BNI

RESTATED CERTIFICATE OF INCORPORATION
OF
BNSF CORP.


BNSF CORP., a corporation organized and existing under the laws of the State
of Delaware, hereby certifies as follows:

1. The name of the corporation is BNSF Corp. The date of filing of its
original Certificate of Incorporation with the Secretary of State was December
16, 1994.

2. The Restated Certificate of Incorporation restates and integrates and
further amends the Certificate of Incorporation of this corporation by
increasing the number of authorized shares, changing the par value,
authorizing the creation of a Preferred Stock, furthering the powers of the
Board of Directors and the prohibition of stockholders acting by unanimous
written consent and adding provisions regarding the compromise or arrangement
with creditors or stockholders.

3. The text of the Certificate of Incorporation as amended or supplemented
heretofore is further amended hereby to read as herein set forth in full:


AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BNSF CORPORATION


FIRST: The name of the corporation is BNSF Corporation.

SECOND: The registered office of the corporation in the State of
Delaware is located at 1209 Orange Street in the City of Wilmington, County of
New Castle, and the name of its registered agent at such address is The
Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or
promoted by the corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.

FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is 375,000,000 shares, of which
25,000,000 shall be Preferred Stock, $0.01 par value per share (hereinafter
referred to as the "$0.01 Par Value Preferred Stock"), 50,000,000 shall be
Class A Preferred Stock, $0.01 par value per share (hereinafter referred to as
the "Class A Preferred Stock") (such $0.01 Par Value Preferred Stock and Class
A Preferred Stock being hereinafter referred to collectively as the "Preferred
Stock"), and 300,000,000 shall be Common Stock, $0.01 par value per share.


SECTION I. PROVISIONS RELATING TO $0.01 PAR VALUE PREFERRED STOCK

Part A. Authorization of Series of $0.01 Par Value Preferred Stock.

1. The Board of Directors is expressly authorized to adopt, from
time to time, a resolution or resolutions providing for the issue of $0.01 Par
Value Preferred Stock in one or more series to fix the number of shares in
each such series and to fix the designations and the powers, preferences and
relative participating, optional or other special rights, and the
qualifications, limitations and restrictions, of each such series. The
authority of the Board of Directors with respect to each such series shall
include determination of the following (which may vary as between the
different series of $0.01 Par Value Preferred Stock):

(a) The number of shares constituting the series and the distinctive
designation of the series;

(b) The dividend rate on the shares of the series and the extent, if
any, to which dividends thereon shall be cumulative;

(c) Whether shares of the series shall be redeemable and, if
redeemable, the redemption price payable on redemption thereof, which price
may, but need not, vary according to the time or circumstances of such
redemption;

(d) The amount or amounts payable upon the shares of the series in
the event of voluntary or involuntary liquidation, dissolution or winding up
of the corporation prior to any payment or distribution of the assets of the
corporation to any class or classes of stock of the corporation ranking junior
to the Preferred Stock, provided, however, that the aggregate amount payable
upon the shares of all series of $0.01 Par Value Preferred Stock upon
voluntary or involuntary liquidation shall not exceed $500,000,000;

(e) Whether the shares of the series shall be entitled to the benefit
of a sinking or retirement fund to be applied to the purchase or redemption of
shares of the series and, if so entitled, the amount of such fund and the
manner of its application, including the price or prices at which the shares
may be redeemed or purchased through the application of such fund;

(f) Whether the shares of the series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series
of the same or any other class or classes of stock of the corporation and, if
so convertible or exchangeable, the conversion price or prices, or the rates
of exchange, and the adjustments thereof, if any, at which such conversion or
exchange may be made, and any other terms and conditions of such conversion or
exchange;

(g) The extent, if any, to which the holders of shares of the series
shall be entitled to vote on any question or in any proceedings or to be
represented at or to receive notice of any meeting of stockholders of the
corporation; and

(h) Any other preferences, privileges and powers, and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions of such series, as the Board of Directors may deem
advisable, which shall not affect adversely any other class or series of
Preferred Stock at the time outstanding and which shall not be inconsistent
with the provisions of this certificate of incorporation.


Part B. Provisions Applicable to All Series of $0.01 Par Value Preferred
Stock.

