0001193125-06-034572 Sample Contracts

BURLINGTON NORTHERN SANTA FE INCENTIVE BONUS STOCK PROGRAM AWARD AGREEMENT
Stock Incentive Plan • February 17th, 2006 • Burlington Northern Santa Fe Corp • Railroads, line-haul operating

This Agreement (“Agreement”) was made and entered into this 16th day of February, 2005 by and between Burlington Northern Santa Fe Corporation, a Delaware Corporation, (hereinafter “BNSF”) and

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Replacement Capital Covenant • February 17th, 2006 • Burlington Northern Santa Fe Corp • Railroads, line-haul operating

Replacement Capital Covenant, dated as of December 15, 2005 (this “Replacement Capital Covenant”), by Burlington Northern Santa Fe Corporation, a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).

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