Amended and Restated Burlington Northern Santa Fe Supplemental Investment



 Exhibit 10.2 
  
 BURLINGTON NORTHERN SANTA FE CORPORATION 
  
 SUPPLEMENTAL INVESTMENT AND RETIREMENT PLAN 
  
 Effective January 1, 1997, as amended through July 21, 2005 
  
 ARTICLE I - GENERAL 
  
 Section 1.1 Establishment of Plan and Purpose. Burlington Northern Santa Fe Corporation, a Delaware Corporation, (hereinafter the
“Company”), has established the Burlington Northern Santa Fe Supplemental Investment and Retirement Plan, (hereinafter the “Plan”), effective January 1, 1997. This plan is intended to replace the Burlington Northern Inc.
Restoration Plan and the Santa Fe Pacific Corporation Supplemental Retirement and Savings Plan, and both plans shall hereby be merged into this Plan, provided, however, that any compensation deferred under the terms of a predecessor plan shall be
distributed pursuant to the terms of the deferral election made under such plan. The purpose of this Plan is to provide certain highly compensated employees of the Company and certain of its subsidiaries (hereinafter the “Employing
Companies”), the opportunity to defer the receipt of compensation and to receive additional retirement income from the Employing Companies. This plan is not intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as
amended (hereinafter the “Code”), or be subject to Parts 2, 3, or 4 of Title I of the Employee Retirement Income Security Act of 1974, as amended (hereinafter “ERISA”). 
  
 Section 1.2 Affiliated Companies. The term “Affiliated
Company” shall mean every corporation (including the Company) which is a member of a controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code). The Company and each Affiliated Company which, with the
consent of the Chief Executive Officer or Board of Directors of the Company, adopts the Plan are referred to herein collectively as the “Employing Companies” and individually as an “Employing Company”. 
  
 Section 1.3 Plan Administration. The authority to control and manage
the operation and administration of the Plan shall be vested in the Vice President – Human Resources and Medical of the Company (hereinafter the “Administrator”). Any interpretation of the Plan by the Administrator or the
Administrator’s delegate and any decision made by the Administrator or the Administrator’s delegate on any other matter within the Administrator’s discretion are final and binding on all persons. The Administrator shall have
discretionary authority to administer, construe and interpret the Plan, to decide all questions including but not limited to eligibility, payment of any benefits hereunder and to make all other determinations deemed necessary or advisable for the
administration of the Plan, provided, however, that any person claiming entitlement to benefits in an amount other than that received shall have the right after review and denial, in whole or in part, of such claim by the Administrator to a review
of such denial by the Burlington Northern Santa Fe Employee Benefits Committee (hereinafter the “Committee”). Such review shall be initiated by the written request therefore by such person filed with the Committee within 60 days after
receipt by the person of the denial by the Administrator. 







 The Committee shall act with or without a meeting by the vote or concurrence of a majority of its
members; but no member of the Committee who is a Participant shall take part in any Committee action or any matter that has particular reference to his own interest hereunder. The Administrator and the Committee shall discharge their
responsibilities hereunder in a uniform and non-discriminatory manner as to all Participants. 
  
 The Administrator and the Committee may from time to time delegate duties to members of the Human Resources Department or other employees of the Company. 
  
 Section 1.4 Non-Alienation. Benefits payable to any individual under the Plan may not be voluntarily or involuntarily
assigned, alienated, pledged or subject to attachment, anticipation, garnishment, levy, execution or other legal or equitable process. 
  
 Section 1.5 Source of Benefits. Subject to the terms and conditions of the Plan, any amount payable to or on account of a Participant under this
Plan by any Employing Company shall be paid from the general assets of that Employing Company or from one or more trusts, the assets of which are subject to the claims of the Employing Companies’ general creditors. None of the individuals
entitled to benefits under the Plan shall have any preferred claim on, or any beneficial ownership interest in, any assets of any Employing Company or of any such trust, and any rights of such individuals under the Plan or any such trust shall
constitute unsecured contractual rights only. 
  
