Amended
and Restated February 13, 2008
 
 BURLINGTON
NORTHERN SANTA FE
 1999
STOCK INCENTIVE PLAN
 
 
 SECTION
1
 
 STATEMENT
OF PURPOSE
 
 1.1.           The
BURLINGTON NORTHERN SANTA FE 1999 STOCK INCENTIVE PLAN (the "Plan") has been
established by BURLINGTON NORTHERN SANTA FE CORPORATION (the "Company")
to:
 
 (a)
              attract
      and retain executive, managerial and other salaried
    employees;
 
 (b)
              motivate
      participating employees, by means of appropriate incentives, to achieve
      long-range goals;
 
 (c)
              provide
      incentive compensation opportunities that are competitive with those of
      other major corporations; and
 
 (d)
              further
      identify a Participant's interests with those of the Company's other
      stockholders through compensation that is based on Stock (as defined
      below);
 
 and
thereby promote long-term financial interest of the Company and the Related
Companies, including the growth in value of the Company's equity and enhancement
of long-term stockholder return.
 
 SECTION
2
 
 DEFINITIONS
 
 2.1.           Unless
the context indicates otherwise, the following terms shall have the meanings set
forth below:
 
 (a)
              Affiliates.The
      term"Affiliates"
      shall mean all persons with whom the Company is 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.
  (b)
              Award.  The
      term "Award" shall mean any award or benefit granted to any Participant
      under the Plan, including, without limitation, the grant of Options,
      Restricted Stock, Restricted Stock Units, Performance Stock, Achievement
      Award Stock, or Stock acquired through purchase under Section
      10.
 
 (c)
              Board.  The
      term "Board" shall mean the Board of Directors of the
    Company.
 
 (d)
              Cause.The
      term "Cause" shall mean (a) the willful and continued failure by the
      Participant to substantially perform his or her duties with the Company
      (other than any such failure resulting from his or her incapacity due to
      physical or mental illness), or (b) the willful engaging by the
      Participant in conduct which is demonstrably and materially injurious to
      the Company, monetarily or otherwise. For purposes of this definition, no
      act, or failure to act, shall be deemed "willful" unless done, or omitted
      to be done, by the Participant not in good faith and without reasonable
      belief that his or her action or omission was in the best interest of the
      Company.
 
 (e)
              Change in
      Control.  A "Change in Control" shall be deemed to have
      occurred if:
 
 (1)
              any
      "person" as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
      than the Company, any trustee or other fiduciary holding securities under
      an employee benefit plan of the Company, or any company owned, directly or
      indirectly, by the stockholders of the Company in substantially the same
      proportions as their ownership of stock of the Company), is or becomes the
      "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Company representing 25% or
      more of the combined voting power of the Company's then outstanding
      securities;
 
 (2)
              during
      any period of two consecutive years (not including any period prior to the
      effective date of this provision), individuals who at the beginning of
      such period constitute the Board, and any new director (other than a
      director designated by a person who has entered into an agreement with the
      Company to effect a transaction described in clause (1), (3) or (4) of
      this definition) whose election by the Board or nomination for election by
      the Company's stockholders was approved by a vote of at least two-thirds
      (2⁄3) of
      the directors then still in office who either were directors at the
      beginning of the period or whose election or nomination for election was
      previously so approved, cease for any reason to constitute at least a
      majority thereof;
 
 (3)
              the
      stockholders of the Company approve a merger or consolidation of the
      Company with any other company other than (i) a merger or consolidation
      which would result in the voting securities of the Company outstanding
      immediately prior thereto continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) more than 80% of the combined voting power of the voting
      securities of the Company (or such surviving entity) outstanding
      immediately after such merger or consolidation, or (ii) a merger or
      consolidation effected to implement a recapitalization of the Company (or
      similar transaction) in which no "person" (as hereinabove defined)
      acquires more than 25% of the combined voting power of the Company's then
      outstanding securities; or
 
 (4)
              the
      stockholders of the Company adopt a plan of complete liquidation of the
      Company or approve an agreement for the sale or disposition by the Company
      of all or substantially all of the Company's assets. For purposes of this
      clause (4), the term "the sale or disposition by the Company of all or
      substantially all of the Company's assets" shall mean a sale or other
      disposition transaction or series of related transactions involving assets
      of the company or of any direct or indirect subsidiary of the Company
      (including the stock of any direct or indirect subsidiary of the Company)
      in which the value of the assets or stock being sold or otherwise disposed
      of (as measured by the purchase price being paid therefor or by another
      objective method in a case where there is no readily ascertainable
      purchase price) constitutes more than two-thirds of the fair market value
      of the Company (as hereinafter defined). For purposes of the preceding
      sentence, the "fair market value of the Company" shall be the aggregate
      market value of the outstanding shares of Stock (on a fully diluted basis)
      plus the aggregate market value of the Company's other outstanding equity
      securities (excluding Employee stock options). The aggregate market value
      of the shares of Stock (on a fully diluted basis) outstanding on the date
      of the execution and delivery of a definitive agreement with respect to
      the transaction or series of related transactions (the "Transaction Date")
      shall be determined by the average closing price of the shares of Stock
      for the ten trading days immediately preceding the Transaction Date. The
      aggregate market value of any other equity securities of the Company shall
      be determined in a manner similar to that prescribed in the immediately
      preceding sentence for determining the aggregate market value of the
      shares of Stock.
 
 (f)
              Code.The
      term "Code" means the Internal Revenue Code of 1986 and the regulations
      thereunder, as each may be amended from time to time. A reference to any
      provision of the Code shall include reference to any successor provision
      of the Code.
 
