BURLINGTON
NORTHERN SANTA FE CORPORATION




SENIOR
MANAGEMENT STOCK DEFERRAL PLAN




As
Amended Effective January 1, 2008, January 1, 2005 and November 19,
2001


Originally
Effective January 1, 1997





BURLINGTON
NORTHERN SANTA FE CORPORATION




SENIOR
MANAGEMENT STOCK DEFERRAL PLAN




Table of
Contents


Page






1.
            Purpose
            1




2.
            Eligible
      Employees
            1




3.
            Deferral
      Election
            1




4.
            Special
      Rules for Exercise of Options
            2




5.
            Withholding
            3




6.
            Deferred
      Accounts
            3




7.
            Dividends
            3




8.
            Vesting
      in Share Units
            3




9.
            Distribution
      of Account
            4




10.
            Distribution
      Elections
            4




11.
            Permissible
      Distribution Events
            4




12.
            Specified
      Dates
            4




13.
            Distributions
      after Termination.
            4




14.
            Changes
      to Distribution Elections
            6




15.
            Hardship
      Withdrawals
            6




16.
            Change
      in Control Distributions
            6




17.
            Designation
      of Beneficiary
            6




18.
            Statement
      of Deferred Accounts
            6




19.
            Election
      Forms
            6




20.
            Restrictions
      on Share Units
            6




21.
            Rights
      to Shares
            7




22.
            Plan
      Not Contract of Employment
            7




23.
            Successors
      and Assigns
            7




24.
            Administration
            7




25.
            Amendment
            7













Burlington
Northern Santa Fe Corporation






Senior Management Stock
Deferral Plan




The following sets forth the rules that
apply to the Burlington Northern Santa Fe Corporation Senior Management Stock
Deferral Plan (the “Plan”):




1.  Purpose.  The
purpose of the Plan is to permit eligible employees of Burlington Northern Santa
Fe Corporation and its principal subsidiary, The Burlington Northern and Santa
Fe Railway Company (collectively, the “Company”) to defer delivery of common
stock (“Stock”) of Burlington Northern Santa Fe Corporation otherwise
distributable to Eligible Employees (as defined below), and thereby to allow the
employees to defer a portion of their Stock income on a pre-tax
basis.  The “Effective Date” of the Plan is January 1,
1997.  The “Plan Year” is the calendar year.




2.  Eligible
Employees.  Participation in the Plan shall be limited to
“Eligible Employees.”  The determination of the persons selected as
“Eligible Employees” shall be made by the Committee (as described below), and
shall be limited to a select group of management or highly compensated
employees.  Beginning as of the Effective Date (as described below),
and until revised by the Committee, the “Eligible Employees” shall consist of
each of those Senior Management employees of the Company who: (i) is at salary
band 34 or higher; and (ii) has a total base salary plus target bonus of at
least $100,000.  An Eligible Employee who defers the delivery of Stock
in accordance with the Plan shall thereby become a “Participant” in the
Plan.




3.  Deferral
Election.  An employee may elect to defer the delivery of Stock
otherwise distributable to him or her under the Burlington Northern Santa Fe
1996 Stock Incentive Plan and any other stock-based compensation plan of the
Company, as well as any other predecessor plans and successor plans (the “Stock
Plans”) pursuant to (a) stock options (“Options”); and (b) restricted stock,
including matching stock with respect to such restricted stock (collectively,
“Restricted Stock”).  Such deferral shall be made by filing a
“Deferral Election” with the Company in accordance with the Plan, subject to the
following:




(a)
            A
      Deferral Election shall be effective only if the employee satisfies the
      requirements for an Eligible Employee at the time the Stock would have
      been delivered in the absence of the Deferral
  Election.




(b)
            A
      Participant’s Deferral Election with respect to Restricted Stock or
      Options shall identify the shares to be covered by the election, and may
      apply to all or any portion of the shares of such stock, provided that if
      the Participant elects deferral of an award of Restricted Stock or Options
      worth $20,000 or less, the entire stock award shall be subject to the
      Deferral Election.  The election with respect to Restricted
      Stock must be made prior to the date of grant of the Restricted Stock (or
      such earlier date established by the Committee), and will be
      irrevocable.




