BURLINGTON NORTHERN SANTA
FE


1999 STOCK INCENTIVE
PLAN








RESTRICTED
STOCK UNIT AWARD AGREEMENT








This Award Agreement ("Award Agreement")
was made and entered into this[_______________](“Grant Date”) by and between Burlington
Northern Santa Fe Corporation, a Delaware Corporation, (hereinafter "BNSF")
and





_____________________





an employee of BNSF or one of its
subsidiary companies (hereinafter "Employee").








WITNESSETH








BNSF has adopted the Burlington Northern
Santa Fe 1999 Stock Incentive Plan for Burlington Northern Santa Fe Corporation
and Related Companies (the "Plan").  The purpose of the Plan is to
attract and retain key executives possessing outstanding ability, motivate
executives to achieve the growth goals of BNSF by making a portion of their
total compensation dependent on the accomplishment of these goals and to further
the identity of the interests of the shareholders of BNSF and key executives of
BNSF and its subsidiaries by increasing the opportunities for these executives
to become shareholders.





WHEREAS, the Compensation and
Development Committee ("Committee") of the BNSF Board of Directors wishes to
encourage superior performance by the Employee by granting Employee an award of
Restricted Stock Units as defined in the Plan;





WHEREAS, the Employee desires to perform
services for BNSF and to accept said grant in accordance with the terms and
provisions of the Plan and this Award Agreement;





NOW THEREFORE, BNSF grants to the
Employee[_____]shares of Restricted Stock Units
(“Award”) with the restrictions to lapse on[_____________]as set forth below.





BNSF and Employee hereby agree that this
Award of Restricted Stock Units shall be subject to the following terms,
conditions and restrictions:





1.           
Restrictions
on Transfer.  Restricted Stock Units as
referenced in the Plan shall not be sold, pledged, assigned, transferred, or
encumbered during the period the Restricted Stock Units are subject to
restrictions set forth in this Award Agreement, and the Employee shall not be
treated as a stockholder with respect to the Restricted Stock
Units.





2.           
Stock
Power. Restricted Stock
Units awarded hereunder shall be registered in the name of the Company on behalf
of the Employee and the Employee’s acceptance of this Award Agreement
constitutes a grant by the Employee of a power of attorney authorizing a Stock
Power to be endorsed in blank prior to the distribution with respect to
the award or the forfeiture of the award.





3.           
Dividends.  As of each dividend record
date for Stock occurring on or after the Grant Date of the Restricted Stock
Units, and prior to the date of distribution of shares of Stock with respect to
the Restricted Stock Units (or, if applicable, the date of forfeiture of the
Restricted Stock Units), the Employee shall receive as wages a cash payment
equal to the amount of the dividend that would be payable with respect to shares
of Stock equivalent in number to the Restricted Stock Units held on the dividend
record date.  Such payment shall be made on the date of payment of the
applicable dividend.  Notwithstanding the foregoing, however,
in the event that an extraordinary cash dividend is paid on Stock prior to the
vesting date of the Restricted Stock Units granted herein, a cash payment shall
vest and be paid to the Employee at the same time and in the same proportion as
the Restricted Stock Units vest.





4.           
Vesting.  Subject to paragraph 5, if
the Employee's Date of Termination does not occur prior to the vesting date of
the time-based Restricted Stock Units, then the Employee shall become vested in
such Restricted Stock Units on the vesting date.  As of the vesting
date and subject to the payment of taxes, the Employee shall receive one share
of Stock for each Restricted Stock Unit in which the Employee is then vested,
subject to the terms of this Award Agreement, provided, however, that the
Company shall be entitled to retain possession of each such share of Stock for
such time as is necessary for the Company to make the distribution of each share
of Stock to the Employee.  As of the vesting date of the shares of
Stock with respect to any Units, such Units shall no longer be
outstanding.





5.           
Termination
of Employment.  The Restricted Stock Units
are forfeited upon the Employee's Date of Termination (which, for purposes of
this Award Agreement, shall be the earlier of the "Date of Termination" as
defined in the Plan or the date on which the Employee ceases to be in salaried
employment of the Company and Related Companies) for any reason other than
death, Disability, termination by the Company other than for Cause, or
Retirement.  In the event of an Employee's Date of Termination due to
death, all restrictions shall lapse and one share of the Stock for each
Restricted Stock Unit shall be issued to the Employee's designated beneficiary
or, in the absence of such designation, by the person to whom the Employee's
rights shall pass by will or the laws of descent and
distribution.In the event of an Employee's Date of
Termination due to Disability, termination by an Employer or Related Company
other than for Cause or Retirement, the restrictions shall lapse on a pro rata
portion of the Restricted Stock Units.For purposes of the
preceding sentence, the pro rata portionof the Award shall equal the
total number of Restricted Stock Units covered by this Award Agreement
multiplied by a fraction, the denominator of which is the total number of months
of the period between the Grant Date and the vesting date applicable to the
Award, and the numerator of which is the number of complete months which elapsed
between the Grant Date and the Date of Termination.  Notwithstanding
anything to the contrary set forth elsewhere in this Award Agreement, nothing is
intended to curtail any rights the Employee may have to any vesting of Stock as
set forth in the BNSF Railway Company Employee Retention Program, as amended, or
in any Severance Agreement or Change in Control Agreement which the Company may
have in effect with the Employee.  In the event that an Employee's
Date of Termination is for Cause, or the Employee resigns, all Restricted Stock
Units that are not vested on the Date of Termination shall be
forfeited.  The Restricted Stock Units shall be forfeited upon the
exercise of seniority at any time after the Grant Date.





