As
Amended and Restated December 11, 2008,


effective
January 1, 2009


BURLINGTON
NORTHERN INC.


DIRECTOR’S
CHARITABLE AWARD PROGRAM








1.           PURPOSE OF THE
PROGRAM.The Burlington Northern Inc. Charitable Award Program
(the “Program”) allows each eligible Director of Burlington Northern Inc. (the
“Company”) to recommend that the Company make a $1,000,000 corporate donation to
an eligible tax-exempt educational institution(s) (the “Donee(s)”) selected by
the Director, with the donation to be made, in the Director’s name, in five
equal consecutive annual installments of $200,000.  The purpose of the
Program is to acknowledge the service of the Company’s Directors, recognize the
interest of the Company and its Directors in supporting worthy educational
institutions, and enhance the Company’s Director benefit program so that the
Company is able to continue to attract and retain Directors of the highest
caliber.





2.           ELIGIBILITY.All
persons serving as Directors of the Company as of April 20, 1995, or after,
shall be eligible to participate in the Program upon the date of their third
anniversary of service as a Director of the Company.  Prior service on
the board of directors of a company that is merged with or acquired by the
Company or its subsidiary will be credited to a Director for purposes of meeting
the three year service eligibility period.  Eligibility shall at all
times be subject to forfeiture as provided in Section 6 of this
Program.





3.           RECOMMENDATION OF
DONATION.When a Director becomes eligible to participate in
the Program, he or she shall make a written recommendation to the Company, on a
form approved by the Company for this purpose, designating the Donee(s) which he
or she intends to be the recipients(s) of the Company donation to be made on his
or her behalf.  The number of Donees recommended by a Director shall
be limited to a maximum of five.  A Director may revise or revoke any
such recommendation prior to his or her death by signing a new recommendation
form and submitting it to the Company.





4.           AMOUNT AND TIMING OF
DONATION.Each eligible Director may recommend one educational
institution to receive a Company donation of $1,000,000, or up to five such
institutions to receive donations aggregating $1,000,000.  The
donation will be made by the Company in five equal consecutive annual
installments of $200,000, with the first installment to be made within sixty
(60) days after the Director’s death.  Each subsequent annual
installment shall be made on the anniversary date of the first
installment.  If a Director recommends more than one institution to
receive a donation, each will receive a prorated portion of each annual
installment.  Alternatively, each annual installment payment will be
divided among the recommended institutions in the same proportions as the total
donation amount has been allocated among the institutions by the
Director.  However, a Director may instruct the Company to allocate
the installment payments in a different manner.





5.           DONEES.In order to
be eligible to receive a donation, a recommended educational institution must
qualify as a tax-exempt organization under Internal Revenue Code Section
501(c)(3), and must be reviewed and approved by the Compensation and Nominating
Committee of the Board (the “Committee”).  A recommendation will be
approved only if the Committee, in its sole discretion, determines that the
goals and purposes of the institution are consistent with the business purposes
and charitable philosophy of the Company.





6.           FORFEITURE.No
donation will be made on a Director’s behalf after he or she terminates Board
service, unless such termination of service is as a result of death, disability,
retirement, or such other circumstances as deemed appropriate by the
Committee.  Provided, however, that with respect to a Director who is
or was a full-time employee of the Company and has resigned from the Board
coincident with retirement from full-time employment, a donation will be made if
such Director retires from or has already retired from the Company at the normal
retirement date determined under the retirement or pension plan of the Company
or under the terms of the Director’s employment agreement with the
Company.





7.           FUNDING AND PROGRAM
ASSETS.The Company will fund the Program in a manner it deems
appropriate in its sole discretion.  Neither the Directors nor their
recommended Donee(s) shall have any rights or interests in any contributions or
any other assets of the Company by virtue of this Program.  Nothing
contained in the Program shall create, or be deemed to create, a trust, actual
or constructive, for the benefit of a Director or any Donee recommended by a
Director to receive a donation, or shall give, or be deemed to give, any
Director or recommended Donee any interest in any assets of the Program or the
Company.





8.           AMENDMENT OR
TERMINATION.The Board of Directors of the Company may, at any
time and for any reason, amend, suspend, or terminate the Program, provided,
that any such change shall in no way diminish or impair a donation on behalf of
any Director who has become eligible to participate in the Program as of the
date of the change.  Neither a participating Director nor any
recommended institution acquires any legal right to any donation by virtue of
the recommendation.





9.           ADMINISTRATION.The
Program shall be administered by the Committee.  The Committee shall
have plenary authority in its discretion, but subject to the provisions of the
Program, to prescribe, amend, interpret, apply, and rescind rules, regulations,
and procedures relating to the Program.  In administering the Program,
the Committee may delegate any function, as it deems appropriate, to a committee
consisting of the Chairman of the Company, and the Company’s Executive Vice
President of Employee Relations or Vice President of Human
Resources.  The determinations of the Committee on the foregoing
matters shall be conclusive and binding on all interested parties.





10.           CHANGE IN
CONTROL.In the event of a “Change in Control,” unless prior
to the “Change in Control” the Board of Directors provides otherwise, (a) the
Program may not be amended or terminated with respect to a participating former
or then serving Director, and (b) the Company will immediately:  (i)
designate the recommended educational institutions as beneficiaries
in  connection with the Program; (ii) provide all necessary funds to
make the designated donations; and (iii) place the funds into a trust
administered by an independent trustee.  For purposes of the Program,
“Change in Control” will be defined as the term is defined in the Burlington
Northern Inc. Change In Control Agreement, as amended.  The merger of
the Company and Santa Fe Pacific Corporation which the stockholders of the
Company approved on February 7, 1995 (the “Merger”) does not qualify as a
“Change in Control” under the terms of this Program.  No event
relating to the Merger will constitute a “Change in Control” for the purpose of
this Program.





11.           GOVERNING LAW.The
Program shall be construed and enforced according to the laws of the state of
Texas, and all provisions thereof shall be administered according to the laws of
said state.





12.           EFFECTIVE DATE.The
effective date of the Program shall be April 20, 1995.