*****************UNITED STATES BASED EMPLOYEES********** *********

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1 October 30, 2009 BNSF Railway Co. SOUTHWEST DIVISION GENERAL NOTICE NO. 589 TO ALL CONCERNED, SUBJECT: Required TYE Recurring Training SUBDIVISION: All *****************UNITED STATES BASED EMPLOYEES********** ********* In 2010, all TYE employees will move to a two-year cycle to meet recurring training requirements. Employees will alternate each year between "Year A" and "Year B" required training. Additionally, all exams will be "open book". Year A training will be non-rules topics delivered through Computer Based Training (CBT). Year B will include GCOR, safet y, air brake and train handling (ABTH) and rules examination. Employees can choose their method of Year B instruction and examination; either CBT or instructor-led. On Nov. 1, 2009 employees will be assigned Year A or Year B through the paperless timekeeping system (in the Transportation Support System, or TSS). Employees assigned to "Year B" will have 30 days (until Dec 1, 2009) to choose instructor-led classes or CBT for their rules training. This selection will be made from the notification screen. In order to move all TYE employees to a two year cycle, the population was divided according to class of service. Assignments for non-certified employees were based on date of last rules exam while assignments for certified employees were based on expiration dates. All 2010 Transportation TYE training will begin on Jan 18, YEAR A TRAINING - Employees assigned to Year A training will receive approximately 4 hours of CBT training that addresses safety, security and policies as follows:

2 Securing America's Railroads Hearing Conservation Human Resources Safety Topics Chemicals in the Workplace Hazardous Materials Hazardous Materials Exam - 20 questions, open book Where possible, locomotive engineers assigned to "Year A" will also receive training via BNSF's Network Simulator (NETSIM) system. YEAR B TRAINING - Employees assigned to Year B will receive training that addresses GCOR, ABTH and Safety and a rules examination. Employees will choose either th e instructor led or CBT delivery method for this training and examination. This choice can be modified in subsequent years. Instructor-Led Training Option Training for Year B employees who choose the Instructor-Led Training Option via the paperless timekeeping system in TSS (Nov 1 - Dec 1, 2009) will normally be conducted at the home terminal and facilitated by the division manager of field training (MFT). The training will be conducted as follows: Morning Session (approximately 4 hours): High Interest Items Scenario Based Training 49 CFR 218 Subpart F Training Afternoon Session: Rules Exam - 50 questions, open book CBT Option Training for Year B employees who choose CBT or do not make a choice of training method between Nov 1 and Dec 1, 2009 will be scheduled for CBT

3 training. The CBT training will take approximately 4 hours prior to the exam. Training will consist of: Safety Rules CBT General Code of Operating Rules CBT Air Brake and Train Handling CBT 49 CFR 218 Subpart F CBT Rules Exam - 50 question, open book (same exam as instructor-led training) SKILLS PERFORMANCE EVALUATION - Year A- Where possible, locomotive engineers assigned to Year A will receive training via BNSF's Network Simulator (NETSIM) system. Successful completion of this training will satisfy the requirements of a skills performance evaluation. Year B- Locomotive engineers in Year B will normally receive their skills performance evaluation from a Road Foreman of Engines. FEDERAL CERTIFICATION (Engineer, RCO, Hostler) Non-training certification requirements will be handled separately. Certified employees will be alerted via the paperless timekeeping system when their hearing/vision and state/national driver's license checks are required. (These items must be completed every three years). Certified employees will have three months to complete these necessary events to maintain their certification. To meet federal requirements, some certified employees may be required to take a 50 question open book rules exam in addition to the Year A program. (NOTE: This will only be required if the employee has not satisfactorily completed a knowledge (rules) exam in the 366 days prior to their license expiration date). OTHER INFORMATION Employees who miss their assigned instructor-led training date will be required to complete training via CBT prior to Nov 30, United Transportation Union (UTU) employees will be eligible for an incentive payment for CBT only (both Year A and Year B) if they

4 successfully complete their CBT training prior to their scheduled date. A UTU employee who misses his or her assigned training date will not be eligible to receive an incentive payment. Employees will be paid for the time they spend in training in both years, as outlined in applicable labor agreements. Employees' training time will count toward hours of service but will not count as a start as defined by RSIA start calculation. For details, employees can consult the hours-of-service rules. Employees will be notified of their training dates for 2010 on Dec. 15, 2009 via TSS. If an employee's scheduled vacation conflicts with assigned training dates, the employee should contact his or her division's field training manager (MFT) to determine alternate training dates. *********************CANADA BASED EMPLOYEES************* ****** TRAINING In 2010, all BNSF employees in Canada will move to a two year training cycle. Every other year, employees in Canada will receive training that addresses safety, rules, security, and policies such as but not limited to the following: * CROR * ABTH * HAZMAT * RR SECURITY Employees will continue to receive notification of required training and due dates via the paperless time keeping system (in the Transportation Support System, or TSS) Employees will be paid for the time they spend in training, as outlined in applicable labor agreements. Employees' training time will count toward hours of service. For details, employees can consult the hours-of-service rules. ENGINEER LICENSES Separate from training requirements, qualified Locomotive Engineers will be issued a BNSF Locomotive Engineer license every 6 years. This card

5 will include last issue date and expiration date along with the employee's specific information. The date of the annual ride will be recorded by the RFE on the back of card. Upon completion of training requirements, all TYE employees will receive a joint CROR /HAZ-TDG Ca rd as required by Transport Canada. Both cards will be issued by the TTC and mailed to the employee at their address on file.