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<br />87w"' 104276
<br />THIS FOURTEENTH SUPPLEMENTAL INDENTURE, dated as
<br />of May 15, 1987, by and between BURLINGTON NORTHERN RAILROAD
<br />COMPANY, a corporation organized and existing under the laws
<br />of the State of Delaware, hereinafter called the "Company ",
<br />party of the first part, and MORGAN GUARANTY TRUST COMPANY
<br />OF NEW YORK, a New York trust company, and W. A. Johnson, of
<br />St. Louis, Missouri, successor to Bartlett Ford and Jacob M.
<br />Ford II, as Trustees, parties of the second part, herein-
<br />after called, when referred to jointly, the "Trustees" and,
<br />when referred to separately, the "Corporate Trustee" and the
<br />"Individual Trustee ", respectively.
<br />WHEREAS the Company has heretofore executed and
<br />delivered a Consolidated Mortgage dated March 2, 1970
<br />(hereinafter called the "Original Mortgage "), and supplemen-
<br />tal indentures thereto dated, respectively, as of March 2,
<br />1970, July 1, 1970, April 15, 1971, December 20, 1971,
<br />May 23, 1972, January 15, 1974, July 1, 1975, June 15, 1978,
<br />March 1, 1979, August 1, 1980, May 14, 1981, December 31,
<br />1981, December 31, 1982, and October 1, 1986, under which
<br />Consolidated Mortgage Bonds of several series are outstand-
<br />ing (the Original Mortgage as heretofore supplemented and
<br />modified being hereinafter called the "Indenture ");
<br />WHEREAS the Company has by proper corporate action
<br />authorized the issuance and sale of an additional series of
<br />Bonds under the Indenture to be known as "Consolidated
<br />Mortgage 8 -718% Bonds, Series I, Due 199411, hereinafter
<br />called the "Bonds of Series I ", in the principal amount of
<br />$150,000,000;
<br />WHEREAS the Company desires by this Fourteenth
<br />Supplemental Indenture to evidence the terms and provisions,
<br />as determined by its officers as authorized by its Board of
<br />Directors, of the Bonds of Series I all as more fully set
<br />forth herein; and
<br />WHEREAS all acts and things prescribed by law, by
<br />the Restated Certificate of Incorporation and By -laws of the
<br />Company and by the Indenture have been duly performed and
<br />complied with to make this Fourteenth Supplemental Indenture
<br />and the Bonds of Series I, when duly executed, authenticated
<br />(in the case of such Bonds) and delivered, valid, binding
<br />and legal instruments in accordance with their respective
<br />terms;
<br />N
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