EXHIBIT 10.19
As Amended January 16, 1997
BURLINGTON NORTHERN SANTA FE CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
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ARTICLE 1
PURPOSE
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1.01 The purpose of this Deferred Compensation Plan (Plan) is to attract and
retain highly qualified individuals to serve as members of the Company's Board
of Directors.
ARTICLE II
ADMINISTRATION
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2.01 The Plan shall be administered by the Directors and Corporate Governance
Committee of the Board of Directors (the "Committee"). The Committee shall
interpret the Plan, prescribe, amend and rescind rules relating to it from
time to time as it deems proper and in the best interests of the Company, and
to take any other action necessary for the administration of the Plan. Any
decision or interpretation adopted by the Committee shall be final and
conclusive and shall be binding upon all participants.
ARTICLE III
PARTICIPATION
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3.01 Participation in this Plan is voluntary. Each director of the Company
may elect to participate in the Plan by written notice to the Company upon his
election to the Board of Directors.
3.02 The election, which shall be irrevocable, shall remain in effect for one
year which shall begin on the day of the annual stockholders' meeting and
shall terminate the day before the succeeding annual stockholders' meeting.
3.03 The election by a director who is elected to the Board at other than an
annual stockholders' meeting shall remain in effect until the next annual
stockholders' meeting.
ARTICLE IV
COMPENSATION
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4.01 Each Participant may elect to have all or a specified percentage of his
Compensation deferred until he ceases to be a director.
4.02 "Compensation" shall mean the annual retainer and meeting fees for Board
and Board Committee meetings.
4.03 The Company shall establish a memorandum account for each Participant
who has elected to defer a portion of his Compensation for any year and shall
credit such account for Compensation on the date payment would otherwise have
been made.
4.04 Interest on investment returns shall be reflected to each member's
account at the end of each quarter and such other periods as may be determined
by the Committee. The rate of return shall be based upon the investment
option selected and the return on such investment option. Such investment
options shall be established by the Board with such terms and conditions as
they may deem appropriate.
4.05 Distribution of a Participant's memorandum account shall be as follows:
(a) In five equal annual installments in January of each year
following the year in which the Participant ceases to be a
director; or,
(b) If approved by the Committee, in some other number of equal annual
installments, not to exceed ten, commencing in January of the year
following the year in which the Participant ceases to be a
director;
(c) If approved by the Committee, in a lump sum on a date within the
ten year period following the year in which the Participant ceases
to be a director.
4.06 Interest shall accrue on the outstanding memorandum account balance to
the date of distribution.
4.07 If a Participant dies or becomes permanently disabled prior to payment
of all amounts due under the Plan, the balance of the amount due shall be
payable to the Participant or his estate, at the discretion of the Committee,
in a lump sum as soon as is practicable or in some number of equal annual
installments, not to exceed ten, commencing in January of the year following
the year in which the Participant died or became permanently disabled.
4.08 The Committee shall distribute periodic earnings reports to the
Participants under the Plan.
ARTICLE V
GENERAL PROVISIONS
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5.01 The deferred compensation to be paid to the Participants pursuant to
this Plan is an unfunded obligation of the Company. Nothing herein contained
shall require the Company to segregate any monies from its general funds, or
to create any trusts, or to make any special deposits with respect to this
obligation. Title to and beneficial ownership of any funds invested or
reinvested, including the income or profits therefrom, which the Company may
make to fulfill its obligations under this Plan shall at all times remain in
the Company. A Participant's right to receive the payment of any deferred
compensation may not be assigned, transferred, pledged or encumbered except by
will or by the laws of descent and distribution.
5.02 The Board of Directors may from time to time amend, suspend or terminate
the Plan, in whole or in part, and if the Plan is suspended or terminated, the
Board may reinstate any or all of its provisions.