Exhibit 10.2 THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY Incentive Compensation Plan 1.0 OBJECTIVE The Burlington Northern and Santa Fe Railway Company ("BNSF Railway" or the "Company") Incentive Compensation Plan ("ICP" or the "Plan") has as its objective to: 1.1 Communicate and focus attention on key BNSF Railway business goals. 1.2 Identify and reward superior performance. 1.3 Provide a competitive compensation package to attract and retain high quality employees. 2.0 ADMINISTRATION The ICP Committee shall provide overall administration of the Plan. The ICP Committee shall be comprised of the Chief Executive Officer, the President, the Senior Vice President and CFO, the Senior Vice President and Chief of Staff, and the Vice President-Human Resources. The ICP Committee will have discretionary authority to review and approve any changes in eligibility, levels of participation, incentive opportunity, basis for award determination, performance objectives, etc. Review and approval of Plan details will be performed on an annual basis. The ICP Committee will appoint a plan administrator whose responsibility to the ICP Committee will include: 2.1 Establishment of procedures for the Plan operation. 2.2 Timely and effective management of the day-to-day operations of the Plan. 2.3 Performance of periodic analyses to ensure the Plan's effectiveness. 3.0 ELIGIBILITY All full-time, regularly assigned, active salaried employees of BNSF Railway and its rail subsidiaries shall be eligible to participate in the ICP subject to the discretion of the ICP Committee. Employees hired into a salaried position after October 1, will not be eligible until the next calendar year. The ICP Committee shall designate an employee's level of participation. The
extent of participation in the ICP may vary according to the employee's level of responsibility. Depending on one's level within the organization and departmental discretion, some percentage of an employee's payout potential may be based upon achievement of personal goals. 3.1 ICP eligibility of newly hired salaried employees or scheduled employees promoted to a salaried position will be treated as follows:
3.1.1 A new employee hired into an eligible position on or before October 1 will be eligible to participate in the current calendar year. A scheduled employee promoted to a regularly assigned salaried position on or before October I will be eligible to participate in the current calendar year.
3.1.2
extent of participation in the ICP may vary according to the employee's level of responsibility. Depending on one's level within the organization and departmental discretion, some percentage of an employee's payout potential may be based upon achievement of personal goals. 3.1 ICP eligibility of newly hired salaried employees or scheduled employees promoted to a salaried position will be treated as follows:
3.1.1 A new employee hired into an eligible position on or before October 1 will be eligible to participate in the current calendar year. A scheduled employee promoted to a regularly assigned salaried position on or before October I will be eligible to participate in the current calendar year. The ICP award for a new salaried employee or a scheduled employee promoted into an eligible position for the first time, on or before October 1, will be prorated based upon the number of days worked in active, full-time service in the eligible position.
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3.1.3
3.2 Promotions, transfers or re-assignments of active, full-time employees will be treated in the following manner:
3.2.1 A scheduled employee placed on temporary assignment of a salaried position will not be eligible for an ICP payout. A regularly-assigned salaried employee placed on a temporary assignment of a higher salary band will maintain his/her regularly assigned position's ICP participation level. A regularly-assigned salaried employee promoted (or demoted) from one position to another with a higher (or lower) ICP participation level will have his/her ICP award calculated on a pro-rata basis for the number of days employed at each level.
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3.2.3
3.3 ICP eligibility with respect to voluntary and involuntary separation will be determined as follows: 3.3.1 VOLUNTARY RESIGNATIONS 3.3.1(a) If a participating employee voluntarily resigns after December 31, but before award payout, the amount that would have otherwise been received had there been no resignation will be paid to the employee.
3.3.1(b) If a participating employee voluntarily resigns on or before December 31, and is not eligible for participation in a company-sponsored severance program, the employee forfeits all rights to an ICP award. 3.3.1(c) If a participating employee voluntarily resigns in conjunction with a Company-sponsored severance program, the participant is eligible to receive a pro-rata share of the ICP award he/she would otherwise have earned based upon the number of days worked in active, full-time service during the severance year. 3.3.2 INVOLUNTARY SEPARATION 3.3.2(a) If a participating employee is terminated for cause, the participant forfeits all rights to an ICP award. Cause shall be defined by the ICP Committee. 3.3.2(b) If a participating employee is terminated at the discretion of the Company as part of a Companysponsored severance program and other than for cause, the participant is eligible to receive a pro-rata share of the ICP award he/she would otherwise have earned based upon the number of days worked in active, full-time service during the severance year.
3.3.1(b) If a participating employee voluntarily resigns on or before December 31, and is not eligible for participation in a company-sponsored severance program, the employee forfeits all rights to an ICP award. 3.3.1(c) If a participating employee voluntarily resigns in conjunction with a Company-sponsored severance program, the participant is eligible to receive a pro-rata share of the ICP award he/she would otherwise have earned based upon the number of days worked in active, full-time service during the severance year. 3.3.2 INVOLUNTARY SEPARATION 3.3.2(a) If a participating employee is terminated for cause, the participant forfeits all rights to an ICP award. Cause shall be defined by the ICP Committee. 3.3.2(b) If a participating employee is terminated at the discretion of the Company as part of a Companysponsored severance program and other than for cause, the participant is eligible to receive a pro-rata share of the ICP award he/she would otherwise have earned based upon the number of days worked in active, full-time service during the severance year. 3.4 ICP eligibility with respect to the following events will be determined as indicated. MISCELLANEOUS EVENTS AFFECTING ELIGIBILITY
3.4.1 Retirement - The participant is eligible to receive a pro-rata share of the ICP award he/she would otherwise have earned based upon the number of days' service prior to retirement. Disability - A participating employee on short-term disability is eligible to receive the full ICP payout. A participating employee who is placed on long-term disability ("LTD") is eligible to receive a pro-rata share of the ICP award he/she would have earned based upon the number of days' of otherwise eligible service accrued prior to being placed on LTD. No ICP eligibility accrues for any employee while on LTD, but eligibility will be reinstated should the employee be removed from LTD and return to a full-time, active, regularly-assigned salaried position. Medical Leave - A participating employee on short-term paid medical leave is eligible to receive the full ICP payout. An employee on unpaid medical leave will be ineligible to receive an ICP payout for those days comprising the unpaid medical leave period. The employee will receive a pro-rata ICP payout based upon the total of all otherwise eligible
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3.4.3
salaried service during the year, excluding the days on unpaid medical leave of absence. 3.4.4 Suspension - A participating employee suspended (without pay) for disciplinary reasons is ineligible to receive an ICP payout for any and all days comprising the suspension period. Leave of Absence with Pay - A participating employee on leave of absence with pay is entitled to receive the full ICP payout. Leave of Absence without Pay - A participating employee on leave of absence without pay will be ineligible to receive an ICP payout for those days comprising the unpaid leave period. The employee will receive a pro-rata ICP payout based upon the total of all otherwise eligible salaried service during the year, excluding the days on unpaid leave of absence. Military Leave - A participating employee on paid military leave is entitled to the full ICP payout. An employee on unpaid military leave will be ineligible to receive an ICP payout for those days comprising the unpaid military leave period. The employee will receive a pro-rata ICP payout based upon the
3.4.5
3.4.6
3.4.7
salaried service during the year, excluding the days on unpaid medical leave of absence. 3.4.4 Suspension - A participating employee suspended (without pay) for disciplinary reasons is ineligible to receive an ICP payout for any and all days comprising the suspension period. Leave of Absence with Pay - A participating employee on leave of absence with pay is entitled to receive the full ICP payout. Leave of Absence without Pay - A participating employee on leave of absence without pay will be ineligible to receive an ICP payout for those days comprising the unpaid leave period. The employee will receive a pro-rata ICP payout based upon the total of all otherwise eligible salaried service during the year, excluding the days on unpaid leave of absence. Military Leave - A participating employee on paid military leave is entitled to the full ICP payout. An employee on unpaid military leave will be ineligible to receive an ICP payout for those days comprising the unpaid military leave period. The employee will receive a pro-rata ICP payout based upon the total of all otherwise eligible salaried service during the year, excluding the days on unpaid military leave of absence. Death - A pro-rata share of the ICP award the participant would otherwise have earned will be paid to the deceased employee's estate based upon the total number of days of eligible service during the award year. Seniority Exercise - A participating employee who exercises his/her seniority at any time during the year forfeits all rights to an ICP award for that year except under circumstances when an employee exercises seniority in lieu of a severance package which had been offered to the employee.
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3.4.9
3.4.10 Position Abolishment - If the Company abolishes a participating salaried employee's position and the Company offers a severance package, the participant is eligible to receive a pro-rata share of the ICP award he/she would otherwise have earned based upon the number of days' service prior to abolishment. 3.4.11 The ICP Committee may, at its discretion, decide to pay all or a portion of the award a participant would otherwise have earned when termination occurs under any subsection to Section 3.0 ELIGIBILITY.