 (g)
              Date of Termination.The term "Date of Termination" shall mean your ceasing to be
      employed by the Company and the Affiliates; provided that the employment
      relationship will be deemed to have ended at the time you and your
      employer reasonably anticipate that the level of bona fide services you
      would perform for the Company and the Affiliates 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 Affiliates if you have
      performed services for the Company and the Affiliates for less than 36
      months).  In the absence of an expectation that you will perform
      at the above-described level, the Date of Termination of employment will
      not be delayed solely by reason of your continuing to be on the Company's
      and the Affiliates' payroll after such
date.
 
 (h)
              Deferred
      Compensation.  The term "Deferred Compensation" means any
      payments or benefits that would be considered to be provided under a
      "nonqualified deferred compensation plan" as that term is defined in
      Treas. Reg. § 1.409A-1.
 
 (i)
              Disability.Except
      as otherwise provided by the Committee, a Participant shall be considered
      to have a "Disability" during the period in which he or she is unable, by
      reason of a medically determinable physical or mental impairment, to
      engage in any substantial gainful activity, which condition, in the
      discretion of the Committee, is expected to have a duration of not less
      than 120 days.
 
 (j)
              Employee.The
      term "Employee" shall mean a person with an employment relationship with
      the Company or a Related Company.
 
 (k)
              Employer.The
      Company and each Related Company which, with the consent of the Company,
      participates in the Plan for the benefit of its eligible Employees are
      referred to collectively as the "Employers" and individually as an
      "Employer."
 
 (l)
              Fair Market
      Value.The "Fair Market Value" of the Stock shall be the
      closing price of a share of Common Stock on the New York Stock Exchange
      Composite Transaction Report on the valuation date; provided, that if
      there were no sales on the valuation date but there were sales on dates
      within a reasonable period before the valuation date, the Fair Market
      Value is the closing price on the nearest date before the valuation
      date.  In any event the determination of "Fair Market Value"
      shall be consistent with the requirements of Treas. Reg. §
      1.409A-1(b)(5)(iv)(A).
 
 (m)
              Immediate
      Family.With respect to a particular Participant, the
      term "Immediate Family" shall mean the Participant's spouse, children,
      stepchildren, adoptive relationships, sisters, brothers and
      grandchildren.
 
 (n)
              Independent
      Director.  The term "Independent Director" shall mean a
      member of the Board who is not an Employee and who, at the time of acting,
      qualifies as a "Non-Employee Director" under Rule 16b-3 of the Exchange
      Act and an "outside director" under section 162(m) of the
      Code.
 
 (o)
              Option.The
      term "Option" shall mean any Incentive Stock Option or Non-Qualified Stock
      Option granted under the Plan.
 
 (p)
              Participant.The
      term "Participant" means an Employee who has been granted an Award under
      the Plan.
 
 (q)
              Performance-Based
      Compensation.  The term "Performance-Based Compensation"
      shall have the meaning ascribed to it in section 162(m)(4)(C) of the
      Code.
 
 (r)
              Performance
      Period.  The term "Performance Period" shall mean the
      period over which applicable performance is to be measured, provided that
      such period shall not be less than one
year.
 
 (s)
              Qualified Retirement
      Plan.  The term "Qualified Retirement Plan" means any
      plan of the Company or a Related Company that is intended to be qualified
      under section 401(a) of the Code.
 
 (t)
              Related
      Company.The term "Related Company" means any company
      during any period in which it is a "subsidiary corporation" (as that term
      is defined in Code section 424(f)) with respect to the
      Company.
 
 (u)
              Restricted
      Period.The term "Restricted Period" shall mean the
      period of time for which Restricted Stock is subject to forfeiture
      pursuant to the Plan or during which Options are not
      exercisable.
 
 (v)
              Retirement.  "Retirement"
      of a Participant shall mean the occurrence of a Participant's Date of
      Termination under circumstances that constitute a retirement with
      immediate eligibility for benefits under Article 6 or Article 7 of the
      Burlington Northern Santa Fe Retirement Plan, or under the terms of the
      Qualified Retirement Plan of an Employer or Related Company that is
      extended to the Participant immediately prior to the Participant's Date of
      Termination or, if no such plan is extended to the Participant on his or
      her Date of Termination, under the terms of any applicable retirement
      policy of the Participant's
employer.
 
 (w)
              SEC.  "SEC"
      shall mean the United States Securities and Exchange
      Commission.
 
 (x)
              Specified
      Employee.  "Specified Employee" shall be defined in
      accordance with Treas. Reg. § 1.409A-1(i) and such rules as may be
      established by the Chief Executive Officer of the Company or his or her
      delegate from time to time.
 
 (y)
              Stock.The
      term "Stock" shall mean shares of common stock of the Company, par value
      $0.01 per share.
 
 SECTION
3
 
 ELIGIBILITY
 
 3.1.           The
Compensation and Development Committee of the Board ("Committee") shall
determine and designate from time to time, from among the salaried, full-time
officers and Employees of the Employers, those Employees who will be granted one
or more Awards under the Plan, and from among the salaried and non-salaried
full- or part-time non-officer Employees of an Employer, those Employees who
will be granted Achievement Award Stock under Section 11 of the
Plan.
 
 SECTION
4
 
 OPERATION
AND ADMINISTRATION
 
 4.1.           Subject
to the approval of the stockholders of the Company at the Company's 2006 annual
meeting of the stockholders, the Plan, as amended and restated, shall be
effective as of the date of such approval ("Effective Date"), provided however,
that any Awards made under the Plan, as amended and restated, other than Awards
that can be made under the Plan prior to amendments to be approved at the 2006
annual meeting of the stockholders and that are made prior to approval by
stockholders, shall be contingent on approval of the Plan, as amended and
restated, by stockholders of the Company and all dividends on such Awards shall
be held by the Company and paid only upon such approval and all other rights of
a Participant in connection with such an Award shall not be effective until such
approval is obtained. The Plan will terminate (except with respect to then
outstanding Awards) on April 21, 2014, or, if shareholders approve the Plan, as
amended and restated, at the 2006 annual meeting of stockholders, ten years from
the date of such approval, provided however, that no Incentive Stock Options may
be granted under the Plan on a date that is more than ten years from the
Effective Date or, if earlier, the date the Plan is adopted by the
Board.
 