 Section 1.6
Plan Not Contract of Employment. The Plan does not constitute a contract of employment, and nothing in the Plan will give any participant the right to be retained in the employ of any Employing Company, nor any right or claim to any benefit
under the Plan, except to the extent specifically provided under the terms of the Plan. 
  
 Section 1.7 Notices. Any notice or document required to be given to or filed with an Employing Company, the Company, the Administrator or the Committee shall be considered to be given or filed: 
  
 (a) on the date delivered to the Administrator; 
  
 or 
  
 (b) three days after the date sent by certified mail to the Administrator. 
  
 Section 1.8 Applicable Law. The Plan shall be construed and
administered in accordance with the internal laws of the State of Texas. 
  
 Section 1.9 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. 

 
 Section 1.10 Plan Year. The Plan Year shall be the calendar year.








 ARTICLE II - PARTICIPATION 
  
 Section 2.1 Participation. The Company shall establish from time to time the Employing Companies which may
participate and the class of highly-compensated employees of each Employing Company who shall be eligible for the benefits provided in Article IV below (hereinafter the “Participants”); provided, however, that the class of eligible
employees of each Employing Company shall be limited to employees who are members of a select group of management or highly compensated employees within the meaning of Section 401(a)(1) of ERISA. Employees shall be eligible to commence participation
in the Plan 30 days after they become members of the class of highly-compensated employees described in the preceding sentence. If the Company determines that participation by one or more Participants shall cause the Plan as applied to any Employing
Company to be subject to Parts 2, 3, or 4 of Title I of ERISA, the entire interest of such Participant or Participants under the Plan shall be immediately paid to such Participant by the applicable Employing Company, notwithstanding any election of
the Participant, or shall otherwise be segregated from the Plan in the discretion of the Company, and such Participant or Participants shall cease to have any interest under the Plan. 
  
 ARTICLE III - VESTING 
  
 Section 3.1 Vesting. A Participant shall be fully vested in his deferral amounts and earnings at all times and subject to investment gains and
losses. A Participant shall be vested in Employer Matching Contributions in accordance with the vesting schedule set forth in Article 6 of the Burlington Northern Santa Fe Investment and Retirement Plan (the “Investment Plan”). 

 
 ARTICLE IV - DEFERRALS 
  
 Section 4.1 Deferral Elections. To become a Participant, subject to
such additional terms, conditions and limitations as the Administrator may from time to time impose, a Participant may make an election to irrevocably defer receipt of certain eligible compensation otherwise payable to him by his Employer for a Plan
Year by means of such procedures as are approved by the Administrator, including filing a Deferral Election Form or by telephonic voice response or other telephonic or electronic transmission indicating his or her desire to have a portion of his or
her eligible compensation deferred, or by failing to indicate a desire not to participate in the Plan. Such deferral elections shall be made as follows: 
  
 (a) Unless the Compensation and Development Committee of the Board otherwise specifies, a Participant may elect to defer (i) up to 25% of base salary that
is not eligible Compensation under the Investment Plan, (ii) up to 25% of any cash incentive payments that are not eligible Compensation under the Investment Plan, and iii) to the extent that a Participant is subject to a limitation on before-tax
contributions under Section 402(g)(1) of the Code to the Investment Plan, the amounts which could have been deferred into the Investment Plan but for such limitation (“Deferred Compensation”). 
  
 (b) Such elections shall be made at such time and in such manner as the
Administrator shall provide by the close of the year before the year in which the services giving 







 rise to the eligible compensation are performed, provided, however, that the Administrator may prescribe such other time
or times as are consistent with Section 409A of the Code. In the case of the first year in which a Participant becomes eligible to participate in the Plan, such election may be made with respect to services to be performed subsequent to the election
within 30 days after the date the participant becomes eligible to participate in the Plan. An election must specify the percentage, if any, which the Participant chooses to defer and authorize his Employing Company to make regular payroll
deductions. 
  
