BNSF RAILWAY COMPANY NON-SALARIED EMPLOYEES 401K RETIREMENT PLAN

BNSF RAILWAY COMPANY NON-SALARIED EMPLOYEES 401K RETIREMENT PLAN is a Defined Contribution Plan which has an account specified for the individual employee where a defined amount is being contributed to the plan by the individual, the employer or both. Examples of this type of plan are 401(k), 401(a), Employee Stock Ownership Plan (ESOP), Savings Plans and Profit Sharing Plans.

An Alternate Payee can be awarded a portion of the Employee's account pursuant to a QDRO. The Plan will establish a separate account for the Alternate Payee, and offer the Alternate Payee the same investment opportunities that are available for other participants. If the Alternate Payee chooses, it is usually possible to transfer the funds awarded to an IRA or other tax qualified account of his/her choice. By using a QDRO to award funds from this type of plan, early withdrawal penalties are avoided, and the Alternate Payee will be held responsible for the taxes on any distribution he/she receives from the Plan.

Under most plans, it is possible to award the Alternate Payee a portion of the Employee's account balance as of a specific date (i.e. 50% of the account balance as of July 7, 2000), plus any investment gains or losses attributable thereon from that date until the date the Alternate Payee receives a distribution from the Plan.

Since this type of plan affords for an Alternate Payee to receive an immediate lump sum distribution, the terms of the QDRO are much simpler than the provisions contained in QDROs for other types of plans.

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