 4.2.           Except
as otherwise provided in Section 4.3, the Plan shall be administered by the
Committee, which shall be selected by the Board in accordance with the charter
of the Committee adopted by the Board. The authority to manage and control the
operation and administration of the Plan is subject to the
following:
 
 (a)
              Subject
      to the provisions of the Plan, the Committee will have the authority and
      discretion to select Employees to receive Awards, to determine the time or
      times of receipt, to determine the types of Awards and the number of
      shares covered by the Awards, to establish the terms, conditions,
      performance criteria, restrictions, and other provisions of such Awards,
      and to cancel or suspend Awards.  In making such Award
      determinations, the Committee may take into account the nature of services
      rendered by the respective Employee, his or her present and potential
      contribution to the Company's success, and such other factors as the
      Committee deems relevant.
 
 (b)
              Subject
      to the provisions of the Plan, the Committee will have the authority and
      discretion to determine the extent to which Awards under the Plan will be
      structured to conform to the requirements applicable to Performance-Based
      Compensation as described in Code section 162(m), and to take such action,
      establish such procedures, and impose such restrictions at the time such
      Awards are granted as the Committee determines to be necessary or
      appropriate to conform to such
requirements.
 
 (c)
              The
      Committee will have the authority and discretion to interpret the Plan, to
      establish, amend, and rescind any rules and regulations relating to the
      Plan, to determine the terms and provisions of any agreements made
      pursuant to the Plan, and to make all other determinations that may be
      necessary or advisable for the administration of the
  Plan.
 
 (d)
              Any
      interpretation of the Plan by the Committee and any decision made by it or
      the Independent Directors pursuant to its or their respective authority
      under the Plan is final and binding on all
  persons.
 
 (e)
              Except
      as otherwise expressly provided in the Plan, where the Committee or the
      Independent Directors are authorized to make a determination with respect
      to any Award, such determination shall be made at the time the Award is
      granted; except that the Committee or the Independent Directors, as
      applicable, may reserve the authority to have such determination made by
      the Committee or the Independent Directors, as applicable, in the future
      (but only if such reservation is either made at the time the Award is
      granted and is stated in the Agreement reflecting the Award or, if the
      Agreement does not address the issue, is provided in the
      Plan);
 
 (f)
              Except
      to the extent prohibited by applicable law or the rules of any stock
      exchange, the Committee may allocate all or any portion of its
      responsibilities and powers to any one or more of its members or, with
      respect to Awards to Employees below the level of Vice President (provided
      that such Awards shall not exceed 5% of the shares of Stock currently
      available for grant under the Plan), to one or more subcommittees, each
      composed of one or more other members of the Board;and
      other than in respect to eligibility, times of Awards, and terms,
      conditions, performance criteria, restrictions and other provisions of
      Awards, and except as otherwise provided by the Committee from time to
      time, the Committee delegates its responsibilities and powers to the Vice
      President-Human Resources or his or her successor. Any such allocation or
      delegation may be revoked by the Committee at any
  time.
 
 (g)
              No
      member or authorized delegate of the Committee or Independent Director
      shall be liable to any person for any action taken or omitted in
      connection with the administration of the Plan unless attributable to his
      or her own fraud or willful misconduct; nor shall the Employers be liable
      to any person for any such action unless attributable to fraud or willful
      misconduct on the part of a director or Employee of the Employers. The
      Committee, the individual members thereof, persons acting as the
      authorized delegates of the Committee under the Plan, and the Independent
      Directors shall be indemnified by the Employers (to the maximum extent
      permitted by law) against any and all liabilities, losses, costs and
      expenses (including legal fees and expenses) of whatsoever kind and nature
      which may be imposed on, incurred by or asserted against the Committee or
      its members or authorized delegates or the Independent Directors by reason
      of the performance of a Committee or Independent Director function if the
      Committee or its members or authorized delegates or the Independent
      Directors did not act dishonestly or in willful violation of the law or
      regulation under which such liability, loss, cost or expense arises. This
      indemnification shall not duplicate but may supplement any coverage
      available under any applicable by-law, contract or
    insurance.
 
 4.3.           Notwithstanding
any other provision of the Plan to the contrary, all Awards granted to the Chief
Executive Officer of the Company under the Plan shall be recommended by the
Committee and awarded by the Independent Directors, and the Independent
Directors shall have the authority to determine, subject to the recommendations
of the Committee, the times of such Awards and the terms, conditions,
restrictions and other provisions of such Awards,
except with respect to the establishment of performance criteria or goals, which
shall be established by the Committee.  With respect to any
Awards granted to the Chief Executive Officer of the Company, the phrase
“Independent Directors, subject to the recommendation of the Committee” shall be
substituted for the word “Committee” each time it appears in Sections 3.1,
4.2(a), 6.2, 6.4, 6.5, 7.1, 7.2, 7.3(a), 7.3(c), 7.3(d), 8.1, 8.2, 8.3, 9.2,
9.3, 12.9 and 16.1 of the Plan, except in each case with respect to the
establishment of performance criteria or goals.
 
