THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Burlington Northern Santa Fe Corporation (BNI)

3/16/2006 Proxy Information

Alan L. Boeckmann is Chairman and Chief Executive Officer of Fluor Corporation, which company made payments in the ordinary course of business aggregating less than 0.2% of either its or BNSF’s revenues to a BNSF subsidiary during 2005.

Mr. Whisler is Chairman and Chief Executive Officer of Phelps Dodge Corporation, which company made payments in the ordinary course of business aggregating less than 0.2% of either its or BNSF’s revenues to a BNSF subsidiary for transportation services during 2005.

Mr. Whitcares is Chairman and Chief Executive Officer of AT&T Inc., subsidiaries of which received payments in the ordinary course of business from BNSF and its subsidiaries aggregating less than 0.2% of either its or BNSF’s revenues during 2005.

Director Racicot became the President of the American Insurance Association on August 1, 2005 and left the partnership of Bracewell & Giuliani, L.L.P. at that time. The Bracewell & Giuliani, L.L.P. law firm provided legal services to the Company in 2005. Director Martinez is a partner with Munger, Tolles & Olson, LLP, which firm provided legal services to the Company in 2005 and is providing legal services to the Company in 2006.

3/14/2005 Proxy Information

Alan L. Boeckmann is Chairman and Chief Executive Officer of Fluor Corporation, which company received payments in the ordinary course of business aggregating less than 0.05% of either its or The Company’s revenues from a Company subsidiary during 2004.

Edward E. Whitacre is Chairman and Chief Executive Officer of SBC Communications Inc., subsidiaries of which received payments in the ordinary course of business from BNSF and its subsidiaries aggregating less than 0.05% of either its or BNSF’s revenues during 2004.

J. Steven Whisler is Chairman and Chief Executive Officer of Phelps Dodge Corporation, which company made payments in the ordinary course of business aggregating less than 0.05% of either its or BNSF’s revenues to a BNSF subsidiary for transportation services during 2004.

Director Martinez is a partner of Munger, Tolles & Olson, LLP, which firm provided legal services to the Company in 2004 and is providing legal services to the Company in 2005. Director Racicot is a partner of Bracewell & Patterson, L.L.P., which firm provided legal services to the Company in 2004 and is providing legal services to the Company in 2005.

3/15/2004 Proxy Information

Director Racicot is a partner with Bracewell & Patterson, L.L.P., which firm provided legal services to the Company in 2003 and is expected to provide legal services to the Company in 2004. Director Martinez is a partner with Munger, Tolles & Olson, LLP, which firm provided legal services to the Company in 2003 and is expected to provide legal services to the Company in 2004. Directors Racicot and Martinez have no direct or personal interest in these legal services; their interests arise only because of their position as a partner in their respective firms and as directors of BNSF. J.P. Morgan Chase & Co. and its affiliates provided a variety of financing and banking services to the Company in the ordinary course of business in 2003 and are expected to provide similar services in 2004. Director Shapiro retired as Vice Chairman for Finance, Risk Management, and Administration of J.P. Morgan Chase & Co. in 2003, and is no longer an executive officer or employee of J.P. Morgan Chase & Co. Director Shapiro has no direct or personal interest in these financing and banking services; his interest arose only because of his former position as an executive officer of J.P. Morgan Chase & Co. and as a director of BNSF.

3/11/2003 Proxy Information

Director Racicot is a partner with Bracewell & Patterson, L.L.P., which firm provided legal services to the Company in 2002, and is expected to provide legal services in 2003. Director Martinez is a partner with the Munger, Tolles & Olson law firm, which firm provided legal services to the Company in 2002 and is expected to provide legal services to the Company in 2003. J.P. Morgan Chase & Co. and its affiliates provided a variety of financing and banking services to the Company in the ordinary course of business in 2002, and are expected to provide similar services in 2003. Director Shapiro is Vice Chairman for Finance, Risk Management, and Administration of J.P. Morgan Chase & Co. Directors Racicot, Martinez and Shapiro have no direct or personal interest in these legal or financing and banking services; their interests arise only because of their positions as a partner or an executive officer with their respective firms or company and as directors of BNSF.