1. (a) Except as otherwise specifically provided by the laws of
the State of Delaware or by this certificate of incorporation or by the
resolution of the Board of Directors creating any series of $0.01 Par Value
Preferred Stock, the holders of the $0.01 Par Value Preferred Stock shall not
be entitled to vote on any question or in any proceedings or to be represented
at or to receive notice of any meeting of stockholders of the corporation;
provided, however, that whenever accrued dividends on any series of the $0.01
Par Value Preferred Stock shall not be paid in an aggregate amount equivalent
to six full quarterly dividends, the holders of the shares of such series
shall have the special right, voting together with the holders of any other
series of the $0.01 Par Value Preferred Stock, if they shall then have such
right, as a single class separately from the holders of any other class of
stock of the corporation, to elect at the next annual meeting of the
stockholders of the corporation two directors of the corporation, and the
remaining directors shall be elected by the other class, classes or series of
stock entitled to vote therefor. Such right of election shall continue until
such time as all dividends on the shares of the series having such right
accrued to the date of payment, if the date of payment shall be a quarterly
dividend payment date, or to the last preceding quarterly dividend payment
date, if the date of payment shall be other than a quarterly dividend payment
date, shall have been paid in full, or declared and set apart for payment, at
which time such right of election shall terminate, subject to revesting in the
event of each and every subsequent failure to pay in an aggregate amount
equivalent to six full quarterly dividends. In the exercise of the special
voting rights provided in this paragraph 1, the holders of shares shall have
one vote per share. Nothing herein contained shall in any way restrict the
power of the Board of Directors to increase or decrease the number of
directors in accordance with the laws of the State of Delaware, this
certificate of incorporation and the By-Laws of the corporation.

(b) At any annual meeting of stockholders at which holders of any
series of the $0.01 Par Value Preferred Stock shall have the right of election
provided in this paragraph 1, the presence, in person or by proxy, of the
holders of a majority of the shares of $0.01 Par Value Preferred Stock
entitled to participate in such election shall be required to constitute a
quorum of such shares for the election of any director by the holders of such
shares. At any such meeting or adjournment thereof, (i) the absence of a
quorum of such shares of $0.01 Par Value Preferred Stock shall not prevent the
election of the directors to be elected by the other class, classes or series
of stock entitled to vote therefor, and the absence of a quorum of such other
class, classes or series of stock shall not prevent the election of the
directors to be elected by such shares of $0.01 Par Value Preferred Stock, and
(ii) in the absence of either or both such quorums, a majority of the holders
present in person or by proxy of the class, classes or series of stock which
lack a quorum shall have power to adjourn the meeting for the election of
directors which they are entitled to elect, from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

(c) The directors elected by the holders of shares of $0.01 Par Value
Preferred Stock in exercise of the right of election provided in this
paragraph 1 shall continue in office until their successors shall have been
elected by such holders or until termination of such right of election. The
vacancies in the Board of Directors so occurring upon the termination of such
right of election shall be filled by the majority vote of the remaining
directors. Any vacancies in the Board of Directors occurring during any
period when the holders of shares of $0.01 Par Value Preferred Stock have such
right of election shall be filled only by vote of a majority (even if that be
only a single director) of the remaining directors theretofore elected by the
holders of the class, classes or series of stock which elected the director
whose office shall have become vacant.

2. Except as otherwise specifically provided with respect to any
series of $0.01 Par Value Preferred Stock, so long as any of the $0.01 Par
Value Preferred Stock is outstanding, the corporation will not:

(a) declare or pay, or set apart for payment, any dividends (other
than dividends payable in shares of stock of the corporation ranking junior to
the $0.01 Par Value Preferred Stock, both as to dividends and upon
liquidation) or make any distribution, on any class or classes of stock of the
corporation ranking junior to the $0.01 Par Value Preferred Stock either as to
dividends or upon liquidation, and will not redeem, purchase or otherwise
acquire, whether voluntarily, for a mandatory or optional sinking or
retirement fund or otherwise, or permit any subsidiary to purchase or
otherwise acquire, any shares of any such junior class if at the time of
making such declaration, payment, distribution, redemption, purchase or
acquisition the corporation shall not have paid, or declared and set apart for
payment, all dividends accrued on the $0.01 Par Value Preferred Stock to the
date of such declaration, payment, distribution, redemption, purchase or
acquisition, if such date shall be a quarterly dividend payment date, or to
the last preceding quarterly dividend payment date, if such date shall be
other than a quarterly dividend payment date, or shall not have redeemed, or
set aside funds necessary for the redemption of, any shares of $0.01 Par Value
Preferred Stock required to be redeemed pursuant to this certificate of
incorporation or the resolution or resolutions of the Board of Directors
creating any series of $0.01 Par Value Preferred Stock; provided, however,
that the corporation may at any time redeem, purchase or otherwise acquire
shares of any such junior class in exchange for, or out of the net cash
proceeds from the substantially concurrent sale of, shares of any class of
stock of the corporation ranking junior to the $0.01 Par Value Preferred Stock
both as to dividends and upon liquidation;