For purposes of Section 3.0, a pro-rata share of the ICP award a participant would otherwise have earned shall be based upon the nearest whole number of days in active full-time service during the award year. Performance awards for eligible persons terminating employment during the award year shall be based on actual Company and individual performance through the full year and will be payable at the payment date for continuing employees. 4.0 INCENTIVE OPPORTUNITIES The incentive awards will be designed to reflect the position's impact on BNSF Railway performance and will provide incentives that are in line with key competitors. Incentive levels will be determined and communicated to employees on an annual basis. 5.0 INCENTIVE AWARD BASES The ICP Committee shall annually review the mix of Company goals and individual or departmental goals (defined further in Section 6.0) and may modify them at its discretion. 6.0 PERFORMANCE OBJECTIVES Payments of ICP awards shall be based on performance measured against objectives established by the
For purposes of Section 3.0, a pro-rata share of the ICP award a participant would otherwise have earned shall be based upon the nearest whole number of days in active full-time service during the award year. Performance awards for eligible persons terminating employment during the award year shall be based on actual Company and individual performance through the full year and will be payable at the payment date for continuing employees. 4.0 INCENTIVE OPPORTUNITIES The incentive awards will be designed to reflect the position's impact on BNSF Railway performance and will provide incentives that are in line with key competitors. Incentive levels will be determined and communicated to employees on an annual basis. 5.0 INCENTIVE AWARD BASES The ICP Committee shall annually review the mix of Company goals and individual or departmental goals (defined further in Section 6.0) and may modify them at its discretion. 6.0 PERFORMANCE OBJECTIVES Payments of ICP awards shall be based on performance measured against objectives established by the Compensation Committee of the Board of Directors of BNSF Railway in two areas: Company-wide goals and individual or departmental performance goals. 6.1. COMPANY-WIDE GOALS Company-wide performance objectives shall be established at the beginning of each year for BNSF Railway. 6.2. PERSONAL AND DEPARTMENTAL GOALS If the ICP Committee determines that departments may have departmental or personal goals, then each department may establish its own departmental goals and assign them to some or all departmental employees. The department may also establish personal goals for selected employees to be accomplished in addition to or in lieu of any departmental goals. The personal goals element of the ICP is intended to be used by the immediate supervisor of an employee whose salary band is a level approved by the ICP Committee to have personal goals assigned as part of an employee's plan participation. In such circumstances, the manager deems it necessary or desirable to encourage the planning and review of written individual objectives in order to accomplish the following:
6.2.1 Provide a system whereby senior management and subordinates mutually agree on important objectives to be attained. 6.2.2 Provide an opportunity for regular review and feedback regarding progress towards stated objectives. 6.2.3 Introduce a discretionary element into the ICP to give senior management greater flexibility in ensuring that the ICP accomplishes its basic purposes. At the beginning of each year for which there are to be personal goals, it is recommended that approximately two goals be mutually agreed upon by the participating employee and his/her immediate supervisor. These objectives are to represent specific accomplishments desired within the framework of the responsibilities of the participating employee, or could represent specific goals beyond the scope of the employee's usual job requirements. Objectives may be related solely to one individual, or may relate to a group of two or more individuals whose efforts are required to complete a common task. Objectives may apply to the full year, or to a portion of the year, as appropriate. Each objective shall be designed to be measurable and attainable, but not without significant effort. Personal goals, when they apply, will be established for each participating employee by the employee and his or
6.2.1 Provide a system whereby senior management and subordinates mutually agree on important objectives to be attained. 6.2.2 Provide an opportunity for regular review and feedback regarding progress towards stated objectives. 6.2.3 Introduce a discretionary element into the ICP to give senior management greater flexibility in ensuring that the ICP accomplishes its basic purposes. At the beginning of each year for which there are to be personal goals, it is recommended that approximately two goals be mutually agreed upon by the participating employee and his/her immediate supervisor. These objectives are to represent specific accomplishments desired within the framework of the responsibilities of the participating employee, or could represent specific goals beyond the scope of the employee's usual job requirements. Objectives may be related solely to one individual, or may relate to a group of two or more individuals whose efforts are required to complete a common task. Objectives may apply to the full year, or to a portion of the year, as appropriate. Each objective shall be designed to be measurable and attainable, but not without significant effort. Personal goals, when they apply, will be established for each participating employee by the employee and his or her manager subject to the approval of the department head and the ICP Committee. 7.0 PERFORMANCE Company performance will be reviewed each quarter when quarterly financial and operating results are available. The determination and distribution of awards will occur as soon as practicable after the compilation of the full year results. Senior management and the ICP Committee shall have the discretion to apply judgment to their performance evaluation at the company, departmental and individual performance levels. Performance shall be evaluated in light of opportunities and conditions prevailing during the measurement period. 7.1 The ICP Committee shall approve all awards except as described in Section 7.3. 7.2 The ICP Committee has the discretion of increasing or decreasing individual or collective awards on any basis including the following considerations: 7.2.1 BNSF Railway performance relative to its competitors. 7.2.2 Long term as well as short term performance considerations.
7.2.3 Unforeseen opportunities and obstacles. 7.2.4 The ICP Committee's judgment of BNSF Railway and individual performance. 7.3 Notwithstanding any provision herein to the contrary, the performance objectives and awards of all executive officers of BNSF Railway who are also executive officers of Burlington Northern Santa Fe Corporation ("BNSF Corporation") shall be approved by the BNSF Corporation Board of Directors. 8.0 AWARD PAYMENT The ICP Committee will select the payment date at its discretion as soon as practicable after the close of the year and completion of performance evaluations. ICP awards are subject to all usual tax and withholding requirements. NOTE: If the Company fails to meet its minimum financial objectives, then no ICP awards (companywide, departmental, or individual) shall be due or payable for that year except to the extent that the ICP Committee
7.2.3 Unforeseen opportunities and obstacles. 7.2.4 The ICP Committee's judgment of BNSF Railway and individual performance. 7.3 Notwithstanding any provision herein to the contrary, the performance objectives and awards of all executive officers of BNSF Railway who are also executive officers of Burlington Northern Santa Fe Corporation ("BNSF Corporation") shall be approved by the BNSF Corporation Board of Directors. 8.0 AWARD PAYMENT The ICP Committee will select the payment date at its discretion as soon as practicable after the close of the year and completion of performance evaluations. ICP awards are subject to all usual tax and withholding requirements. NOTE: If the Company fails to meet its minimum financial objectives, then no ICP awards (companywide, departmental, or individual) shall be due or payable for that year except to the extent that the ICP Committee shall decide, in its discretion, that ICP awards shall nevertheless be paid (provided, however, that with respect to any employees who are executive officers of BNSF Corporation, the Compensation Committee and the Board of Directors of BNSF Corporation must concur in this decision). 9.0 COMMUNICATIONS The Plan administrator, under the direction of the ICP Committee, shall be responsible for maintaining records and communicating information concerning the ICP. 10.0 TERMINATION OR AMENDMENT The ICP shall remain in effect until December 31, 2005 unless terminated or ended prior thereto by the Board of Directors or the ICP Committee. However, if a Change in Control shall have occurred during the term of this Plan, this Plan shall continue in effect through the end of the year in which such Change in Control occurred, during which time the Company is contractually bound to maintain the Plan, and provided further that the membership of the Committee cannot be changed during such period. A "Change in Control" shall be deemed to have occurred if (a) any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than BNSF Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of BNSF Corporation, or any company owned, directly or indirectly, by the stockholders of BNSF Corporation in substantially the same proportions as
their ownership of stock of BNSF Corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of BNSF Corporation representing 25% or more of the combined voting power of BNSF Corporation's then outstanding securities; (b) during any period of two consecutive years (not including any period prior to the effective date of this provision), individuals who at the beginning of such period constitute the Board of BNSF Corporation, and any new director (other than a director designated by a person who has entered into an agreement with BNSF Corporation to effect a transaction described in clause (a), (c) or (d) of this definition) whose election by the Board of BNSF Corporation or nomination for election by BNSF Corporation's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (c) the stockholders of BNSF Corporation approve a merger or consolidation of BNSF Corporation with any other company other than (i) a merger or consolidation which would result in the voting securities of BNSF Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
their ownership of stock of BNSF Corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of BNSF Corporation representing 25% or more of the combined voting power of BNSF Corporation's then outstanding securities; (b) during any period of two consecutive years (not including any period prior to the effective date of this provision), individuals who at the beginning of such period constitute the Board of BNSF Corporation, and any new director (other than a director designated by a person who has entered into an agreement with BNSF Corporation to effect a transaction described in clause (a), (c) or (d) of this definition) whose election by the Board of BNSF Corporation or nomination for election by BNSF Corporation's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (c) the stockholders of BNSF Corporation approve a merger or consolidation of BNSF Corporation with any other company other than (i) a merger or consolidation which would result in the voting securities of BNSF Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of BNSF Corporation (or such surviving entity) outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of BNSF Corporation (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 25% of the combined voting power of BNSF Corporation's then outstanding securities; or (d) the stockholders of BNSF Corporation adopt a plan of complete liquidation of BNSF Corporation or approve an agreement for the sale or disposition by BNSF Corporation of all or substantially all of BNSF Corporation's assets. For purposes of this clause (d), the term "the sale or disposition by BNSF Corporation of all or substantially all of BNSF Corporation's assets" shall mean a sale or other disposition transaction or series of related transactions involving assets of BNSF Corporation or of any direct or indirect subsidiary of BNSF Corporation (including the stock of any direct or indirect subsidiary of BNSF Corporation) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefor or by such other method as the Board of Directors of BNSF Corporation determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the fair market value of BNSF Corporation (as hereinafter defined). For purposes of the preceding sentence, the "fair market value of BNSF Corporation" shall be the aggregate market value of BNSF Corporation's outstanding shares of common stock (on a fully diluted basis) plus the aggregate market value of BNSF
Corporation's other outstanding equity securities. The aggregate market value of the shares of BNSF Corporation's common stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "Transaction Date") shall be determined by the average closing price for BNSF Corporation's common stock for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of BNSF Corporation shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the shares of BNSF Corporation's common stock or by such other method as the Board of Directors of BNSF Corporation shall determine is appropriate. Subject to Section 10.0 hereof, BNSF Railway and its subsidiaries reserve the right to change Plan provisions or terminate the Plan at any time. After the ICP termination date of December 31, 2005, it shall be discontinued, reinstated, or revised by action of the Board of Directors. 11.0 EFFECTIVE DATE The ICP is effective January 1, 2000. 12.0 NON-DUPLICATION OF BENEFITS
Corporation's other outstanding equity securities. The aggregate market value of the shares of BNSF Corporation's common stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "Transaction Date") shall be determined by the average closing price for BNSF Corporation's common stock for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of BNSF Corporation shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the shares of BNSF Corporation's common stock or by such other method as the Board of Directors of BNSF Corporation shall determine is appropriate. Subject to Section 10.0 hereof, BNSF Railway and its subsidiaries reserve the right to change Plan provisions or terminate the Plan at any time. After the ICP termination date of December 31, 2005, it shall be discontinued, reinstated, or revised by action of the Board of Directors. 11.0 EFFECTIVE DATE The ICP is effective January 1, 2000. 12.0 NON-DUPLICATION OF BENEFITS The ICP is in place of the Burlington Northern Santa Fe Incentive Compensation Plan effective as of January 1, 1996, and there shall be no duplication of benefits under such plan and the ICP.
