Exhibit
10.3




Amended
and Restated February 12,
2009





BNSF
RAILWAY COMPANY


INCENTIVE
COMPENSATION PLAN





1.0           OBJECTIVE





The BNSF
Railway Company (“BNSF Railway” or the “Company”) Incentive
Compensation Plan (“ICP” or the “Plan”) has as its objective to:





1.1
            Communicate
      and focus attention on key BNSF Railway business
  goals.





1.2
            Identify
      and reward superior performance.




1.3
            Provide
      a competitive compensation package to attract and retain high quality
      employees.








2.0           ADMINISTRATION





The ICP
Committee shall provide overall administration of the Plan. The ICP Committee
shall be comprised of the Chief Executive Officer, the Executive Vice President
and Chief Financial Officer, the Executive Vice President Law and Secretary, and
the Vice President-Human Resources and Medical.





The ICP
Committee will have discretionary authority to review and approve any changes in
eligibility, levels of participation, incentive opportunity, basis for award
determination, performance objectives, and other necessary changes, subject to
other requirements of the Plan; provided, however, that the Chief Executive
Officer may approve incentive opportunities, including, but not limited to, ICP
target levels, for certain employees subject to Section 5.2 and 6.3 of this
Plan. Review and approval of Plan details will be performed on an annual
basis.





The ICP
Committee will appoint a plan administrator whose responsibility to the ICP
Committee will include:





2.1           Establishment
of procedures for the Plan operation.





2.2           Timely
and effective management of the day-to-day operations of the Plan.





2.3           Performance
of periodic analyses to ensure the Plan’s effectiveness.





3.0           ELIGIBILITY





All
regularly assigned, active salaried employees of BNSF Railway and its rail
subsidiaries shall be eligible to participate in the ICP subject to the
discretion of the ICP Committee. Employees hired into a salaried position after
October 1 of any calendar year will not be eligible until the next calendar
year. The ICP Committee shall designate an employee’s level of participation.
The extent of participation in the ICP may vary according to the employee’s
level of responsibility.





3.1           ICP
eligibility of newly hired salaried employees or scheduled employees promoted to
a salaried position will be treated as follows:





3.1.1           A
new employee hired into an eligible position on or before October 1 will be
eligible to participate in the current calendar year.





3.1.2           A
scheduled employee promoted to a regularly assigned salaried position on or
before October 1 will be eligible to participate in the current calendar
year.





3.1.3           The
ICP award for a new salaried employee or a scheduled employee promoted into an
eligible position for the first time, on or before October 1, will be prorated
based upon the number of days worked in active service in the eligible
position.





3.2           Promotions,
transfers, and assignments of active employees to temporary, part-time,
red-circle or other similar salary band continuation status will be treated in
the following manner:





3.2.1           A
scheduled employee placed on temporary assignment to a salaried position will
not be eligible for an ICP payout.





3.2.2           A
regularly-assigned salaried employee placed on a temporary assignment to another
salaried position of a higher salary band will maintain his/her regularly
assigned position’s ICP participation level.





3.2.3           A
regularly-assigned salaried employee promoted (or demoted) from one position to
another with a higher (or lower) ICP participation level will have his/her ICP
award calculated on a pro-rata basis for the number of days employed at each
level.





3.2.4           A
regularly-assigned salaried employee who is assigned for all or a portion of the
year to a part-time position will have his/her ICP award calculated on a
pro-rata basis for the number of days employed at each ICP participation level
and full-time-equivalency level.





3.2.5           A
regularly-assigned salaried employee who has red-circle or other similar salary
band continuation status at a higher salary band will have his/her ICP award
calculated on a pro-rata basis at the ICP participation level of the higher
salary band for the number of days of red-circle or other similar salary band
continuation status and at the ICP participation level of the assigned band for
the number of days without such status.





3.3           ICP
eligibility with respect to voluntary and involuntary separation will be
determined as follows:





3.3.1           VOLUNTARY
RESIGNATIONS





3.3.1           (a)           If
a participating employee voluntarily resigns after December 31, but before award
payout, the amount that would have otherwise been received had there been no
resignation will be paid to the employee.





3.3.1           (b)           If
a participating employee voluntarily resigns on or before December 31, and is
not eligible for participation in a company-sponsored severance program, the
employee forfeits all rights to an ICP award.





