LETTER OF AGREEMENT

BETWEEN

BURLINGTON NORTHERN RAILROAD COMPANY

AND

ITS EMPLOYEES REPRESENTED BY

BROTHERHOOD OF LOCOMOTIVE ENGINEERS

WHEREAS, Section 401(k) of the Internal Revenue Code provides a tax advantaged vehicle for retirement savings, and, WHEREAS, the Burlington Northern Railroad (Carrier) has adopted a 401(k) plan and desires to make it available to its employees who are not presently covered by such a plane

Now, Therefore, the Parties hereto agree as follows:

The Carrier will provide the Burlington Northern Retirement Savings Plan (Plan) to its eligible employees represented by the Organization signatory to this Agreement, subject to the following provisions;

1. The Plan will be effective January 1, 1994. Eligible employees may make contributions as provided in the Plan from their pay checks issued on or after that date.

2. An eligible employee is an active employee who has completed one year of service as defined in the Plan.

3. Participation in the Plan by any eligible employee shall be voluntary.

4. Eligible employees may contribute to the Plan only by payroll deduction

5. There will be no contributions to the Plan by the Carrier, however, the Carrier will pay the start-up costs and ongoing administrative expenses of the Plan, including the administrative fees of the Plan's Trustee.

6. The Carrier will take such actions as may be prudent or necessary to maintain the tax qualified status of the Plan and of the Individual accounts in the Plan.

Signed this _________day of________ 1993