Exhibit 10.5 Amendment of the BURLINGTON NORTHERN SANTA FE CORPORATION SENIOR MANAGEMENT STOCK DEFERRAL PLAN WHEREAS, BURLINGTON NORTHERN SANTA FE CORPORATION (the "Company") maintains the Burlington Northern Santa Fe Corporation Senior Management Stock Deferral Plan (the "Plan"); and WHEREAS, pursuant to Section 24 of the Plan, the Chief Executive Officer of the Company has the authority to amend the Plan; and WHEREAS, amendment of the Plan now is considered desirable; NOW THEREFORE, effective as of the date of execution of this Amendment, Section 13(b) of the Plan is amended to read as follows: (b) The Participant may revise the election to provide for a different form of distribution following the Participant's date of Retirement, but only if the election is filed with the Company at least one year prior to the Participant's date of Retirement. The Plan shall otherwise remain in full force and effect. Executed this 19th day of November, 2001.
/s/ Matthew K. Rose ---------------------------------------------------------------------Matthew K. Rose, President and Chief Executive Officer
Exhibit 10.5 Amendment of the BURLINGTON NORTHERN SANTA FE CORPORATION SENIOR MANAGEMENT STOCK DEFERRAL PLAN WHEREAS, BURLINGTON NORTHERN SANTA FE CORPORATION (the "Company") maintains the Burlington Northern Santa Fe Corporation Senior Management Stock Deferral Plan (the "Plan"); and WHEREAS, pursuant to Section 24 of the Plan, the Chief Executive Officer of the Company has the authority to amend the Plan; and WHEREAS, amendment of the Plan now is considered desirable; NOW THEREFORE, effective as of the date of execution of this Amendment, Section 13(b) of the Plan is amended to read as follows: (b) The Participant may revise the election to provide for a different form of distribution following the Participant's date of Retirement, but only if the election is filed with the Company at least one year prior to the Participant's date of Retirement. The Plan shall otherwise remain in full force and effect. Executed this 19th day of November, 2001.
/s/ Matthew K. Rose ---------------------------------------------------------------------Matthew K. Rose, President and Chief Executive Officer
Exhibit 10.15 December 17, 1998 Dear : With reference to the Letter Agreement between you and the Burlington Northern Santa Fe Corporation (the "Corporation") regarding Change in Control, as amended, The Burlington Northern and Santa Fe Railway Company has decided to offer you the option of receiving all or a portion of certain payments under the Letter Agreement in annual installments over a number of years. Any installment payments would be made pursuant to the terms of the Burlington Northern Santa Fe Corporation Deferred Compensation Plan (the "Deferred Compensation Plan"), and would accrue interest at the rate provided under the Deferred Compensation Plan (currently Moody's AAA Rated Corporate Bond Average) until distributed. Of course, these provisions would take effect only in the event that you would otherwise be eligible to receive benefits under the existing terms of the Letter Agreement. Pursuant to the Amendment set forth below, benefits under the Letter Agreement that may be paid in installments include the severance payment equal to three (3) times your Salary Rate plus three (3) times your Bonus Rate, as described under Section 4(iii)(b)(I) or 4(iii) (b)(11) of the Letter Agreement. Under the existing terms of the Letter Agreement, you could receive these amounts following your Date of Termination by the various methods specified per the Letter Agreement. In order to receive all or a portion of the above-described benefits in annual installment payments, you must agree to the Amendment as set forth below. Please indicate in the blanks provided below, the percentage of the severance payment (i.e., 1 to 100 percent) that you would like to receive in the form of installment payments, as well as the number of years (to a maximum of 10 years) over which you would like to receive installment
Exhibit 10.15 December 17, 1998 Dear : With reference to the Letter Agreement between you and the Burlington Northern Santa Fe Corporation (the "Corporation") regarding Change in Control, as amended, The Burlington Northern and Santa Fe Railway Company has decided to offer you the option of receiving all or a portion of certain payments under the Letter Agreement in annual installments over a number of years. Any installment payments would be made pursuant to the terms of the Burlington Northern Santa Fe Corporation Deferred Compensation Plan (the "Deferred Compensation Plan"), and would accrue interest at the rate provided under the Deferred Compensation Plan (currently Moody's AAA Rated Corporate Bond Average) until distributed. Of course, these provisions would take effect only in the event that you would otherwise be eligible to receive benefits under the existing terms of the Letter Agreement. Pursuant to the Amendment set forth below, benefits under the Letter Agreement that may be paid in installments include the severance payment equal to three (3) times your Salary Rate plus three (3) times your Bonus Rate, as described under Section 4(iii)(b)(I) or 4(iii) (b)(11) of the Letter Agreement. Under the existing terms of the Letter Agreement, you could receive these amounts following your Date of Termination by the various methods specified per the Letter Agreement. In order to receive all or a portion of the above-described benefits in annual installment payments, you must agree to the Amendment as set forth below. Please indicate in the blanks provided below, the percentage of the severance payment (i.e., 1 to 100 percent) that you would like to receive in the form of installment payments, as well as the number of years (to a maximum of 10 years) over which you would like to receive installment payments. The remaining benefits, if any, will be paid in the form of a lump sum payment no later than the fifth (5th) day following your Date of Termination. Please note that by executing this Amendment, you will irrevocably waive the right to receive the percentage of benefits designated as installment payments in the form of a lump sum or other payment method. This also means that the Company will be unable to accelerate the payment of such benefits if you later change your mind, unless you incur a severe and unexpected financial hardship. Capitalized terms used and not otherwise defined herein shall have the same meanings as in the Letter Agreement.
A. In the event I become entitled to receive a payment under either Section 4(iii)(b)(1) or 4(iii)(b)(11) of the Letter Agreement, I hereby irrevocably elect to receive such payment in the following manner in lieu of the payment manner currently set forth in the Letter Agreement: (1) _ percent of the payment shall be paid in equal annual installments under the Deferred Compensation Plan over a period of _ years (and in no event more than ten (10) years) at the rate of interest provided under the Deferred Compensation Plan, with the first such payment commencing in January of the year following my Date of Termination; and (2) the balance of the payment shall be paid in a lump sum no later than the fifth (5) business day following my Date of Termination. The Company, in its sole discretion, may accelerate the payment of any remaining amounts due me under Section 4(iii)(b)(1) or Section 4(iii)(b)(11) upon its determination that I have incurred a severe and unexpected financial hardship; provided however, that any such accelerated payment shall not exceed the amount necessary to relieve such hardship. B. The Corporation or Affiliate will permit me, upon written request to the Deferred Compensation Plan administrator, to change the deferral amount percentage, the length of installment payments, and remainder lump sum amount once within any twelve (12) month period. Provided however, any change other than this initial election shall not be of any force or effect unless it was made at least one year prior to the Date of Termination. THIS AMENDMENT WAS NEGOTIATED AND EXECUTED IN THE STATE OF TEXAS AND THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. This Amendment may be executed in several counterparts, each of which shall be deemed to be original but all of
A. In the event I become entitled to receive a payment under either Section 4(iii)(b)(1) or 4(iii)(b)(11) of the Letter Agreement, I hereby irrevocably elect to receive such payment in the following manner in lieu of the payment manner currently set forth in the Letter Agreement: (1) _ percent of the payment shall be paid in equal annual installments under the Deferred Compensation Plan over a period of _ years (and in no event more than ten (10) years) at the rate of interest provided under the Deferred Compensation Plan, with the first such payment commencing in January of the year following my Date of Termination; and (2) the balance of the payment shall be paid in a lump sum no later than the fifth (5) business day following my Date of Termination. The Company, in its sole discretion, may accelerate the payment of any remaining amounts due me under Section 4(iii)(b)(1) or Section 4(iii)(b)(11) upon its determination that I have incurred a severe and unexpected financial hardship; provided however, that any such accelerated payment shall not exceed the amount necessary to relieve such hardship. B. The Corporation or Affiliate will permit me, upon written request to the Deferred Compensation Plan administrator, to change the deferral amount percentage, the length of installment payments, and remainder lump sum amount once within any twelve (12) month period. Provided however, any change other than this initial election shall not be of any force or effect unless it was made at least one year prior to the Date of Termination. THIS AMENDMENT WAS NEGOTIATED AND EXECUTED IN THE STATE OF TEXAS AND THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. This Amendment may be executed in several counterparts, each of which shall be deemed to be original but all of which together will constitute one and the same instrument. Please sign below to indicate your acceptance or declination of the terms of this Amendment. Regardless of whether you accept or decline the terms of this Amendment, this document must be signed and returned to the Company no later than January 31, 1999. Sincerely, Ricci Gardner
Exhibit 10.16 As Amended and Restated January 1, 2002 BURLINGTON NORTHERN SANTA FE CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS Article I Purpose 1.01 The purpose of this Deferred Compensation Plan (Plan) is to attract and retain highly qualified individuals to serve as members of the Company's Board of Directors. Article II Administration 2.01 The Plan shall be administered by the Directors and Corporate Governance Committee of the Board of Directors (the "Committee"). The Committee shall interpret the Plan, prescribe, amend and rescind the rules relating to it from time to time as it deems proper and in the best interests of the Company, and to take any other action necessary for the administration of the Plan. Any decision or interpretation adopted by the Committee shall be final and conclusive and shall be binding upon all participants.
