Exhibit 10.37



BURLINGTON NORTHERN SANTA FE CORPORATION



EXECUTIVE OFFICER COMPENSATION FOR 2007



Annual Cash Compensation



Base Salary  Set forth below are the base salaries of the Chief Executive Officer and each of the four most highly compensated
executive officers in 2006 and their increased annual base salaries effective February 1, 2007. On an annual basis, the salaries of all named executive officers are reviewed and adjusted as appropriate. Various factors are considered, including
job responsibilities, accountability, performance and the competitive compensation market, which consists of companies from general industry (excluding the financial industry) with revenue comparable to the Company (comparison group).



Incentive Compensation Plan (ICP)
Target  Named executive officers are eligible for annual performance-based cash awards under the Companys ICP, as are all salaried employees. For each named executive officer, targets for total annual cash compensation (base salary
plus the annual incentives paid if the Companys performance goals and objectives are met) are set to approximate the 50thpercentile of the comparison group. For 2006, the Compensation and Development Committee of the Board of Directors (Compensation Committee) designated the ICP awards to be granted to named executive officers as
Performance-Based Compensation and established cash flow (from operations) as the performance measure. Under the ICP, each such performance-based award to a named executive officer is conditioned on achievement of this performance measure. The
Compensation Committee decided that if the performance measure is met, it would then consider performance against the Companys 2007 annual corporate goals and objectives, which serve as the ICP goals for all other salaried employees, as
factors that would be considered in determining the actual ICP awards to be made to the named executive officers. The 2007 annual corporate goals and objectives are weighted at 55 percent for earnings per share (from continuing operations), 5
percent for each of 6 velocity components (locomotive, agricultural-car and merchandise-car miles per day per active road fleet; coal cycle index; and intermodal container and trailer transit days), and 15 percent for safety (5 percent for personal
injuries and 10 percent for lost and restricted time.



Long-Term
Incentives



For each named
executive officer, the total direct compensation target (total annual cash compensation plus non-cash long-term incentives paid if the Companys performance goals and objectives are met) is set at or near the 60thpercentile of the comparison group. On an annual basis, all named executive officers are awarded stock-based long-term
incentive compensation under the Companys 1999 Stock Incentive Plan (the Stock Plan). In addition to serving as a key component of the named executive officers total direct compensation, these awards are designed to encourage
ownership in the Company and to align the interests of named executive officers with those of shareholders. To further facilitate that ownership, the Company has established stock ownership goals for each named executive officer. The equity grants
and the ownership guidelines support the Companys compensation objectives and encourage named executive officers to focus on the types and



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levels of performance that lead to increased stock price and improved shareholder returns. Various factors are considered in determining the target long-term
incentive award levels for individual named executive officers, including job responsibilities, accountability, performance, comparison group data, stock price, and the value of prior years long-term incentive awards on the dates of grant. The
Compensation Committee decides annually the mix of long-term incentives, based on the Companys objectives. Stock options cannot be issued with an exercise price below the fair market value of the Company common stock on the date of grant,
defined in the Stock Plan as being the mean between the high and low quoted sales prices on the date of grant, thus ensuring that recipients will benefit only when the price of the Companys stock appreciates. Named executive officers holding
restricted stock units (RSUs), or who are awarded performance stock, do not have any rights of a shareholder, but those holding RSUs have the right to receive a cash payment equivalent to regular dividends at such times and in such amounts as they
are paid on the Companys common stock. Dividends are paid on restricted stock, and the shares may be voted.



Matthew Rose

Chairman, President and Chief Executive Officer



|      |  |      |          
|----- |  | ---- | ---------
|      |  | Base
|2006  |  | $    | 1,100,000
|2007* |  | $    | 1,135,000



Thomas Hund

Executive Vice President and Chief Financial Officer



|      |  |      |        
|----- |  | ---- | -------
|      |  | Base
|2006  |  | $    | 487,700
|2007* |  | $    | 504,800



Carl Ice

Executive Vice President and Chief Operations Officer



|      |  |      |        
|----- |  | ---- | -------
|      |  | Base
|2006  |  | $    | 535,600
|2007* |  | $    | 554,300



John Lanigan

Executive Vice President and Chief Marketing Officer







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|      |  |      |        
|----- |  | ---- | -------
|      |  | Base
|2006  |  | $    | 515,000
|2007* |  | $    | 533,000



Jeffrey Moreland

Executive Vice President Public Affairs



|      |  |      |        
|----- |  | ---- | -------
|      |  | Base
|2006  |  | $    | 468,700
|2007* |  | $    | 485,100



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|* | Salary increases from 2006 levels are effective February 1, 2007
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