Supplemental Pension Plan for Officers & Managers (409A Non-Grandfathered)



 Exhibit 10(e) 
 SUPPLEMENTAL PENSION PLAN 
 (409A NON-GRANDFATHERED COMPONENT) 
 For Officers and Managers 
 of 

 Union Pacific Corporation 
 and 
 Affiliates 
 (As amended and restated in its entirety 
 effective as of January 1, 1989, including all amendments 

adopted through January 1, 2009) 







 TABLE OF CONTENTS 
  

					
		  		  	Page
	ARTICLE ONE	  	SCOPE OF SUPPLEMENTAL PLAN AND DEFINITIONS	  	1
			
	ARTICLE TWO	  	AMOUNT AND PAYMENT OF PENSION	  	7
			
	ARTICLE THREE	  	MANNER OF PAYMENT	  	12
			
	ARTICLE FOUR	  	VESTINGS	  	14
			
	ARTICLE FIVE	  	CERTAIN EMPLOYEE TRANSFERS	  	16
			
	ARTICLE SIX	  	PRE-RETIREMENT SURVIVOR’S BENEFIT	  	17
			
	ARTICLE SEVEN	  	FUNDING	  	19
			
	ARTICLE EIGHT	  	ADMINISTRATION	  	20
			
	ARTICLE NINE	  	AMENDMENT OR TERMINATION	  	22
			
	ARTICLE TEN	  	GENERAL PROVISIONS	  	23
			
	ARTICLE ELEVEN	  	TRANSFERS TO NON-COVERED EMPLOYMENT	  	25
			
	ARTICLE TWELVE	  	CLAIMS PROCEDURE	  	26

  

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 ARTICLE ONE 
 Scope of Supplemental Plan and Definitions 
 1.1 Introduction. This “Supplemental
Plan (409A Non-Grandfathered Component),” amended through January 1, 2009, and as it may hereafter be amended from time to time, establishes the rights to specified benefits for certain officers and managers or highly compensated employees
who retire or otherwise terminate their Employment on or after January 1, 2005. The rights of any such individual who retired or otherwise terminated Employment prior to January 1, 2005 shall be subject to the terms of the Supplemental
Plan as in effect at the date of retirement or termination, except to the extent otherwise provided herein. This Supplemental Plan is intended to be a non-qualified supplemental retirement plan which is unfunded and maintained primarily for the
purpose of providing deferred compensation for a select group of management or highly compensated employees of the Company, pursuant to sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
and, as such, to be exempt from the provisions of Parts 2, 3 and 4 of Subtitle B of Title I of ERISA. 
 1.2 Applicability. The
Supplemental Plan was bifurcated into two components, effective January 1, 2009. One such component, known as the “Supplemental Pension Plan (409A Grandfathered Component) for Officers and Managers of Union Pacific Corporation, effective
January 1, 1989,” is applicable solely to those benefits that were both accrued and fully vested as of December 31, 2004 in accordance with the terms of the Supplemental Plan as in effect on December 31, 2004, which terms were
not materially modified after October 3, 2004. With respect to all other amounts accrued under the Supplemental Plan, the rights of the Participant shall be governed by the terms of this Supplemental Plan (409A Non-Grandfathered Component).

 1.3 Definitions. As used in this Supplemental Plan (409A Non-Grandfathered Component), the following terms have the meanings set
forth below, unless a different meaning is plainly required by the context: 
 (a) “Additional Disability Pay Benefit” means the
benefit provided for in Section 2.4(b). The Additional Disability Pay Benefit is intended to constitute “disability pay” that is exempt from the requirements of Section 409A of the Code, as described in
Section 1.409A-1(a)(5) of the Treasury Regulations. 
 (b) “Administrator” means the Senior Vice President-Human Resources of
Union Pacific or, if there is no such Senior Vice President - Human Resources, such person or persons appointed by the Board of Directors of Union Pacific or, in the absence of any such appointment, Union Pacific, who shall administer this
Supplemental Plan. 
 (c) “Change in Control” means a “Change in Control” as defined in the Union Pacific Corporation Key
Employee Continuity Plan adopted November 16, 2000, as may be amended from time to time. 







