BURLINGTON
NORTHERN SANTA FE CORPORATION


SUPPLEMENTAL
INVESTMENT AND RETIREMENT PLAN


As Amended and Restated, effective as ofJanuary 1, 2005, as further amended
November 4, 2008





ARTICLE I
- GENERAL





Section
1.1  Establishment of Plan and
Purpose.  Burlington Northern Santa Fe Corporation, a Delaware
Corporation (hereinafter the "Company"), has established the Burlington Northern
Santa Fe Supplemental Investment and Retirement Plan (hereinafter the “Plan” or
the “Supplemental Plan”), effective January 1, 1997.The Plan is subject to the
following:





(a)  The
Plan is intended to replace the Burlington Northern Inc. Restoration Plan
and the Santa Fe Pacific Corporation Supplemental Retirement and Savings Plan,
and both plans were merged into this Plan,
provided, however, that any compensation deferred under the terms of a
predecessor plan shall be distributed pursuant to the terms of the deferral
election made under such plan.





(b)  The purpose of the Plan is to provide certain highly compensated
employees of the Company and certain of its Affiliated Companiesthat adopt the Plan the opportunity to defer the
receipt of compensation and to receive additional retirement
income.





(c)This Plan is not intended to qualify under section 401(a) of the Internal Revenue Code of
1986, as amended (hereinafter the "Code"), or be subject to Parts 2, 3, or 4 of
Title I of the Employee Retirement Income Security Act of 1974, as amended
(hereinafter "ERISA").





(d)  The Plan as set forth herein shall apply
to distributions under the Plan commencing on or after January 1, 2005 (the
“Effective Date” of the Plan as set forth herein), excluding payments made
before or made after the Effective Date that are part of a series of installment
or annuity payments that commenced prior to the Effective Date; provided that
paymentsthatcommenced prior to the Effective Date will be subject
to the applicable provisions of the Plan as in effect prior to the Effective
Date.





(e)It
is the intention that all amounts deferred under the Plan will be subject to the
provisions of section 409A of the Code and applicable guidance issued thereunder
(“Section 409A”), regardless of whether such amounts were deferred (within the
meaning of Section 409A) on, prior to, or after January 1, 2005; provided,
however, that amounts deferred as of December 31, 2004 with respect to
Participants for whom no amounts are deferred after December 31, 2004 are not
intended to be subject to the provisions of Section 409A and such amounts shall
continue to be subject to the terms and conditions of the Plan as in effect
prior to January 1, 2005.





Section
1.2  Affiliated
Companies.  The term "Affiliated Company" shall mean all persons with whom the Companyis considered to be a single employer under section 414
(b) of the Code and all persons with whom the Company would be considered a
single employer under section 414 (c) of the Code.  The Company
and each Affiliated Company which, with the consent of the Chief Executive
Officer or Board of Directors of the Company, adopts the Plan are referred to
herein collectively as the "Employing Companies" and individually as an
"Employing Company".





Section
1.3  Plan
Administration.  The authority to control and manage the
operation and administration of the Plan shall be vested in the Vice President –
Human Resources and Medical of the Company (hereinafter the
"Administrator").  Any interpretation of the Plan by the Administrator
or the Administrator’s delegate and any decision made by the Administrator or
the Administrator’s delegate on any other matter within the Administrator’s
discretion are final and binding on all persons.  The Administrator
shall have discretionary authority to administer, construe and interpret the
Plan, to decide all questions including but not limited to eligibility, payment
of any benefits hereunder, and to make all
other determinations deemed necessary or advisable for the administration of the
Plan, provided, however, that any person claiming entitlement to benefits in an
amount other than that received shall have the right after review and denial, in
whole or in part, of such claim by the Administrator to a review of such denial
by the Burlington Northern Santa Fe Employee Benefits Committee (hereinafter the
“Committee”).  Such review shall be initiated by the written request
therefore by such person filed with the Committee within 60 days after receipt
by the person of the denial by the Administrator.





The
Committee shall act with or without a meeting by the vote or concurrence of a
majority of its members; but no member of the Committee who is a Participant
shall take part in any Committee action or any matter that has particular
reference to his own interest hereunder.  The Administrator and the
Committee shall discharge their responsibilities hereunder in a uniform and
non-discriminatory manner as to all Participants.





