Exhibit
10.1




As
Amended and Restated February 13, 2008








BURLINGTON NORTHERN SANTA
FE


NON-EMPLOYEE DIRECTORS' STOCK
PLAN








SECTION
1





GENERAL





1.1.           
Purpose.  The Burlington Northern
Santa Fe Non-Employee Directors' Stock Plan (the "Plan") has been established by
Burlington Northern Santa Fe Corporation (the "Company") to promote the
interests of the Company and its stockholders by enhancing the Company's ability
to attract and retain the services of experienced and knowledgeable directors
and by encouraging such directors to acquire an increased proprietary interest
in the Company.





1.2.           
Operation
and Administration.  The operation and
administration of the Plan shall be subject to the provisions of
Section 4.  Capitalized terms in the Plan shall be defined as set
forth in Section 7 or elsewhere in the Plan.





SECTION
2





OPTION
AWARDS





2.1.           
Terms
and Conditions.





Each Option Award granted under the Plan
shall be evidenced by an agreement and shall comply with the following terms and
conditions:





(a)         
The Board may from time to time
grant Option Awards to one or more Eligible Directors.





(b)         
The option exercise price shall be
the Fair Market Value of the Stock subject to such Option Award on the date of
grant.





(c)  The Option Award shall not be sold,
assigned, transferred, pledged or otherwise encumbered, other than by will or
the laws of descent and distribution, unless the Participant has made an
irrevocable election to receive a transferable option with the Secretary of the
Company prior to the date of grant or as may be required by rules established by
the Board.  Such transferable Option Awards may be transferred by a
Participant for no consideration to or from the Participant's Immediate Family
(including, without limitation, to a trust for the benefit of a Participant's
Immediate Family or a Family Partnership for members of the Immediate Family),
and the transferee shall remain subject to all of the terms and conditions
applicable to such Option Award prior to such transfer.





(d)           
The Option Awards under this
subsection 2.1 shall be subject to the vesting provision set forth in
subsection 2.2.





2.2.           
Vesting.  Option Awards shall be
exercisable commencing one (1) year from the date of grant.  A
Participant who ceases to be a Director shall forfeit any Option Award which is
not vested on his Date of Termination; provided, however, that (i)
if a Participant ceases to be a Director by reason of his Retirement, death, or
Disability, all of his Option
Awards that are not then vested shall become vested; and (ii) any portion
of an Option Award that is held by an individual serving as a Director on the
date of a Change in Control that is not then vested shall vest on the date of
the Change in Control.





2.3.           
Exercise.  To the extent that an
Option Award is exercisable, it may be exercised in whole or in part by filing a
written notice with the Secretary of the Company at its corporate headquarters
prior to the date the Option expires.  Such notice shall specify the
number of shares of Stock which the Participant elects to purchase, and shall be
accompanied by payment of the exercise price for such shares of Stock indicated
by the Participant's election.  Payment shall be by cash or by check
payable to the Company, except that all or a portion of such required amount may
be paid by delivery of shares of Stock having an aggregate Fair Market Value
(valued as of the date of exercise) that is equal to the amount of cash which
would otherwise be required.





2.4.           
Expiration.  An Option Award granted to
a Director shall expire on the tenth anniversary of the Award Date; provided,
however, that in no event shall the Option Award be exercisable after the first
anniversary of the Date of Termination of the Director.





SECTION
3





RESTRICTED
STOCK UNIT AWARDS





3.1.           
Terms
and Conditions.Subject to the terms of this Section 3, a Restricted Stock Unit
entitles an Eligible Director to receive one share of Stock for the unit at the
end of a vesting period in accordance with subsection 3.4 and to the extent
provided by the Award with the vesting of such unit also to be contingent upon
such conditions as may be set forth in the Award.  During any period in which Restricted
Stock Units are outstanding and have not been settled in Stock, the Eligible
Director shall not have the rights of a stockholder, but shall have the right to
receive a payment from the Company in lieu of a dividend in an amount equal to
such dividends and at such times as dividends would otherwise be
paid.