 (d) “Company” means Union Pacific and any Affiliated Company which is included in the
Supplemental Plan by written action of (i) its board of directors and (ii) either the Board of Directors of Union Pacific or the Administrator acting on behalf of the Board of Directors of Union Pacific; provided, however, that if an
Affiliated Company (other than an Affiliated Company that would remain such if the phrase “100 percent” were substituted for the phrase “at least 80 percent” in section 1563(a)(1) of the Code, which is then incorporated by
reference in sections 414(b) and (c) of the Code) is included in the Supplemental Plan by virtue of action by the Administrator, unless the Board of Directors of Union Pacific ratifies such action not later than its first regularly scheduled
meeting held subsequent to the taking of such action by the Administrator, such Affiliated Company shall cease to be so included as of the close of business on the last day of the month in which such meeting occurs and no employee of such Affiliated
Company shall accrue a benefit under the Supplemental Plan. 
 (e) “Early Supplemental Pension Retirement Date” means the date of a
Participant’s Separation from Service after he becomes vested in his Supplemental Plan (409A Non-Grandfathered Component) benefit under Section 4.2, before his Normal Retirement Date, and after either attaining age 55 and completing 10
years of Vesting Service or attaining age 65, determined after taking into account (i) additional service credited under Section 1.3(s) and/or (ii) additional years of age, not exceeding five (5), as may be approved by the Chief
Executive Officer of Union Pacific prior to the Participant’s Separation from Service or as may be credited to the Participant pursuant to Sections 2.7 and 2.8; provided, however that such date does not qualify as an Early Retirement Date under
the terms of the Pension Plan. Notwithstanding the foregoing, any additional years of age awarded under this Section 1.3(e) shall affect only a Participant’s eligibility for an Early Supplemental Pension, and not the actual commencement
date of such benefit. 
 (f) “Early Supplemental Pension” means the pension provided for in Section 2.2. 
 (g) “Effective Date” means January 1, 1989, the effective date of this document; provided, however, that when a provision of this
Supplemental Plan (409A Non-Grandfathered Component) states an effective date other than January 1, 1989, such stated special effective date shall apply as to that provision. 
 (h) “Final Average Compensation” means Final Average Compensation as determined under Article II of the Pension Plan as of the date of the
Participant’s Separation from Service. 
 (i) “Incentive Compensation” means: 
 (i) incentive compensation awarded to a Participant under the Executive Incentive Plan of Union Pacific Corporation and Subsidiaries, as amended and
restated as of April 15, 1988 and as it may thereafter be amended from time to time, and any successor thereto (the “Executive Incentive Plan”); 
  

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 (ii) for 1999 and later years, incentive compensation foregone by a Participant for an award under the
Executive Incentive Premium Exchange Program of Union Pacific Corporation and Subsidiaries; 
 (iii) such other incentive compensation as
may be included in Incentive Compensation for a Participant at the discretion of the Board of Directors of Union Pacific; or 
 (iv) the
amount of retention stock (or retention units) awarded to a Participant by the Compensation and Benefits Committee of the Company’s Board of Directors (or any successor thereto) in lieu of a cash award under the Executive Incentive Plan, but
only to the extent that such incentive compensation or retention stock (or retention units) is not taken into account in computing the Participant’s Final Average Compensation for reasons other than the annual compensation limit under section
401(a)(17) of the Code or the provisions of Alternative II-D set forth in Section 3.01(c) of the Pension Plan. Awards of Incentive Compensation shall be taken into account at the time such awards would have been paid but for the
Participant’s election, to forego or defer payment under a plan of the Company or an Affiliated Company; provided, however, that for purposes of calculating a Participant’s benefit under this Supplemental Plan (409A Non-Grandfathered
Component) no more than the three highest awards of Incentive Compensation shall be counted in the Participant’s highest 36 consecutive months of Compensation determined as of the Participant’s Separation from Service taking all Incentive
Compensation into account. 
 (j) “Normal Supplemental Pension” means the pension provided for in Section 2.1. 
 (k) “Participant” means any Employee of the Company on or after the Effective Date who is or once was a Covered Employee under the Pension Plan
and: 
 (i) whose Total Credited Service under Section 1.3(s) includes years that are not taken into account as Credited Service under
the Pension Plan (including years not taken into account due to application of the provisions of Alternative II-D set forth in Section 3.01(c) of the Pension Plan); 
 (ii) who has Incentive Compensation within the 120-calendar-month period immediately preceding the date on which the Participant ceases to be a Covered Employee; 
 (iii) whose Final Average Compensation is not fully recognized under the Pension Plan due to application of the annual compensation limit under section
401(a)(17) of the Code or the provisions of Alternative II-D set forth in Section 3.01(c) of the Pension Plan, as determined as of the date of the Participant’s Separation from Service; 
 (iv) whose benefit under the Pension Plan is reduced as a result of the limitation described in Section 5.02 of the Pension Plan; or 
  