3.3.1           (c)           If
a participating employee voluntarily resigns in conjunction with a
Company-sponsored severance program, the participant is eligible to receive a
pro-rata share of the ICP award he/she would otherwise have earned based upon
the number of days worked in active service during the severance
year.





3.3.2           INVOLUNTARY
SEPARATION





3.3.2           (a)           If
a participating employee is terminated for cause, the participant forfeits all
rights to an ICP award. Cause shall be defined by the ICP
Committee.





3.3.2           (b)           If
a participating employee is terminated at the discretion of the Company as part
of a Company-sponsored severance program and other than for cause, the
participant is eligible to receive a pro-rata share of the ICP award he/she
would otherwise have earned based upon the number of days worked in active
service during the severance year.





3.4 ICP
eligibility with respect to the following events will be determined as
indicated.





3.4.1           Retirement
— The participant is eligible to receive a pro-rata share of the ICP award
he/she would otherwise have earned based upon the number of days’ service prior
to retirement.





3.4.2           Disability
— A participating employee on short-term disability is eligible to receive the
full ICP payout. A participating employee who is placed on long-term disability
(“LTD”) is eligible to receive a pro-rata share of the ICP award he/she would
have earned based upon the number of days’ of otherwise eligible service accrued
prior to being placed on LTD. No ICP eligibility accrues for any employee while
on LTD, but eligibility will be reinstated should the employee be removed from
LTD and return to an active, regularly-assigned salaried position.





3.4.3           Medical
Leave — A participating employee on short-term paid medical leave is eligible to
receive the full ICP payout. An employee on unpaid medical leave will be
ineligible to receive an ICP payout for those days comprising the unpaid medical
leave period. The employee will receive a pro-rata ICP payout based upon the
total of all otherwise eligible salaried service during the year, excluding the
days on unpaid medical leave of absence.





3.4.4           Suspension
— A participating employee suspended (without pay) for disciplinary reasons is
ineligible to receive an ICP payout for any and all days comprising the
suspension period.





3.4.5           Leave
of Absence with Pay — A participating employee on leave of absence with pay is
entitled to receive the full ICP payout.





3.4.6           Leave
of Absence without Pay — A participating employee on leave of absence without
pay will be ineligible to receive an ICP payout for those days comprising the
unpaid leave period. The employee will receive a pro-rata ICP payout based upon
the total of all otherwise eligible salaried service during the year, excluding
the days on unpaid leave of absence.





3.4.7           Military
Leave — A participating employee on paid military leave is entitled to the full
ICP payout. An employee on unpaid military leave will be ineligible to receive
an ICP payout for those days comprising the unpaid military leave period. The
employee will receive a pro-rata ICP payout based upon the total of all
otherwise eligible salaried service during the year, excluding the days on
unpaid military leave of absence.





3.4.8           Death
— A pro-rata share of the ICP award the participant would otherwise have earned
will be paid to the deceased employee’s estate based upon the total number of
days of eligible service during the award year.





3.4.9           Seniority
Exercise — A participating employee who exercises his/her seniority at any time
during the year forfeits all rights to an ICP award for that year except under
circumstances when an employee exercises seniority in lieu of a severance
package which had been offered to the employee.





3.4.10         Position
Abolishment — If the Company abolishes a participating salaried employee’s
position and the Company offers a severance package, the participant is eligible
to receive a pro-rata share of the ICP award he/she would otherwise have earned
based upon the number of days’ service prior to abolishment.




3.4.11 The ICP
Committee may, at its discretion, decide to pay all or a portion of the award a
participant would otherwise have earned when termination occurs


under any subsection to Section 3.0 ELIGIBILITY.





For
purposes of Section 3.0, a pro-rata share of the ICP award a participant would
otherwise have earned shall be based upon the nearest whole number of days in
active service during the award year. Performance awards for eligible persons
terminating employment during the award year shall be based on actual Company
and individual performance through the full year and will be payable at the
payment date for continuing employees.





4.0           INCENTIVE
OPPORTUNITIES





The
incentive awards will be designed to reflect the position’s impact on BNSF
Railway performance and will provide incentives that are in line with key
competitors. Incentive levels will be determined and communicated to employees
on an annual basis.