(b) without the affirmative vote or consent of the holders of at
least 66 2/3% of all the $0.01 Par Value Preferred Stock at the time
outstanding, voting together as a single class separate from the holders of
any other class of stock of the corporation, given in person or by proxy,
either in writing or by resolution adopted at a special meeting called for the
purpose, (i) create any other class or classes of stock ranking prior to the
$0.01 Par Value Preferred Stock, either as to dividends or upon liquidation,
or increase the authorized number of shares of any such other class of stock
or (ii) amend, alter or repeal any of the provisions of this Article so as to
affect adversely the preferences, special rights or powers of the $0.01 Par
Value Preferred Stock; provided, however, that if such amendment, alteration
or repeal affects adversely the preferences, special rights or powers of one
or more but not all series of $0.01 Par Value Preferred Stock at the time
outstanding, only the affirmative vote or consent of at least 66 2/3% of the
number of shares at the time outstanding of the series so affected shall be
required; and provided, further, that no vote or consent of the $0.01 Par
Value Preferred Stock shall be required to increase the authorized amount of
the $0.01 Par Value Preferred Stock or for the creation of one or more classes
of preferred stock so long as such class or classes do not rank prior to the
$0.01 Par Value Preferred Stock, either as to dividends or upon liquidation;

(c) without the affirmative vote or consent of the holders of at
least a majority of all the $0.01 Par Value Preferred Stock at the time
outstanding, voting together as a single class separately from the holders of
any other class of stock of the corporation, given in person or by proxy,
either in writing or by resolution adopted at a special meeting called for the
purpose, voluntarily dissolve, liquidate or wind up.

SECTION II. PROVISIONS RELATING TO CLASS A PREFERRED STOCK $0.01 PAR VALUE

1. The Class A Preferred Stock $0.01 Par Value shall constitute a
single class of Preferred Stock and shall be designated "Class A Preferred
Stock $0.01 Par Value."

2. The Board of Directors is expressly authorized to adopt, from time
to time, a resolution or resolutions providing for the issuance of Class A
Preferred Stock $0.01 Par Value in one or more series, to fix the number of
shares in each such series and to fix the designations and powers, preferences
and relative, participating, optional or other special rights, and the
qualifications, limitations and restrictions, of each such series. The
authority of the Board of Directors with respect to each such series shall
include determination of the following (which may vary as between the
different series of Class A Preferred Stock $0.01 Par Value).

(a) The number of shares constituting the series and the distinctive
designation of the series;

(b) The dividend rate on the shares of the series and the extent, if
any, to which dividends thereon shall be cumulative;

(c) Whether shares of the series shall be redeemable and, if
redeemable, the redemption price payable on redemption thereof, which price
may, but need not, vary according to the time or circumstances of such
redemption;

(d) The amount or amounts payable upon the shares of the series in
the event of voluntary or involuntary liquidation, dissolution or winding up
of the corporation prior to any payment or distribution of the assets of the
corporation to any class or classes of stock of the corporation ranking junior
to the Preferred Stock;

(e) Whether the shares of the series shall be entitled to the benefit
of a sinking or retirement fund to be applied to the purchase or redemption of
shares of the series and, if so entitled, the amount of such fund and the
manner of its application, including the price or prices at which the shares
may be redeemed or purchased through the application of such fund;

(f) Whether the shares of the series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series
of the same or any other class or classes of stock of the corporation, and if
so convertible or exchangeable, the conversion price or prices, or the rates
of exchange, and the adjustments thereof, if any, at which such conversion or
exchange may be made, and any other terms and conditions of such conversion or
exchange;

(g) The extent, if any to which the holders of shares of the series
shall be entitled to vote on any question or in any proceedings or to be
represented at or to receive notice of any meeting of stockholders of the
corporation;

(h) Whether, and the extent to which, any of the voting powers,
designations, preferences, rights and qualifications, limitations or
restrictions of any such series may be made dependent upon facts ascertainable
outside of the Certificate of Incorporation or of any amendment thereto, or
outside the resolution or resolutions providing for the issuance of such
series adopted by the Board of Directors, provided that the manner in which
such facts shall operate upon the voting powers, designations, preferences,
rights and qualifications, limitations or restrictions of such series is
clearly and expressly set forth in the resolution or resolutions providing for
the issuance of such series adopted by the Board of Directors; and

(i) Any other preferences, privileges and powers and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions of such series, as the Board of Directors may deem
advisable, which shall not affect adversely any other class or series of
Preferred Stock at the time outstanding and which shall not be inconsistent
with the provisions of this Certificate of Incorporation.


SECTION III. PROVISIONS RELATING TO ALL PREFERRED STOCK

1. All shares of Preferred Stock shall be of equal rank as to
dividends and as to distribution upon liquidation, dissolution or winding up
except to the extent otherwise provided with respect to any series of the
$0.01 Par Value Preferred Stock or any series of the Class A Preferred Stock
$0.01 Par Value by the resolution or resolutions of the Board of Directors
creating such series.


2. The provisions of this paragraph 2 shall be applicable, except to the
extent otherwise provided with respect to any series of $0.01 Par Value
Preferred Stock or any series of Class A Preferred Stock $0.01 Par Value in
the resolution or resolutions of the Board of Directors creating such series,
to the redemption of any Preferred Stock which is redeemable under this
Certificate of Incorporation or the resolution or resolutions of the Board of
Directors creating any series of the $0.01 Par Value.