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 (v) who is credited with additional years of age as described in Section 1.3(e)(ii), and who has
been designated by the Administrator as eligible to participate in the Supplemental Plan. 
 In the event of the death or incompetency of a Participant, the
term shall mean the Participant’s personal representative or guardian for whatever amounts remain payable to the Participant under the terms of the Supplemental Plan. 
 (l) “Pension Plan” means the Pension Plan for Salaried Employees of Union Pacific Corporation and Affiliates, as amended from time to time.

 (m) “Postponed Supplemental Pension” means the pension provided for in Section 2.3. 
 (n) “Rehired Supplemental Pension” means the pension provided for in Section 2.5. 
 (o) “Separation from Service” means the date as of which the Company and the Participant reasonably anticipate that no further services would
be performed, or that the level of bona fide services the Participant would perform after such date would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed by the Participant over the
immediately preceding thirty-six (36) month period. There shall be no Separation from Service during a Participant’s bona fide leave of absence so long as such leave does not exceed six (6) months or such longer period as the
Participant may retain a right to reemployment with the Company under applicable statute or by contract. The term Separation from Service shall be interpreted in the same manner as a separation from service under Section 409A of the Code.

 (p) “Supplemental Plan” means the Supplemental Pension Plan for Officers and Managers of Union Pacific Corporation and
Affiliates, as amended and restated effective January 1, 1989, and as it may thereafter be amended from time to time. The Supplemental Plan is comprised of the following components, each of which is set forth in a separate document:
(1) the Supplemental Pension Plan (409A Non-Grandfathered Component) for Officers and Managers of Union Pacific Corporation and Affiliates, and (2) the Supplemental Pension Plan (409A Grandfathered Component) for Officers and Managers of
Union Pacific Corporation and Affiliates. 
 (q) “Surviving Spouse” means: 
 (i) where payments to the Participant have not begun under the Supplemental Plan at the time of the Participant’s death, the spouse who was legally
married to the Participant continuously during the 12 months ending on the date of the Participant’s death; 
 (ii) where payments to
the Participant have begun under the Supplemental Plan prior to the Participant’s death: 
  

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 (A) in the case of a Participant whose Supplemental Plan and Pension Plan benefit began on the same date
or who is not vested in a Pension Plan benefit, the spouse who was legally married to the Participant on the date that his Supplemental Plan payments began; 
 (B) in the case of a Participant whose Supplemental Plan benefits began on a date earlier than the date on which his Pension Plan benefits began, the spouse who was legally married to the Participant on the date his
Pension Plan benefits began; or 
 (C) in the case of a Participant whose Supplemental Plan benefits began but whose vested Pension Plan
benefits had not started prior to this death, the spouse who was legally married to the Participant on the date of his death. 
 (r)
“Surviving Spouse’s Pension” means the pension provided for in Section 2.4. 
 (s) “Total Credited Service”
means: 
 (i) all years of Credited Service (and portions thereof) as set forth in the Article IV of the Pension Plan, including Credited
Service for years of Employment that are not taken into account under the Pension Plan solely due to application of the provisions of Alternative II-D set forth in Section 3.01(c) of the Pension Plan, but excluding Credited Service accruing
during a Participant’s approved unpaid leave of absence that is after the Participant’s Separation from Service; 
 (ii) such
additional years of training prior to the Participant’s Employment Commencement Date, as may have especially qualified the Participant for service with the Company, as determined by the Board of Directors, in its sole discretion; 
 (iii) such additional years of service, not exceeding five (5), as may be approved by the Chief Executive Officer of Union Pacific prior to the
Participant’s termination of Employment; and 
 (iv) such additional years of service as may be credited to the Participant pursuant to
Section 2.7. 
 (t) “Total Offset Service” means (i) all years of “offset service” (including portions thereof)
as set forth in Article V of the Pension Plan, including years of offset service for years of Employment that are not taken into account under the Pension Plan solely due to application of the provisions of Alternative II-D set forth in
Section 3.01(c) of the Pension Plan; and (ii) any additional years as credited in accordance with Section 1.3(s)(ii), (iii) or (iv). 
 (u) “Union Pacific” means Union Pacific Corporation, or any successor to that corporation. 
 (v)
“Vesting Service” means (i) all years of Vesting Service (including portions thereof) as set forth in Article IV of the Pension Plan; and (ii) any additional years as credited in accordance with Section 1.3(s)(ii),
(iii) or (iv). 
  