Exhibit 10.16 As Amended and Restated January 1, 2002 BURLINGTON NORTHERN SANTA FE CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS Article I Purpose 1.01 The purpose of this Deferred Compensation Plan (Plan) is to attract and retain highly qualified individuals to serve as members of the Company's Board of Directors. Article II Administration 2.01 The Plan shall be administered by the Directors and Corporate Governance Committee of the Board of Directors (the "Committee"). The Committee shall interpret the Plan, prescribe, amend and rescind the rules relating to it from time to time as it deems proper and in the best interests of the Company, and to take any other action necessary for the administration of the Plan. Any decision or interpretation adopted by the Committee shall be final and conclusive and shall be binding upon all participants. Article III Participation 3.01 Participation in this Plan is voluntary. Each director of the Company may elect to participate in the Plan by written notice to the Company upon his election to the Board of Directors. 3.02 The election, which shall be irrevocable, shall remain in effect for one year which shall begin on the day of the annual stockholders' meeting and shall terminate the day before the succeeding annual stockholders' meeting. 3.03 The election by a director who is elected to the Board at other than an annual stockholders' meeting shall remain in effect until the next annual stockholders' meeting.
Article IV Compensation 4.01 Each Participant may elect to have all or a specified percentage of his Compensation deferred until he ceases to be a director. 4.02 "Compensation" shall mean the annual retainer and meeting fees for Board and Board Committee meetings. 4.03 The Company shall establish a memorandum account for each Participant who has elected to defer a portion of his Compensation for any year and shall credit such account for Compensation on the date payment would otherwise have been made. 4.04 Interest on investment returns shall be reflected to each member's account at the end of each quarter and such other periods as may be determined by the Committee. The rate of return shall be based upon the investment option selected and the return on such investment option. Such investment options shall be established by the Board with such terms and conditions as they may deem appropriate. 4.05 Distribution of a Participant's memorandum account shall be as follows:
Article IV Compensation 4.01 Each Participant may elect to have all or a specified percentage of his Compensation deferred until he ceases to be a director. 4.02 "Compensation" shall mean the annual retainer and meeting fees for Board and Board Committee meetings. 4.03 The Company shall establish a memorandum account for each Participant who has elected to defer a portion of his Compensation for any year and shall credit such account for Compensation on the date payment would otherwise have been made. 4.04 Interest on investment returns shall be reflected to each member's account at the end of each quarter and such other periods as may be determined by the Committee. The rate of return shall be based upon the investment option selected and the return on such investment option. Such investment options shall be established by the Board with such terms and conditions as they may deem appropriate. 4.05 Distribution of a Participant's memorandum account shall be as follows: (a) In five equal installments in January of each year following the year in which the Participant ceases to be a director; or, (b) If approved by the Committee, in some other number of equal annual installments, not to exceed ten, commencing in January of the year following the year in which the Participant ceases to be a director; (c) If approved by the Committee, in a lump sum on a date within the ten year period following the year in which the Participant ceases to be a director. 4.06 Interest shall accrue on the outstanding memorandum account balance to the date of distribution. 4.07 If a Participant dies or becomes permanently disabled prior to payment of all amounts due under the Plan, the balance of the amount due shall be payable to the Participant or his Beneficiary, at the discretion of the Committee, in a lump sum as soon as practicable or in some number of equal annual installments, not to exceed ten, commencing in January of the year following the year in which the Participant died or became permanently disabled. Beneficiary shall mean any individual, trust or other recipient named by a Participant to receive amounts due hereunder upon his death. Subject to the discretion of the Committee, a Participant may designate the Beneficiary to receive any amounts due hereunder in the event of the Participant's death, and to change any such designation. Each such designation of a Beneficiary shall be evidenced by a written instrument filed with the Committee and signed by the Participant. A Beneficiary designation may be revoked or amended only by the completion of a new Beneficiary designation instrument, provided, however, that if a Participant's spouse is named as such Participant's Beneficiary, and the Participant and such spouse are subsequently divorced, then the designation of the spouse made prior to the divorce shall be null and void. In order to designate a former spouse as a Beneficiary, a new Beneficiary designation
instrument must be completed. If no Beneficiary designation is on file with the Committee at the time of the death of a Participant, or if for any reason such designation is defective, then the Participant's estate shall be deemed to be the Beneficiary. 4.08 The Committee shall distribute periodic earnings reports to the Participants under the Plan. Article V. General Provisions 5.01 The deferred compensation to be paid to the Participants pursuant to this Plan is an unfunded obligation of
instrument must be completed. If no Beneficiary designation is on file with the Committee at the time of the death of a Participant, or if for any reason such designation is defective, then the Participant's estate shall be deemed to be the Beneficiary. 4.08 The Committee shall distribute periodic earnings reports to the Participants under the Plan. Article V. General Provisions 5.01 The deferred compensation to be paid to the Participants pursuant to this Plan is an unfunded obligation of the Company. Nothing herein contained shall require the Company to segregate any monies from its general funds, or to create any trusts, or to make any special deposits with respect to this obligation. Title to and beneficial ownership of any funds invested or reinvested, including the income or profits therefrom, which the Company may make to fulfill its obligations under this Plan shall at all times remain in the Company. A Participant's right to receive the payment of any deferred compensation may not be assigned, transferred, pledged or encumbered except by will or by the laws of descent or distribution. 5.02 The Board of Directors may from time to time amend, suspend or terminate the Plan, in whole or in part, and if the Plan is suspended or terminated, the Board may reinstate any or all of its provisions.
Exhibit 10.18 January 6, 1999 Dear: With reference to the Letter Agreement between you and the Burlington Northern Santa Fe Corporation (the "Corporation") regarding Change in Control, as amended, The Burlington Northern and Santa Fe Railway Company has decided to offer you the option of receiving all or a portion of certain payments under the Letter Agreement in annual installments over a number of years. Any installment payments would be made pursuant to the terms of the Burlington Northern Santa Fe Corporation Deferred Compensation Plan (the "Deferred Compensation Plan"), and would accrue interest at the rate provided under the Deferred Compensation Plan (currently Moody's AAA Rated Corporate Bond Average) until distributed. Of course, these provisions would take effect only in the event that you would otherwise be eligible to receive benefits under the existing terms of the Letter Agreement. Pursuant to the Amendment set forth below, benefits under the Letter Agreement that may be paid in installments include the severance payment equal to three (3) times your Salary Rate plus three (3) times your Bonus Rate, as described under Section 4(iii)(b)(I) or 4(iii) (b)(11) of the Letter Agreement. Under the existing terms of the Letter Agreement, you could receive these amounts following your Date of Termination by the various methods specified per the Letter Agreement. In order to receive all or a portion of the above-described benefits in annual installment payments, you must agree to the Amendment as set forth below. Please indicate in the blanks provided below, the percentage of the severance payment (i.e., 1 to 100 percent) that you would like to receive in the form of installment payments, as well as the number of years (to a maximum of 10 years) over which you would like to receive installment payments. The remaining benefits, if any, will be paid in the form of a lump sum payment no later than the fifth (5th) day following your Date of Termination. Please note that by executing this Amendment, you will irrevocably waive the right to receive the percentage of benefits designated as installment payments in the form of a lump sum or other payment method. This also means that the Company will be unable to accelerate the payment of such benefits if you later change your mind, unless you incur a severe and unexpected financial hardship. Capitalized terms used and not otherwise defined herein shall have the same meanings as in the Letter Agreement.
Exhibit 10.18 January 6, 1999 Dear: With reference to the Letter Agreement between you and the Burlington Northern Santa Fe Corporation (the "Corporation") regarding Change in Control, as amended, The Burlington Northern and Santa Fe Railway Company has decided to offer you the option of receiving all or a portion of certain payments under the Letter Agreement in annual installments over a number of years. Any installment payments would be made pursuant to the terms of the Burlington Northern Santa Fe Corporation Deferred Compensation Plan (the "Deferred Compensation Plan"), and would accrue interest at the rate provided under the Deferred Compensation Plan (currently Moody's AAA Rated Corporate Bond Average) until distributed. Of course, these provisions would take effect only in the event that you would otherwise be eligible to receive benefits under the existing terms of the Letter Agreement. Pursuant to the Amendment set forth below, benefits under the Letter Agreement that may be paid in installments include the severance payment equal to three (3) times your Salary Rate plus three (3) times your Bonus Rate, as described under Section 4(iii)(b)(I) or 4(iii) (b)(11) of the Letter Agreement. Under the existing terms of the Letter Agreement, you could receive these amounts following your Date of Termination by the various methods specified per the Letter Agreement. In order to receive all or a portion of the above-described benefits in annual installment payments, you must agree to the Amendment as set forth below. Please indicate in the blanks provided below, the percentage of the severance payment (i.e., 1 to 100 percent) that you would like to receive in the form of installment payments, as well as the number of years (to a maximum of 10 years) over which you would like to receive installment payments. The remaining benefits, if any, will be paid in the form of a lump sum payment no later than the fifth (5th) day following your Date of Termination. Please note that by executing this Amendment, you will irrevocably waive the right to receive the percentage of benefits designated as installment payments in the form of a lump sum or other payment method. This also means that the Company will be unable to accelerate the payment of such benefits if you later change your mind, unless you incur a severe and unexpected financial hardship. Capitalized terms used and not otherwise defined herein shall have the same meanings as in the Letter Agreement.