The
Administrator and the Committee may from time to time delegate duties to members
of the Human Resources Department or other employees of the
Company.





Section
1.4  Non-Alienation.  Benefits
payable to any individual under the Plan may not be voluntarily or involuntarily
assigned, alienated, pledged or subject to attachment, anticipation,
garnishment, levy, execution or other legal or equitable process.





Section
1.5  Source
of Benefits.  The amount
of any benefitpayable under the Supplemental Plan will be paid in
cashfrom the general assets of the
Employers or from one or more trusts, the assets of which are subject to
the claims of the Employers' general creditors in
the event of bankruptcy or insolvency.  Such amounts payable shall be
reflected on the accounting records of the Employers but shall not be construed
to create, or require the creation of, a trust, custodial or escrow
account.  Nothing contained in this Supplemental Plan and no action
taken pursuant to its provisions, shall create a trust or fiduciary relationship
of any kind between an Employer and an employee or any other
person.  Neither an employee nor beneficiary of an employee shall
acquire any interest greater than that of an unsecured creditor,subject to
any preferences provided by federal bankruptcy laws.





Section
1.6  Plan
Not Contract of Employment.  The Plan does not constitute a
contract of employment, and nothing in the Plan will give any participant the
right to be retained in the employ of any Employing Company, nor any right or
claim to any benefit under the Plan, except to the extent specifically provided
under the terms of the Plan.





Section
1.7  Notices.  Subject to subsection 4.1, any notice or document
required to be given to or filed with an Employing Company, the Company, the
Administrator or the Committee shall be considered to be given or
filed:





(a)             on
the date delivered to the Administrator; or





(b)             three
days after the date sent by certified mail to the Administrator.





Section
1.8  Applicable
Law.  The Plan shall be construed and administered in
accordance with the internal laws of the State of Texas.





Section
1.9  Gender
and Number.  Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.





Section
1.10  Plan
Year. The Plan Year shall be the calendar year.








ARTICLE
II - PARTICIPATION





Section
2.1  Participation.  As of the Effective Date, the Employing Companies
which are authorized to participate in the Plan
are BNSF Railway Company, BNSF Logistics, LLC, Los Angeles Junction Railway
Company, Meteor Communications Corporation  and Western Fruit Express
Company, provided, however, that the Chief Executive Officer of the Company
shall have the authority to modify the authorization of an Employing Company to
participate in the Plan, including the authority to authorize the participation
in the Plan of additional Employing companies.  The class of
highly-compensated employees of each Employing Company who shall be eligible for
the benefits provided in Article IV below (hereinafter the "Eligible Employees") shall be limited to employees who
are members of a select group of management or highly compensated employees
within the meaning of Section 401(a)(1) of ERISA and shall consist of those
employees in Salary Bands 34 or higher and such employees who are designated to
be treated as Employees in Salary Bands 34 or higher for purposes of
compensation.  The Chief Executive Officer of the Company shall have
the authority to modify the description of the class of employees who shall be
eligible to participate in the Plan, including the authority to designate
additional employees who shall be eligible to participate in the Plan, provided
that participation in the Plan shall at all times be limited to employees
who are members of a select group of management or highly compensated employees
within the meaning of Section 401(a)(1) of ERISA.  Employees shall be
eligible to commence participation in the Plan 30 days after they become members
of the class of highly-compensated employees described in the preceding
sentence.  If the Company determines that participation by one or more
Participants shall cause the Plan as applied to any Employing Company to be
subject to Parts 2, 3, or 4 of Title I of ERISA, the entire interest of such
Participant or Participants under the Plan shall be immediately segregated from
the Plan, and such Participant or Participants shall cease to have any interest
under this Plan, but such amounts shall continue
to be subject to the terms identical to the terms of the Plan (including,
without limitation, the provisions of Article VI).





ARTICLE
III - VESTING





Section
3.1  Vesting.  A
Participant shall be fully vested in his deferral amounts and earnings at all
times and subject to investment gains and losses.  A Participant shall
be vested in Employer Matching Contributions in accordance with the vesting
schedule set forth in Article 6 of the Burlington Northern Santa Fe Investment
and Retirement Plan (the "Investment Plan").