3.2.           
Grant.As of the date of each
Annual Meeting (or, if later, the date that is two business days after the
release of the Company's earnings results for the first quarter of the year),
each Director who is an Eligible Director as of the date of such Annual Meeting
shall be granted, under this Section 3.2, a Restricted Stock Unit Award of
a number of units with a grant date fair value, as measured by SFAS 123R, of
$180,000, rounded to the nearest 10 units.  If an individual becomes
an Eligible Director during a Plan Year on a date other than the date of the Annual Meeting for such Plan
Year, he shall be granted under this Section3.2,on the first business day on which he
is an Eligible Director,a Restricted Stock Unit
Award in the amountdetermined in accordance with the
preceding sentencereduced
pro-rata to reflect the portion of the Plan Year that has elapsed prior to the
date on which he becomes an Eligible Director.The foregoing provisions of
this Section 3.2 shall apply with respect to Restricted Stock Units granted
under the Plan after December 31, 2007.Notwithstanding the foregoing
provisionsof this Section
3.2, the number of shares covered by Restricted Stock Unit Awardsgranted
under the Plan prior to January 1, 2008 shall be determined in accordance with
paragraphs 3A.2(a) and 3A.2(b) as in effect prior to the amendment and
restatement of the Plan as set forth herein.





3.3.           
Vesting.  Restricted Stock Unit
Awards granted to a Director in any Plan Year shall vest on the last day of the
Plan Year in which granted,  provided that the Director serves on the
Board until such date.  A Director who does not serve on the Board at
least until the last day of the Plan Year in which such Restricted Stock Unit
Award was granted, shall forfeit such Restricted Stock Unit
Award.Notwithstanding the foregoing,(i)if the Director ceases to be
a Director by reason of the Director'sdeath,
Disabilityor
Retirement,all of his Restricted Stock Unit Awards
that are not then vested shall become vested, and (ii) all Restricted Stock
Unit Awards that are held by an individual serving as a Director on the
dateof a Change in Control
that are not vested shall become vested on the date of the Change in
Control.





3.4.           
Payment.  The shares of Stock
underlyingRestricted Stock Unit Awards that have vested on or prior to
the Date of Termination of an Eligible Director's service on the Board (as
determined pursuant to Section 3.3) shall be payable on such Date of Termination
(or within 30 days thereafter, subject to Treas. Reg.
Section 1.409A-3(i)(2).





3.5.Limit
on Restricted Stock Units.  Restricted Stock Units
granted as a Restricted Stock Unit Award may not be sold, assigned, transferred,
pledged or otherwise encumbered.





SECTION
4





OPERATION
AND ADMINISTRATION





4.1.           
Effective
Date.





(a)         
The Plan was established at the time of the Company's 1996 Annual Meeting, and
was amended and restated September 21, 2006. To satisfy the requirements of
section 409A of the Internal Revenue Code (“Section 409A”) and make certain
other changes, the Plan is amended, restated and continued effective as of
January 1, 2005 (the "Effective Date" of the Plan as set forth
herein).  Except as otherwise specifically provided in the Plan to the
contrary, the Plan as set forth herein shall apply to Awards outstanding under
the Plan on or after the Effective Date.  Awards that are not
outstanding on or after the Effective Date, will be subject to the applicable
provisions of the Plan as in effect from time to time prior to the Effective
Date.





(b)         
Notwithstanding the foregoing provisions of paragraph (a) of this Section 4.1,
Retainer Stock Awards shall be governed by the provisions of Section 3 of the
Plan as in effect prior to this amendment and restatement of the Plan. However,
any Retainer Stock Awards outstanding on or after the Effective Date, will also
be subject to the applicable terms of the Plan as amended and restated as set
forth herein and, with respect to any such Retainer Stock Awards, the provisions
of the Plan as set forth herein shall govern in the event of an inconsistency
between such provisions and the terms of the Plan as previously in
effect.





(c)         
The Plan shall be unlimited in duration and, in the event of Plan termination,
shall remain in effect as long as any Awards are outstanding.





4.2.           
Shares
Subject to Plan.  The shares of Stock with
respect to which Awards may be made under the Plan shall be shares currently
authorized but unissued or currently held or subsequently acquired by the
Company as treasury shares, including shares purchased in the open market or in
private transactions.  Subject to the provisions of
subsection 4.3, the number of shares of Stock which may be issued with
respect to Awards under the Plan shall not exceed 300,000 shares in the
aggregate.  Except as otherwise provided herein, any shares subject to
an Award which for any reason expires or is terminated without issuance of
shares (whether or not cash or other consideration is paid to a Participant in
respect of such Award) shall again be available under the
Plan.





