News Release

BNSF Shareholders Elect Directors

FORT WORTH, Texas, April 18, 2001:

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

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

John J. Burns, Jr., 69, president and chief executive officer of Alleghany Corporation;

Bill M. Lindig, 64, retired chairman of SYSCO Corporation;

Vilma S. Martinez, 57, partner in the law firm of Munger, Tolles & Olson LLP;

Roy S. Roberts, 62, retired group vice president, North American Vehicle Sales, Service and Marketing, of General Motors Corporation;

Marc J. Shapiro, 53, vice chairman for finance, risk management and administration of J.P. Morgan Chase & Co.;

Arnold R. Weber, 71, president-emeritus of Northwestern University;

Robert H. West, 62, retired chairman of the board of Butler Manufacturing Company;

J. Steven Whisler, 46, chairman, president and chief executive officer of Phelps Dodge Corporation;

Edward E. Whitacre, Jr., 59, chairman of the board and chief executive officer of SBC Communications Inc.; and

Michael B. Yanney, 67, chairman and chief executive officer of America First Companies L.L.C.

Joseph F. Alibrandi, retired chairman and chief executive officer of Whittaker Corporation; George Deukmejian, retired senior counsel to the law firm of Sidley & Austin; and Ronald B. Woodard, president and chief executive officer of MagnaDrive, Inc., 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 and a proposal that urged the BNSF board of directors to solicit shareholder approval for any “shareholder rights” plan that might be adopted.

Through its subsidiary, The Burlington Northern and Santa Fe Railway Company, BNSF operates one of the largest railroad networks in North America, with 33,500 route miles of track covering 28 states and two Canadian provinces.

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