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 (w) All other capitalized terms shall have the respective meanings set forth in the definition provisions
of Article II of the Pension Plan. 
  

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 ARTICLE TWO 
 Amount and Payment of Pension 
 2.1 Normal Supplemental Pension. Subject to the
provisions of Articles Three, Five and Eleven, a Participant who has a Separation from Service at his or her Normal Retirement Age under the Pension Plan shall be entitled to receive a Normal Supplemental Pension (or a Rehire Supplemental Pension,
as applicable), in the form of a single life annuity commencing on the Participant’s Normal Retirement Date, equal to the result of (a) minus (b) minus (c), where: 
 (a) is the annual Accrued Benefit payable at Normal Retirement Date computed on the basis of the formula provided in Section 5.01 of the Pension Plan
as of the date of the Participant’s Separation from Service, determined without regard to the limitation described in Section 5.02 of the Pension Plan, and including under such formula any amounts of Final Average Compensation that were
excluded from consideration for the Participant under the Pension Plan and all Incentive Compensation payable to the Participant within the 120-calendar-month period immediately preceding the date on which the Participant ceases to be a Covered
Employee, and utilizing Total Credited Service up to 40 years in place of Credited Service under Article IV of the Pension Plan and Total Offset Service up to 40 years in place of “offset service” under Article V of the Pension Plan;

 (b) is the annual nonforfeitable Accrued Benefit payable at Normal Retirement Date actually determined to be due under the terms of the
Pension Plan as of the date of the Participant’s Separation from Service; and 
 (c) is the annual nonforfeitable Normal Supplemental
Pension payable at Normal Retirement Date actually determined under the Supplemental Plan (409A Grandfathered Component). 
 For purposes of determining
benefits under the Supplemental Plan (409A Non-Grandfathered Component), any actuarial adjustments for a delay in the commencement of payment beyond the Normal Retirement Date or otherwise that apply under the Pension Plan in calculating the benefit
described in (b), above, shall also apply to calculate the benefit described in (a), above. 
 2.2 Early Supplemental Pension.

 (a) Participant Retires on Early Retirement Date. Subject to the provisions of Articles Three, Five and Eleven, a Participant who
has a Separation from Service on an Early Retirement Date under the Pension Plan shall receive an Early Supplemental Pension, in the form of a single life annuity commencing on the first day of the month following the later of the Participant’s
Separation from Service or the Participant’s attainment of age 55. The Early Supplemental Pension shall be computed in the same manner as the Normal Supplemental Pension, but with the amounts described in Section 2.1 adjusted for payment
as of the early benefit start date in accordance with Section 6.03 of the Pension Plan (whether or not the Participant’s Pension Plan benefit or Supplemental Plan (409A Grandfathered Component) benefit starts on that date), taking into
account any additional years of age described in Section 

  

