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200310'794
<br />WHEREAS, The Burlington Northern and Santa Fe Railway
<br />Company, a Delaware Corporation, formerly Burlington Northern
<br />Railroad Company and prior to that, Burlington Northern Inc.,
<br />corporate successor in interest and title by merger to Great
<br />Northern Railway Company (hereinafter called the "Company "),
<br />and Citibank, N.A., formerly The First National Bank of the City
<br />of New York, as Trustee, are parties to that certain Great Northern
<br />Railway Company General Gold Bond Mortgage dated January 1,
<br />1921, as amended by Supplemental Indentures, dated, respectively,
<br />March 19, 1936, as of January 1, 1937, April 18, 1944, as of July
<br />1, 1944, March 20, 1945, July 1, 1945, two supplements as of
<br />January 1, 1946, as of July 2, 1953, as of September 1, 1954, two
<br />supplements as of March 2, 1970, as of July 1, 1970, as of January
<br />1, 1971, as of January 1, 1974, as of July 1, 1975, as of January 1,
<br />1978, as of July 1, 1980, as of May 14, 1981, as of December 31,
<br />1981, as of December 31, 1982, as of January 29, 1986, as of
<br />November 20, 1987, as of December 22, 1992, and as of December
<br />31, 1996, under which General Gold Bond Mortgage Bonds of
<br />several series have been issued;
<br />WHEREAS, Great Northern Railway Company General
<br />Mortgage 2.625% Gold Bonds, Series Q, due January 1, 2010 were
<br />the only issue of bonds outstanding in the hands of the public and
<br />the Company has effected the early redemption of the same by
<br />depositing in trust with U. S. Bank Trust National Association 100
<br />1/8% of the principal amount owing on the Series Q Bonds and the
<br />interest owing thereon and has paid or caused to be paid all other
<br />sums payable by it under the Great Northern Railway Company
<br />General Gold Bond Mortgage;
<br />WHEREAS, the Great Northern Railway Company
<br />General Mortgage 9 1/2% Gold Bonds, Series S, due January 1,
<br />2010, the Great Northern Railway Company General Mortgage 8
<br />1/2% Gold Bonds, Series T, due January 1, 2010, the Great
<br />Northern Railway Company General Mortgage 8.6% Gold Bonds,
<br />Series U, due January 1, 2010, the Great Northern Railway
<br />Company General Mortgage 9 1/4% Gold Bonds, Series V, due
<br />January 1, 2010, General Mortgage 9 1/4% Gold Bonds, Series W,
<br />due January 1, 2010 and the Great Northern Railway Company
<br />General Mortgage 12 7/8% Gold Bonds, Series X, due January 1,
<br />2010, have been released as security for other obligations and the
<br />same have been set aside for cancellation.
<br />NOW THEREFORE, in consideration of the premises and
<br />of the sum of ten dollars ($10.00) to the Trustee duly paid by the
<br />Company at or before the execution of this instrument, receipt of
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