Termination  of
employment, and will not be exercisable thereafter. If an Employee terminates
employment and his rights to exercise his Options under this Plan expire prior
to six months from the grant date, such Options shall be immediately forfeited
and cancelled. If an Employee exercises his seniority at any time after the
grant date of any Options, such Options, including vested Options, shall be
immediately forfeited and cancelled. Notwithstanding any provisions to the
contrary, no Options may be exercised after the expiration date of the Options
set forth herein.





12.           
Change
in Control.In the event of termination by the
Company for reasons other than cause in connection with and aftera Change in Control, Options will become
exercisableasdescribedinSection 12.6 ofthePlan or, if applicable, the
Employee's individual Change in Control letter agreement, the BNSF Railway
Company Employee Retention Program, or such other arrangement as may be approved
pursuant to the terms of the Plan.





13.           
No Contract of
Employment.  Nothing in this Agreement or 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.





14.           
Heirs
and Successors.  ThisAward Agreement shall 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 under this 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.





15.           
No
Violation of Law.  Notwithstanding any other
provision of this 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.





16.           
Conflicts.  In the event of a conflict
between the terms of this Agreement and the Plan or a resolution of the
Committee, the Plan or the resolution shall be the controlling
document.





17.           
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 Agreement are final and binding on
all persons.





18.           
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.





19.
            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.





IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first above
written.





BURLINGTON NORTHERN


SANTA FE CORPORATION