A. In the event I become entitled to receive a payment under either Section 4(iii)(b)(1) or 4(iii)(b)(11) of the Letter Agreement, I hereby irrevocably elect to receive such payment in the following manner in lieu of the payment manner currently set forth in the Letter Agreement: (1) _ percent of the payment shall be paid in equal annual installments under the Deferred Compensation Plan over a period of _ years (and in no event more than ten (10) years) at the rate of interest provided under the Deferred Compensation Plan, with the first such payment commencing in January of the year following my Date of Termination; and (2) the balance of the payment shall be paid in a lump sum no later than the fifth (5) business day following my Date of Termination. The Company, in its sole discretion, may accelerate the payment of any remaining amounts due me under Section 4(iii)(b)(1) or Section 4(iii)(b)(11) upon its determination that I have incurred a severe and unexpected financial hardship; provided however, that any such accelerated payment shall not exceed the amount necessary to relieve such hardship. B. The Corporation or Affiliate will permit me, upon written request to the Deferred Compensation Plan administrator, to change the deferral amount percentage, the length of installment payments, and remainder lump sum amount once within any twelve (12) month period. Provided however, any change other than this initial election shall not be of any force or effect unless it was made at least one year prior to the Date of Termination. THIS AMENDMENT WAS NEGOTIATED AND EXECUTED IN THE STATE OF TEXAS AND THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. This Amendment may be executed in several counterparts, each of which shall be deemed to be original but all of
A. In the event I become entitled to receive a payment under either Section 4(iii)(b)(1) or 4(iii)(b)(11) of the Letter Agreement, I hereby irrevocably elect to receive such payment in the following manner in lieu of the payment manner currently set forth in the Letter Agreement: (1) _ percent of the payment shall be paid in equal annual installments under the Deferred Compensation Plan over a period of _ years (and in no event more than ten (10) years) at the rate of interest provided under the Deferred Compensation Plan, with the first such payment commencing in January of the year following my Date of Termination; and (2) the balance of the payment shall be paid in a lump sum no later than the fifth (5) business day following my Date of Termination. The Company, in its sole discretion, may accelerate the payment of any remaining amounts due me under Section 4(iii)(b)(1) or Section 4(iii)(b)(11) upon its determination that I have incurred a severe and unexpected financial hardship; provided however, that any such accelerated payment shall not exceed the amount necessary to relieve such hardship. B. The Corporation or Affiliate will permit me, upon written request to the Deferred Compensation Plan administrator, to change the deferral amount percentage, the length of installment payments, and remainder lump sum amount once within any twelve (12) month period. Provided however, any change other than this initial election shall not be of any force or effect unless it was made at least one year prior to the Date of Termination. THIS AMENDMENT WAS NEGOTIATED AND EXECUTED IN THE STATE OF TEXAS AND THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. This Amendment may be executed in several counterparts, each of which shall be deemed to be original but all of which together will constitute one and the same instrument. Please sign below to indicate your acceptance or declination of the terms of this Amendment. Regardless of whether you accept or decline the terms of this Amendment, this document must be signed and returned to the Company no later than January 31, 1999. Sincerely, Ricci Gardner
Exhibit 10.22 Amended and Restated October 16, 2001 THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY SEVERANCE PLAN PURPOSE OF THE PLAN The Burlington Northern and Santa Fe Railway Company Severance Plan ("Plan") is intended to provide severance benefits to salaried employees of The Burlington Northern and Santa Fe Railway Company ("Company") whose employment is terminated by the Company under the circumstances outlined in this Plan. With the adoption of this Plan, the Company has also terminated all prior severance arrangements adopted by predecessor companies except to the extent that an individual is eligible to receive benefits under such program. ELIGIBILITY A person shall be an "Eligible Employee" if he or she is an active, regularly assigned, full-time salaried employee not covered by a collective bargaining agreement, who is terminated by the Company for other than Cause, and who executes a general release agreement in the form as established by the Company or the Committee under this Plan; provided, however, an employee who is party to an individual severance agreement with the Company or its affiliates and under which benefits are paid upon termination shall not constitute an Eligible Employee. Notwithstanding the foregoing, an employee who does not execute a general release and who otherwise satisfies
Exhibit 10.22 Amended and Restated October 16, 2001 THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY SEVERANCE PLAN PURPOSE OF THE PLAN The Burlington Northern and Santa Fe Railway Company Severance Plan ("Plan") is intended to provide severance benefits to salaried employees of The Burlington Northern and Santa Fe Railway Company ("Company") whose employment is terminated by the Company under the circumstances outlined in this Plan. With the adoption of this Plan, the Company has also terminated all prior severance arrangements adopted by predecessor companies except to the extent that an individual is eligible to receive benefits under such program. ELIGIBILITY A person shall be an "Eligible Employee" if he or she is an active, regularly assigned, full-time salaried employee not covered by a collective bargaining agreement, who is terminated by the Company for other than Cause, and who executes a general release agreement in the form as established by the Company or the Committee under this Plan; provided, however, an employee who is party to an individual severance agreement with the Company or its affiliates and under which benefits are paid upon termination shall not constitute an Eligible Employee. Notwithstanding the foregoing, an employee who does not execute a general release and who otherwise satisfies the requirements of an Eligible Employee shall be entitled to two weeks' Base Salary as severance, but no other benefits under this Plan. On an exception basis, the Company may, in its sole discretion, offer the benefits of this Plan, or a reduced portion of the benefits, on an individual basis as an inducement to a mutually agreed termination of employment. DEFINITIONS 1. "Credited Service" shall be defined as months of vesting service for which each employee is credited under the BNSF Retirement Plan. A partial month of service shall be credited as a full month. 2. "Base Salary" means the Eligible Employee's highest regular base salary during the 24 month period prior to the date of termination of employment, excluding overtime and bonuses, computed on a weekly basis. 3. "Committee" means a committee comprised of the Executive Vice President Law & Chief of Staff and the Vice President Human Resources. The Committee shall have discretionary authority to administer, construe and interpret the Plan, to decide all questions of eligibility, to determine the amount, manner and time of payment of any benefits hereunder, and to make all other determinations deemed necessary or advisable for the administration of the Plan. 4. "Company" means The Burlington Northern and Santa Fe Railway Company, and its wholly owned subsidiaries which elect to participate. 5. "Severance Allowance" means the total Severance Allowance available to an Eligible Employee pursuant to the Plan. 6. "BNSF Retirement Plan" means the qualified retirement plan maintained by the Company.
7. "Incentive Payments" means gross cash payments earned under the Incentive Compensation Plan (ICP). 8. "Vacation" means the vacation amount as provided under the Company's existing vacation policy. In the event an Eligible Employee has a written agreement providing additional vacation benefits, that agreement will govern.
7. "Incentive Payments" means gross cash payments earned under the Incentive Compensation Plan (ICP). 8. "Vacation" means the vacation amount as provided under the Company's existing vacation policy. In the event an Eligible Employee has a written agreement providing additional vacation benefits, that agreement will govern. 9. "Cause" shall mean (a) the failure by the employee to substantially perform the assigned duties with the Company in accordance with the standards of the Company (other than any such failure resulting from incapacity due to physical or mental illness), or (b) the willful engaging by the employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Subsection, no act, or failure to act, shall be deemed "willful" unless done, or omitted to be done, by the employee not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. DURATION AND TIMETABLE 1. This Plan shall continue in effect through December 31, 2001; provided, however, that commencing on January 1, 2002, and each January 1 thereafter, the Plan shall automatically be extended for one additional year, provided that the Company or the President of the Company reserves the right to amend or terminate all or any portion of the Plan at any time. 2. The Company will determine the date an Eligible Employee's termination will be effective. In the event an Eligible Employee resigns or otherwise terminates employment with the Company prior to the effective Date of Termination, he/she forfeits all further participation in this Plan. SEVERANCE ALLOWANCE The Plan will provide an Eligible Employee a specified amount of money at the time of separation and certain other benefits. The amount of the Severance Allowance will be determined under one of the following schedules. A. A lump sum allowance in an amount equal to the higher of (1) or (2): (1) One week's Base Salary times years of Credited Service, plus One week's Base Salary per $4,000 of annual Base Salary, plus One week's Base Salary for each year over 40 years of age. (2) Two weeks' Base Salary times years of Credited Service. The minimum payment under Schedule A will be eight (8) weeks' Base Salary and the maximum benefit will be two (2) years' Base Salary. B. In the case of a discretionary individual Severance Allowance provided as an inducement to a mutually agreed termination of employment, a lump sum amount determined solely by the Company that is less than the amount that would be provided under Schedule A of this section. The time and method of payment of a Severance Allowance will be determined by the Company, but it is intended that payments will be made within 30 days of receipt of the general release by Human Resources. Severance Allowance payments will be subject to withholdings for federal income tax, state - page 2 -