(a) In the case of any redemption of Preferred Stock, whether with or
without premium, notice of redemption shall be mailed at least 30 days in
advance of the date designated for such redemption to the holders of record of
the shares of Preferred Stock so to be redeemed at their respective addresses
as the same shall appear on the books of the corporation. In order to
facilitate the redemption of any shares of Preferred Stock that may be
selected for redemption as provided in this paragraph 2, the Board of
Directors is authorized to cause the transfer books of the corporation to be
closed as to such shares at any time not exceeding 50 days prior to the date
designated for redemption thereof. In case of the redemption of less than all
of any series of the $0.01 Par Value Preferred Stock at the time outstanding,
the shares so to be redeemed shall be selected by lot or in such other
equitable manner as the Board of Directors may determine.

(b) If notice shall have been given as aforesaid, and if on or before
the redemption date the funds necessary for such redemption shall have been
set aside by the corporation, separate and apart from its other funds, for the
pro rata benefit of the holders of the shares so called for redemption, then,
notwithstanding that any certificates for shares of Preferred Stock so called
for redemption shall not have been surrendered for cancellation, the shares
represented thereby shall no longer be deemed outstanding, the right to
receive dividends thereon shall cease to accrue from and after the date for
redemption so designated and all rights of holders of the shares of Preferred
Stock so called for redemption shall forthwith, after such redemption date,
cease and terminate, except the right of the holders thereof to receive the
amount payable to them upon such redemption, without interest, and except the
right, if any, of the holders of such shares to convert such shares on or
before the third day prior to the date designated for such redemption or any
other date (not later than the date designated for such redemption) specified
in the resolution or resolutions of the Board of Directors creating the series
of Preferred Stock of which such shares are a part. Any moneys so set aside
by the corporation and unclaimed at the end of six years from the date fixed
for such redemption shall revert to the general funds of the corporation after
which reversion the holders of such shares so called for redemption shall look
only to the corporation for payment of the amount payable to them upon such
redemption and such shares shall still not be deemed to be outstanding. Any
moneys so set aside by the corporation which shall not be required for such
redemption because of the exercise of any conversion right of any shares to be
redeemed shall revert to the general funds of the corporation forthwith.

3. No holder of Preferred Stock as such shall have any preemptive
right to subscribe to stock, obligations, warrants, rights to subscribe to
stock or other securities of the corporation of any class, whether now or
hereafter authorized.

4. Except as otherwise provided in the resolution or resolutions of
the Board of Directors creating a series of $0.01 Par Value Preferred Stock or
a series of Class A Preferred Stock $0.01 Par Value, dividends on all shares
of Preferred Stock shall be cumulative from the date on which such shares are
first issued and sold or from the last dividend payment date to which
dividends have been paid in full, or declared and set apart for payment,
whichever is later.

5. For the purposes of this Article:

(a) The term "subsidiary" shall mean any corporation of which the
corporation, directly or indirectly, owns or controls such number of shares of
outstanding stock as have ordinary voting power to elect a majority of the
board of directors of such corporation;

(b) The term "outstanding", when used in reference to shares of
stock, shall mean issued shares, excluding shares held by the corporation or a
subsidiary and shares called for redemption funds for the redemption of which
shall have been set aside in accordance with paragraph 2 of this Section IV;

(c) The amount of dividends "accrued" on any share of Preferred Stock
at any quarterly dividend payment date shall be the amount of any unpaid
dividends accumulated thereon to and including such quarterly dividend payment
date, whether or not earned or declared and whether or not there shall be
funds legally available for the payment of dividends thereon, and the amount
of dividends "accrued" on any share of Preferred Stock as at any date other
than a quarterly dividend payment date shall be the amount of dividends
accrued thereon at the last preceding quarterly dividend payment date plus a
pro rata portion of the annual dividend for the period after such last
preceding quarterly dividend payment date to and including the date as of
which the calculation is made, calculated on the basis of a 360-day year of
twelve 30-day months.

(d) Any class, classes or series of stock of the corporation shall be
deemed to rank

(i) prior to any other class, classes or series of stock of the
corporation either as to dividends or upon liquidation if the holders of such
class, classes or series shall be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up, as the case
may be, in preference or priority to the holders of the class, classes or
series as to which such determination is being made;

(ii) junior to any class, classes or series of stock of the
corporation either as to dividends or upon liquidation if the rights of the
holders of such class, classes or series shall be subject or subordinate to
the rights of the holders of the class, classes or series as to which such
determination is being made in respect of the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up, as the case
may be.


SECTION IV. PROVISIONS RELATING TO COMMON STOCK

1. At all times each holder of Common Stock of the corporation shall be
entitled to one vote for each share of such stock standing in the name of such
holder on the books of the corporation. This paragraph shall not affect the
special voting rights of the Preferred Stock hereinabove set forth.