4.3.           
Adjustments
to Shares.  If
the Company shall effect a reorganization, merger, or consolidation, or similar
event or effect any subdivision or consolidation of shares of Stock or other
capital readjustment, payment of stock dividend, stock split, spin-off,
combination of shares or recapitalization or other increase or reduction of the
number of shares of Stock outstanding without receiving compensation therefor in
money, services or property, then the Committee (as defined below) shall adjust
equitably and proportionally (i) the number of shares of Stock available
under the Plan; (ii) the number of shares available under any individual or
other limits; (iii) the number of shares of Stockor Restricted
Stock Unitssubject to outstanding
Awards; and (iv) the per-share price under any outstanding Award to the
extent that the Participant is required to pay a purchase price per share
with respect to the Award.  However, in no event shall this Section
4.3 be construed to permit a modification (including a replacement) of an Option
Award if such modification either: (i) would result in accelerated recognition
of income or imposition of additional tax under Section 409A; or (ii)
would cause the Option Award subject to the modification (or cause a replacement
Option Award) to be subject to Section 409A, provided that the restriction of
this clause (ii) shall not apply to any Option Award that, at the time it is
granted, is designated as being deferred compensation subject to Section
409A.





4.4.           
Limit
on Distribution.  Distribution of shares of
Stockor Restricted Stock Unitsor other amounts under the Plan shall
be subject to the following:





(a)         
Notwithstanding any other
provision of the Plan, the Company shall have no liability to issue any shares
of Stockor Restricted Stock Unitsunder the Plan or make any other
distribution of benefits under the Plan unless such delivery or distribution
would comply with all applicable laws and the applicable requirements of any
securities exchange or similar entity.





(b)         
The Committee shall add such
conditions and limitations to any Award to any Participant who is subject to
Section 16(a) and 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as is necessary to comply with such Section 16(a) or
16(b) and the rules and regulations thereunder or to obtain any exemption
therefrom.





(c)         
To the extent that the Plan
provides for issuance of certificates to reflect the transfer of shares of
Stock, the transfer of such shares may, at the direction of the Committee, be
effected on a non-certificated basis, to the extent not prohibited by the
provisions of Rule 16b-3 under the Exchange Act or any other applicable
rules.





4.5.           
Taxes.  All Awards and other
payments under the Plan are subject to all applicable taxes which shall be
obligations of the Participant.





4.6.           
Distributions
to Disabled Persons.  Notwithstanding any other
provision of the Plan, if, in the Committee's opinion, a Participant or other
person entitled to benefits under the Plan is under a legal disability or is in
any way incapacitated so as to be unable to manage his financial affairs, the
Committee may direct that payment be made to a relative or friend of such person
for his benefit until claim is made by a conservator or other person legally
charged with the care of his person or his estate, and such payment or
distribution shall be in lieu of any such payment to such Participant or other
person.  Thereafter, any benefits under the Plan to which such
Participant or other person is entitled shall be paid to such conservator or
other person legally charged with the care of his person or his
estate.





4.7.           
Administration.  The authority to control
and manage the operation and administration of the Plan shall be vested in a
committee (the "Committee") in accordance with
Section 5.





4.8.           
Form
and Time of Elections.  Any election required or
permitted under the Plan shall be in writing, and shall be deemed to be filed
when delivered to the Secretary of the Company.





4.9.           
Agreement
With Company.  Each Award granted under
Sections 2 and 3 shall be evidenced by an Agreement (an "Agreement") duly
executed on behalf of the Company and by the Participant to whom such Award is
granted and dated as of the applicable date of grant.  Each Agreement
shall comply with and be subject to the terms of the Plan.





4.10.        
  Evidence.  Evidence required of anyone
under the Plan may be by certificate, affidavit, document or other information
which the person acting on it considers pertinent and reliable, and signed, made
or presented by the proper party or parties.





4.11.           Action
by Company.  Any
action required or permitted to be taken by the Company shall be by resolution
of the Board, or by action of one or more members of the Board (including a
committee of the Board) who are duly authorized to act for the board, by a duly
authorized officer of the Board, or (except to the extent prohibited by the
provisions of Rule 16b-3 or any other applicable rules) by a duly authorized
officer of the Company.





4.12.            Gender
and Number.  Where the context admits,
words in any gender shall include any other gender, words in the singular shall
include the plural and the plural shall include the
singular.








