Salary Exchange Option Program - Burlington Northern Santa Fe Corp.


 

          BURLINGTON NORTHERN SANTA FE SALARY EXCHANGE OPTION PROGRAM

1.   Authority to Adopt.  This program (the 'Program') has been adopted by
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     the Compensation Committee (the 'Committee') of the Board of Directors of
     Burlington Northern Santa Fe Corporation (the 'Company') pursuant to its
     authority to promulgate rules for the administration and operation of the
     Burlington Northern Santa Fe 1999 Stock Incentive Plan (the 'Plan') for
     non-qualified stock option grants.  This Program is effective January 1,
     1999.

2.   Purpose.  The purpose of this Program is to enable the Committee and its
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     designated representatives to grant stock option awards ('Exchange Option
     Grants') to key employees in exchange for the employees' elective reduction
     of compensation otherwise payable to them, including cash compensation and
     other forms of compensation designated by the Committee ('Elective
     Compensation').

3.   Eligibility.  The Committee shall designate key employees or classes of
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     eligible employees (the 'Eligible Participants') who shall be eligible to
     receive an Exchange Option Grant in exchange for foregoing Elective
     Compensation.

4.   Amount of Elective Compensation.  Unless the Committee shall designate
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     another amount of Elective Compensation as to any Eligible Participant,
     each Eligible Participant may elect to exchange all or any portion of the
     following element of compensation for an Exchange Grant:

          Up to 25% of such Eligible Participant's annual base salary for a
          calendar year up to three consecutive calendar years, to be deducted
          ratably with a minimum election of $5,000 for any calendar year.

5.   Method of Election.  Unless the Committee shall designate another time or
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     times for making an election to forego receiving Elective Compensation and
     subject to Section 7 herein, an Eligible Participant who wishes to receive
     an Exchange Option Grant (an 'Electing Participant') must deliver to the
     Vice President - Human Resources, a written irrevocable election in a form
     acceptable to the Senior Vice President Law & Chief of Staff of Burlington
     Northern Santa Fe Corporation specifying the amount of Elective
     Compensation the Electing Participant wishes to forego (the 'Canceled
     Compensation'), not later than the date established by the Committee from
     time to time or December 31 of the year prior to the year in which the
     compensation is earned.
 
6.   Date of Grant.  For elections filed in accordance with paragraph 5 prior to
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     December 1, 1999, and unless otherwise determined by the Committee, the
     Exchange Grant will be issued January 1 of the year in which the Canceled
     Compensation is to be earned. For elections filed in accordance with
     paragraph 5 after December 1, 1999, and unless otherwise determined by the
     Committee, the Exchange Grant will be issued January 1 of the year in which
     the Canceled Compensation is to be earned; provided that if the grant is in
     exchange for Canceled Compensation otherwise payable over a period of more
     than one year, then the Exchange Grant shall be issued on the first day of
     the multiple-year period.

7.   Terms of Grant.  Each Exchange Option Grant shall be granted at the Fair
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     Market Value as defined in the Burlington Northern Santa Fe 1999 Stock
     Incentive Plan on the date of grant in an amount equal to 450 option shares
     for each $1,000 of Canceled Compensation.  Such Exchange Option Grants
     shall become exercisable one year from the date of grant; provided that in
     the event of an election to forego compensation for multiple years, such
     Exchange Option Grant shall become exercisable ratably over the number of
     years for which an election is made beginning one year from date of grant
     based upon the Canceled Compensation for each year divided by the total
     amount of Canceled Compensation.  Such options shall have a term of ten
     years and shall be subject to the terms and conditions of the Burlington
     Northern Santa Fe 1999 Stock Incentive Plan.  In the event a participant
     wishes to terminate an election that was filed in accordance with paragraph
     5 prior to December 1, 1999, he or she may do so in respect to Elective
     Compensation for all future calendar years covered by such election, and
     such portion of the Exchange Option Grant related to such compensation
     shall be immediately forfeited; provided that no such termination shall be
     permitted with respect to elections filed in accordance with paragraph 5
     after December 1, 1999.

8.   Reloads.  Reload options are hereby granted to senior executives and to
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     individuals in Salary Band 36 and above in respect to Exchange Option
     Grants, subject to the terms and conditions of the Plan, in respect to
     options granted under current or predecessor plans of the Company or its
     affiliates; provided a) that only two reloads on each option grant is
     permitted; b) that reloads are only available to current and actively
     employed individuals at the time of exercise of the Exchange Option Grant;
     and c) that reload rights are transferable to the same extent as option
     rights.

9.   Committee Discretion.  Notwithstanding anything else contained herein to
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     the contrary, the Committee shall have the right, prior to the grant date,
     to override an election in whole or in part.  If the Committee overrides an
     election in whole or in part, the Company shall reinstate the amount of the
     Canceled Compensation related thereto.

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10.  Unvested Stock Options.
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     a)  In the event that a participant with an Exchange Option Grant resigns
     or is terminated for Cause, the full amount of the Exchange Option Grant
     shall be forfeited.

     b)  In the event that a participant with an Exchange Option Grant dies, all
     restrictions shall lapse and the full amount of the Exchange Option Grant
     shall be exercisable.

     c)  In the event that a participant with an Exchange Option Grant
     terminates due to Disability, Retirement or is involuntarily terminated by
     the Company other than for Cause, any portion of the outstanding award that
     is not exercisable shall be vested to the extent compensation for such
     options has been foregone and the award shall remain exercisable in
     accordance with the terms and limitations of the Plan.

     d)  The Change in Control provisions set forth in the Plan shall apply to
     all grants of stock options issued pursuant to this Program or as such
     Change in Control provisions may be modified by the Committee in its sole
     discretion prior to the date of an Exchange Option Grant, but in no event
     shall these Exchange Option Grants be available under any Change in Control
     agreement that has become effective prior to the date of a grant hereunder.

11.  Grant Terms.  The grant shall be issued from authorized, but unissued
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     shares or from treasury shares.

12.  Amendments.  This Program may be amended or terminated at any time and from
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     time to time by resolution of the Committee.


As Amended 1/20/99
  and 12/08/99

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