5.0           PERFORMANCE
OBJECTIVES





Payments
of ICP awards shall be based on performance measured against objectives
established by the Compensation and Development Committee of the Board of
Directors of Burlington Northern Santa Fe Corporation (“BNSF
Corporation”).





5.1
            COMPANY-WIDE
      GOALS





Company-wide
performance objectives shall be established at the beginning of each year for
BNSF Railway.





5.2
            PERFORMANCE-BASED
      COMPENSATION





The
Compensation and Development Committee of the BNSF Corporation Board of
Directors may designate an ICP award granted to any participating employee as
Performance-Based Compensation. To the extent required by Code section 162(m),
any such ICP award so designated shall be conditioned on the achievement of one
or more Performance Measures, as selected by such committee, and any ICP award
intended to be Performance-Based Compensation shall not be paid prior to
certification of the achievement by such committee. For ICP awards under this
subsection 5.2 intended to be Performance-Based Compensation, (i) the grant of
the awards and the establishment of the Performance Measures shall be made
during the period required under Code section 162(m); (ii) the provisions of the
Plan shall not apply to any ICP award to the extent that the application of such
provision would cause the award to no longer satisfy the requirements of Code
section 162(m); and (iii) such Committee shall have the authority and discretion
to reduce the amount of any ICP award designated as Performance-Based
Compensation at any time prior to payment of the award, with the reduction to be
based on such factors and criteria as the Committee determines to be
relevant.





5.2.1           For
ICP Awards that are intended to be Performance-Based Compensation, the maximum
amount payable to any participating employee with respect to any calendar year
shall equal $5 million.





5.2.2           The
term “Performance-Based Compensation” shall have the meaning ascribed to it
under Code section 162(m) and the regulations thereunder.





5.2.3           The
“Performance Measures” shall be based on any one or more of the following
Company, Subsidiary, operating unit or division performance measures: net
income, earnings per share, safety, on-time train performance, velocity, return
on investment, operating income, operating ratio, cash flow, return on assets,
stockholders return, revenue, customer satisfaction, and return on equity, or
any combination thereof. Each goal may be expressed on an absolute and/or
relative basis, may be based on or otherwise employ comparisons based on
internal targets, the past performance of the Company and/or the past or current
performance of other companies, and in the case of earnings-based measures, may
use or employ comparisons relating to capital, shareholders equity and/or shares
outstanding, investments or to assets or net assets.





5.2.4           The
term “Code” means the Internal Revenue Code of 1986, as amended. A reference to
any provision of the Code shall include reference to any successor provision of
the Code.





6.0           PERFORMANCE





Company
performance will be reviewed each quarter when quarterly financial and operating
results are available. The determination and distribution of awards will occur
as soon as practicable after the compilation of the full year
results.





Senior
management and the ICP Committee shall have the discretion to apply judgment to
their performance evaluation at the company and individual performance levels.
Performance shall be evaluated in light of opportunities and conditions
prevailing during the measurement period.





6.1
            The
      ICP Committee shall approve all awards except as described in Section
      6.3.





6.2           Subject
to Section 6.3, the ICP Committee has the discretion of increasing or decreasing
individual or collective awards on any basis including the
following


considerations:





6.2.1           BNSF
Railway performance relative to its competitors.





6.2.2           Long
term as well as short term performance considerations.





6.2.3           Unforeseen
opportunities and obstacles.





6.2.4           The
ICP Committee’s judgment of BNSF Railway and individual
performance.





6.3           The
awards of all executive officers of BNSF Railway who are also executive officers
of BNSF Corporation shall be approved in accordance with the Burlington Northern
Santa Fe Corporation Compensation and Development Committee
Charter.





7.0           AWARD
PAYMENT





The ICP
Committee will select the payment date at its discretion as soon as practicable
after the close of the year and completion of performance evaluations, provided,
however, that the payment date shall be no later than the 15th day of the third
month following the close of the year unless unforeseeable events make it
impractical to make the payments by such date. ICP awards are subject to all
usual tax and withholding requirements.





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, 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 will be
amended to the extent determined necessary or appropriate by the Committee) to
avoid such acceleration and penalties.