4.13.            Section
409A.  To the extent that any portion of the Plan and the
Awards under the Plan are subject to the rules applicable to nonqualified
deferred compensation plans under Section 409A, 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 may be amended to the extent determined
necessary or appropriate by the Committee) to avoid such acceleration and
penalties.The
Committee may modify the time at which any Award will be settled, paid-out,
vested or transferred if it determines that such modification may be necessary
to avoid acceleration of tax or imposition of penalties under Section
409A.  Regardless of whether the Committee modifies or fails to modify
the time at which any Award is settled, paid-out, vested or transferred, each
Director shall be solely liable for any taxes, including without limitation
taxes that may be imposed under Section 409A, penalties and interest incurred
with respect to all Awards granted to the Director under the
Plan.





SECTION
5





COMMITTEE





5.1.           
Selection
of Committee.  The Committee shall be the
Directors and Corporate Governance Committee.





5.2.           
Powers
of Committee.  The authority to manage and
control the operation and administration of the Plan shall be vested in the
Committee.  The Committee will have the authority 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.





5.3.           
Information
to be Furnished to Committee.  The Company shall furnish
the Committee with such data and information as may be required for it to
discharge its duties.  The records of the Company as to the period of
a Director's service shall be conclusive on all persons unless determined to be
incorrect.  Participants and other persons entitled to benefits under
the Plan must furnish the Committee such evidence, data or information as the
Committee considers desirable to carry out the terms of the
Plan.





5.4.           
Liability
and Indemnification of Committee.  No member or authorized
delegate of the Committee shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
his own fraud or willful misconduct; nor shall the Company be liable to any
person for any such action unless attributable to fraud or willful misconduct on
the part of a director or employee of the Company.  The Committee, the
individual members thereof, and persons acting as the authorized delegates of
the Committee under the Plan, shall be indemnified by the Company, to the
fullest extent permitted by law, against any and all liabilities, losses, costs
and expenses (including legal fees and expenses) of whatsoever kind and nature
which may be imposed on, incurred by or asserted against the Committee or its
members or authorized delegates by reason of the performance of a Committee
function if the Committee or its members or authorized delegates did not act
dishonestly or in willful violation of the law or regulation under which such
liability, loss, cost or expense arises.  This indemnification shall
not duplicate but may supplement any coverage available under any applicable
insurance.





SECTION
6





AMENDMENT
AND TERMINATION





The Board may, at any time, amend or
terminate the Plan, provided that, subject to subsection 4.3 (relating to
certain adjustments to shares), no amendment or termination may adversely affect
the rights of any Participant or beneficiary under any Award made under the Plan
prior to the date such amendment is adopted by the Board.  No
amendment or termination shall be adopted or effective if it would result in
accelerated recognition of income or imposition of additional tax under Section
409A or, except as otherwise provided in the amendment, would cause amounts that
were not otherwise subject to Section 409A to become subject to Section
409A.





SECTION
7





DEFINED
TERMS





For purposes of the Plan, the terms
listed below shall be defined as follows:





(a)
            Annual
      Meeting.  The term "Annual
      Meeting" shall mean an annual meeting of the stockholders of the
      Company.





(b)
            Award.  The term "Award"
      shall mean an award of stock options, restricted stock or restricted stock
      units granted to any person under the
  Plan.





(c)
            Board.  The term "Board"
      shall mean the Board of Directors of the
  Company.





(d)
            Change
      in Control.  A "Change in Control"
      shall be deemed to have occurred
if:





(1)
            any "person" as such term is used
      in Sections 13(d) and 14(d) of the Exchange Act (other than the
      Company, any trustee or other fiduciary holding securities under an
      employee benefit plan of the Company, or any company owned, directly or
      indirectly, by the stockholders of the Company in substantially the same
      proportions as their ownership of stock of the Company), is or becomes the
      "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Company representing 25% or
      more of the combined voting power of the Company's then outstanding
      securities;





(2)
            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, and any new director (other than a director
      designated by a person who has entered into an agreement with the Company
      to effect a transaction described in clause (1), (3) or (4) of this
      definition) whose election by the Board or nomination for election by the
      Company'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;