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1.3(e)(ii) solely for purposes of adjusting both the gross and offset portions of the benefit in Section 2.1(a). 
 (b) Participant Retires on Early Supplemental Pension Retirement Date. Subject to the provisions of Articles Three, Five and Eleven, a Participant
who has a Separation from Service on an Early Supplemental Pension Retirement Date shall receive an Early Supplemental Pension, in the form of a single life annuity commencing on the first day of the month following the later of the
Participant’s Separation from Service or the Participant’s attainment of age 55. The Early Supplemental Pension shall be computed in the same manner as described in Section 2.2(a), above, except that, for purposes of determining the
Early Supplemental Pension as described in Section 2.2(a): 
 (i) the amount described in Sections 2.1(a) and 2.1(c) shall be adjusted
for payment as of the early benefit start date in accordance with Section 6.03 of the Pension Plan (whether or not the Participant’s Supplemental Plan (409A Grandfathered Component) benefit starts on that date), taking into account any
additional years of age described in Section 1.3(e)(ii) solely for purposes of adjusting both the gross and offset portions of the benefit in Section 2.1(a); and 
 (ii) the amount described in Section 2.1(b) shall be adjusted for payment as of the early benefit start date in accordance with Section 6.04
of the Pension Plan (whether or not the Participant’s Pension Plan benefit starts on that date). 
 2.3 Postponed Supplemental
Pension. Subject to the provisions of Articles Three, Five and Eleven, a Participant who has a Separation from Service after his Normal Retirement Age shall be entitled to a Postponed Supplemental Pension, in the form of a single life annuity
commencing at the Postponed Retirement Date, which is equal to the Normal Supplemental Pension, computed in accordance with Section 2.1 based on his Total Credited Service, Total Offset Service, etc. as of the Participant’s Postponed
Retirement Date (instead of his Normal Retirement Date). 
 2.4 Disabled Participants. 
 (a) Disability Supplemental Retirement Benefit. In the event that a Participant becomes a Disabled Participant under the Pension Plan (and
therefore is deemed to have had a Separation from Service under the Pension Plan), the Participant shall receive a Normal Supplemental Pension, Early Supplemental Pension, or Postponed Supplemental Pension, as determined under Section 2.1, 2.2,
2.3 or 4.2, as applicable, in the form of a single life annuity commencing on the first day of the month following the later of the Participant’s Disability Date under the Pension Plan or the Participant’s attainment of age 55; provided
that such Disabled Participant has had a Separation from Service under the Supplemental Plan (409A Non-Grandfathered Component). Such benefit shall be based on the Participant’s Supplemental Plan (409A Non-Grandfathered Component) benefit
accrued through his or her Disability Date. 
 (b) Additional Disability Pay. To the extent that a Disabled Participant accrues a
benefit under this Supplemental Plan (409A Non-Grandfathered Component) in excess of the amount described in Section 2.4(a) (due to the continued crediting of service for Disabled 

  

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Participants), such additional benefit shall be paid at the same time and in the same form as the Participant’s Pension Plan benefit, as described in
Section 6.05 of the Pension Plan. Such Additional Disability Pay Benefit may include, by way of example, any early retirement subsidy with respect to the Supplemental Plan benefit described in Section 2.4(a) that the Disabled Participant
accrues after his or her Disability Date. 
 2.5 Rehired Employees. The following provisions shall apply to any Participant who
returns to Employment with the Company after having had a Separation from Service. 
 (a) Any Supplemental Pension determined under the terms
of this Supplemental Plan (409A Non-Grandfathered Component) that is attributable to a prior period of Employment shall continue to be paid to the Participant without regard to the Participant’s reemployment (even if the Participant’s
Pension Plan benefit and Supplemental Plan (409A Grandfathered Component) benefit are suspended during such reemployment). 
 (b) A rehired
Participant shall be entitled to a Rehire Supplemental Pension, as determined in the same manner as a Supplemental Pension under Sections 2.1, 2.2, 2.3, 2.4(a) or 4.2, as applicable, based on the Participant’s Final Average Compensation,
Incentive Compensation, Total Credited Service and Total Offset Service during his or her aggregated periods of Employment, but offset further by the annual nonforfeitable Supplemental Pension actually determined under the Supplemental Plan (409A
Non-Grandfathered Component) as of the Participant’s prior Separation from Service. 
 (c) In the event that the Participant is entitled
to receive more than one Rehire Supplemental Pension under this Supplemental Plan (409A Non-Grandfathered Component) (as a result of more than two Separations from Service), the provisions of Section 2.5(b) shall be applied as if all prior
periods of the Participant’s Employment were aggregated into a single prior period of Employment. 
 (d) In the event that a Disabled
Participant who is entitled to an Additional Disability Pay Benefit under Section 2.4(b) returns to Employment with the Company, the Rehire Supplemental Pension determined under Section 2.5(b) shall not take into account the Additional
Disability Pay Benefit (except for purposes of vesting, eligibility for an early retirement subsidy, or the calculation of the 40 year limit in Section 2.1). 
 2.6 Surviving Spouse’s Pension (Post-Retirement Automatic Survivor Annuity). 
 (a) The Surviving
Spouse of a Participant who dies while receiving a Normal or Postponed Supplemental Pension or an Early Supplemental Pension determined under Section 2.2(a), relating to a Separation from Service on a date that qualifies as an Early Retirement
Date under the terms of the Pension Plan, and, if applicable, an Additional Disability Pay Benefit, shall be entitled to a Surviving Spouse’s Pension equal to one-half of the single life annuity amount of the Normal, Early, or Postponed
Supplemental Pension (including the Additional Disability Pay Benefit, if applicable) payable to such deceased Participant under the Supplemental Plan (409A Non-Grandfathered Component). Such Surviving Spouse’s Pension shall be payable to such
Spouse in equal monthly payments for life, commencing on the first day of the month immediately following the death of such Participant. 
  

