BNSF Ethics and Compliance Program Roger Nober Executive Vice President Law and Secretary July 13, 2011

PRIVILEGED AND CONFIDENTIAL 2 BNSF’s Ethics and Compliance Program KEY COMPONENTS Tone of Management Program Design and Implementation Employee Communication and Training Monitoring Effectiveness

PRIVILEGED AND CONFIDENTIAL 3 Culture of Compliance Tone at the Top Leadership Model Vision and Values Annual Plan Personal Objectives Initiatives 1-3 years Strategies 3+ years Vision & Values and Leadership Model

PRIVILEGED AND CONFIDENTIAL 4 Tone at the Top Tone at the top is a visible willingness by senior management to let values drive decisions to prioritize those values above other factors – including financial results, and to expect all others in the organization to do the same.

PRIVILEGED AND CONFIDENTIAL 5 Chief Compliance Officer Function Leadership Model Annual Plan Personal Objectives Initiatives 1-3 years Strategies 3+ years Vision & Values and Leadership Model LEADERSHIP MODEL Create a Compelling Vision Model the Way Lead More; Manage Less Communicate, Communicate, Communicate Make Development a Priority VISION: Our vision is to realize the tremendous potential of BNSF by providing transportation services that consistently meet our customer’s expectations. VALUES: Shared Values, Style, Community, Liberty, Equality, Efficiency

PRIVILEGED AND CONFIDENTIAL 6 Compliance Program Strategy While primarily focused on preventative measures, a formal compliance and ethics program also: Minimizes the impact of unethical behavior on company operations and financial performance; Provides consistency in applications of higher standards of conduct company wide; Enhances and safeguards the company’s reputation; Provides business and brand benefits; Builds customer trust and loyalty; Facilitates acquisition and retention of talent; and Demonstrates commitment to global responsibility.

PRIVILEGED AND CONFIDENTIAL 7 Compliance Program Chief Compliance Officer Code of Conduct Company Policies Risk Assessment and Mitigation Design and Implementation of Compliance Plans Communication Training Monitoring Effectiveness / Internal Audit Coordination

PRIVILEGED AND CONFIDENTIAL 8 Code of Conduct Highlights Employee’s Obligations and Expectations Q&A to Reinforce Education Online Annual Certification Conflict of Interest and Other Reporting Requirements Links to Policies Leaders’ Guide

PRIVILEGED AND CONFIDENTIAL 9 Policy Management Policy on Policies Review and Approval Process Annual Review Ensure consistency and clarity of policies Communicate employee obligations effectively Monitor Effectiveness through training and enforcement Document exceptions

PRIVILEGED AND CONFIDENTIAL 10 Communication and Training New Employee Orientation Learning Management System Online Annual Certification Web-Based Training Live Training Leaders’ Guide Policy Communications – BNSF News Leaders’ Guide A guide to answer some common compliance and ethics-related questions It takes 20 years to build a reputation and five minutes to ruin it. If you think about that, you’ll do things differently. ~ Warren Buffett

PRIVILEGED AND CONFIDENTIAL 11 Monitoring Effectiveness Assessing Risk – Enterprise Wide Risk Assessment Corporate Audit Services – Annual Audit Plan Fraud and Controls Meetings Employee Hotline Conflict of Interest Reporting and Tracking

PRIVILEGED AND CONFIDENTIAL 12 Specific Compliance Issues Acceptance and Giving of Gifts Political Contributions PAC Activities