 4.4.           Notwithstanding
any other provision of the Plan to the contrary, no Participant shall receive
any Award of an Option under the Plan to the extent that the sum
of:
 
 (a)
              the
      number of shares of Stock subject to such
Award;
 
 (b)
              the
      number of shares of Stock subject to all other prior Awards of Options
      under the Plan during the one-year period ending on the date of the Award;
      and
 
 (c)
              the
      number of shares of Stock subject to all other prior stock options granted
      to the Participant under other plans or arrangements of the Employers and
      Related Companies during the one-year period ending on the date of the
      Award;
 
 would
exceed the Participant's Individual Limit under the Plan. The determination made
under the foregoing provisions of this subsection 4.3 shall be based on the
shares subject to the Awards at the time of grant, regardless of when the Awards
become exercisable. Subject to the provisions of Section 13, a Participant's
"Individual Limit" shall be 1,000,000 shares per calendar year.
 
 4.5.           To
the extent that the Committee determines that it is necessary or desirable to
conform any Awards under the Plan with the requirements applicable to
Performance-Based Compensation, it may, at or prior to the time an Award is
granted, take such steps and impose such restrictions with respect to such Award
as it determines to be necessary to satisfy such requirements. To the extent
that it is necessary to establish performance goals for a particular performance
period, those goals will be based on one or more of the following business
criteria: net income, earnings per share, debt reduction, safety, on-time train
performance, return on investment, operating ratio, cash flow, return on assets,
stockholders' return, revenue, customer satisfaction, and return on equity. If
the Committee establishes performance goals for a performance period relating to
one or more of these business criteria, the Committee may determine to approve a
payment for that particular performance period upon attainment of the
performance goal relating to any one or more of such criteria.
 
 4.6.           To
the extent that the Plan and the Awards under the Plan are subject to the rules
applicable to nonqualified deferred compensation plans under section 409A of the
Code ("Section 409A"), such portion of the Plan and such Awards are not intended
to result in acceleration of income recognition or imposition of penalty taxes
by reason of Section 409A, and the terms of such portion of the Plan and such
Awards shall be interpreted in a manner (and such portion of the Plan and such
Awards may be amended to the extent determined necessary or appropriate by the
Committee) to avoid such acceleration and penalties.
 
 SECTION
5
 
 SHARES
AVAILABLE UNDER THE PLAN
 
 5.1.           The
shares of Stock with respect to which Awards may be made under the Plan shall be
shares currently authorized but unissued or treasury shares acquired by the
Company, including shares purchased in open market or in private transactions.
Subject to the provisions of Section 13, the total number of shares of Stock
available for grant of Awards shall not exceed fifty-three million (53,000,000)
shares of Stock. Except as otherwise provided herein, any shares subject to an
Award which for any reason expires or is terminated without issuance of shares
(whether or not cash or other consideration is paid to a Participant in respect
to such Award) shall again be available under the Plan. Shares tendered by a
Participant in full or partial payment to the Company upon exercise of an Option
granted under the Plan or shares withheld by, or otherwise remitted to, the
Company to satisfy a Participant's tax withholding obligation in respect to any
Award shall not become available for issuance under the Plan.
 
  SECTION
6
 
 OPTIONS
 
 6.1.           The
grant of an "Option" under this Section 6 entitles the Participant to purchase
shares of Stock at a price fixed at the time the Option is granted, or at a
price determined under a method established at the time the Option is granted,
subject to the terms of this Section 6. Options granted under this section may
be either Incentive Stock Options or Non-Qualified Stock Options, and subject to
Section 12, shall not be exercisable for six months from date of grant, as
determined in the discretion of the Committee. An "Incentive Stock Option" is an
Option that is intended to satisfy the requirements applicable to an "incentive
stock option" described in section 422(b) of the Code. A "Non-Qualified Stock
Option" is an Option that is not intended to be an "incentive stock option" as
that term is described in section 422(b) of the Code.
 
 6.2.           The
Committee shall designate the Participants to whom Options are to be granted
under this Section 6 and shall determine the number of shares of Stock to be
subject to each such Option. To the extent that the aggregate fair market value
of Stock with respect to which Incentive Stock Options are exercisable for the
first time by any individual during any calendar year (under all plans of the
Company and all Related Companies) exceeds $100,000, such options shall be
treated as Non-Qualified Stock Options, to the extent required by section 422 of
the Code.
 
 6.3.           The
determination of the purchase price of a share of Stock under each Option and
the payment of the purchase price of a share of Stock under each Option shall be
subject to the following:
 
 (a)
              The
      purchase price of an Option shall be established by the Committee or shall
      be determined by a method established by the Committee at the time the
      Option is granted; provided, however, that in no event shall such price be
      less than Fair Market Value on the date of the
  grant.
 
 (b)
              Subject
      to the following provisions of this subsection 6.3, the full purchase
      price of each share of Stock purchased upon the exercise of any Option
      shall be paid at the time of such exercise and, as soon as practicable
      thereafter, a certificate representing the shares so purchased shall be
      delivered to the person entitled
thereto.
 
 (c)
              The
      purchase price of an Option shall be payable in cash or in shares of Stock
      (valued at Fair Market Value as of the day of
  exercise).
 
 (d)
              A
      Participant may elect to pay the purchase price upon the exercise of an
      Option through a cashless exercise arrangement as may be established by
      the Company.
 
 (e)
              Except
      for either adjustments pursuant to Section 13 of the Plan (relating to the
      adjustments to shares), or reductions of the purchase price approved by
      the Company's stockholders, and subject to any applicable restrictions
      imposed by Section 409A, the purchase price for any outstanding Option may
      not be decreased after the date of grant nor may an outstanding Option
      granted under the Plan be surrendered to the Company as consideration for
      the grant of a replacement Option with a lower purchase
    price.
 
 6.4.           Except
as otherwise expressly provided in the Plan, the terms and conditions relating
to the exercise of an Option shall be established by the Committee, and may
include, without limitation, conditions relating to completion of a specified
period of service, achievement of performance standards prior to exercise of the
Option, or achievement of Stock ownership objectives by the Participant. No
Option may be exercised by a Participant after the expiration date applicable to
that Option.
 
