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]
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