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 (b) The Surviving Spouse of a Participant who dies while receiving an Early Supplemental Pension
determined under Section 2.2(b), relating to a Separation from Service on an Early Supplemental Pension Retirement Date (i.e., a date that does not qualify as an Early Retirement Date under the terms of the Pension Plan), and, if
applicable, an Additional Disability Pay Benefit, shall be entitled to a Surviving Spouse’s Pension. The Surviving Spouse’s Pension shall be payable in equal monthly payments for the Surviving Spouse’s life, commencing on the first
day of the month immediately following the Participant’s death, which shall equal one-half of the single life annuity amount calculated for the Participant under Section 2.2(b) (including the Additional Disability Pay Benefit, if
applicable), as of the Participant’s early benefit start date under this Supplemental Plan (409A Non-Grandfathered Component). 
 (c)
The Surviving Spouse’s Pension described in this Section 2.6 is payable in addition to any other death benefit that may be payable to the Surviving Spouse or other beneficiary of the Participant under the form of payment in which the
Participant’s Supplemental Pension is paid pursuant to Article Three. However, in no event shall the Surviving Spouse who is entitled to the Surviving Spouse’s Pension, if also designated as the Participant’s beneficiary under a joint
and survivor annuity payable under the Supplemental Plan, receive a total benefit from the Supplemental Plan that is more than 100% of the retirement income otherwise payable to the Participant under the Supplemental Plan. 
 2.7 Change in Control. A Participant who is affected by a Change in Control shall have his eligibility for and amount of Supplemental Plan
benefits determined pursuant to the terms of the Union Pacific Corporation Key Employee Continuity Plan adopted November 16, 2000, as may be amended from time to time. 
 2.8 Additional Age and Service for Certain Participants. 
 (a) Participant Ike Evans shall be deemed to have attained an age two (2) years, six (6) months older than his actual age, up to a maximum age 65 and shall receive an additional two (2) years, six
(6) months service (up to a maximum of 40 years of service), which service shall be treated as part of the Participant’s Total Credited Service in the way described in Section 1.3(s)(iii); 
 (b) Participant Stan McLaughlin shall be deemed to have attained an age two (2) years older than his actual age, up to a maximum age 65 and shall
receive an additional two (2) years service (up to a maximum of 40 years of service), which service shall be treated as part of the Participant’s Total Credited Service in the way described in Section 1.3(s)(iii); 
 (c) Participant John Holm, shall be deemed to have attained an age two (2) years older than his actual age, up to a maximum age 65 and shall receive
an additional two (2) years service (up to a maximum of 40 years of service), which service shall be treated as part of the Participant’s Total Credited Service in the way described in Section 1.3(s)(iii); 
 (d) Participant Jerry Everett shall be deemed to have attained an age two (2) years, three (3) months older than his actual age, up to a
maximum age 65 and shall receive an additional two (2) years service (up to a maximum of 40 years of service), which service shall be 

  