6.           
Taxes.The Employee agrees
that BNSF or the Related Companies may require payment by Employee of federal,
state, railroad retirement or local taxes upon the vesting of an
Award.  Employee may use cash or shares to satisfy tax liabilities
incurred, provided that if shares are used, shares from the vesting Award may be
used only to satisfy (i) applicable railroad retirement taxes, and (ii) state
income taxes and federal income taxes to the extent of the Supplemental Federal
Income Tax Withholding Rate as established by the Internal Revenue
Code.  Any additional taxes may be satisfied by use of attestation of
ownership of other shares of Stock, provided, however, that the total shall not
exceed the combined maximum marginal tax rates applicable under federal and
state tax laws.  In the absence of a response from the Employee, BNSF
will use shares of Stock to satisfy the tax liabilities incurred.





7.           
Change
in Control.   In the event of
termination by the Company for reasons other than Cause in connection with and
after a Change in Control, shares of Stock shall be released as described in
Section 12.6 of the Plan or, if applicable, the Employee’s individual Change in
Control letter agreement, the BNSF Railway Company Employee Retention Program,
or such other arrangement as may be approved pursuant to the terms of the
Plan.





8.           
IRC
Section 409A.  Notwithstanding any other
provisions of this Award  Agreement to the contrary, the Company shall
not make any such payments or deliver any such shares of Stock until such time
as it may reasonably believe that such delivery will not result in acceleration
of tax or imposition of penalties under section 409A of the Internal Revenue
Code.





9.           
No Contract of
Employment.  Nothing in this Award Agreement or in
the Plan shall confer any right to continued employment with BNSF or the Related
Companies nor restrict BNSF or the Related Companies from termination of the
employment relationship of Employee at any time.





10.           
Heirs
and Successors.  This Award Agreement 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.  If any rights exercisable by the Employee or
benefits deliverable to the Employee under this Award Agreement have not been
exercised or delivered, respectively, at the time of the Employee’s death, such
rights shall be exercisable by the Designated Beneficiary, and such benefits
shall be delivered to the Designated Beneficiary, in accordance with the
provisions of this Award Agreement.  The “Designated Beneficiary”
shall be the beneficiary or beneficiaries designated by the Employee in a
writing filed with the Company in such form and at such time as the Company
shall require.  If a deceased Employee fails to designate a
beneficiary, or if the Designated Beneficiary does not survive the Employee, any
rights that would have been exercisable by the Employee and any benefits
distributable to the Employee shall be exercised by or distributed to the legal
representative of the estate of the Employee.  If a deceased Employee
designates a beneficiary and the Designated Beneficiary survives the Employee
but dies before the Designated Beneficiary’s exercise of all rights under this
Award Agreement or before the complete distribution of benefits to the
Designated Beneficiary under this  Award Agreement, then any rights
that would have been exercisable by the Designated Beneficiary shall be
exercised by the legal representative of the estate of the Designated
Beneficiary, and any benefits distributable to the Designated Beneficiary shall
be distributed to the legal representative of the estate of the Designated
Beneficiary.





11.           
No
Violation of Law.  Notwithstanding any other
provision of this Award Agreement, Employee agrees that BNSF shall not be
obligated to deliver any shares of Stock or make any cash payment, if counsel to
BNSF determines such exercise, delivery or payment would violate any law or
regulation of any governmental authority or agreement between BNSF and any
national securities exchange upon which the Stock is listed.





12.           
Conflicts.  In the event of a conflict
between the terms of this Award Agreement and the Plan or a resolution of the
Committee, the Plan or the resolution shall be the controlling
document.





13.           
Administration.  Any interpretation of this
Award Agreement by the Committee or its delegate and any decision made by the
Committee or its delegate with respect to this Award Agreement shall be final
and binding on all persons.





14.           
Amendment.  This Award Agreement may be
amended in accordance with the provisions of the Plan, and may otherwise be
amended by written agreement of the Employee and the Company without the consent
of any other person.





15.           
Terms.  Except as otherwise
provided in this Award Agreement, and except where the context clearly implies
or indicates the contrary, a word, term, or phrase defined in the Plan shall
have the same meaning in this Award Agreement.





Anything herein contained to the
contrary notwithstanding, this Award Agreement shall cease to be of any force or
effect unless executed by the Employee and delivered to the Secretary of BNSF by_____________.





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








BURLINGTON NORTHERN


SANTA
FE CORPORATION