(3)
            the stockholders of the Company
      approve a merger or consolidation of the Company with any other company
      other than (i) a merger or consolidation which would result in the
      voting securities of the Company 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 the Company (or such
      surviving entity) outstanding immediately after such merger or
      consolidation, or (ii) a merger or consolidation effected to
      implement a recapitalization of the Company (or similar transaction) in
      which no "person" (as hereinabove defined) acquires more than 25% of the
      combined voting power of the Company's then outstanding securities;
      or





(4)
            the stockholders of the Company
      adopt a plan of complete liquidation of the Company or approve an
      agreement for the sale or disposition by the Company of all or
      substantially all of the Company's assets.  For purposes of this
      clause (4), the term "the sale or disposition by the Company of all or
      substantially all of the Company's assets" shall mean a sale or other
      disposition transaction or series of related transactions involving assets
      of the company or of any direct or indirect subsidiary of the Company
      (including the stock of any direct or indirect subsidiary of the Company)
      in which the value of the assets or stock being sold or otherwise disposed
      of (as measured by the purchase price being paid therefor or by another
      objective method in a case where there is no readily ascertainable
      purchase price) constitutes more than two-thirds of the fair market value
      of the Company.  For purposes of the preceding sentence, the
      "fair market value of the Company" shall be the aggregate market value of
      the outstanding shares of Stock (on a fully diluted basis) plus the
      aggregate market value of the Company's other outstanding equity
      securities (excluding employee Stock options). The aggregate market value
      of the shares of 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 of the shares of Stock
      for the ten trading days immediately preceding the Transaction
      Date.  The aggregate market value of any other equity securities
      of the Company 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
Stock.





(e)
            Date
      of Termination.A
      Participant's "Date of Termination" shall be the date of the Participant’s
      separation from service from the Company and its affiliates, as determined
      under Section 409A.





(f)
            Director.  The term "Director"
      means a member of the Board.





(g)
            Disability.  A Participant shall
      be considered to have a "Disability" during the period in which he is
      unable, by reason of a medically determinable physical or mental
      impairment, to engage in any substantial gainful activity, which
      condition, in the opinion of a physician selected by the Committee, is
      expected to have a duration of not less than 120
    days.





(h)
            Effective
      Date.  The
      "Effective Date" shall have the meaning ascribed to it in paragraph (a) of
      Section 4.1.





(i)
            Eligible
      Director.  Each Director who is
      not an employee of the Company or any Related Company shall be an
      "Eligible Director".





(j)
            Fair
      Market Value.  The "Fair Market
      Value" of the Stock shall be the closing price of a share of Common Stock
      on the New York Stock Exchange Composite Transaction Report on the
      valuation date; provided, however, that if there were no sales on the
      valuation date but there were sales on dates within a reasonable period
      before the valuation date, the Fair Market Value is the closing price on
      the nearest date before the valuation date; and further provided
      that the Fair Market Value for Awards granted under the Plan prior to
      January 1, 2008 shall be determined in accordance with the applicable
      provisions of the Plan as in effect prior to the amendment and restatement
      of the Plan as set forth herein.  In any event, the
      determination of "Fair Market Value" shall be consistent with the
      requirements of Treasury Regulation Section
      1.409A-1(b)(5)(iv)(A).





(k)
            Immediate
      Family.  With respect to a
      particular Participant, the term "Immediate Family" shall mean the
      Participant's spouse, children, stepchildren, adoptive relationships,
      sisters, brothers and
grandchildren.





(l)
            Option
      Award.  The
      term "Option Award" shall mean a non-qualified stock option granted under
      the Plan.





(m)
            Participant.  A "Participant" is
      any person who has received an Award under the
  Plan.





(n)
            Plan
      Year.  The
      term "Plan Year" means the period (i) beginning on the date of an
      Annual Meeting and (ii) ending on the day immediately prior to the
      following Annual Meeting.





(o)
            Related
      Companies.  The term "Related
      Company" means any company during any period in which it is a "subsidiary
      corporation" (as that term is defined in Code section 424(f)) with
      respect to the Company.





(p)
            Retirement.  The term "Retirement"
      means termination of service as a Director in accordance with and pursuant
      to the Retirement Policy for Directors adopted by the
      Company.





(q)
            SEC.  "SEC" shall mean the
      Securities and Exchange
Commission.





(r)
            SFAS
      123(R).  "SFAS 123(R)" shall
      mean Statement of Financial Accounting Standards No. 123 (revised
      2004).





(s)
            Stock.  The term "Stock"
      shall mean shares of common stock of the
  Company.