 (c) A Participant may elect to suspend all future
deferrals in a Plan Year other than in respect to incentive payments, and will not be permitted to resume participation until the next Plan Year. 
  
 Section 4.2 Employer Matching Contribution. Subject to such limitations as the Administrator may from time to time impose, for each Plan Year,
Participants shall be credited with an “Employer Matching Contribution” with respect to 100% of the compensation deferred hereunder that would be payable during that Plan Year, provided that Employer Matching Contributions shall be equal
to 50% of Deferred Contributions deferred up to 6% of Compensation hereunder. 
  
 To the extent that additional employer contributions are made pursuant to the second paragraph of Section 4.5 of the Investment Plan by reason of the attainment of financial and other objectives of an Employing
Company, Participants who have Accounts in the Plan when such contributions are made shall be credited after the close of the Plan Year to which such objectives relate with an additional Employer Matching Contribution. The amount of such additional
Employer Matching Contributions shall be equal to the same uniform percentage, not to exceed 30% of the Deferred Contributions up to 6 percent of Compensation actually made hereunder, as is credited pursuant to the second paragraph of Section 4.5 of
the Investment Plan. 
  
 ARTICLE V - PLAN ACCOUNTING 
  
 Section 5.1 Accounts. The Administrator shall establish an Account for
each Participant who elects to participate in the Plan under subsection 4.1. Each Account shall be adjusted in accordance with this Article V in a uniform, non-discriminatory manner, as of such periodic “Accounting Dates” as may be
determined by the Administrator from time to time (which Accounting Dates shall be not less frequent than quarterly). As of each Accounting Date, the balance of each Account shall be adjusted as follows: 
  
 (a) first, charge to the Account balance the amount of any distributions
under the Plan with respect to that Account that have not previously been charged; 
  
 (b) then, credit to the Account balance the amount of the compensation to be deferred by the Participant in accordance with the provisions of subsection 4.1 and the amount of Employer Matching Contributions to be
credited in accordance with Section 4.2 that have not previously been credited; 







 (c) then, adjust the Account balance for the applicable assumed rate of earnings in accordance with
subsection 5.2. 
  
 Section 5.2 Adjustment of Accounts for
Earnings. The amounts credited to a Participant’s Account in accordance with subsections 4.1 and 4.2 shall be adjusted as of each Accounting Date to reflect the value of an investment equal to the Participant’s Account balance in one
or more assumed investments that the Committee offers from time to time, and which the Participant directs the Administrator to use for purposes of adjusting his Account. Such amount shall be determined without regard to taxes that would be payable
with respect to any such assumed investment. The Committee may eliminate any assumed investment alternative at any time; provided, however, that the Committee may not retroactively eliminate any assumed investment alternative. To the extent
permitted by the Administrator, the Participant may elect to have different portions of his Account balance for any period adjusted on the basis of different assumed investments. The Account of each Participant shall be credited with the amount
deferred by the Participant as of the date on which the amount of such Deferred Compensation is communicated to the Plan recordkeeper which shall be as soon as reasonably practicable after the date the compensation would otherwise have been payable
to the Participant, or, if such date is not an Accounting Date, as of the first Accounting Date occurring thereafter. Notwithstanding the election by Participants of certain assumed investments and the adjustment of their Accounts based on such
investment decisions, the Plan does not require, and no trust or other instrument maintained in connection with the Plan shall require that any assets or amounts which are set aside in a trust or otherwise for the purpose of paying Plan benefits
shall actually be invested in the investment alternatives selected by Participants. 
  
 Section 5.3 Participant Statements. At least quarterly, the Administrator shall cause to be furnished to each Participant a statement indicating, on the basis of the latest available information, the status of
the Participants’ Accounts. 
  
