Burlington Northern Santa Fe Salary Exchange Option Program

Exhibit 10.18


As Amended and Restated 10/01/2004

BURLINGTON NORTHERN SANTA FE SALARY EXCHANGE OPTION PROGRAM

1. Authority to Adopt . This program (the " Program" ) has been adopted by the Compensation and Development 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 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 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 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 . An Eligible Participant who wishes to receive an Exchange Option Grant (an " Electing Participant" ) must deliver to the Vice President Human Resources and Medical a written irrevocable election in a form acceptable to the Executive Vice President Law & Government Affairs and Secretary of the Company specifying the amount of Elective Compensation the Electing Participant wishes to forego (the " Canceled Compensation" ), on the earlier of 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 ea ...