PERFORMANCE STOCKAWARD AGREEMENT


DATED_____________








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The
Compensation and Development Committee (the “Committee”) of the Burlington
Northern Santa Fe Corporation (the "Company") Board of Directors has agreed that
to the extent that the performance objectives established by the Committee (as
the same may be amended from time to time) are achieved, BNSF will distribute to
the Employee shares of Performance Stock as follows:





Grant Date:


Number of Shares of Performance
Stock:


Vesting Date:





Performance
      Criteria: As defined by the Compensation and Development Committee from
      time to time





The
Performance Stock is granted under and governed by the terms and conditions of
the BNSF 1999 Stock Incentive Plan (the “Plan”) and the terms and conditions set
forth below.  The
purpose of the Plan is to attract and retain keyemployeespossessing 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 keyemployeesof BNSF and its subsidiaries by
increasing the opportunities for theseemployeesto become
shareholders.





The Compensation and Development
Committee (the “Committee”) of the Board of Directors wishes to encourage
superior performance by the Employee by making a Performance Stock Award to the
Employee.





The Employee desires to perform services
for BNSF and to accept the distribution of Stock upon the achievement of the
performance objectives established by the Committee in accordance with the terms
and provisions of the Plan and this Agreement.





To accept
this Award Agreement, you must click on the acceptance box at the end of this
Agreement.  Anything herein contained to the contrary notwithstanding,
unless this Award Agreement is electronically accepted or executed by the
Employee and delivered to the Secretary of BNSF on or before _____________, the
award described herein may be withdrawn and cancelled by the
Company.





By your
acceptance of this Award Agreement:





(1)
      you agree to abide by the terms and conditions of the Plan and this Award
      Agreement; and





(2)
      you attest that you were a salaried employee of the Company or a Related
      Company on ______________, with respect to the award made herein.





The following terms and conditions shall
apply to the award made by this Award Agreement:





1.           
Acceptance .
The Employee agrees to perform services for BNSF or its Related Companies and
accepts this grant along with the terms and provisions of the Plan and this
Agreement.





2.           
Restrictions
on Transfer.The Performance Stock shall not be
permitted to be used in payment of a stock option exercise for a period of six
months following the April 27, 2010, date for the distribution of such
Performance Stock to the Employee.





3.           
Stock
Power.  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.  In addition, the
Company shall be entitled to retain possession of the Performance Stock for such
time as is necessary for the Company to make the distribution of the Performance
Stock to the Employee.





4.           
Dividends.  No dividends or dividend
equivalents are payable during or with respect to the period prior toApril 26, 2010.





5.           
Salaried
Employment Condition;Termination
of Employment.  Employee hereby agrees that
Employee shall not be entitled to the distribution of the Performance Stock
unless Employee was a salaried employee of BNSF Railway Company or its successor
on the date of this Agreement and throughout the period from the date of this
Agreement untilApril 26,
2010.  Notwithstanding any
provision of the Plan, all of the Performance Stock is forfeited upon
termination of salaried employment for any reason.





6.           
Taxes.The Employee agrees
that BNSF or its 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 tax due must be satisfied by use of attestation
of ownership of other shares, provided, however, that the total shall not exceed
the combined maximum marginal tax rates applicable under federal and state tax
laws.





7.           
No Contract of
Employment.  Nothing in this Agreement or in the Plan
shall confer any right to continued employment with BNSF or its Related
Companies nor restrict BNSF or its Related Companies from termination of the
employment relationship of Employee at any time.





8.           
No
Violation of Law.  Notwithstanding any other
provision of this Agreement, Employee agrees that BNSF shall not be obligated to
deliver any shares ofPerformanceStock 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 thePerformanceStock is listed.





9.           
Conflicts.  In the event of a conflict
between the terms of this Agreement and the Plan or the Compensation and
Development Committee resolution, the Plan or the resolution shall be the
controlling document.





10.           
Termination
Upon Failure to Achieve Performance Objectives.  In the event the
performance objectives established by the Committee are not achieved, then this
Award Agreement shall terminate onApril 26, 2010, and be of no further force or effect
with no further action by the parties being required.





11.           
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.





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








BURLINGTON NORTHERN


SANTA FE CORPORATION