Summary of BURLINGTON NORTHERN SANTA FE CORP

Item 1.01 Entry into a Material Definitive Agreement.

Burlington Northern Santa Fe Corporation ("BNSF") entered into an underwriting agreement (the "Underwriting Agreement") dated as of November 25, 2008, with Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the several underwriters listed therein (collectively, the "Underwriters"), pursuant to which BNSF agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $500 million in aggregate principal amount of 7.00% Notes due February 1, 2014, as described in the prospectus supplement dated November 25, 2008 filed pursuant to BNSF's shelf registration statement on Form S-3, Registration No. 333-155301 (the "Registration Statement").

The notes will be issued under the Indenture dated as of December 1, 1995, as supplemented by the Third Supplemental Indenture, to be dated as of December 3, 2008, between BNSF and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor in interest to The First National Bank of Chicago, as trustee, and an officers' certificate providing for the issuance of the notes. BNSF expects the notes to be delivered against payment on December 3, 2008.

A copy of the Underwriting Agreement is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.