(c)
            A
      Participant’s Deferral Election with respect to Options shall identify the
      Options that are covered by the election, and may apply to any
      non-qualified stock option that is outstanding on the date the Deferral
      Election is made; provided that any Deferral Election shall apply to all
      (but not less than all) of the shares subject to any outstanding
      non-qualified stock options granted to the Participant on any grant
      date.  The same deferral period shall apply to all Options
      granted to a Participant on a single grant date, but, subject to the Plan,
      the Participant may elect different deferral periods for Options granted
      on different grant dates.  A Deferral Election may be made with
      respect to the delivery of Option stock by an Eligible Employee at any
      time the employee holds Options, except that no election may be made after
      the Participant's Termination of Employment.  The Deferral
      Election with respect to any Option will be
  irrevocable.




(d)
            The
      Deferral Election with respect to any shares of Stock shall specify the
      method of distribution of those shares at the end of the deferral period,
      as elected by the Participant and subject to the terms of the
      Plan.




(e)
            A
      Deferral Election will be deemed to be filed with the Company on the date
      it is received by the Director of
Compensation.




(f)
            Notwithstanding
      any other provisions of the Plan, no deferrals may be made into the Plan
      after December 31, 2004, and no Deferral Election may be made after
      December 31, 2004.




4.  Special Rules for Exercise
of Options.  The exercise of an Option subject to a Deferral
Election shall be subject to the following:




(a)
            The
      Deferral Election for any Option shall be effective for Option exercises
      occurring on or after the six-month anniversary of the date of such
      election.  The Deferral Election shall remain in effect for the
      period specified in such election but shall not be less than one
      year.  The Deferral Election shall expire upon the earlier of
      the date set forth in such election or the Option expiration
      date.




(b)
            After
      the Deferral Election is filed for any Option but before it becomes
      effective, the Option shall not be exercisable; provided, however, that
      the Deferral Election shall be cancelled, and the Option shall become
      exercisable (to the extent that it would have otherwise have been
      exercisable in the absence of the Deferral Election) upon the occurrence,
      prior to the date the election has become effective, of either a Change in
      Control or the Participant's Termination of
  Employment.




(c)
            Subject
      to the Plan, Options providing for deferred delivery of Option stock may
      be exercised by delivery to the Secretary of the Company of a notice of
      exercise specifying the number of shares to be purchased, and accompanied
      by shares of Stock then owned by the Participant having value sufficient
      to satisfy the exercise price (or, if permitted by the Company, by
      submitting a signed statement to the Director of Compensation that the
      Participant then owns sufficient shares).  The Company shall
      require evidence or attestation that the shares have been continuously
      owned by the Participant for not less than six months prior to the
      exercise.  For purposes of the foregoing requirement as to
      continuous ownership of shares, (i) shares subject to deferred delivery
      are not deemed owned until delivery occurs, and (ii) continuous ownership
      of the shares shall be deemed interrupted by delivery for a prior option
      exercise (so that the same shares may not be used to satisfy the purchase
      price of an Option more than once in any six-month
      period).  Shares which are delivered by the Participant to
      satisfy the exercise price shall be returned to the Participant as soon as
      practicable after delivery and
exercise.




5.  Withholding.  Any
tax withholding due at the time of crediting of Share Units to a Participant’s
Deferred Account, or at the time of vesting of such Share Units, shall be
payable by the Participant by check to the Company.  The Participant
may elect to have the withholding obligation which arises upon distribution of
the Deferred Account satisfied by the Stock credited to the Participant’s
Deferred Account (or that would otherwise be credited to that account)
sufficient to satisfy the withholding obligation.




6.  Deferred
Accounts.  The Company shall establish a Deferred Account (or
more than one Deferred Account, as described below) for each
Participant.  A separate Deferred Account shall be established for
each separate Restricted Stock award that is subject to deferral, and for each
exercise of an Option award that is subject to deferral.  Each
Deferred Account for a Participant shall be subject to the following
adjustments:




(a)
            For
      each Restricted Stock award subject to deferral, the Participant’s
      Deferred Account established for that award will be credited with the
      number of Share Units equal to the number of shares of Stock that the
      Participant would have received in the absence of the deferral, with such
      crediting occurring as of the date the shares would have been distributed
      in the absence of the deferral.