 6.5.           The
exercise period of any Option shall be determined by the Committee and shall not
extend more than ten years after the Date of Grant.
 
 6.6.           In
the event the Participant exercises an Option granted before February 28, 2005,
under this Plan or a predecessor plan of the Company or a Related Company and
pays all or a portion of the purchase price in Common Stock, in the manner
permitted by subsection 6.3, such Participant, pursuant to the exercise of
Committee discretion at the time the Option is exercised or to the extent
previously authorized by the Committee, may be issued a new Option to purchase
additional shares of Stock equal to the number of shares of Stock surrendered to
the Company in such payment. Such new Option shall have an exercise price equal
to the Fair Market Value per share on the date such new Option is granted, shall
first be exercisable six months from the date of grant of the new Option and
shall have an expiration date on the same date as the expiration date of the
original Option so exercised by payment of the purchase price in shares of
Stock. No new Option shall be granted pursuant to this subsection 6.6 in
connection with the exercise of any Option granted on or after February 28,
2005.
  SECTION
7
 
 RESTRICTED
STOCK
 
 7.1.           Subject
to the terms of this Section 7, Restricted Stock Awards under the Plan are
grants of Stock to Participants, the vesting of which is subject to certain
conditions established by the Committee, with some or all of those conditions
relating to events (such as performance or continued employment) occurring after
the date of grant, provided however that to the extent that vesting of a
Restricted Stock Award is contingent on continued employment, then (i) the
required employment period shall not be less than three years following the
grant of the Award unless the Award is being granted in replacement of a
previously granted Award under the Plan or another plan and, as of the date of
the replacement, the required employment period for the replacement grant is not
less than the remaining required employment period under the grant that is being
replaced, and (ii) the grant may provide for equal, annual, pro-rata vesting
during the employment period.
 
 7.2.           The
Committee shall designate the Participants to whom Restricted Stock is to be
granted, and the number of shares of Stock that are subject to each such Award.
The maximum number of shares of Stock that may be issued in conjunction with
Awards granted under Sections 7, 8 and 9 of the Plan shall be twenty-three
million shares. The Award of shares under this Section 7 may, but need not, be
made in conjunction with a cash-based incentive compensation program maintained
by the Company, and may, but need not, be in lieu of cash otherwise awardable
under such program, provided, however, that one million of the shares remaining
to be granted under Sections 7, 8 and 9 of the Plan as of April 18, 2002, shall
only be used for Awards of shares of Performance-Based Restricted Stock,
performance-based Restricted Stock Units or Performance Stock or in lieu of cash
otherwise awardable under such program.
 
 7.3.           Shares
of Restricted Stock granted to Participants under the Plan shall be subject to
the following terms and conditions:
 
 (a)
              Except
      as otherwise hereinafter provided, Restricted Stock granted to
      Participants may not be sold, assigned, transferred, pledged or otherwise
      encumbered during the Restricted Period. Except for such restrictions, the
      Participant as owner of such shares shall have all the rights of a
      stockholder, including but not limited to the right to vote such shares
      and, except as otherwise provided by the Committee or as otherwise
      provided by the Plan, the right to receive all dividends paid on such
      shares.
 
 (b)
              Each
      certificate issued in respect of shares of Restricted Stock granted under
      the Plan shall be registered in the name of the Participant and, at the
      discretion of the Committee, each such certificate may be deposited with
      the Company with a stock power endorsed in blank or in a bank designated
      by the Committee.
 
 (c)
              The
      Committee may award Performance-Based Restricted Stock, which shall be
      Restricted Stock that becomes vested (or for which vesting is accelerated)
      upon the achievement of performance goals established by the Committee.
      The Committee may specify the number of shares that will vest upon
      achievement of different levels of performance. Except as otherwise
      provided by the Committee, achievement of maximum targets during the
      Performance Period shall result in the Participant's receipt of the full
      Performance-Based Restricted Stock Award. For achievement of the minimum
      target but less than the maximum target the Committee may establish a
      portion of the Award which the Participant is entitled to
      receive.
 
 (d)
              Except
      as otherwise provided by the Committee, any Restricted Stock which is not
      earned by the end of a Performance Period shall be forfeited. If a
      Participant's Date of Termination occurs during a Performance Period with
      respect to any Restricted Stock subject to a Performance Period granted to
      him or her, the Committee may determine that the Participant will be
      entitled to settlement of all or any portion of the Restricted Stock
      subject to a Performance Period as to which he or she would otherwise be
      eligible or make such other adjustments as the Committee, in its sole
      discretion, deems desirable. Subject to the limitations of the Plan and
      the Award of Restricted Stock, upon the vesting of Restricted Stock, such
      Restricted Stock will be transferred free of all restrictions to a
      Participant (or his or her legal representative, beneficiary or
      heir).
 
 
 SECTION
8
 
 RESTRICTED
STOCK UNITS
 
 8.1.           Subject
to the terms of this Section 8, a Restricted Stock Unit entitles a Participant
to receive shares for the units at the end of a Restricted Period to the extent
provided by the Award with the vesting of such units to be contingent upon such
conditions as may be established by the Committee (such as continued employment
which, when required, shall be not less than three years (although the grant may
provide for equal, annual, pro-rata vesting during that period), or satisfaction
of performance criteria). The Award of Restricted Stock Units under this Section
8 may, but need not, be made in conjunction with a cash-based incentive
compensation program maintained by the Company, and may, but need not, be in
lieu of cash otherwise awardable under such program, provided, however, that one
million of the shares remaining to be granted under Sections 7, 8 and 9 of the
Plan as of April 18, 2002, shall only be used for Awards of shares of
Performance-Based Restricted Stock, performance-based Restricted Stock Units or
Performance Stock or in lieu of cash otherwise awardable under such
program.
 
