News Release

Burlington Northern Santa Fe Shareholders Elect Directors

FORT WORTH, Texas, April 17, 2002 :

Shareholders of Burlington Northern Santa Fe Corporation (BNSF) (NYSE: BNI) elected 12 directors, including Matthew K. Rose, chairman, president and chief executive officer, at the company's annual shareholders meeting held today in Fort Worth.

In addition to Rose, the following directors were elected for a one-year term:

Alan L. Boeckmann, 53, chairman and chief executive officer of Fluor Corporation;

John J. Burns, Jr., 70, president and chief executive officer of Alleghany Corporation;

Bill M. Lindig, 65, retired chairman of SYSCO Corporation;

Vilma S. Martinez, 58, partner in the law firm of Munger, Tolles & Olson LLP;

Marc F. Racicot, 53, partner in the law firm of Bracewell & Patterson LLP;

Roy S. Roberts, 63, retired group vice president, North American Vehicle Sales, Service and Marketing, of General Motors Corporation;

Marc J. Shapiro, 54, vice chairman for finance, risk management and administration of J.P. Morgan Chase & Co.;

Robert H. West, 63, retired chairman of the board of Butler Manufacturing Company;

J. Steven Whisler, 47, chairman, president and chief executive officer of Phelps Dodge Corporation;

Edward E. Whitacre, Jr., 60, chairman of the board and chief executive officer of SBC Communications Inc.; and

Michael B. Yanney, 68, chairman and chief executive officer of America First Companies LLC.

Robert D. Krebs, retired chairman of BNSF, and Arnold R. Weber, president-emeritus of Northwestern University, did not stand for re-election to the BNSF board of directors.

Shareholders also approved an amended version of the BNSF 1999 stock incentive plan.

Through its subsidiary, The Burlington Northern and Santa Fe Railway Company, BNSF operates one of the largest railroad networks in North America, with 33,000 route miles of track covering 28 states and two Canadian provinces. BNSF is an industry leader in Web-enabling a wide variety of customer transactions. The railway moves more intermodal traffic than any other rail system in the world, is America’s largest grain-hauling railroad, and hauls enough coal to generate more than 10 percent of the electricity produced in the United States.

BNSF Headquarters
BNSF Railway Company
2650 Lou Menk Dr. 2nd Floor
P.O. Box 961057
Fort Worth, TX 76161-0057
Phone: (817) 352-1000