PERFORMANCE-BASEDRESTRICTED STOCK UNIT AWARD
AGREEMENT


DATED____________








First MI
Last








The
Compensation and Development Committee (the “Committee”) of the Burlington
Northern Santa Fe Corporation (the "Company") Board of Directors has awarded you
(the “Employee”) a grant of performance-based Restricted Stock Units (“PRSUs”)
as follows:





Grant Date:


Number of PRSUs:


Vesting Date:





Performance
      Criteria: As defined by the Compensation and Development Committee from
      time to time





The PRSUs
are Restricted Stock Units 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 below.  The purpose of the Plan is to attract
and retain keyemployeespossessing 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 keyemployeesof BNSF and its subsidiaries by
increasing the opportunities for theseemployeesto become
shareholders.





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the award described herein may be withdrawn and cancelled by the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.           
Restrictions
on Transfer.PRSUsas referenced in thePlan shall not be sold, pledged, assigned,
transferred, or encumbered during the period thePRSUsare subject to restrictions set forth in
the Award Agreement, and the Employee shall not be treated as a stockholder with
respect to thePRSUs.





3.           
StockPower.PRSUsawarded 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.





4.           
Dividends.  As of each dividend record
date for Stock occurring on or after the Grant date of thePRSUs, and prior to the date of distribution
of shares of Stock with respect to thePRSUs(or, if applicable, the date of
forfeiture of thePRSUs), the Employee shall
receiveas wagesa cash payment equal to the
amount of the dividend that would be payable with respect to shares of
Stockequivalent in number
to the PRSUsheldon the dividend record date.  Suchpaymentshall bemade on the date of payment of the
applicable dividend.  Notwithstanding the
foregoing, however, in the eventthat an extraordinary cash dividend is
paid on Stock prior to the vesting date of the PRSUs granted herein, a cash
payment shall vest and be paid to the Employee at the same time and in the same
proportion as the PRSUs vest.





5.           
Vesting.  Subject to paragraph6, if the Employee's Date of Termination
does not occur prior to thevesting date ofthePRSUs, then, to the extent that the
applicable performance criteria are achieved, the Employee shall become vested
in suchPRSUs on the vesting date.  As of
the vesting dateand subject
to the payment of taxes,
the Employee shall receive one share of Stock for eachPRSUin which the Employee is then vested,
subject to the terms of the 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 distribution ofeachshare of Stock to the
Employee.As of the vesting date of the shares of
Stock with respect to anyPRSUs, suchPRSUsshall no longer be
outstanding.





6.           
Termination
of Employment.  ThePRSUs are forfeitedupon the Employee's Date of Termination
(which, for purposes of the 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 than death, Disability, termination by the Company other than for
Cause, or Retirement.  In the event of an Employee's Date of
Termination due to death, all restrictions shall lapse andone share of Stock for each PRSUshall be issued to the
Employee's designated beneficiary or, in the absence of such designation, by the
person to whom the Employee's rights shall pass by will or the laws of descent
and distribution.In the event of an Employee's Date of
Termination due to Disability, termination by an Employer or Related Company
other than for Cause, or Retirement, then a pro rata portion of the PRSUs will
remain subject to the time and performance criteria established by the Committee
with respect to such period and the balance of the Award shall be
forfeited.For purposes
of the preceding sentence, the pro rata portionof the Award shall equal
the total number of PRSUs covered by this Award Agreement multiplied by a
fraction, the denominator of which is the total number of months of the period
between the Grant Date and the vesting date applicable to the Award, and the
numerator of which is the number of complete months which elapsed between the
Grant Date and the Date of Termination.  Notwithstanding anything to
the contrary set forth elsewhere in this Agreement, nothing is intended to
curtail any rights the Employee may have to any vesting of Stock as set forth in
the BNSF Railway Company Employee Retention Program, as amended, or in any
Severance Agreement or Change in Control Agreement which the Company may have in
effect with the Employee.  In the event that an Employee's Date of
Termination is for Cause, or the Employee resigns, all PRSUs that are not vested
on the Date of Termination shall be forfeited.  The PRSUs shall be
forfeited upon the exercise of seniority at any time after the Grant
Date.





7.           
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.





8.           
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 Planor, 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.





9.           
IRC Section
409A.  Notwithstanding any other provisions of this 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
deliverywillnot result in acceleration of tax or
imposition of penalties under section 409A of the Internal Revenue
Code.





10.         
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.





11.          Heirs and
Successors.  The
Award 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.





12.          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.





13.          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.





14.          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.





15.          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.




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