Salary Exchange Option Program

Exhibit 10.23


BURLINGTON NORTHERN SANTA FE SALARY EXCHANGE OPTION PROGRAM


1. AUTHORITY TO ADOPT. This program (the "Program") has been adopted by 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 1996 Stock Incentive Plan (the "Plan") for
non-qualified stock option grants. This Program is effective February 1,
1996.


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 portions 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
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
Senior Vice President - Employee Relations, a written irrevocable election
in a form acceptable to the Senior Vice President - Law of Burlington
Northern Santa Fe Corporation specifying the amount of Elective
Compensation the Electing Participant wishes to forego (the "Cancelled
Compensation"), not later than the date established by the Committee from
time t ...