2. No holder of the Common Stock as such shall have any preemptive right
to subscribe to stock, obligations, warrants, rights to subscribe to stock or
other securities of the corporation of any class, whether now or hereafter
authorized.

3. The rights of holders of the Common Stock shall be subject and
subordinate to the rights of the holders of the Preferred Stock in respect of
dividends and amounts distributable upon liquidation, dissolution or winding
up.

4. The corporation shall reserve and shall at all times have reserved
out of its authorized but unissued shares of the Common Stock enough shares of
the Common Stock to permit the conversion of the then outstanding shares of 6
1/4% Cumulative Convertible Preferred Stock, Series A, No Par Value of
Burlington Northern Inc. (the "Burlington Northern Preferred Stock"). All
shares of Common Stock which may be issued upon conversion of the Burlington
Preferred Stock shall be validly issued, fully paid and nonassessable. In
order that the corporation may issue shares of Common Stock upon conversion of
the Burlington Northern Preferred Stock, the corporation will endeavor to
comply with all applicable Federal and State securities laws and will endeavor
to list such shares of Common Stock to be issued upon conversion on each
securities exchange on which the Common Stock is listed. The Burlington
Northern Preferred Stock shall otherwise be convertible into the same number
of shares of Common Stock, at the same conversion price and upon the same
terms and conditions as with respect to the common stock, no par value of
Burlington Northern Inc., including with respect to required adjustments to
the conversion price upon the occurrence of certain events, all as set forth
in the instruments governing the terms of the Burlington Northern Preferred
Stock.

FIFTH: In furtherance and not in limitation of the powers conferred by
law, the Board of Directors is expressly authorized:

1. To adopt, amend or repeal the By-Laws of the corporation subject
to the power of the stockholders of the corporation having voting power to
adopt By-Laws and to amend or repeal By-Laws adopted or amended by the Board
of Directors.

2. To remove at any time any officer elected or appointed by the
Board of Directors by such vote of the Board of Directors as may be provided
for in the By-Laws. Any other officer of the corporation may be removed at
any time by a vote of the Board of Directors, or by any committee or superior
officer upon whom such power of removal may be conferred by the By-Laws or by
a vote of the Board of Directors.

3. To establish bonus, profit sharing, stock option, stock purchase,
retirement or other types of incentive or compensation plans for the employees
(including officers and directors) of the corporation and to fix the terms of
such plans and to determine, or prescribe the method for determining, the
persons to participate in any such plans and the amount of their respective
participations.

4. From time to time to determine whether and to what extent, and at
what time and places and under what conditions and regulations, the accounts
and books of the corporation (other than the stock ledger) or any of them,
shall be open to the inspection of the stockholders; and no stockholder shall
have any right to inspect any account or book or document of the corporation,
except as conferred by the laws of the State of Delaware or as authorized by
the Board of Directors.

SIXTH: In addition to any affirmative vote required by law, this
Certificate of Incorporation, any agreement with any national securities
exchange or otherwise, any "Business Combination" (as hereinafter defined)
involving the corporation shall be subject to approval in the manner set forth
in this Article.

Section I--Definitions

For the purposes of Article SIXTH and Article SEVENTH of this
Certificate of Incorporation:

(a) "Affiliate" and "beneficial owner" are used herein as defined in
Rule 12b-2 and Rule 13d-3, respectively, under the Securities Exchange Act of
1934 as in effect on the date of adoption of this Section I by the
stockholders of the corporation ("1934 Act"). The term "Affiliate" as used
herein shall exclude the corporation, but shall include the definition of
"Associate" as contained in said Rule 12b-2.

(b) An "Interested Stockholder" is a person other than the corporation
who is (i) the beneficial owner of ten percent or more of the stock of the
corporation entitled to vote for the election of directors ("Voting Stock"),
or (ii) an Affiliate of the corporation and (A) at any time within a two-year
period prior to the record date to vote on a Business Combination was the
beneficial owner of ten percent or more of the Voting Stock, or (B) at the
completion of the Business Combination will be the beneficial owner of ten
percent or more of the Voting Stock.

(c) A "Person" is a natural person or a legal entity of any kind,
together with any Affiliate of such person or entity, or any person or entity
with whom such person, entity or an Affiliate has any agreement or
understanding relating to acquiring, voting, or holding Voting Stock.

(d) A "Disinterested Director" is a member of the Board of Directors of
the corporation (other than the Interested Stockholder) who was a director
prior to the time the interested stockholder became an Interested Stockholder,
or any director who was recommended for election by the Disinterested
Directors. Any action to be taken by the Disinterested Directors shall
require the affirmative vote of at least two-thirds of the Disinterested
Directors.

