BURLINGTON NORTHERN SANTA FE 2005 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

1.01

The purpose of this 2005 Deferred Compensation Plan for   Non-Employee Directors (the “Plan”) is to attract and retain highly qualified individuals to serve as members of the Board of Directors (the “Board”) of Burlington Northern Santa Fe Corporation (the “Company”).  The Effective Date of the Plan is April 21, 2005.

2.01

The Plan shall be administered by the Directors and Corporate Governance Committee of   the Board (the “Committee”).  The Committee shall interpret the Plan, prescribe, amend and rescind the rules relating to it from time to time as it deems proper and in the best interests of   the Company, and take any other action necessary for the administration of   the Plan.  Any decision or interpretation adopted by the Committee shall be final and conclusive and shall be binding upon all Participants (as defined below).

3.01

Participation in the Plan is voluntary. Any member of the Board who is not an employee of the Company or any of its subsidiaries (a “non-employee director”) shall be eligible to participate in the Plan beginning 30 days after becoming a non-employee director, subject to the terms of the Plan.

3.02

A non-employee director shall become a “Participant” in the Plan by electing to defer payment of all or a portion of his Compensation (as defined below) pursuant to the terms of a “Deferral Election.”  A director’s Deferral Election shall be subject to the following:

(a)

An individual who, prior to the beginning of any calendar year, is a non-employee director shall be eligible to file a Deferral Election with respect to his Compensation earned in such calendar year.  Except as otherwise provided in this Section 3.02, a Deferral Election with respect to Compensation earned in a calendar year shall be filed during such period before the first day of such year as may be established by the Committee.

(b)

Notwithstanding the provisions of paragraph (a) above, for the first calendar year in which an individual is a non-employee director, the director may file a Deferral Election not later than 60 days after the individual becomes a non-employee director. A Deferral Election made under this paragraph (b) shall not apply to amounts earned for services rendered prior to the 30 ^th day after the individual becomes a non-employee director, and shall not apply to amounts earned for services rendered prior to the date the election has become irrevocable in accordance with Section 3.04.

(c)

A Participant shall be fully vested in the Participant’s deferral amounts and earnings at all times, subject to investment gains and losses.

3.03

For calendar year 2005, an individual who is a non-employee director on the Effective Date may file a Deferral Election not later than 30 days after the Effective Date, and such election shall not apply to amounts earned for services rendered prior to the date the election is filed.

3.04

A non-employee director’s Deferral Election applicable to Compensation amounts earned in any calendar year shall also apply to Compensation earned in each subsequent calendar year while the individual is a non-employee director.  However, a non-employee director, in accordance with paragraph 3.02(a), may modify or cancel a Deferral Election, or file a new Deferral Election, provided that no Deferral Election with respect to Compensation earned in any year may be changed on or after, and all such Deferral Elections shall be irrevocable as of the day immediately preceding, the date the year has begun, except that a Deferral Election made in accordance with Section 3.02(b) shall be irrevocable when filed.

3.05

Subject to the terms of the Plan, the Participant shall specify, as part of his initial Deferral Election, and in accordance with Article IV, the time and form of distribution of the amounts deferred under the Plan (“Distribution Election”), including amounts deferred with respect to Compensation earned in the first year to which the Deferral Election applies and all future years.  Except as otherwise permitted under §409A of the Internal Revenue Code (the “Code”), and notwithstanding the provisions of Section 3.04, the Distribution Election shall be irrevocable.