(b)
            For
      each Option award subject to deferral, the Participant’s Deferred Account
      established for that award will be credited with the number of Share Units
      equal to the net additional number of shares of Stock resulting from the
      Option exercise that the Participant would have received in the absence of
      the deferral, with such crediting occurring as of the date the shares
      would have been distributed in the absence of the
  deferral.




(c)
            As
      of the date of any distribution of shares of Stock with respect to a
      Participant's Deferred Account under the Plan, the Share Units credited to
      a Participant's Deferred Account shall be reduced by the number of Shares
      distributed to the Participant.




(d)
            The
      number of Share Units to be credited to a Participant’s Deferred Account
      in accordance with paragraphs (a) and (b), and the number of Share Units
      in the Deferred Account balance as of any date, shall be equitably
      adjusted by the Company for any change in the outstanding shares of common
      stock of the Company by reason of any stock dividend, split, spinoff,
      recapitalization or other similar change, to the same extent such
      adjustments would be made under the applicable Stock Plan with respect to
      shares of Stock, as necessary to preserve the benefit of the Plan for the
      Participant and the Company.




7.  Dividends.  As
of each dividend record date for Stock occurring on or after the date any
Share Units are credited to a Deferred Account of a Participant, and prior to
the date of distribution of shares of Stock with respect to those Share Units
(or, if applicable, the date of forfeiture of the Share Units), the Participant
shall receive a cash payment equal to the amount of the dividend that would be
payable with respect to the number of shares of Stock equal to the number of
Share Units credited to the Participant’s Deferred Account on the dividend
record date, with such payment made on the date of payment of the applicable
dividend.




8.  Vesting in Share
Units.  The vesting provisions that would have been applicable
to the shares of Stock in the absence of a Deferral Election shall apply to
Share Units credited to the Participant’s Deferred Account as though each Share
Unit represented one share of Stock; provided that dividends shall be fully
vested, to the extent that such dividends are payable with respect to Stock for
record dates occurring on or after the date the Share Units are credited to the
Participant’s Deferred Account and prior to any forfeiture of Share Units, and
would have been vested if the Stock were not subject to a Deferral
Election.




9.  Distribution of
Account.  The Participant shall receive a distribution of
shares of Stock equal to the number of Share Units credited to each of his or
her Deferred Accounts (excluding Share Units that are not vested), in accordance
with the terms of the applicable Deferral Election and subject to the terms of
the Plan.  Such shares may consist, either in whole or in part, of the
Company's authorized and unissued Stock or shares of the Company's authorized
and issued Stock reacquired by the Company and held in its
treasury.




10.  Distribution
Elections.  Subject to the provisions of the Plan,
distributions with respect to a Participant’s Deferred Accounts shall be made in
accordance with the election of the Participant.  Except as otherwise
provided in the Plan, the Participant may make a different distribution election
with respect to each Deferred Account.  Notwithstanding any other
provisions of the Plan, distribution elections must be made not later than
December 31, 2004, and distribution elections on file on December 31, 2004,
shall be irrevocable as of such date.  In the absence of a
distribution election, a Participant’s Deferred Account shall be distributed in
a lump sum within 60 days after Termination of Employment.




11.  Permissible Distribution
Events.  Notwithstanding anything to the contrary in any
Participant’s Deferral Election, no distributions with respect to any Deferred
Account (other than Grandfathered Accounts (as defined below)) shall be made at
any time or upon any event that is not a permissible payment event within the
meaning of Treas. Reg. § 1.409A-3(a)(1)-(6), and any provision in any such
Deferral Election to the contrary shall be null and void.  In the
event that, after giving effect to the foregoing sentence, a Participant’s
Deferral Election does not contain any such permissible payment event, the
applicable Deferred Account balance shall be distributed in a lump sum within 60
days after Termination of Employment.  A "Grandfathered Account” is
any Deferred Account that is exempt from the application of Section 409A of
the Internal Revenue Code of 1986, as amended, by virtue of Treas. Reg. §
1.409A-6.