 8.2.           The
Committee shall designate the Participants to whom Restricted Stock Units shall
be granted and the number of units that are subject to each such Award. The
maximum number of shares of Stock that may be issued in conjunction with Awards
granted under Sections 7, 8 and 9 of the Plan shall be twenty-three million
shares. During any period in which units are outstanding and have not been
settled in Stock, the Participant shall not have the rights of a stockholder,
but shall have the right to receive a payment from the Company in lieu of a
dividend in an amount equal to such dividends and at such times as dividends
would otherwise be paid.
  8.3.  If a
Participant's Date of Termination occurs during a Restricted Period with respect
to any Restricted Stock Units granted to him or her, the Committee may determine
that the Participant will be entitled to settlement of all or any portion of the
Restricted Stock Units as to which he or she would otherwise be eligible or make
such other adjustments as the Committee, in its sole discretion, deems
desirable.
 
 
 SECTION
9
 
 PERFORMANCE
STOCK
 
 9.1.           Subject
to the terms of this Section 9, a Performance Stock Award provides for the
distribution of Stock to a Participant upon the achievement of performance
objectives established by the Committee.
 
 9.2.           The
Committee shall designate the Participants to whom Performance Stock Awards are
to be granted, and the number of shares of Stock that are subject to each such
Award. The maximum number of shares of Stock that may be issued in conjunction
with Awards granted under Sections 7, 8 and 9 of the Plan shall be twenty-three
million shares. The Award of shares under this Section 9 may, but need not, be
made in conjunction with a cash-based incentive compensation program maintained
by the Company, and may, but need not, be in lieu of cash otherwise awardable
under such program, provided, however, that one million of the shares remaining
to be granted under Sections 7, 8 and 9 of the Plan as of April 18, 2002, shall
only be used for Awards of shares of Performance-Based Restricted Stock,
performance-based Restricted Stock Units or Performance Stock or in lieu of cash
otherwise awardable under such program.
 
 9.3.           If
a Participant's Date of Termination occurs during a Performance Period with
respect to any Performance Stock granted to him or her, the Committee may
determine that the Participant will be entitled to settlement of all or any
portion of the Performance Stock as to which he or she would otherwise be
eligible or make such other adjustments as the Committee, in its sole
discretion, deems desirable.
 
 SECTION
10
 
 STOCK
PURCHASE PROGRAM
 
 10.1.         The
Committee may, from time to time, establish one or more programs under which
Participants will be permitted to purchase shares of Stock under the Plan, and
shall designate the Participants eligible to participate under such Stock
purchase programs. The purchase price for shares of Stock available under such
programs, and other terms and conditions of such programs, shall be established
by the Committee. The purchase price may not be less than 85% of the Fair Market
Value of the Stock at the time of purchase (or, in the Committee's discretion,
the average Stock value over a period determined by the Committee), and the
purchase price may not be less than par value. Issuances under the Stock
purchase programs authorized under this Section 10.1 shall not exceed a
cumulative total of 400,000 shares subsequent to April 17, 2002.
 
 10.2.         The
Committee may impose such restrictions with respect to shares purchased under
this section, as the Committee determines to be appropriate. Such restrictions
may include, without limitation, restrictions of the type that may be imposed
with respect to Restricted Stock under Section 7.
 
 SECTION
11
 
 ACHIEVEMENT
AWARD STOCK
 
 11.1.         Subject
to the eligibility provisions of Section 3, the Committee may determine and
designate from time to time from among the eligible Employees of an Employer
those Employees who will be granted Achievement Award Stock. Such Employees
shall be those Employees who are recognized for specific and unique achievements
that exceed normal expectations for the job.
 
 11.2.         Stock
granted under this Section 11 shall consist of shares of Stock, which shall not
be subject to a vesting period. The total number of shares of Stock to be
awarded under this Section 11 shall not exceed 50,000 shares, and in any
calendar year no Employee may be granted more than 25 shares of Stock (or such
other number as the Committee may determine) under this Section 11, and such
Stock shall be granted in lieu of a cash payment equal to no more than 25 (or
such other number as the Committee may determine) times the Fair Market Value of
one share of Stock on the date of grant.
 
 SECTION
12
 
 TERMINATION
OF EMPLOYMENT
 
 12.1.         If
a Participant's Date of Termination occurs for any reason other than death,
Disability, Retirement, or by reason of the Participant's employment being
terminated by the Participant's employer for any reason other than Cause, all
outstanding Awards shall be forfeited.
 
 12.2.         If
a Participant's Date of Termination occurs by reason of death, all Options
outstanding immediately prior to the Participant's Date of Termination shall
immediately become exercisable and all restrictions on Restricted Stock,
Restricted Stock Units, Performance Stock and shares purchased under the Stock
Purchase Program outstanding immediately prior to the Participant's Date of
Termination shall lapse.
 
 12.3.         If
a Participant's Date of Termination occurs by reason of Disability or
Retirement, the Restricted Period shall lapse on a proportion of any Awards
outstanding immediately prior to the Participant's Date of Termination (except
that to the extent an Award of Restricted Stock, Restricted Stock Units or
Performance Stock is subject to a Performance Period, such proportion of the
Award shall remain subject to the same terms and conditions for vesting as were
in effect prior to termination). The proportion of an Award upon which the
Restricted Period shall lapse shall be a fraction, the denominator of which is
the total number of months of any Restricted Period applicable to an Award and
the numerator of which is the number of months of such Restricted Period which
elapsed prior to the Date of Termination.
 