income tax where applicable, and Railroad Retirement Tax and other appropriate deductions, but shall not constitute compensation under any Company retirement plan. Notwithstanding the foregoing provisions of this Plan, the amount of any payment provided under this Plan shall
income tax where applicable, and Railroad Retirement Tax and other appropriate deductions, but shall not constitute compensation under any Company retirement plan. Notwithstanding the foregoing provisions of this Plan, the amount of any payment provided under this Plan shall be reduced by (1) any similar payment made by the Company required by any federal or state law including but not limited to the Worker Adjustment and Retraining Notification Act with respect to such termination of employment, and (2) if the employee is in inactive status, the amount of any short-term disability income benefits the Company or a Company plan paid to the Eligible Employee in the preceding twelve (12) months. In addition, notwithstanding the foregoing provisions of the Plan, no payments will be made to an Eligible Employee or his or her spouse or beneficiary (a) if the Eligible Employee is offered the benefit of Supplement D under the BNSF Retirement Plan; or (b) if a pension commences to be paid (or would commence to be paid if the individual had not deferred the commencement date) to the Eligible Employee, spouse or beneficiary pursuant to Supplement A, B, C or D of the BNSF Retirement Plan, except as set forth in the following paragraph. SUPPLEMENT D TO THE BNSF RETIREMENT PLAN If the early retirement window benefit payable to the Eligible Employee under Supplement D of the BNSF Retirement Plan would have been greater if the benefit was calculated under subparagraph D-5(1) rather than subparagraph D-5(2) (disregarding subparagraph D-5(4)), then the excess of such benefit calculated under subparagraph D-5(1) over the benefit calculated under subparagraph D-5(2) (disregarding subparagraph D-5 (4)) will be paid to the Eligible Employee under this Plan in a lump sum payment. If the early retirement window benefit determined under Paragraph D-5 of Supplement D to the BNSF Retirement Plan for an eligible Participant is reduced to enable the BNSF Retirement Plan to meet the requirements of Sections 401(a)(4) and 410(b) of the Internal Revenue Code and such reduction is not paid from the Burlington Northern Santa Fe Supplemental Retirement Plan, the amount of such reduction shall be paid under this Plan. UNPAID LEAVE OF ABSENCE Eligible Employees who are eligible to retire under the early retirement provisions of the BNSF Retirement Plan as of their date of termination may elect to be placed upon an Unpaid Leave of Absence until the earlier of the date the Eligible Employee elects to begin receiving benefits under the BNSF Retirement Plan, reaches age 65 or reaches 30 years of service at or after age 62. Eligible Employees whose age and Credited Service when added together total at least 70, or who are at least 50 years of age with five (5) years of Credited Service, and who are not eligible under paragraph 1 above, may elect to be placed upon an Unpaid Leave of Absence until eligible to commence an early retirement benefit under the BNSF Retirement Plan. An Eligible Employee who elects to be placed upon an Unpaid Leave of Absence may irrevocably elect to spread his or her Severance Allowance over a period of up to two years from the date the Unpaid Leave of Absence commences, provided such election is made prior to termination of employment and in accordance with such restrictions as the Committee may impose. In the event the Eligible Employee terminates his or her employment, any remaining amounts due shall be paid in a lump sum. An Eligible Employee who elects to be placed upon an Unpaid Leave of Absence will continue to accrue benefit and vesting service under the BNSF Retirement Plan to the extent consistent with applicable IRS requirements. If the Eligible Employee elects the Unpaid Leave of Absence, there are other special rules applicable as described below. - page 3 -
Notwithstanding the above provisions dealing with Unpaid Leave of Absence, the Eligible Employee will be treated as having terminated employment, will not have a right to elect to be placed upon an Unpaid Leave of Absence and will not continue to accrue benefit or vesting service under the BNSF Retirement Plan if:
Notwithstanding the above provisions dealing with Unpaid Leave of Absence, the Eligible Employee will be treated as having terminated employment, will not have a right to elect to be placed upon an Unpaid Leave of Absence and will not continue to accrue benefit or vesting service under the BNSF Retirement Plan if: a. a retirement benefit under the BNSF Retirement Plan commences to be paid (or would commence to be paid if the Eligible Employee had not deferred the commencement of such retirement benefit) to the Eligible Employee, spouse or beneficiary pursuant to Supplement A, B, C or D of the BNSF Retirement Plan; or b. the benefit accrued during the Unpaid Leave of Absence will cause the BNSF Retirement Plan to fail to meet the requirements of Section 401(a) or 410(b) of the Internal Revenue Code. OTHER BENEFITS All welfare benefits and participation in compensation plans shall cease upon your date of termination or the date your unpaid leave commences except as described below. HEALTH CARE BENEFITS The Company will pay the premiums for continuation coverage under the medical and dental plan pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for six (6) months and the Eligible Employee may purchase up to an additional twelve (12) months of COBRA coverage or the number of months required by law; provided coverage will terminate when an individual is covered under another group medical and dental plan. If at the end of the six (6)-month period an Eligible Employee has begun receiving benefits under Article 6 or 7 of the BNSF Retirement Plan, the Eligible Employee will be eligible to commence retiree medical and life coverage under the BNI or SFP retiree medical and life plans, if eligible under those plans. The Eligible Employee will lose eligibility for retiree medical and life coverage if he or she does not commence such coverage the day immediately following the end of the six (6)-month period. If at the end of the six (6)-month period, the Eligible Employee is not yet eligible to commence benefits under Article 6 or 7 of the BNSF Retirement Plan, the Eligible Employee will be able to elect retiree medical and life coverage as follows: a) if on a leave of absence, immediately upon the end of the leave of absence at the Eligible Employee's retirement date under Article 6 or 7 of the BNSF Retirement Plan provided he or she is eligible for retiree medical and life coverage pursuant to the terms of the retiree medical and life insurance plan or b) if not on a leave of absence, and is receiving benefits under Supplement D of the BNSF Retirement Plan, on the Eligible Employee's earliest retirement date under Article 6 or 7 of the BNSF Retirement Plan provided he or she is eligible for retiree medical and life coverage pursuant to the terms of the retiree medical and life insurance plan. The Eligible Employee will lose eligibility for retiree medical and life coverage if he or she does not commence such coverage the first day he or she is eligible for benefits under Article 6 or 7 of the BNSF Retirement Plan. A conversion privilege for employee life insurance, less any BNSF group term life insurance for which the Eligible Employee is eligible as a retiree, will be provided within 31 days of the date coverage under the active employee plan ceases, i.e., the Date of Termination or the date the Unpaid Leave of Absence commences. INVESTMENT AND RETIREMENT PLAN Eligible Employees may elect to keep their accounts in the Investment and Retirement Plan or to receive their account balance upon termination. However, Eligible Employees on an Unpaid Leave of Absence will not be eligible for a distribution until the termination of the Unpaid Leave of Absence, and loan payments will be required to be made while on leave. - page 4 STOCK PLANS If the Eligible Employee is terminated under this Plan, stock awards will become exercisable or restrictions shall lapse in an amount and for the limited period of time set forth in the applicable stock plans. If the Eligible Employee elects an Unpaid Leave of Absence, the right to an Unpaid Leave of Absence is contingent upon the
STOCK PLANS If the Eligible Employee is terminated under this Plan, stock awards will become exercisable or restrictions shall lapse in an amount and for the limited period of time set forth in the applicable stock plans. If the Eligible Employee elects an Unpaid Leave of Absence, the right to an Unpaid Leave of Absence is contingent upon the Eligible Employee's agreement that stock awards will be treated as if the Eligible Employee's last day of compensated service is the Date of Termination. INCENTIVE PAYMENTS An Eligible Employee shall be entitled to a pro rata ICP payment based upon the date of termination or the day the Unpaid Leave of Absence commences and based upon Company performance. The ICP payment will be made at the same time active employees receive their payments. VACATION Accrued and earned vacation will be paid in a lump sum following the Date of Termination or the date the Unpaid Leave of Absence commences. OUTPLACEMENT COUNSELING The Company may provide, at times and places specified by the Company, outplacement counseling as designated by the Company to Eligible Employees. The Company will have sole discretion in the selection of the outside vendor and services to be provided. CLAIM REVIEW PROCEDURE 1. All inquiries concerning claims under the Plan shall be submitted to the Company and shall be addressed as follows: Ms. Gloria Zamora, Vice President Human Resources, BNSF, 2500 Lou Menk Drive, Ft. Worth, Texas, 76131. In the event that any claim for benefits is denied in whole or in part, the Company shall notify the claimant in writing of such denial and shall advise the claimant of his or her right to a review thereof. Such written notice shall set forth, in a manner calculated to be understood by the claimant, specific reasons for such denial, specific references to the Plan provisions on which such denial is based, a description of any information or material necessary for the claimant to perfect the claim, an explanation of why such material is necessary and an explanation of the Plan's review procedure. Such written notice shall be given to the claimant within a reasonable period of time after the claim is filed with the Company. 2. Any person or his or her duly authorized representative, whose claim for benefits is denied in whole or in part may appeal from such denial by submitting to the Company a request for a review of the claim within 65 days after receiving written notice of such denial from the Company. The Company shall give the claimant an opportunity to review pertinent documents in preparing his or her request for review. 3. The request for review must be in writing and shall be addressed as follows: Ms. Gloria Zamora, Vice President Human Resources, BNSF, 2500 Lou Menk Dr., Fort Worth, Texas 76131. The request for review shall set forth all of the grounds upon which it is based, all facts and support thereof and any other matters which the claimant deems pertinent. The Company may require the claimant to submit such additional facts, documents or other material as the Company may deem necessary or appropriate in making its review. 4. The Company shall act upon each request for review within 60 days after receipt thereof unless special circumstances require further time for processing, but in no event shall the - page 5 -