12.  Specified
Dates.  A Participant’s Deferral Election for any Deferred
Account may provide that all of a Deferred Account balance will be paid on a
specified date, whether or not the Participant is employed by the Company or its
subsidiaries on such date; provided, however, that such date must be not less
than three years from the date on which the Deferral Account is
established.  Distributions made to a Participant on a date specified
in the Participant’s Deferral Election will be made in a lump sum on such
date.




13.  Distributions after
Termination.




(a)
            Termination of
      Employment.  For purposes of the Plan and any Deferral
      Election, “Termination of
      Employment”
      (including references to an individual’s employment termination, and an
      individual’s terminating employment) shall mean the individual ceasing to
      be employed by the Company and the Affiliates(as defined below), subject to the
      following:




(1)  The employment relationship will be
deemed to have ended at the time the employee, the Company and the Affiliates
reasonably anticipate that thelevel of bona fide services the employee
would perform for the Companyand the Affiliatesafter 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
Companyand the
Affiliatesif the employee
has performed services for the Companyand the Affiliatesfor 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'sand the Affiliates’payroll after such date.Such determination shall be
made in accordancewith, and in a manner intended to comply
with,the meaning of"separation from service"
(as defined in Treas. Reg.§ 1.409A-1).




(2)  The employment relationship will
be treated as continuing intact while the employee is on a bona fide leave of
absence (determined in accordance with, and subject to,Treas. Reg.
§1.409A-1(h)).




(3)  For
purposes of the Plan, “Affiliate” means any entity with which the Company is
considered to be a single employer under Section 414(b) or Section 414(c)


of the Code.





(b)
            Retirement.  A
      Participant’s Deferral Election for any Deferred Account may provide that
      the Deferred Account balance will be paid after the Participant’s
      Termination of Employment by reason of Retirement, in a lump sum, or in
      equal annual payments over a period of from two (2) to fifteen (15)
      years.  If distributions are made under this paragraph (b), all
      of the Participant’s Deferred Account balances shall be paid in the same
      manner.  Distributions following Termination of Employment by
      reason of Retirement will be made or commence not later than 60 days after
      the Participant’s date of Termination of Employment.  A
      Participant’s Termination of Employment will be considered by reason of
      “Retirement” if the Participant’s termination occurs after the Participant
      has attained age 55 and completed at least ten (10) years of service;
      provided that in 2008, a Participant’s Termination of Employment will be
      considered by reason of “Retirement” if the Participant’s termination
      occurs at the earlier of: (i) after the Participant has attained age 55
      and completed at least ten (10) years of service; or (ii) after the
      Participant has attained age 65.




(c)
            Termination before
      Retirement.  A Participant’s Deferral Election for any
      Deferred Account may provide that the Deferred Account balance will be
      paid after the Participant’s Termination of Employment prior to Retirement
      and death but only in a lump sum.  Payments under this paragraph
      (c) shall be made within 60 days following the Participant’s Termination
      of Employment.




(d)
            Death.  A
      Participant’s Deferral Election for any Deferred Account may provide that
      the Deferred Account balance will be paid after the Participant’s death in
      a lump sum.  Distributions following death will be made no later
      than 60 days after the Participant’s date of
  death.




(e)
            Beneficiary. If
      a Participant dies after Termination of Employment, but prior to receiving
      all of his or her benefits under the Plan, the Participant’s beneficiary
      will continue to receive the benefits at the time they would have been
      distributed to the Participant if the Participant had
      survived.




(f)
            Specified
      Employee.  Notwithstanding any other provision of the
      Plan, in the case of a Participant who is a “Specified Employee,” as
      defined in this paragraph (f), at the time of the Participant’s
      Termination of Employment, distributions with respect to the Participant’s
      Deferred Account following the Participant’s Termination of Employment may
      not be made before the first day of the month following the date that is
      six months after the date of Termination of Employment.  Any
      payment to which a Specified Employee would otherwise be entitled prior to
      the expiration of such six-month period shall be paid, without interest,
      on the first day of the month following the date that is six months after
      the date of Termination of Employment.  For purposes of the
      Plan, “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 Burlington Northern Santa Fe Corporation or his or her delegate
      from time to time.