ARTICLE
IV - DEFERRALS




Section 4.1Deferral
Elections.  An Eligible Employee
for any Plan Year may elect to defer Eligible Compensation, and thereby become a
Participant in the Plan, subject to the following:





(a)  The Employee Eligible may elect to defer Eligible
Compensation with respect to services performed in the calendar year by filing a
written Deferral Election Form with the Administrator not later than the last
day of the preceding calendar year; provided that (i) such election must be
irrevocable not later than the last day of such preceding calendar year; (ii)
the Committee may establish an earlier deadline for such elections; and (iii)
the Deferral Election form, and the filing thereof, shall be subject to such
other rules (not inconsistent with the foregoing) as may be established by the
Committee (including, without limitation, providing thatthe most recent
Deferral Election Form shall remain in effect for subsequent years unless such
election is revoked or a new election is made for the subsequent year). Subject to such rules as the Administrator may establish
(including, without limitation, rules relating to verification as to date and
time), a Deferral Election Form shall be deemed filed at the time it is received
by the Administrator.  Such election may be filed by personal
delivery,by mail, by prepaid overnight courier, by facsimile, by
telephone, by on-line internet or intranet access to the extent that such
methods are permitted by the Administrator, or by such other means as may be
permitted by the Administrator.  If a Participant has a taxable year
that is other than the calendar year, then, to the extent required by Section
409A, the term “calendar year” (when used in the Plan) shall instead mean the
Participant’s taxable year.





(b)Unless the Compensation and
Development Committee of the Board otherwise specifies, a Participant may elect
to defer (i) up to 25% of base salary that is not eligible Compensation under
the Investment Plan, and(ii) up to 25% of
any cash incentive payments that are not eligible Compensation under the
Investment Plan.  In addition to the
deferral permitted pursuant to the preceding sentence, a Participant may elect
to defer the amount that the Participant is prevented from contributing to the
Investment Plan by reason of the limitation on before-tax contributions
under section 402(g)(1) of the Code (determined
without regard to whether the Participant in fact contributed to the Investment
Plan the maximum amount permitted by Code section 402(g).  A Deferral
Election form must specify the percentage, if any, which the Participant chooses
to defer and authorize his Employing Company to make payroll deductions;
provided, however, that the percentage rate of deferral applicable to the
Participant’s Salary and applicable to the Participant’s Bonus, respectively,
for any year must be at the same rate as the percentage rate applicable to the
Participant’s deferral election under the Investment Plan applicable to the
Participant’s Salary and Bonus for that year (determined as of the first day of
that year), except that with respect to the either or both of the Participant’s
Salary and Bonus for the year, the Participant may elect that no deferral occur
under this Plan.





(c)  For the first calendar year in which an
individual becomes eligible to participate in any of the Plan and the Related
Plans, the individual may file an initial Deferral Election Form to participate
in this Plan, provided that such election must be made by filing a Deferral
Election Form to defer Eligible Compensation within 30 days after the date the
individual initially becomes eligible to participate in any of the Related
Plans, and may only apply with respect to Eligible Compensation paid with
respect to services to be performed after the election is
filed.  Where a Deferral Election is made under thisparagraph (c)with
respect to a bonus, the election may apply to no more than an amount equal to
the total amount of the bonus for the performance period multiplied by the ratio
of the number of days remaining in the performance period after the election
over the total number of days in the performance period.  The term
"Related Plan" shall mean any other account balance plan providing for the
deferral of compensation at the election of the Participant that is required to
be aggregated with this Plan pursuant to Treasury Regulation Section
1.409A-1(c)(2)(A).





(d)  An employee’s “Eligible Compensation” for
any calendar year shall be the sum of:





(i)           The employee’s “Salary” for the year, which is the
regular rate of pay specified for his position for the year, including only the
total of base salary, sales commissions and similar sales-based cash
compensation, and any other amounts specified by the Committee as Salary prior
to the beginning of such year.  For purposes of the preceding
sentence, base salary scheduled to be paid after the last day of that calendar
year solely for services performed during the final payroll period (as defined
in Code section 3401(b)) containing the last day of the calendar year is treated
as base salary for services performed in the subsequent calendar year in which
the payment is made.