(e) A "Business Combination" is (i) a merger or consolidation of the
corporation of any of its subsidiaries with an Interested Stockholder; (ii)
the sale, lease, exchange, pledge, transfer or other disposition (A) by the
corporation or any of its subsidiaries of all or a Substantial Part of the
corporation's Assets to an Interested Stockholder, or (B) by an Interested
Stockholder of corporation or any of its subsidiaries; (iii) the issuance of
stock or other securities of the corporation or any of its subsidiaries to an
Interested Stockholder, other than on a pro rata basis to all holders of
Voting Stock of the same class held by the Interested Stockholder or rights;
(iv) the adoption of any plan or proposal for the liquidation or dissolution
of the corporation proposed by or on behalf of an Interested Stockholder; (v)
any reclassification of securities, recapitalization, merger or consolidation
or other transaction which has effect, directly or indirectly, of increasing
the proportionate share of any Voting Stock beneficially owned by an
Interested Stockholder; or (vi) any agreement, contract or other arrangement
providing for any of the foregoing transactions.

(f) A "Substantial Part of the corporation's Assets" shall mean assets
of the corporation or any of its subsidiaries in an amount equal to twenty
percent or more of the fair market value, as determined by the Disinterested
Directors, of the total consolidated assets of the corporation and its
subsidiaries taken as a whole as of the end of its most recent fiscal year
ended prior to the time the determination is made.

Section II--Vote Required For Business Combinations

The affirmative vote of not less than fifty-one percent of the
Voting Stock, excluding the Voting Stock of an Interested Stockholder who is a
party to the Business Combination, shall be required for the adoption or
authorization of a Business Combination, unless the Disinterested Directors
determine that:

(a) The Interested Stockholder is the beneficial owner of not less than
eighty percent of the Voting Stock and has declared its intention to vote in
favor of or approve such Business Combination; or

(b) (i) The fair market value of the consideration per share to be
received or retained by the holders of each class or series of stock of the
corporation in a Business Combination is equal to or greater than the
consideration per share (including brokerage commissions and soliciting
dealer's fees) paid by such Interested Stockholder in acquiring the largest
number of shares of such class of transactions, whether before or after the
Interested Stockholder became an Interested Stockholder and (ii) the
Interested Stockholder shall not have received the benefit, directly or
indirectly (except proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance provided by the corporation,
whether in anticipation of or in connection with such Business Combination or
otherwise.

Section III--Information Requirements

In the event any vote of holders of Voting Stock is required for the
adoption or approval of any Business Combination, a proxy or information
statement describing the Business Combination and complying with the
requirements of the 1934 Act shall be mailed at a date determined by the
Disinterested directors to all stockholders of the corporation whether or not
such statement is required under the 1934 Act. The statement shall contain
any recommendations as to the advisability of the Business Combination which
the Disinterested Directors, or any of them, may choose to state and, if
deemed advisable by the Disinterested Directors, an opinion of an investment
banking firm as to the fairness of the terms of such Business Combination.
Such firm shall be selected by the Disinterested Directors and paid a fee for
its services by the corporation as approved by the Disinterested Directors.

SEVENTH: Any action by stockholders of the corporation shall be taken at
a meeting of stockholders and no action may be taken by written consent of
stockholders entitled to vote upon such action. No amendment to the
Certificate of Incorporation shall amend, alter, change or repeal any of the
provisions of Article SIXTH hereof or of this Article SEVENTH unless such
amendment shall receive the affirmative vote of not less than fifty-one
percent of the voting Stock, excluding the Voting Stock of any Interested
Stockholder as defined in Article SIXTH.

EIGHTH: To the full extent that the Delaware General Corporation Law, as
it exists on the date hereof or may hereafter be amended, permits the
limitation or elimination of the liability of directors, a director of the
corporation shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any amendment to
or repeal of this Article EIGHTH shall not adversely affect any right or
protection of a director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.

NINTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as
the case may be, to be summoned in such manner as the said court directs. If
a majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or
on all the stockholders or class of stockholders, of this corporation, as the
case may be, and also on this corporation.

4. This Restated Certificate of Incorporation was duly adopted by the sole
incorporator in accordance with Sections 241 and 245 of the General
Corporation Law of the State of Delaware.

5. This Restated Certificate of Incorporation shall be effective on December
23, 1994.

IN WITNESS WHEREOF, said BNSF Corp. has caused this Certificate to be signed
by Dennis Hersch its sole incorporate this 21st of December, 1994.

BNSF CORP.


By: /s/ Dennis Hersch
-------------------
Dennis Hersch


CERTIFICATE OF CORRECTION OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
BNSF CORPORATION

BNSF Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Company"), does hereby certify:

1. A Certificate of Incorporation of the Company (the
"Certificate") was filed with the Secretary of State of the State of Delaware
on December 16, 1994, as amended and restated on December 21, 1994, which
contains an inaccurate record of the corporate action taken therein referred
to, and said Certificate requires correction as permitted by subsection (f) of
Section 103 of the General Corporation Law of the State of Delaware.

