BURLINGTON NORTHERN SANTA FE CORPORATION SUPPLEMENTAL INVESTMENT AND RETIREMENT PLAN

           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. The Plan is subject to the following:

(a)  The 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 were 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.

(b)  The purpose of the Plan is to provide certain highly compensated employees of the Company and certain of its Affiliated Companies that adopt the Plan the opportunity to defer the receipt of compensation and to receive additional retirement income.

(c)  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").

(d)  The Plan as set forth herein shall apply to distributions under the Plan commencing on or after January 1, 2005 (the “Effective Date” of the Plan as set forth herein), excluding payments made before or made after the Effective Date that are part of a series of installment or annuity payments that commenced prior to the Effective Date; provided that payments that commenced prior to the Effective Date will be subject to the applicable provisions of the Plan as in effect prior to the Effective Date.

(e)  It is the intention that all amounts deferred under the Plan will be subject to the provisions of section 409A of the Code and applicable guidance issued thereunder (“Section 409A”), regardless of whether such amounts were deferred (within the meaning of Section 409A) on, prior to, or after January 1, 2005; provided, however, that amounts deferred as of December 31, 2004 with respect to Participants for whom no amounts are deferred after December 31, 2004 are not intended to be subject to the provisions of Section 409A and such amounts shall continue to be subject to the terms and conditions of the Plan as in effect prior to January 1, 2005.

           Section 1.2   Affiliated Companies .  The term "Affiliated Company" shall mean all persons with whom the Company is considered to be a single employer under section 414 (b) of the Code and all persons with whom the Company would be considered a single employer under section 414 (c) of the 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 .  The amount of any benefit payable under the Supplemental Plan will be paid in cash from the general assets of the Employers or from one or more trusts, the assets of which are subject to the claims of the Employers' general creditors in the event of bankruptcy or insolvency.  Such amounts payable shall be reflected on the accounting records of the Employers but shall not be construed to create, or require the creation of, a trust, custodial or escrow account.  Nothing contained in this Supplemental Plan and no action taken pursuant to its provisions, shall create a trust or fiduciary relationship of any kind between an Employer and an employee or any other person.  Neither an employee nor beneficiary of an employee shall acquire any interest greater than that of an unsecured creditor, subject to any preferences provided by federal bankruptcy laws.

           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 .  Subject to subsection 4.1, 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.

           Section 2.1   Participation .  As of the Effective Date, the Employing Companies which are authorized to participate in the Plan are BNSF Railway Company, BNSF Logistics, LLC, Los Angeles Junction Railway Company, Meteor Communications Corporation  and Western Fruit Express Company, provided, however, that the Chief Executive Officer of the Company shall have the authority to modify the authorization of an Employing Company to participate in the Plan, including the authority to authorize the participation in the Plan of additional Employing companies.  The class of highly-compensated employees of each Employing Company who shall be eligible for the benefits provided in Article IV below (hereinafter the "Eligible Employees") 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 and shall consist of those employees in Salary Bands 34 or higher and such employees who are designated to be treated as Employees in Salary Bands 34 or higher for purposes of compensation.  The Chief Executive Officer of the Company shall have the authority to modify the description of the class of employees who shall be eligible to participate in the Plan, including the authority to designate additional employees who shall be eligible to participate in the Plan, provided that participation in the Plan shall at all times 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 segregated from the Plan, and such Participant or Participants shall cease to have any interest under this Plan, but such amounts shall continue to be subject to the terms identical to the terms of the Plan (including, without limitation, the provisions of Article VI).

           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").

           Section 4.1  Deferral Elections.  An Eligible Employee for any Plan Year may elect to defer Eligible Compensation, and thereby become a Participant in the Plan, subject to the following:

           (a)  The Eligible Employee may elect to defer Eligible Compensation with respect to services performed in the calendar year by filing a written Deferral Election Form with the Administrator not later than the last day of the preceding calendar year; provided that (i) such election must be irrevocable not later than the last day of such preceding calendar year; (ii) the Committee may establish an earlier deadline for such elections; and (iii) the Deferral Election form, and the filing thereof, shall be subject to such other rules (not inconsistent with the foregoing) as may be established by the Committee.  A Deferral Election Form shall be deemed filed at the time it is received by the Administrator, provided that the election is personally delivered, or is sent by mail, by prepaid overnight courier, or by facsimile.

           (b)  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, and (ii) up to 25% of any cash incentive payments that are not eligible Compensation under the Investment Plan.  In addition to the deferral permitted pursuant to the preceding sentence, a Participant may elect to defer the amount that the Participant is prevented from contributing to the Investment Plan by reason of the limitation on before-tax contributions under

 section 402(g)(1) of the Code (determined without regard to whether the Participant in fact contri