 ARTICLE VI - PAYMENT OF
DEFERRED AMOUNTS 
  
 Section 6.1 Separation from Service.
Subject to the provisions of subsection 1.5 and such other rules as the Administrator may establish, upon a Participant’s death or separation from service, the Participant’s entire Account balance, including the Employer’s Matching
Contribution on amounts deferred prior to the Participant’s death or separation date, shall be paid to or on account of the Participant as follows: 
  
 (a) in a single lump sum payment as soon as practicable after his date of death; 
  
 (b) in a single lump sum payment on or about July 31 of the year following separation; or 
  
 (c) if elected by the Participant (i) prior to January 1, 2005, and at least
one year prior to the distribution or (ii) within 30 days after the date he becomes eligible to participate in the Plan, in annual installments over a period of five or fewer years, beginning on or about July 31 of the calendar year following the
date of his separation from service. 







 Section 6.2 Beneficiary Designation. Each Participant may, from time to time by signing a form
furnished by the Administrator, designate any legal or natural person or persons (who may be designated contingently or successively) to whom his benefits under the Plan are to be paid if he dies before he receives all of his benefits. A beneficiary
designation form will be effective only when the signed form is filed with the Administrator while the Participant is alive. A beneficiary designation may be revoked or amended only by the completion of a new beneficiary designation form, provided,
however, that if a Participant’s spouse is named as such Participant’s beneficiary, and the Participant and such spouse are subsequently divorced, then the designation of the spouse made prior to the divorce shall be null and void. In
order to designate a former spouse as a beneficiary, a new beneficiary designation form must be completed. If a deceased Participant failed to designate a beneficiary as provided above, or if the designated beneficiary of a deceased
Participant died before him, his benefits shall be paid in accordance with the following order of priority: (i) to his surviving spouse, if any; (ii) to his surviving children in equal shares; or (iii) the estate of the last to die of the
Participant or his designated beneficiary. The benefits under this plan which are payable to a beneficiary shall be paid in a lump sum. 
  
 Section 6.3 Withholding for Tax Liability. The Company may withhold or cause to be withheld from any payment of benefits made pursuant to the Plan
any taxes required to be withheld with regard to such payment. 
  
 ARTICLE VII - CHANGE IN CONTROL 
  
 Section 7.1 Change
in Control. In the event of a change in control as defined in The Burlington Northern and Santa Fe Railway Company Severance Agreements, all Accounts shall be fully vested, and the Company shall be obligated to transmit funds equal to the
outstanding liabilities under this Plan to such trust as may be established by the Company to provide for security of benefits hereunder. 
  
 ARTICLE VIII - AMENDMENT OR TERMINATION 
  
 Section 8.1 Amendment or Termination. This Plan may be amended at any time and from time to time by the Chief Executive Officer of the Company or
resolution of the Board of Directors of the Company; provided however, the Chief Executive Officer of the Company may not amend the Plan in any manner which would make benefit or other changes materially increasing an Employing Company’s
liabilities under the Plan, make amendments required by law to be approved by the Board of Directors or a committee thereof, make amendments which change the design of the Plan with respect to the allocation of responsibilities, or make changes
affecting the Company’s indemnification obligations. The Board of Directors of the Company may terminate the Plan at any time without the consent of the participants or beneficiaries. No amendment or termination shall divest any Participant or
beneficiary of the credits to his Account, or any rights to which he would have been entitled if the Plan had been terminated immediately prior to the effective date of such amendment or termination. Any Employing Company may terminate its
participation in the Plan at any time, provided that it has made adequate provision for any amount payable by it under the terms of the Plan as in effect on the 







 date it terminates its participation in the Plan. Upon termination of the Plan as to any Employing Company, the Company
may, in its discretion applied in a uniform manner, provide that amounts attributable to that Employing Company shall be distributed in accordance with the provisions of 6.1. Upon termination of the Plan as to all Employing Companies, the Company
may, in its sole discretion applied in a uniform manner to all Participants, cause a lump sum payment of all benefits for all Participants to be made as soon as reasonably practicable on the date established for payment under subsection 6.1(b).