Contract
AMENDMENT TO BENEFITS
PROTECTION TRUST
Following
full discussion, upon motion duly made and seconded, the following resolutions
were unanimously approved:
WHEREAS, the Company has previously
entered into the Amended and Restated Benefits Protection Trust Agreement by and
between the Company and Wachovia Bank, National Association, dated March 31,
2004, as amended January 8, 2008 (the "Trust");
WHEREAS,
the Company is recommending that BNSF Railway Company Incentive Compensation
Plan (formerly known as The Burlington Northern and Santa Fe Railway Company
Incentive Compensation Plan) (the “ICP Plan”) no longer be subject to the
Trust;
WHEREAS, pursuant to Section 17.1 of
the Trust, the Board of Directors of the Company has the authority to amend the
Trust; and
WHEREAS,
the Board of Directors of the Company has determined, in its reasonable judgment
and in accordance with Section 17.1 of the Trust, that adoption of these
amendments will have no material adverse effect on the amount of benefits
payable under the Trust to participants or their beneficiaries.
RESOLVED, that Schedule 1 of the Trust
is hereby amended to remove the ICP Plan from being subject to the
Trust;
FURTHER
RESOLVED, that the Trust shall be amended and restated to reflect the amendments
set forth herein; and
FURTHER RESOLVED that the officers of
the Company are each hereby authorized and empowered on behalf and in the name
of the Company to take all such further actions, to execute all such other
agreements, instruments and documents, pay all such taxes, fees and expenses,
and to do such other acts and things as such officer or officers, in his, her or
their discretion shall deem necessary or expedient for the accomplishment of the
purposes of the foregoing resolutions, and any actions already taken for the
purposes of accomplishing the foregoing resolutions are hereby ratified and
approved.