 12.4.         If
a Participant's Date of Termination occurs by reason of the Participant's
employment being terminated by the Participant's employer for any reason other
than for Cause, the Restricted Period shall lapse on a proportion of any
outstanding Awards (except that to the extent an Award of Restricted Stock,
Restricted Stock Units or Performance Stock is subject to a Performance Period,
such proportion of the Award shall remain subject to the same terms and
conditions for vesting as were in effect prior to termination). The proportion
of an Award upon which the Restricted Period shall lapse shall be a fraction,
the denominator of which is the total number of months of any Restricted Period
applicable to an Award and the numerator of which is the number of months of
such Restricted Period which elapsed prior to the Date of
Termination.
 
 12.5.         Non-Qualified
Stock Options which are exercisable at the time of (or become exercisable by
reason of) the Participant's death, Disability, Retirement, or other termination
of employment by the Participant's employer for reasons other than Cause shall
expire on the expiration date set forth in the Award or, if earlier, five years
after the Date of Termination, if the Participant's termination occurs because
of death, Disability, or Retirement or if the Participant's employment is
terminated by the Participant's employer for reasons other than
Cause.
 
 Incentive Stock Options which are exercisable at the time of (or become
exercisable by reason of) the Participant's death, Disability, Retirement, or
other termination of employment by the Participant's employer for reasons other
than Cause and not exercised prior to the Date of Termination shall be treated
as Non-Qualified Stock Options on the day following the Date of Termination and
shall expire on the expiration date set forth in the Award or, if earlier, five
years after the Date of Termination, if the Participant's termination occurs
because of death, Disability, or Retirement or if the Participant's employment
is terminated by the Participant's employer for reasons other than
Cause.
 
 12.6.         Notwithstanding
any other provision of this Section 12 to the contrary, if a Participant's
employment is terminated by the Participant's employer for reasons other than
Cause in connection with and after a Change in Control:
 
 (a)
              All
      Options outstanding on the Participant's Date of Termination shall become
      exercisable (to the extent not already exercisable) on the Participant's
      Date of Termination, provided that this paragraph (a) shall apply only to
      options that were held by the Participant on the date of a Change in
      Control.
 
 (b)
              Any
      restrictions shall lapse on awards of Restricted Stock and Restricted
      Stock Units, including without limitation performance-based Restricted
      Stock and performance-based Restricted Stock Units, that are outstanding
      on the Participant's Date of Termination, and such Awards shall be fully
      vested as if all performance objectives have been attained (provided that
      this paragraph (b) shall apply only to Restricted Stock and Restricted
      Stock Units that were held by the Participant on the date of the Change in
      Control, and further provided that this paragraph (b) shall not apply to
      Performance Stock).
 
 (c)
              Any
      Performance Stock awards held by a Participant on the date of a Change in
      Control shall vest to the extent provided by the terms in the applicable
      Performance Stock Award Agreement.
 
 For
purposes of this Section 12.6, a Participant will be treated as having been
terminated by the Participant's employer for reasons other than Cause if the
employment is terminated by the Participant for Good Reason.  For
purposes of this Plan, "Good Reason" shall mean the occurrence after a Change in
Control of one or more of the following conditions without the consent of the
Participant:
 
 (i)
              The
      relocation of the Participant's base of operations for the Company or
      Related Company to a place that is 50 miles farther from his or her
      residence immediately prior to the Change in Control than the distance
      from such residence to the Participant's former base of operations for the
      Company or Related Company.
 
 (ii)
              The
      Participant's salary rate is reduced to a level that is less than 85% of
      the Participant's salary level immediately prior to the Change in
      Control.
 
 (iii)
              The
      aggregate value of a Participant's (A) annual salary rate at the time of
      termination, (B) bonus opportunity for the year in which the Date of
      Termination occurs, and (C) long-term incentive compensation awards for
      the year in which the Date of Termination occurs, is less than 85% of the
      aggregate value of a Participant's salary rate, bonus opportunity and
      long-term incentive awards for the year ending prior to the year in which
      the Change in Control occurs (with all such values to be determined by the
      Committee).
 
 However,
if the reduction in compensation described in paragraph (ii) or (iii) is
consistent with a broad-based company reduction in compensation by the
Participant's employer (as determined by the Committee), the reduction will not
be a basis for treating the Participant as having been terminated by the
Participant's employer for reasons other than Cause, and the reduction shall be
disregarded for purposes of paragraph (ii) and (iii).
 
 A
Participant shall be considered to have terminated employment for Good Reason
if:
 
 (I)
              in
      regard to paragraph (i), the Participant resigns within 60 days of being
      notified by the Participant's employer in writing that the Participant's
      base of operations is being relocated to a destination that is described
      in paragraph (i), unless the employer notifies the Participant in writing
      of the cancellation of such relocation within 30 days after the
      Participant notifies the Company in writing that such relocation would
      constitute Good Reason; or
 
 (II)
              in
      regard to paragraphs (ii) and (iii):  (a) the Participant
      provides written notice to the Company of the occurrence of Good Reason
      within  60 days of being notified by the Participant's employer
      in writing that any of the actions described in preceding paragraphs (ii)
      or (iii) will apply to him or her; (b) the Company fails to notify the
      Participant of the Company's intended method of correction within 30 days
      after the Company's receipt of the notice, or the Company fails to correct
      the circumstances within said 30 day period; and (c) the Participant
      resigns within 60 days after receiving the Company's response, if such
      response does not indicate an intention to correct such circumstances, or
      within a reasonable time after the Company fails to correct such
      circumstances (provided that in no event may such termination occur less
      than 30 days following the provision of notice to the Company, or more
      than six (6) months after the initial existence of the condition
      constituting Good Reason).
 