(ii)           The employee’s “Bonus” for the year, which is the total
of his cash bonuses paid under the Incentive Compensation Plan prior to
termination of employment, annual cash performance bonuses paid prior to
termination of employment to employees who are assigned to positions which are
not eligible for the Incentive Compensation Plan, bonuses which are exchanged
for an Exchange Grant under the BNSF Incentive Bonus Stock Program or any
similar program maintained by an Affiliated Company and which are payable prior
to termination of employment, bonuses which are deferred under the BNSF Senior
Management Stock Deferral Plan and which are payable prior to termination of
employment, and contributions made under a salary reduction agreement to a
qualified cash or deferred arrangement or a cafeteria plan which meets the
requirements of Section 125 of the Code and any other amounts specified by the
Committee as Bonus prior to the beginning of such year.




“Compensation” shall not include severance benefits,
payments for earned but unused vacation, automobile allowances, imputed income
under any group term life insurance program, business or moving expense or other
reimbursements, fringe benefits or similar items, lump sum payments in lieu of
merit increases, payments while on a leave of absence other than for short-term
illness, relocation benefits and geographic differentials, the grant of stock
and any cash payments relating thereto, the grant or exercise of an option to
acquire stock, cash awards in lieu of stock options, and payments made under any
company Long-Term Disability Plan paid to a Participant by a Participating
Company.





Section
4.2  Employer Matching
Contribution.  Subject to such limitations as the Administrator
may from time to time impose, for each Plan Year, a Participant shall be credited with an "Employer
Matching Contribution" equal to the amount
determined pursuant to paragraph (a) below minus the amount determined pursuant
to paragraph (b) below:





(a)  The amount determined pursuant to this
paragraph (a) is equal to the sum of:





(i)  the Deferred Compensation Eligible for
Matching for the year multiplied by 50% or such lesser matching rate as may be
applicable for the year (if any) under the first paragraph of subsection 4.4 of
the Investment Plan with respect to the Participant; plus





(ii)  the Deferred Compensation Eligible for
Matching for the year multiplied by the matching rate (if any) applicable for
the year under the second paragraph of subsection 4.4 of the Investment Plan
with respect to the Participant.





(b)  The
amount determined pursuant to this paragraph (b) is the sum of the amounts that
would have been credited to the Participant’s Investment Plan Account under the
first paragraph and under the second paragraph of subsection 4.4 of the
Investment Plan for the year, with such amounts determined as though the
Participant had elected to make the maximum amount of Deferred Contributions
permitted under the Investment Plan for the year (determined without regard to
whether the Participant had in fact elected to make the maximum amount of
Deferred Contributions for the year).





A Participant’s “Deferred Compensation Eligible for
Matching” for any year is the amount deferred under this Plan for that year, up
to 6 percent of the Eligible Compensation (as defined in paragraph 4.1(d) of
this Plan).





ARTICLE V
- PLAN ACCOUNTING





Section
5.1  Accounts.  The
Administrator shall establish an Account for each Participant who elects to
participate in the Plan under subsection 6.4.  Each Account shall be adjusted in
accordance with this Article V in a uniform, non-discriminatory manner, as of
such periodic "Accounting Dates" as may be determined by the Administrator from
time to time (which Accounting Dates shall be not less frequent than
quarterly).  As of each Accounting Date, the balance of each Account
shall be adjusted as follows:





(a)  first,
charge to the Account balance the amount of any distributions under the Plan
with respect to that Account that have not previously been charged;





(b)  then,
credit to the Account balance the amount of the compensation to be deferred by
the Participant in accordance with the provisions of subsection 4.1 and the
amount of Employer Matching Contributions to be credited in accordance with
Section 4.2  that have not previously been credited;





(c)  then,
adjust the Account balance for the applicable assumed rate of earnings in
accordance with subsection 5.2.