2. The inaccuracy in said Certificate is that it was not intended
that Article SIXTH and Article SEVENTH of the Certificate be effective until
such time as Burlington Northern Inc. ("BNI") and Santa Fe Pacific Corporation
("SFP") become direct or indirect subsidiaries of the Company.

3. Articles SIXTH and SEVENTH of the Certificate are corrected to
read as follows:

SIXTH: Immediately following the time at which BNI and SFP become direct
or indirect subsidiaries of the corporation, in addition to any affirmative
vote required by law, this Certificate of Incorporation, any agreement with
any national securities exchange or otherwise, any "Business Combination" (as
hereinafter defined) involving the corporation shall be subject to approval in
the manner set forth in this Article.

Section I--Definitions

For the purposes of Article SIXTH and Article SEVENTH of this
Certificate of Incorporation:

(a) "Affiliate" and "beneficial owner" are used herein as
defined in Rule 12b-2 and Rule 13d-3, respectively, under the Securities
Exchange Act of 1934 as in effect on the date of adoption of this Section I by
the stockholders of the corporation ("1934 Act"). The term "Affiliate" as
used herein shall exclude the corporation, but shall include the definition of
"Associate" as contained in said Rule 12b-2.

(b) An "Interested Stockholder" is a person other than the
corporation who is (i) the beneficial owner of ten percent or more of the
stock of the corporation entitled to vote for the election of directors
("Voting Stock"), or (ii) an Affiliate of the corporation and (A) at any time
within a two-year period prior to the record date to vote on a Business
Combination was the beneficial owner of ten percent or more of the Voting
Stock, or (B) at the completion of the Business Combination will be the
beneficial owner of ten percent or more of the Voting Stock.

(c) A "Person" is a natural person or a legal entity of any
kind, together with any Affiliate of such person or entity, or any person or
entity with whom such person, entity or an Affiliate has any agreement or
understanding relating to acquiring, voting, or holding Voting Stock.

(d) A "Disinterested Director" is a member of the Board of
Directors of the corporation (other than the Interested Stockholder) who was a
director prior to the time the interested stockholder became an Interested
Stockholder, or any director who was recommended for election by the
Disinterested Directors. Any action to be taken by the Disinterested
Directors shall require the affirmative vote of at least two-thirds of the
Disinterested Directors.

(e) A "Business Combination" is (i) a merger or consolidation
of the corporation of any of its subsidiaries with an Interested Stockholder;
(ii) the sale, lease, exchange, pledge, transfer or other disposition (A) by
the corporation or any of its subsidiaries of all or a Substantial Part of the
corporation's Assets to an Interested Stockholder, or (B) by an Interested
Stockholder of corporation or any of its subsidiaries; (iii) the issuance of
stock or other securities of the corporation or any of its subsidiaries to an
Interested Stockholder, other than on a pro rata basis to all holders of
Voting Stock of the same class held by the Interested Stockholder or rights;
(iv) the adoption of any plan or proposal for the liquidation or dissolution
of the corporation proposed by or on behalf of an Interested Stockholder; (v)
any reclassification of securities, recapitalization, merger or consolidation
or other transaction which has effect, directly or indirectly, of increasing
the proportionate share of any Voting Stock beneficially owned by an
Interested Stockholder; or (vi) any agreement, contract or other arrangement
providing for any of the foregoing transactions.

(f) A "Substantial Part of the corporation's Assets" shall
mean assets of the corporation or any of its subsidiaries in an amount equal
to twenty percent or more of the fair market value, as determined by the
Disinterested Directors, of the total consolidated assets of the corporation
and its subsidiaries taken as a whole as of the end of its most recent fiscal
year ended prior to the time the determination is made.

Section II--Vote Required For Business Combinations

The affirmative vote of not less than fifty-one percent of the
Voting Stock, excluding the Voting Stock of an Interested Stockholder who is a
party to the Business Combination, shall be required for the adoption or
authorization of a Business Combination, unless the Disinterested Directors
determine that:

(a) The Interested Stockholder is the beneficial owner of not
less than eighty percent of the Voting Stock and has declared its intention to
vote in favor of or approve such Business Combination; or

(b) (i) The fair market value of the consideration per share
to be received or retained by the holders of each class or series of stock of
the corporation in a Business Combination is equal to or greater than the
consideration per share (including brokerage commissions and soliciting
dealer's fees) paid by such Interested Stockholder in acquiring the largest
number of shares of such class of transactions, whether before or after the
Interested Stockholder became an Interested Stockholder and (ii) the
Interested Stockholder shall not have received the benefit, directly or
indirectly (except proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance provided by the corporation,
whether in anticipation of or in connection with such Business Combination or
otherwise.