decision on review be rendered more than 120 days after the Company receives the request for review. 5. The Company shall give written notice of its decision to the claimant. In the event that the Company confirms
decision on review be rendered more than 120 days after the Company receives the request for review. 5. The Company shall give written notice of its decision to the claimant. In the event that the Company confirms the denial of application for benefits in whole or in part, such notice shall set forth, in a manner calculated to be understood by the claimant, the specific reasons for such denial and specific references to the Plan provisions on which the decision is based. ERISA REQUIREMENTS The following paragraphs contain specific information required by the Employee Retirement Income Security Act of 1974 (ERISA): The name of the Plan is The Burlington Northern and Santa Fe Railway Company Severance Plan. The Sponsor of the Plan is: The Burlington Northern and Santa Fe Railway Company 2500 Lou Menk Drive Fort Worth, Texas 76131 The administrator of the Plan is the Committee. The Committee can be contacted by writing: The BNSF Severance Plan Committee c/o Ms. Gloria Zamora 2500 Lou Menk Drive Fort Worth, Texas 76131 The Plan Administrator may be contacted by calling (817) 352-3690. Mr. Jeffrey Moreland, Executive Vice President-Law and Chief of Staff, The Burlington Northern and Santa Fe Railway Company, 2650 Lou Menk Drive, Fort Worth, Texas 76131, is designated as agent for legal process. Service of legal process may also be made upon written request to the Plan Administrator. The Employer Identification Number (EIN) assigned by the Internal Revenue Service is 41-6034000. You are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan participants shall be entitled to: examine, without charge at the office of the Plan Administrator, all plan documents and copies of all documents filed by the plan with the U.S. Department of Labor, such as detailed annual reports and plan descriptions. obtain copies of all plan documents and other plan information upon written request to the Plan Administrator. A reasonable charge may be made for the copies. receive a summary of the plan's annual report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report. In addition to creating rights for plan participants, ERISA imposes duties upon people who are responsible for the operation of the plan. The people who operate your plan, called "fiduciaries" of the plan, have the duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. If your claim for a benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have a right to have the plan reviewed and reconsider your - page 6 -
claim. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $100 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that plan fiduciaries misuse the plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U. S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees; for example, if it finds your claim is frivolous. If you have any questions about this statement or your rights under ERISA, you should contact the Plan Administrator or the Area Office of the U.S. Labor-Management Service Administration, Department of Labor. DISCLAIMER The adoption of this Plan is entirely voluntary on the part of the Company and is not intended nor shall be construed as creating a contract of employment between the Company or its successors and an Eligible Employee, nor shall it be construed as a term of employment. All participants are employees at the will of the Company. - page 7 -
Exhibit 10.34 APPROVAL OF DISCRETIONARY BONUS WHEREAS, the Board, upon the recommendation of the Compensation and Development Committee, wishes to award a discretionary bonus to Mr. Robert D. Krebs, Chairman of the Board of Directors of Burlington Northern Santa Fe Corporation (the "Company"); RESOLVED, that Mr. Krebs be provided with a bonus of $2,500,000 payable January 31, 2002; and FURTHER RESOLVED, that the appropriate officers of the Company are hereby authorized and directed to take or cause to be taken such actions as may, in the judgment of any of such officers, be necessary or appropriate to carry out the purpose of these resolutions. Burlington Northern Santa Fe Corporation Meeting of the Board of Directors December 13, 2001
Exhibit 10.35 RETIREMENT BENEFIT AGREEMENT THIS AGREEMENT dated this 12th day of December, 2001, between Burlington Northern Santa Fe Corporation (hereinafter referred to as the "Company") and Mr. Robert D. Krebs (hereinafter referred to as "Mr. Krebs"). WITNESSETH WHEREAS, in consideration of Mr. Krebs's service, the Company desires to provide Mr. Krebs with benefits upon retirement to be calculated in the manner and provided under the conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and Mr. Krebs agree as follows: 1. Upon retiring pursuant to the provisions of the Burlington Northern Santa Fe Retirement Plan (hereinafter
Exhibit 10.34 APPROVAL OF DISCRETIONARY BONUS WHEREAS, the Board, upon the recommendation of the Compensation and Development Committee, wishes to award a discretionary bonus to Mr. Robert D. Krebs, Chairman of the Board of Directors of Burlington Northern Santa Fe Corporation (the "Company"); RESOLVED, that Mr. Krebs be provided with a bonus of $2,500,000 payable January 31, 2002; and FURTHER RESOLVED, that the appropriate officers of the Company are hereby authorized and directed to take or cause to be taken such actions as may, in the judgment of any of such officers, be necessary or appropriate to carry out the purpose of these resolutions. Burlington Northern Santa Fe Corporation Meeting of the Board of Directors December 13, 2001
Exhibit 10.35 RETIREMENT BENEFIT AGREEMENT THIS AGREEMENT dated this 12th day of December, 2001, between Burlington Northern Santa Fe Corporation (hereinafter referred to as the "Company") and Mr. Robert D. Krebs (hereinafter referred to as "Mr. Krebs"). WITNESSETH WHEREAS, in consideration of Mr. Krebs's service, the Company desires to provide Mr. Krebs with benefits upon retirement to be calculated in the manner and provided under the conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and Mr. Krebs agree as follows: 1. Upon retiring pursuant to the provisions of the Burlington Northern Santa Fe Retirement Plan (hereinafter referred to as the "Plan"), Mr. Krebs will be entitled to the following retirement benefits: (a) A Normal Retirement Benefit, or reduced Early Retirement Benefit, calculated in accordance with Plan provisions in effect on the date of his termination, and payable out of Plan assets in accordance with the Plan terms and, if entitled thereto by the provisions of the Burlington Northern Santa Fe Supplemental Retirement Plan, an additional benefit payable out of the general assets of the Company; and (b) An extra Retirement Benefit payable monthly out of the general assets of the Company and calculated as follows: (i) Mr. Krebs's Normal Retirement Benefit or reduced Early Retirement Benefit calculated as if Mr. Krebs is entitled to the Window Benefit provisions of Supplement B to the Plan, provided that for purposes of this Section 1(b), Mr. Krebs's Plan Compensation shall be computed with reference to the Retirement Benefit Agreement between R. D. Krebs and Santa Fe Pacific Corporation dated February 26, 1992; minus (ii) Mr. Krebs's Normal Retirement Benefit, or reduced Early Retirement Benefit, as calculated in Section 1(a) of this Agreement. (c) For purposes of the extra Retirement Benefit to be provided to Mr. Krebs pursuant to Section 1(b), Mr. Krebs shall be eligible for early retirement at any time he has both attained age 55 and completed at least 10 years of vesting service. 1
Exhibit 10.35 RETIREMENT BENEFIT AGREEMENT THIS AGREEMENT dated this 12th day of December, 2001, between Burlington Northern Santa Fe Corporation (hereinafter referred to as the "Company") and Mr. Robert D. Krebs (hereinafter referred to as "Mr. Krebs"). WITNESSETH WHEREAS, in consideration of Mr. Krebs's service, the Company desires to provide Mr. Krebs with benefits upon retirement to be calculated in the manner and provided under the conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and Mr. Krebs agree as follows: 1. Upon retiring pursuant to the provisions of the Burlington Northern Santa Fe Retirement Plan (hereinafter referred to as the "Plan"), Mr. Krebs will be entitled to the following retirement benefits: (a) A Normal Retirement Benefit, or reduced Early Retirement Benefit, calculated in accordance with Plan provisions in effect on the date of his termination, and payable out of Plan assets in accordance with the Plan terms and, if entitled thereto by the provisions of the Burlington Northern Santa Fe Supplemental Retirement Plan, an additional benefit payable out of the general assets of the Company; and (b) An extra Retirement Benefit payable monthly out of the general assets of the Company and calculated as follows: (i) Mr. Krebs's Normal Retirement Benefit or reduced Early Retirement Benefit calculated as if Mr. Krebs is entitled to the Window Benefit provisions of Supplement B to the Plan, provided that for purposes of this Section 1(b), Mr. Krebs's Plan Compensation shall be computed with reference to the Retirement Benefit Agreement between R. D. Krebs and Santa Fe Pacific Corporation dated February 26, 1992; minus (ii) Mr. Krebs's Normal Retirement Benefit, or reduced Early Retirement Benefit, as calculated in Section 1(a) of this Agreement. (c) For purposes of the extra Retirement Benefit to be provided to Mr. Krebs pursuant to Section 1(b), Mr. Krebs shall be eligible for early retirement at any time he has both attained age 55 and completed at least 10 years of vesting service. 1
2. Nothing contained herein shall confer any right upon Mr. Krebs for continued employment by the Company, or any affiliate or subsidiary of the Company. 3. The Company retains the right to withhold from payments due hereunder amounts deemed by the Company to be required to be withheld under income or other tax laws of any jurisdiction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. BURLINGTON NORTHERN SANTA FE CORPORATION
By: /s/ Matthew K. Rose ----------------------------------------
[Corporate Seal] ATTEST:
2. Nothing contained herein shall confer any right upon Mr. Krebs for continued employment by the Company, or any affiliate or subsidiary of the Company. 3. The Company retains the right to withhold from payments due hereunder amounts deemed by the Company to be required to be withheld under income or other tax laws of any jurisdiction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. BURLINGTON NORTHERN SANTA FE CORPORATION
By: /s/ Matthew K. Rose ----------------------------------------
[Corporate Seal] ATTEST:
Secretary ROBERT D. KREBS
/s/ Robert D. Krebs -------------------------------------------