Section
5.2  Adjustment of Accounts for
Earnings.  The amounts credited to a Participant's Account in
accordance with subsections 4.1 and 4.2 shall be adjusted as of each Accounting
Date to reflect the value of an investment equal to the Participant's Account
balance in one or more assumed investments that the Committee offers from time
to time, and which the Participant directs the Administrator to use for purposes
of adjusting his Account.  Such amount shall be determined without
regard to taxes that would be payable with respect to any such assumed
investment.  The Committee may eliminate any assumed investment
alternative at any time; provided, however, that the Committee may not
retroactively eliminate any assumed investment alternative.  To the
extent permitted by the Administrator, the Participant may elect to have
different portions of his Account balance for any period adjusted on the basis
of different assumed investments.  The Account of each Participant
shall be credited with the amount deferred by the Participant as of the date on
which the amount is communicated to the Plan recordkeeper which shall be as soon
as reasonably practicable after the date the compensation would otherwise have
been payable to the Participant, or, if such date is not an Accounting Date, as
of the first Accounting Date occurring thereafter.  Notwithstanding
the election by Participants of certain assumed investments and the adjustment
of their Accounts based on such investment decisions, the Plan does not require,
and no trust or other instrument maintained in connection with the Plan shall
require that any assets or amounts which are set aside in a trust or otherwise
for the purpose of paying Plan benefits shall actually be invested in the
investment alternatives selected by Participants.





Section
5.3  Participant
Statements.  At least quarterly, the Administrator shall cause
to be furnished to each Participant a statement indicating, on the basis of the
latest available information, the status of the Participants'
Accounts.





ARTICLE
VI - PAYMENT OF DEFERRED AMOUNTS





Section
6.1  Separation from
Service.  Subject to the provisions of subsections 1.5and
6.4, and such other rules as the Administrator may establish, upon a
Participant's death or separation from service, the Participant's entire Account
balance, including the Employer's Matching Contribution on amounts deferred
prior to the Participant's death or separation date, shall be paid to or on
account of the Participant as follows:





(a)  in
a single lump sum payment which shall be due on the 30th day
after his date of death;





(b)  in
a single lump sum payment which shall be
due July 31 of the year following the year
in whichseparationoccurs;
or





(c)  if
elected by the Participant (i) prior to November 30, 2008, or (ii) within 30 days after the date he
becomes eligible to participate in the Plan, in annual installments over a
period of five or fewer years, beginning on or about July 31 of the calendar
year following the date of his separation from service.





Section
6.2  Beneficiary
Designation.  Each Participant may, from time to time by
signing a form furnished by the Administrator, designate any legal or natural
person or persons (who may be designated contingently or successively) to whom
his benefits under the Plan are to be paid if he dies before he receives all of
his benefits.  A beneficiary designation form will be effective only
when the signed form is filed with the Administrator while the Participant is
alive.  A beneficiary designation may be revoked or amended only by
the completion of a new beneficiary designation form, provided, however, that if
a Participant’s spouse is named as such Participant’s beneficiary, and the
Participant and such spouse are subsequently divorced, then the designation of
the spouse made prior to the divorce shall be null and void. In order to
designate a former spouse as a beneficiary, a new beneficiary designation form
must be completed.If a deceased
Participant failed to designate a beneficiary as provided above, or if the
designated beneficiary of a deceased Participant died before him, his benefits
shall be paid in accordance with the following order of priority:  (i)
to his surviving spouse, if any; (ii) to his surviving children in equal shares;
or (iii) the estate of the last to die of the Participant or his designated
beneficiary.  The benefits under this Plan which are payable to a beneficiary shall be
paid in a lump sum.





Section
6.3  Withholding for Tax
Liability.  The Company may withhold or cause to be withheld
from any payment of benefits made pursuant to the Plan any taxes required to be
withheld with regard to such payment.




Section 6.4Specified
Employees.  If a Participant is a
"Specified Employee" at the time of his separation from service, payment of the
Participant’s Supplemental Plan benefits shall be made to him on the later of
the date otherwise scheduled for such payment or the first day of the seventh
month following such separation from service; provided that if payment of such
benefit is delayed by reason of this subsection 4.1, amounts otherwise due to
the Participant prior to the payment date shall be accumulated and paid to him,
without interest, on the first day of the seventh month.“Specified Employee” shall be defined in accordance with
Treasury Regulation Section 1.409A-1(i) and such rules as may be established by
the Chief Executive Officer of the Company or his delegate from time to
time.