Section III--Information Requirements

In the event any vote of holders of Voting Stock is required for the
adoption or approval of any Business Combination, a proxy or information
statement describing the Business Combination and complying with the
requirements of the 1934 Act shall be mailed at a date determined by the
Disinterested directors to all stockholders of the corporation whether or not
such statement is required under the 1934 Act. The statement shall contain
any recommendations as to the advisability of the Business Combination which
the Disinterested Directors, or any of them, may choose to state and, if
deemed advisable by the Disinterested Directors, an opinion of an investment
banking firm as to the fairness of the terms of such Business Combination.
Such firm shall be selected by the Disinterested Directors and paid a fee for
its services by the corporation as approved by the Disinterested Directors.

SEVENTH: Any action by stockholders of the corporation shall be
taken at a meeting of stockholders and no action may be taken by written
consent of stockholders entitled to vote upon such action. No amendment to
the Certificate of Incorporation shall amend, alter, change or repeal any of
the provisions of Article SIXTH hereof or of this Article SEVENTH unless such
amendment shall receive the affirmative vote of not less than fifty-one
percent of the voting Stock, excluding the Voting Stock of any Interested
Stockholder as defined in Article SIXTH. This Article SEVENTH shall not
become effective until immediately following the time at which BNI and SFP
become direct or indirect subsidiaries of the corporation.

BNSF Corporation has caused this Certificate of Correction of
Amended and Restated Certificate of Incorporation to be signed by Jeffrey R.
Moreland, its Vice President, authorized officer, this 7th day of September,
1995.


By: /s/ Jeffrey R. Moreland
--------------------------
Name: Jeffrey Moreland
Title: Vice President & Secretary


AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
BNSF CORPORATION

BNSF Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "GCL"), does hereby amend the Amended and Restated Certificate
of Incorporation of the Corporation, which was originally filed on December
16, 1994. The undersigned hereby certifies that this Amendment to the Amended
and Restated Certificate of Incorporation has been duly adopted in accordance
with Section 242 of the GCL.

Article 1. is hereby deleted in its entirety and replaced with:
"FIRST: The name of the Corporation is Burlington Northern Santa Fe
Corporation."

THE UNDERSIGNED, being an officer of BNSF Corporation for the purpose of
amending the Amended and Restated Certificate of Incorporation of the
Corporation pursuant to the General Corporation Law of the State of Delaware,
does make this Amended Certificate of Incorporation, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 11th day of September, 1995.

BNSF Corporation

By: /s/ Douglas J. Babb
------------------------
Name: Douglas Babb
Title: President

ATTEST
By:/s/ Jeffrey Moreland
----------------------
Name: Jeffrey Moreland
Title: Vice President & Secretary


CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
BURLINGTON NORTHERN SANTA FE CORPORATION


Burlington Northern Santa Fe Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

DOES HEREBY CERTIFY:

FIRST: That, on January 15, 1998, the Board of Directors of said
corporation adopted a resolution proposing and declaring advisable the
following amendment to the Amended and Restated Certificate of Incorporation
of said corporation:

RESOLVED, that the Board of Directors declares it advisable that the
Amended and Restated Certificate of Incorporation of the Company, which was
originally filed on December 16, 1994, be amended to increase the number of
authorized shares of Common Stock, $0.01 par value per share from 300,000,000
to 600,000,000, and recommends that the first paragraph of Article FOURTH of
the Amended and Restated Certificate of Incorporation be amended to read as
follows:

The total number of shares of all classes of stock which the
corporation shall have authority to issue is 675,000,000 shares, of which
25,000,000 shall be preferred stock, $0.01 par value per share (hereinafter
referred to as the "$0.01 Par Value Preferred Stock"), 50,000,000 shall be
Class A Preferred Stock, $0.01 par value per share (hereinafter referred to as
the "Class A Preferred Stock") (such $0.01 Par Value Preferred Stock and Class
A Preferred Stock being hereinafter referred to collectively as the "Preferred
Stock"), and 600,000,000 shall be Common Stock, $0.01 par value per share.

FURTHER RESOLVED, that the proposed amendment to the Amended and
Restated Certificate of Incorporation be submitted to the shareholders for
their approval at the 1998 annual meeting of shareholders, and that, if
approved, any officer of the Company, including the Secretary and any
Assistant Secretary, is hereby authorized and directed, in the name and on
behalf of the Company, to execute and deliver such amendment for filing with
the Secretary of State of the State of Delaware and to take any and all
actions necessary to effect the amendment of the Amended and Restated
Certificate of Incorporation.

SECOND: That, thereafter, the regular annual meeting of the shareholders
of said corporation was duly called and held on April 16, 1998, at which
meeting the necessary number of shares as required by statute were voted in
favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, the said Burlington Northern Santa Fe Corporation has
caused this certificate to be signed by Jeffrey T. Williams, its Assistant
Secretary, this 21st day of April, 1998.

BURLINGTON NORTHERN SANTA FE CORPORATION


By: /s/ J.T. Williams
--------------------
Jeffrey T. Williams
Its Assistant Secretary