0000934612-08-000012 Sample Contracts

Amended and Restated Change in Control Agreement as of December 31, 2007
Burlington Northern Santa Fe Corp • February 15th, 2008 • Railroads, line-haul operating • Texas

Burlington Northern Santa Fe Corporation (the “Corporation”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Corporation (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined in Section 2) may exist, and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Corporation and its stockholders.

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BURLINGTON NORTHERN SANTA FE SPECIAL RETENTION RESTRICTED STOCK UNIT AWARD AGREEMENT
Award Agreement • February 15th, 2008 • Burlington Northern Santa Fe Corp • Railroads, line-haul operating

This Award Agreement ("Award Agreement") was made and entered into this ___day of ________, _______(“Grant Date”) by and between Burlington Northern Santa Fe Corporation, a Delaware Corporation, (hereinafter "BNSF") and

PERFORMANCE STOCKAWARD AGREEMENT DATED _____________
Performance Stockaward Agreement • February 15th, 2008 • Burlington Northern Santa Fe Corp • Railroads, line-haul operating

The Compensation and Development Committee (the “Committee”) of the Burlington Northern Santa Fe Corporation (the "Company") Board of Directors has agreed that to the extent that the performance objectives established by the Committee (as the same may be amended from time to time) are achieved, BNSF will distribute to the Employee shares of Performance Stock as follows:

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED ____________
Award Agreement • February 15th, 2008 • Burlington Northern Santa Fe Corp • Railroads, line-haul operating

The Compensation and Development Committee (the “Committee”) of the Burlington Northern Santa Fe Corporation (the "Company") Board of Directors has awarded you (the “Employee”) a grant of performance-based Restricted Stock Units (“PRSUs”) as follows:

BURLINGTON NORTHERN SANTA FE RESTRICTED STOCK UNIT AWARD AGREEMENT
Award Agreement • February 15th, 2008 • Burlington Northern Santa Fe Corp • Railroads, line-haul operating

This Award Agreement ("Award Agreement") was made and entered into this [_______________](“Grant Date”) by and between Burlington Northern Santa Fe Corporation, a Delaware Corporation, (hereinafter "BNSF") and

BURLINGTON NORTHERN SANTA FE RELOAD STOCK OPTION AGREEMENT
Burlington Northern Santa • February 15th, 2008 • Burlington Northern Santa Fe Corp • Railroads, line-haul operating

This Agreement ("Agreement") was made and entered into this _________________ by and between Burlington Northern Santa Fe Corporation, a Delaware corporation, (hereinafter "BNSF"), and

STOCK OPTION AWARD AGREEMENT DATED ____________________
Stock Option Award Agreement • February 15th, 2008 • Burlington Northern Santa Fe Corp • Railroads, line-haul operating

The Compensation and Development Committee of the Burlington Northern Santa Fe Corporation (“BNSF” or the “Company”) Board of Directors has awarded you (the “Employee”) a grant of Non-Qualified Stock Options (“NQSOs” or “Options”) as follows:

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