 12.7.         Notwithstanding
any other provision of this Section 12 to the contrary and provided that the
provisions of Section 12.6 do not apply, except as otherwise provided in the
Award Agreement or by the Committee at the date of grant, in the event of a
Change in Control, to the extent outstanding Awards granted under this Plan are
not assumed, converted or replaced by the resulting entity on terms comparable
to the Awards immediately prior to the Change in Control as determined by the
Board of Directors (as constituted at the time of the Change in Control), all
outstanding Awards that may be exercised shall become fully exercisable, all
restrictions with respect to outstanding Awards shall lapse and become vested
and non-forfeitable, and any specified corporate goals and objectives with
respect to outstanding Awards shall be deemed to be satisfied at
target.
 
 12.8.         Except
to the extent the Committee shall otherwise determine, if as a result of a sale
or other transaction, a Participant's employer ceases to be a Related Company
(and the Participant's employer is or becomes an entity that is separate from
the Company), the occurrence of such transaction shall be treated as the
Participant's Date of Termination caused by the Participant being discharged by
the Employer other than for Cause.
 
 12.9.         Notwithstanding
the foregoing provisions of this section, the Committee may, with respect to any
Awards of a Participant (or portion thereof) that are outstanding immediately
prior to the Participant's Date of Termination, determine that a Participant's
Date of Termination will not result in forfeiture or other termination of the
Award.
 
 SECTION
13
 
 ADJUSTMENTS
TO SHARES
 
 13.1.         If
the Company shall effect a reorganization, merger, or consolidation, or similar
event or effect any subdivision or consolidation of shares of Stock or other
capital readjustment, payment of stock dividend, stock split, spin-off,
combination of shares or recapitalization or other increase or reduction of the
number of shares of Stock outstanding without receiving compensation therefor in
money, services or property, then the Committee shall adjust equitably and
proportionally (i) the number of shares of Stock available under the Plan; (ii)
the number of shares available under any individual or other limits; (iii) the
number of shares of Stock subject to outstanding Awards; and (iv) the per-share
price under any outstanding Award to the extent that the Participant is required
to pay a purchase price per share with respect to the Award.
 
 SECTION
14
 
 TRANSFERABILITY
OF AWARDS
 
 14.1.          Awards
under the Plan are not transferable except as designated by the Participant by
will or by the laws of descent and distribution. To the extent that the
Participant who receives an Award under the Plan has the right to exercise such
Award, the Award may be exercised during the lifetime of the Participant only by
the Participant. Notwithstanding the foregoing provisions of this Section 14,
the Committee may permit Awards under the Plan (other than an Incentive Stock
Option) to be transferred by a Participant for no consideration to or for the
benefit of the Participant's Immediate Family (including, without limitation, to
a trust for the benefit of a Participant's Immediate Family or to a family
partnership for members of the Immediate Family), subject to such limits as the
Committee may establish, and the transferee shall remain subject to all of the
terms and conditions applicable to such Award prior to such
transfer.
 
 
 SECTION
15
 
 AWARD
AGREEMENT
 
 15.1.         Each
Employee granted an Award pursuant to the Plan shall execute an Award Agreement
which signifies in writing, electronically or by such other means as the Company
may designate, the offer of the Award by the Company and the acceptance of the
Award by the Employee in accordance with the terms of the Award and the
provisions of the Plan. Each Award Agreement shall reflect the terms and
conditions of the Award. In the event of a disagreement between the individual
Award Agreement and the Plan or the Compensation and Development Committee
resolution, the Plan or the resolution will govern. Participation in the Plan
shall confer no rights to continued employment with the Company nor shall it
restrict the right of the Company to terminate a Participant's employment at any
time.
 
 SECTION
16
 
 TAX
WITHHOLDING; SECTION 409A
 
 16.1.  All
Awards and other payments under the Plan are subject to withholding of all
applicable taxes, which withholding obligations shall be satisfied (without
regard to whether the Participant has transferred an Award under the Plan) by a
cash remittance, or with the consent of the Committee, through the surrender of
shares of Stock which the Participant owns or to which the Participant is
otherwise entitled under the Plan pursuant to an irrevocable election submitted
by the Participant to the Company at the office designated for such purpose,
provided that if shares are used for Awards granted on or after July 1, 2000,
shares from the Awards may be used only in an amount equal to the minimum
applicable tax withholding rate as established by the Code and relevant state or
local tax authorities, and any additional amount due must be satisfied by use of
attestation of ownership of other shares. The number of shares of Stock needed
to be submitted in payment of the taxes shall be determined using the Fair
Market Value as of the applicable tax date rounding down to the nearest whole
share; provided that no election to have shares of Stock withheld from an Award
or submission of shares shall be effective with respect to an Award which was
transferred by a Participant in accordance with the Plan.
 
 16.2.  The
Committee may modify the time at which any Award 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 Employee 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.
 
 16.3.          If,
at the time of an Employee's "separation from service" (within the meaning of
Section 409A), (a) the Employee shall be a Specified Employee and
(b) the Company shall make a good faith determination that an issuance of
Stock or payment of cash in settlement of an Award constitutes Deferred
Compensation, the payment of which is required to be delayed pursuant to the
six-month delay rule set forth in Section 409A in order to avoid taxes or
penalties under Section 409A,  then the Company shall not issue
such Stock or pay such cash, as applicable, but shall instead accumulate and pay
it, without interest, on the first business day of the seventh month following
such separation from service.
 
 SECTION
17
 
 TERMINATION
AND AMENDMENT
 
 17.1.          The
Board may suspend, terminate, modify or amend the Plan, provided that any
amendment that would increase the aggregate number of shares which may be issued
under the Plan; materially increase the benefits accruing to Participants under
the Plan; modify Section 6.3(e) or materially modify the requirements as to
eligibility for participation in the Plan, shall be subject to the approval of
the Company's stockholders, except that any such increase or modification that
may result from adjustments authorized by Section 13 does not require such
approval. No suspension, termination, modification or amendment of the Plan may
terminate a Participant's existing Award or materially and adversely affect a
Participant's rights under such Award without the Participant's
consent.