NOTE:  Annual
ICP awards under the Plan shall not exceed 200% of the target award set for the
year, beginning with awards earned in 2008.  If the Company fails to
meet its financial threshold objectives, then no ICP awards (companywide or
individual) shall be due or payable for that year above 200 percent of target
for each non-financial measure except to the extent that the ICP Committee shall
decide, in its discretion, that ICP awards shall nevertheless be paid above that
level (provided, however, that with respect to any employees who are executive
officers of BNSF Corporation, the Compensation and Development Committee and the
Board of Directors of BNSF Corporation must concur in this decision, provided,
however, that in the case of the Chief Executive Officer, only the independent
directors on the BNSF Corporation Board of Directors must concur in this
decision).





8.0           COMMUNICATIONS





The Plan
administrator, under the direction of the ICP Committee, shall be responsible
for maintaining records and communicating information concerning the
ICP.





9.0           TERMINATION
OR AMENDMENT





The ICP
shall remain in effect until terminated or ended by the Board of Directors or
the ICP Committee. However, if a Change in Control shall have occurred during
the term of this Plan, this Plan shall continue in effect through the end of the
year in which such Change in Control occurred, during which time the Company is
contractually bound to maintain the Plan, and provided further that the
membership of the Committee cannot be changed during such period.





A “Change
in Control” shall be deemed to have occurred if:





(a)           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 BNSF
Corporation, any trustee or other fiduciary holding securities under an employee
benefit plan of BNSF Corporation, or any company owned, directly or indirectly,
by the stockholders of BNSF Corporation in substantially the same proportions as
their ownership of stock of BNSF Corporation), is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of BNSF Corporation representing 25% or more of the
combined voting power of BNSF Corporation’s then outstanding
securities;





(b)           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 of BNSF Corporation, and any new director (other
than a director designated by a person who has entered into an agreement with
BNSF Corporation to effect a transaction described in clause (a), (c) or (d) of
this definition) whose election by the Board of BNSF Corporation or nomination
for election by BNSF Corporation’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;





(c)           the
stockholders of BNSF Corporation approve a merger or consolidation of BNSF
Corporation with any other company other than (i) a merger or consolidation
which would result in the voting securities of BNSF Corporation 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
BNSF Corporation (or such surviving entity) outstanding immediately after such
merger or consolidation, or (ii) a merger or consolidation effected to implement
a recapitalization of BNSF Corporation (or similar transaction) in which no
“person” (as hereinabove defined) acquires more than 25% of the combined voting
power of BNSF Corporation’s then outstanding securities; or





(d)           the
stockholders of BNSF Corporation adopt a plan of complete liquidation of BNSF
Corporation or approve an agreement for the sale or disposition by BNSF
Corporation of all or substantially all of BNSF Corporation’s assets. For
purposes of this clause (d), the term “the sale or disposition by BNSF
Corporation of all or substantially all of BNSF Corporation’s assets” shall mean
a sale or other disposition transaction or series of related transactions
involving assets of BNSF Corporation or of any direct or indirect subsidiary of
BNSF Corporation (including the stock of any direct or indirect subsidiary of
BNSF Corporation) in which the value of the assets or stock being sold or
otherwise disposed of (as measured by the purchase price being paid therefore or
by such other method as the Board of Directors of BNSF Corporation determines is
appropriate in a case where there is no readily ascertainable purchase price)
constitutes more than two-thirds of the fair market value of BNSF Corporation
(as hereinafter defined). For purposes of the preceding sentence, the “fair
market value of BNSF Corporation” shall be the aggregate market value of BNSF
Corporation’s outstanding shares of common stock (on a fully diluted basis) plus
the aggregate market value of BNSF Corporation’s other outstanding equity
securities. The aggregate market value of the shares of BNSF Corporation’s
common 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 for BNSF Corporation’s common stock for the ten trading
days immediately preceding the Transaction Date. The aggregate market value of
any other equity securities of BNSF Corporation 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 BNSF Corporation’s common stock or
by such other method as the Board of Directors of BNSF Corporation shall
determine is appropriate.





Subject
to Section 9.0 hereof, BNSF Railway and its subsidiaries reserve the right to
change Plan provisions or terminate the Plan at any time.





10.0         EFFECTIVE
DATE





This
Amended and Restated ICP is effective February 12,
2009.





11.0         NON-DUPLICATION
OF BENEFITS





The ICP
is in place of the Burlington Northern Santa Fe Incentive Compensation Plan
effective as of January 1, 1996, and there shall be no duplication of benefits
under such plan and the ICP.