EXHIBIT 12.1 BURLINGTON NORTHERN SANTA FE CORPORATION and SUBSIDIARIES COMPUTATION of RATIO of EARNINGS to FIXED CHARGES (in millions, except ratio amounts) (Unaudited)
Year Ended December 31, ------------------------------------2001 ------------Earnings: Pre-tax income Add: Interest and fixed charges, excluding capitalized interest Portion of rent under long-term operating leases representative of an interest factor Distributed income of investees accounted for under the equity method Amortization of capitalized interest Less: Undistributed equity in earnings of investments accounted for under the equity method $ 1,182 $ 1,585 $ 2000 199 -------------- -------
463
453
193
187
5 7
46 6
23 -------------
18 -------------- -------
EXHIBIT 12.1 BURLINGTON NORTHERN SANTA FE CORPORATION and SUBSIDIARIES COMPUTATION of RATIO of EARNINGS to FIXED CHARGES (in millions, except ratio amounts) (Unaudited)
Year Ended December 31, ------------------------------------2001 ------------Earnings: Pre-tax income Add: Interest and fixed charges, excluding capitalized interest Portion of rent under long-term operating leases representative of an interest factor Distributed income of investees accounted for under the equity method Amortization of capitalized interest Less: Undistributed equity in earnings of investments accounted for under the equity method $ 1,182 $ 1,585 $ 2000 199 -------------- -------
463
453
193
187
5 7
46 6
23 -------------
18 -------------- -------
Total earnings available for fixed charges
$ 1,827 =============
$ 2,259 $ ============== =======
Fixed charges: Interest and fixed charges Portion of rent under long-term operating leases representative of an interest factor $ 477 $ 481 $
193 ------------$ 670 ============= 2.73x
187 -------------- ------$ 668 $ ============== ======= 3.38x
Total fixed charges
Ratio of earnings to fixed charges
E-1
Exhibit 21.1 BURLINGTON NORTHERN SANTA FE CORPORATION SUBSIDIARIES* BURLINGTON NORTHERN SANTA FE CORPORATION
BNSF Acquisition, Inc. (DE) FreightWise, Inc. (DE) The Burlington Northern and Santa Fe Railway Company (DE) Alameda Belt Line (CA) 100% 88.9% 100% 50%
Exhibit 21.1 BURLINGTON NORTHERN SANTA FE CORPORATION SUBSIDIARIES* BURLINGTON NORTHERN SANTA FE CORPORATION
BNSF Acquisition, Inc. (DE) FreightWise, Inc. (DE) The Burlington Northern and Santa Fe Railway Company (DE) Alameda Belt Line (CA) BN Leasing Corporation (DE) Bayport Systems, Inc. (TX) BayRail, LLC (DE) The Belt Railway Company of Chicago (IL) Burlington Northern Dock Corporation (DE) The Burlington Northern and Santa Fe Railway Company de Mexico, S.A. de C.V. (Mexico) Burlington Northern Santa Fe British Columbia, Ltd. (DE) Burlington Northern International Services, Inc. (DE) The Burlington Northern and Santa Fe Railway Company de Mexico, S.A. de C.V. (Mexico) Burlington Northern-Mexico Inc. (DE) Burlington Northern (Manitoba) Limited (Manitoba) Burlington Northern Railroad Holdings, Inc. (DE) Burlington Northern Santa Fe Manitoba, Inc. (DE) Burlington Northern Santa Fe Properties, L.L.C. (DE) Burlington Northern Worldwide, Inc. (DE) Central California Traction Company (CA) Constellation 130, Inc. (CA) The Dodge City and Cimarron Valley Railway Company (KS) Electro Northern, Inc. (DE) Houston Belt & Terminal Railway Company (TX) INB Corp. (NV) Iowa Transfer Railway Company (IA) Kansas City Terminal Railway Company (MO) Longview Switching Company (WA) Los Angeles Junction Railway Company (CA) M-R Holdings Acquisition Company (DE) M T Properties, Inc. (MN) Midwest/Northwest Properties Inc. (DE) Northern Radio Limited (British Columbia) The Oakland Terminal Railway (CA) Oklahoma City Junction Railway Company (OK) 100% 88.9% 100% 50% 100% 100% 100% 16.6% 100% 99% 100% 100% 1% 100% 100% 100% 100% 100% 100% 33.3% 100% 100% 100% 50% 100% 25% 25% 50% 100% 100% 37.8% 100% 100% 50% 100%
Paducah & Illinois Railroad Company (KY) Pathnet Telecommunications, Inc. (DE) Pine Canyon Land Company (DE) Portland Terminal Railroad Company (OR) Rio Grande, El Paso and Santa Fe Railroad Company (TX) SFP Pipeline Holdings, Inc. (DE) Santa Fe Pacific Pipelines, Inc. (DE) Santa Fe Pacific Insurance Company (VT) Santa Fe Pacific Railroad Company (Act of Congress) Santa Fe Receivables Corporation (DE) Santa Fe Terminal Services, Inc. (DE) Star Lake Railroad Company (DE) St. Joseph Terminal Railroad Company Sunset Communications Company (DE) Sunset Railway Company (CA) TTX Company (DE) Terminal Railroad Association of St. Louis (MO) Texas City Terminal Railway Company (TX)
33.3% 9.6% 100% 40% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 50% 17% 14.3% 33.3%
Paducah & Illinois Railroad Company (KY) Pathnet Telecommunications, Inc. (DE) Pine Canyon Land Company (DE) Portland Terminal Railroad Company (OR) Rio Grande, El Paso and Santa Fe Railroad Company (TX) SFP Pipeline Holdings, Inc. (DE) Santa Fe Pacific Pipelines, Inc. (DE) Santa Fe Pacific Insurance Company (VT) Santa Fe Pacific Railroad Company (Act of Congress) Santa Fe Receivables Corporation (DE) Santa Fe Terminal Services, Inc. (DE) Star Lake Railroad Company (DE) St. Joseph Terminal Railroad Company Sunset Communications Company (DE) Sunset Railway Company (CA) TTX Company (DE) Terminal Railroad Association of St. Louis (MO) Texas City Terminal Railway Company (TX) Transportation Group Management, Inc. (DE) Western Fruit Express Company (DE) The Wichita Union Terminal Railway Company (KS) Winona Bridge Railway Company (MN) The Zia Company (DE)
33.3% 9.6% 100% 40% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 50% 17% 14.3% 33.3% 100% 100% 66.6% 100% 100%
*The names of certain subsidiaries of Burlington Northern Santa Fe Corporation are omitted as those subsidiaries, considered as a single subsidiary, would not constitute a significant subsidiary.
Exhibit 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in (i) the Registration Statements on Form S-3 (Nos. 33359894 and 333-36718) and (ii) the Registration Statements on Form S-8 (Nos. 33-62825, 33-62827, 3362829, 33-62831, 33-62833, 33-62835, 33-62837, 33-62839, 33-62841, 33-62943, 33-63247, 33-63249, 33-63253, 333-03275, 333-03277, 333-19241, 333-77615 and 333-59854) of Burlington Northern Santa Fe Corporation of our report dated February 6, 2002 relating to the consolidated financial statements and the financial statement schedule, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Fort Worth, Texas February 6, 2002
Exhibit 24.1 POWER OF ATTORNEY WHEREAS, BURLINGTON NORTHERN SANTA FE CORPORATION, a Delaware corporation (the "Company"), will file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the fiscal year ended December 31, 2001; and WHEREAS, the undersigned serve the Company in the capacity indicated; NOW, THEREFORE, the undersigned hereby constitutes and appoints THOMAS N. HUND and JEFFREY R.
Exhibit 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in (i) the Registration Statements on Form S-3 (Nos. 33359894 and 333-36718) and (ii) the Registration Statements on Form S-8 (Nos. 33-62825, 33-62827, 3362829, 33-62831, 33-62833, 33-62835, 33-62837, 33-62839, 33-62841, 33-62943, 33-63247, 33-63249, 33-63253, 333-03275, 333-03277, 333-19241, 333-77615 and 333-59854) of Burlington Northern Santa Fe Corporation of our report dated February 6, 2002 relating to the consolidated financial statements and the financial statement schedule, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Fort Worth, Texas February 6, 2002
Exhibit 24.1 POWER OF ATTORNEY WHEREAS, BURLINGTON NORTHERN SANTA FE CORPORATION, a Delaware corporation (the "Company"), will file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the fiscal year ended December 31, 2001; and WHEREAS, the undersigned serve the Company in the capacity indicated; NOW, THEREFORE, the undersigned hereby constitutes and appoints THOMAS N. HUND and JEFFREY R. MORELAND, his or her attorney with full power to act for him or her in his or her name, place and stead, to sign his or her name in the capacity set forth below, to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2001, and to any and all amendments to such Annual Report on Form 10-K, and hereby ratifies and confirms all that said attorney may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been executed by the undersigned this 15th day of February, 2002.
/s/ Alan L. Boeckmann -------------------------------------Alan L. Boeckmann, Director /s/ Robert D. Krebs -------------------------------------Robert D. Krebs, Director and Chairman /s/ Vilma_S. Martinez -------------------------------------Vilma S. Martinez, Director /s/ Roy S. Roberts -------------------------------------Roy S. Roberts, Director /s/ John J. Burns --------------------------------------John J. Burns, Jr., Director /s/ Bill M. Lindig --------------------------------------Bill M. Lindig, Director /s/ Marc F. Racicot --------------------------------------Marc F. Racicot, Director /s/ Mathew K. Rose --------------------------------------Matthew K. Rose, Director and President and Chief Executive Officer /s/ Arnold R. Weber --------------------------------------Arnold R. Weber, Director
/s/ Marc J. Shapiro -------------------------------------Marc J. Shapiro, Director
Exhibit 24.1 POWER OF ATTORNEY WHEREAS, BURLINGTON NORTHERN SANTA FE CORPORATION, a Delaware corporation (the "Company"), will file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, as amended, its Annual Report on Form 10-K for the fiscal year ended December 31, 2001; and WHEREAS, the undersigned serve the Company in the capacity indicated; NOW, THEREFORE, the undersigned hereby constitutes and appoints THOMAS N. HUND and JEFFREY R. MORELAND, his or her attorney with full power to act for him or her in his or her name, place and stead, to sign his or her name in the capacity set forth below, to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2001, and to any and all amendments to such Annual Report on Form 10-K, and hereby ratifies and confirms all that said attorney may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been executed by the undersigned this 15th day of February, 2002.
/s/ Alan L. Boeckmann -------------------------------------Alan L. Boeckmann, Director /s/ Robert D. Krebs -------------------------------------Robert D. Krebs, Director and Chairman /s/ Vilma_S. Martinez -------------------------------------Vilma S. Martinez, Director /s/ Roy S. Roberts -------------------------------------Roy S. Roberts, Director /s/ John J. Burns --------------------------------------John J. Burns, Jr., Director /s/ Bill M. Lindig --------------------------------------Bill M. Lindig, Director /s/ Marc F. Racicot --------------------------------------Marc F. Racicot, Director /s/ Mathew K. Rose --------------------------------------Matthew K. Rose, Director and President and Chief Executive Officer /s/ Arnold R. Weber --------------------------------------Arnold R. Weber, Director /s/ J. Steven Whisler --------------------------------------J. Steven Whisler, Director /s/ Michael B. Yanney --------------------------------------Michael B. Yanney, Director
/s/ Marc J. Shapiro -------------------------------------Marc J. Shapiro, Director /s/ Robert H. West -------------------------------------Robert H. West, Director /s/ Edward E. Whitacre, Jr. -------------------------------------Edward E. Whitacre, Jr., Director