BURLINGTON
NORTHERN SANTA FE


1999
STOCK INCENTIVE PLAN


RELOAD
STOCK OPTION AGREEMENT








This Agreement ("Agreement") was made
and entered into this _________________ by and between Burlington Northern Santa
Fe Corporation, a Delaware corporation, (hereinafter "BNSF"), and





Name








an
employee of BNSF or one of its affiliates, (hereinafter
"Employee").








WITNESSETH





WHEREAS, BNSF has adopted the
Burlington Northern Santa Fe 1999 Stock Incentive Plan ("Plan") for BNSF and
affiliated companies for the purpose of attracting and retaining employees and
creating an identity of interests of the employees with the shareholders of
BNSF;


and





WHEREAS, the Compensation and
Development Committee of the Board of Directors of BNSF, in order to encourage
superior performance by the Employee, granted the Employee an award of
non-qualified stock options with a reload feature as part of an Award grant
dated ______________ (the "Original Options"); and





WHEREAS, the Employee has exercised
some or all of the Original Options and is now entitled to a reload award with
respect to such exercised Original Options;





NOW, THEREFORE, BNSF grants to the
Employee effective _____________ a right and option to purchase, from time to
time, ___________ shares of Common Stock ("Option Shares").  The
options granted hereby (the "Options") will vest and become exercisable in six
(6) months or ____________ and remain exercisable until ____________, subject to
the terms and conditions set forth in this Agreement and the
Plan.  The Options shall be Non-Qualified Stock
Options.  Upon  exercise of the Options, the Employee shall
pay to BNSF $________ per share (hereinafter the "Option Purchase Price"), a
price equal to the weighted average mean between the highest and lowest sales on
the New York Stock Exchange Composite Transaction Report on the date of
grant.





BNSF and Employee hereby agree that
this award of Non-Qualified Stock Options shall be subject to the following
terms and conditions:





1.           
Restricted
Period.  The Option Shares shall be available for purchase six
months from the date of grant.  Fractional shares are not
exercisable.





2.           
Partial
Exercise.  The grant of Options hereunder may be exercised in
its entirety or in part and at different times during the option
period.  However, the right to exercise an Option ceases and the
Option may not be exercised if it terminates or lapses at an earlier date under
the Plan or this Agreement.





3.           
Withholding
Taxes. The Employee agrees that BNSF or its subsidiaries may require
payment by Employee of federal, state, railroad retirement or local taxes upon
the exercise of an Option.  Employee may use cash or shares to satisfy
tax liabilities incurred, provided that if shares are used, shares from the
option exercise may be used only to an amount equal to the Supplemental Federal
Income Tax Withholding Rate as established by the Internal Revenue Code and any
additional amount due must be satisfied by use of attestation of ownership of
other shares.





4.           
Exercise
Notice.  Same-day-Sale, Sell-to-Cover, and Cash exercises must
be completed through E*Trade.  Swap exercises may be completed by
written notice to the BNSF Human Resources Department, at its offices at 2500
Lou Menk Drive, Fort Worth, Texas  76131, which states the number of
shares to be exercised and shall be effective upon receipt by the Human
Resources Department.  Once the notice to exercise is delivered to
E*Trade or to the BNSF Human Resources Department, the election to exercise is
irrevocable.





5.           
Payment of Option
Purchase Price.  An Employee electing to exercise an Option
must pay the full Option Purchase Price of the Option Shares on the date of
exercise.  Payment may be made in cash or Common Stock of
BNSF.  If Common Stock is offered as payment, such shares shall be
valued at Fair Market Value on the date of exercise of the Option as defined in
the Plan.  If this Option is exercised by payment in whole or in part
by the submission of shares of BNSF Common Stock, the Employee will not be
eligible by reason of such payment for a reload option grant.





6.           
Options Not
Transferable. Unless otherwise established by the Committee, an Option
may be exercised only by the Employee, and is not transferable by the
Employee.  In the event of death, the Employee's beneficiary
designation will apply.  In the absence of such designation or if for
any reason such designation is defective, the Employee's will or the laws of
descent and distribution will apply.





7.           
Forfeiture.  Subject
to paragraph 8 and 9 below, all unexercised Options granted are forfeited by the
Employee and lapse upon termination of employment.  Options will be
forfeited by the Employee in the event of resignation, termination by the
Company for Cause, or for any other similar reason.





8.           
Death.  In
the event of an Employee's death, the Restricted Period, as defined in the Plan,
shall lapse on the Options awarded.  Options which are or become
exercisable at the time of death, may be exercised by the Employee's designated
beneficiary or in the absence of such designation, by the person to whom his/her
rights shall pass by will or the laws of descent and distribution, within five
years following the date of death and will be unexercisable thereafter, but in
no event shall the Options be exercisable after _____________.





9.           
Termination for Other
than Cause.  In the event Employee is terminated because of
Disability, Retirement or by the Company for any reason other than Cause, the
Restricted Period shall lapse on the proportion of outstanding Options, which
are then subject to a Restricted Period, subject to any limitations in the
Plan.  The Options which are or become exercisable because of the
Employee's Disability, Retirement or termination by the Company for any reason
other than Cause may be exercised by the Employee within five years following
such termination of employment and will be unexercisable thereafter, but in no
event shall the Options be exercisable after ______________.  Options
will not be exercisable within six (6) months from the date of
grant.





10.           
Change in
Capitalization.  In the event of a change in the capitalization
of BNSF due to a stock split, stock dividend, recapitalization, merger,
consolidation, combination, or similar event, the aggregate shares subject to
the Plan and the terms of any existing Awards shall be adjusted by the Board to
reflect such change.





11.           
Change in
Control.  Notwithstanding any other provision in the Plan, if a
Change in Control occurs while unexercised Options remain outstanding under the
Plan, then from and after the Acceleration Date, all Options shall be
exercisable in full, whether or not otherwise exercisable.





12.           
No Right to Continued
Employment.  Nothing in this Agreement or in the Plan shall
provide any right to continued employment with BNSF or its
subsidiaries.  BNSF or its subsidiaries may terminate employment
relationships at any time.





13.           
Violation of
Law.  Notwithstanding any other provision of this Agreement,
BNSF may refuse to recognize Employee's exercise of Options and shall not be
obligated to deliver any shares of Common Stock or make any cash payment, if
counsel to BNSF determines such exercise, delivery or payment would violate any
law, regulation of any governmental authority, or agreement between BNSF and any
national securities exchange upon which the Common Stock is listed.





14.           
Exercise After
Hardship Distribution.  Unless otherwise permitted by law and
then only at the discretion of the Compensation and Development Committee of the
Board of Directors of BNSF, in no event may any Option be exercised within 12
months after the receipt by the Employee of a distribution on account of
hardship from a qualified cash or deferred arrangement (section 401(k) plan)
maintained by BNSF or its affiliates.





15.           
Terms.  The
capitalized terms used herein shall have the same meaning as set forth in the
Plan.





16.           
Modifications.  This
Agreement can only be modified by a written agreement signed by both the
Employee and an Officer of BNSF.  In the event of a conflict between
the terms of this Agreement and the Plan, the Plan shall be the controlling
document.





IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first written
above.




BURLINGTON NORTHERN SANTA FE CORPORATION