Section 6.5Accelerated
Distribution.  If the Plan fails
to meet the requirements of Section 409A with respect to any Participant, the
Participant will receivea distribution
equal to the amount required to be included in income as a result of the
failure.




Section 6.6Termination of
Employment.  A Participant’s
“Termination of Employment” (including references to a Participant’s employment
termination and terminating employment, as well as references to a Participant’s
separation, separation date, and separation from service) shall mean the
Participant ceasing to be employed by the Company and the Affiliated Companies,
subject to the following:





(a)  The employment relationship will be
deemed to have ended at the time the employee and his employer reasonably
anticipate that a level of bona fide services the employee would perform for the
Company and the Affiliated Companies after such date (whether as an employee or
independent contractor, but not as a director) would permanently decrease to no
more than 20% of the average level of bona fide services performed over the
immediately preceding 36 month period (or the full period of service to the
Company and the Affiliated Companies if the employee has performed services for
the Company and the Affiliated Companies for less than 36 months).  In
the absence of an expectation that the employee will perform at the
above-described level, the date of termination of employment will not be delayed
solely by reason of the employee continuing to be on the Company's and the
Affiliated Companies' payroll after such date.





(b)  The employment relationship will be
treated as continuing intact while the employee is on a bona fide leave of
absence (determined in accordance with Treasury Regulation Section
1.409A-1(h)).




Section 6.7Section 409A.  The Committee may modify the time at which
any payment under the Plan will be settled, paid-out, vested or transferred if
it determines that such modification may be necessary to avoid acceleration of
tax or imposition of penalties under Section 409A.  Regardless of
whether the Committee modifies or fails to modify the time at which any such
Award is settled, paid-out, vested or transferred, the Participant shall be
solely liable for any taxes, including without limitation taxes that may be
imposed under Section 409A, penalties and interest incurred by reason of such
transfer.





ARTICLE
VII - CHANGE IN CONTROL





Section
7.1  Change
in Control.  In the event of a change in control as defined in
The Burlington Northern Santa Fe 1999 Stock
Incentive Plan, all Accounts shall be fully vested.





Section 7.2.Trust.  The Company shall be obligated to
transmit funds equal to the outstanding liabilities under this Plan to the Burlington Northern Santa Fe Corporation Amended and
Restated Benefits Protection Trust or a successor to such trust (such trust,
together with any such successor, referred to as the “Trust”) to the extent
required by the provisions of such Trust.





ARTICLE
VIII - AMENDMENT OR TERMINATION





Section
8.1  Amendment or
Termination.  This Plan may be amended at any time and from
time to time by the Chief Executive Officer of the Company or resolution of the
Board of Directors of the Company; provided, however, the Chief Executive Officer of the
Company may not amend the Plan in any manner which would make benefit or other
changes materially increasing an Employing Company’s liabilities under the Plan,
make amendments required by law to be approved by the Board of Directors or a
committee thereof, make amendments which change the design of the Plan with
respect to the allocation of responsibilities, or make changes affecting the
Company’s indemnification obligations.  The Board of Directors of the
Company may terminate the Plan at any time without the consent of the
participants or beneficiaries.  No amendment or termination shall
divest any Participant or beneficiary of the credits to his Account, or any
rights to which he would have been entitled if the Plan had been terminated
immediately prior to the effective date of such amendment or
termination.  Any Employing Company may terminate its participation in
the Plan with respect to compensation or with
respect to services performed in calendar years after the year in which such
termination is adopted.  Upon termination of the Plan as to any
Employing Company, the Company may, in its discretion applied in a uniform
manner, provide that amounts attributable to that Employing Company shall be
distributed in accordance with the provisions of 6.1; and upon termination of the Plan as to all
Employing Companies, the Company may, in its sole discretion applied in a
uniform manner to all Participants, cause a lump sum payment of all benefits for
all Participants to be made as soon as reasonably practicable on the date
established for payment under subsection 6.1(b).Notwithstanding the foregoing, in no event
shall any such termination or distribution be made to the extent that it would
not satisfy the provisions of Treasury Regulation Section 1.409A-3 (or other
applicable provisions of Section 409A).