14.  Changes to Distribution
Elections.  [Reserved]




15.  Hardship
Withdrawals.  In the discretion of the Committee, upon a
showing of hardship, a Participant may receive a distribution with respect to
Share Units credited to his or her Deferred Accounts prior to the date otherwise
scheduled for distribution.  Notwithstanding the previous provisions
of this section, no hardship withdrawals will be permitted after December 31,
2004.




16.  Change in Control
Distributions.  All Deferral Elections shall be cancelled upon
the occurrence of a Change in Control, and all shares shall be delivered within
60 days after the date of such Change in Control.  For purposes of the
Plan, the term “Change in Control” shall have the meaning set forth in the
Burlington Northern Santa Fe 1996 Stock Incentive Plan, as it may be amended
from time to time, provided that a Change in Control shall only deemed to have
occurred to the extent such transaction or event also constitutes a “change in
the ownership or effective control” of the Company or a “change in ownership of
a substantial portion of the assets” of the Company, in each case within the
meaning of Treas. Reg. § 1.409A-3(a)(5).




17.  Designation of
Beneficiary.  Each Participant from time to time, by signing a
form furnished by the Committee, may designate any legal or natural person or
persons (who may be designated contingently or successively) to whom his or her
benefits under the Plan are to be paid if the Participant dies before receiving
all of his or her benefits.  A beneficiary designation form will be
effective only when the signed form is filed with the Company while the
Participant is alive and will cancel all beneficiary designation forms filed
earlier.  If a deceased Participant failed to designate a beneficiary
as provided above, or if the designated beneficiary of a deceased Participant
dies before the Participant or before complete payment of the Participant's
benefits, the benefits shall be paid to the legal representative or
representatives of the estate of the last to die of the Participant and
designated beneficiary.




18.  Statement of Deferred
Accounts.  As soon as practicable after the end of each Plan
Year, the Company shall provide each Participant with a statement of the
transactions in each of his or her Deferred Accounts during that year and his or
her Deferred Account balances as of the end of the year.




19.  Election
Forms.  Participant election forms made under the Plan shall be
in such form as may be established by the Committee.  The Committee
may establish additional rules applicable to such elections as may be set forth
in the election forms.




20.  Restrictions on Share
Units.  Until distribution, Share Units may not be sold,
assigned transferred, pledged or otherwise encumbered, and the Participant shall
not be treated as a stockholder with respect to Share Units.




21.  Rights to
Shares.  Neither the Participant nor any other person shall, by
reason of the Plan, acquire any right in or title to any assets, funds or
property of the Company whatsoever prior to the date shares of Stock are
distributed.  The Participant shall have only a contractual right to
the shares and cash distributable under the Plan, unsecured by any assets of the
Company or any subsidiary.




22.  Plan Not Contract of
Employment.  The Plan does not constitute a contract of
employment, and does not give the Participant the right to be retained in the
employ of the Company.




23.  Successors and
Assigns.  The Plan shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company's assets and business.




24.  Administration.  The
authority to manage and control the operation and administration of the Plan
shall be vested in the BNSF Employee Benefits Committee (the
“Committee”).  The Committee is authorized to make appropriate
modifications of the Stock award agreements (including Stock Option and
Restricted Stock agreements) to reflect Deferral Elections under the
Plan.  Subject to the provisions of the Plan, 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.  Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is final and binding on all
persons.  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 and, except as
otherwise provided by the Committee from time to time, the Committee delegates
its responsibilities to the Human Resources Department.  Any such
allocation or delegation may be revoked by the Committee at any
time.




25.  Amendment.  The
Plan may be amended from time to time by the Chief Executive Officer of the
Company, and additional rules may be established by the Chief Executive Officer
of the Company, except that amendments of the rules relating to distributions of
the Chief Executive Officer’s benefits may be amended by the Chief Executive
Officer only with the approval of the Committee.




The
Burlington Northern Santa Fe Corporation Senior Management Stock Deferral Plan
is hereby adopted, effective January 1, 1997 by Burlington Northern Santa Fe
Corporation.