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treated as part of the Participant’s Total Credited Service in the way described in Section 1.3(s)(iii); and 
 (e) Participant Mike Ring shall be deemed to have attained an age three (3) years, six (6) months older than his actual age, up to a maximum
age 65. 
 (f) The age and service credited as provided in Section 2.8(a)-(e) results in an additional deferral of compensation for
purposes of the American Jobs Creation Act of 2004 (“AJCA”), and such additional deferral of compensation is subject to the terms of the AJCA. 
 2.9 Six Month Delay for Specified Employees. Notwithstanding any provision of this Supplemental Plan (409A Non-Grandfathered Component) to the contrary, no payment shall be made to a “specified
employee” (as determined in accordance with a uniform policy adopted by the Company with respect to all arrangements subject to Section 409A of the Code maintained by the Company and its Affiliated Companies) until the first day of the
seventh month following such specified employee’s Separation from Service; provided, however, that in the event of the specified employee’s death before his payment commencement date, this provision shall not prevent payment of death
benefits at the time(s) otherwise prescribed by this Supplemental Plan (409A Non-Grandfathered Component); and provided further that this Section 2.9 shall not apply to the Additional Disability Pay Benefit. Payments suspended during such
six-month period shall be accumulated and paid to the specified employee (without interest) in the seventh month following the specified employee’s Separation from Service. 
  

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 ARTICLE THREE 
 Manner of Payment 
 3.1 Normal Form of Payment for Retirement. Except as provided in
Sections 3.2 and 3.3, if a Participant has a Separation from Service on a Normal Retirement Date, an Early Retirement Date, an Early Supplemental Pension Retirement Date, or a Postponed Retirement Date under Section 2.1, 2.2 or 2.3, payment of
the Supplemental Pension shall be made to a Participant on his or her benefit start date in the form of a single life annuity payable in equal monthly installments to the Participant for his or her lifetime. 
 3.2 Optional Forms of Payment for Retirement. Notwithstanding Section 3.1, a Participant may elect to receive payment of the Supplemental
Pension in one of the following forms in lieu of the applicable normal form set forth in Section 3.1. 
 (a) A single life annuity
payable in equal monthly installments to the Participant for his lifetime; 
 (b) A single life annuity payable in equal monthly installments
to the Participant for his lifetime, with 120 payments guaranteed. If a Participant dies before he or she has received 120 monthly payments, then any balance of guaranteed payments shall be paid in a single sum to the Participant’s Beneficiary
within 90 days following the Participant’s death. A Participant’s designation of a Beneficiary to receive the balance of the guaranteed payments may be made or changed until the earlier of the Participant’ death or the expiration of
the guaranteed period; or 
 (c) A joint and survivor annuity with any individual Beneficiary designated by the Participant, payable in equal
monthly installments for the Participant’s lifetime and with 25%, 50%, 75% or 100%, as elected by the Participant, of the amount of such monthly installment payable after the death of the Participant to the designated Beneficiary of such
Participant, if then living, for the life of such designated Beneficiary. A Participant’s designation of a Beneficiary under a joint and survivor annuity may not be changed on or after the benefit start date for the Supplemental Pension. If a
Participant’s Beneficiary dies before the benefit start date for the Supplemental Pension, but after the Participant has elected a joint and survivor annuity, the election shall automatically be revoked and the Supplemental Pension shall be
paid in the form set forth in Section 3.1. Notwithstanding the foregoing, the percentage payable to the Participant’s Beneficiary (unless the Beneficiary is the Participant’s spouse) after the Participant’s death may not exceed
the applicable percentage from the table set forth in Appendix C of the Pension Plan. 
 The election described in this Section 3.2 must be made in
writing, in the form prescribed by the Administrator, at least six (6) months before, and no later than the tax year of the Participant immediately preceding, the benefit start date for the Supplemental Pension. Any optional form of benefit
described in this Section 3.2 shall be the actuarial equivalent of the normal form of benefit described in Section 3.1, disregarding the value of any subsidized survivor annuity benefit, and based on the actuarial equivalence factors set
forth in Appendix A of the Pension Plan. 
  

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 3.3 Payments For Certain Retirements Under Section 2.2(b). If a Participant has a Separation
from Service on an Early Supplemental Pension Retirement Date, and at such Separation from Service either is not vested in or is not eligible to start a pension under the Pension Plan, payment of his Supplemental Pension shall be made in the form of
a single life annuity. The Participant is not eligible to elect payment of his Supplemental Pension in any other form. 
  

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 ARTICLE FOUR 
 Vesting 
 4.1 Termination Prior to Vesting. 
 (a) Except as provided in Section 2.7, a Participant who has a Separation from Service before Early or Normal Retirement Date, and before completion
of 5 years of actual Vesting Service under the Pension Plan (treating as actual service for this purpose, service described in Section 1.3(s)(ii) or credited under Section 2.7) shall not be entitled to any benefit under this Supplemental
Plan (409A Non-Grandfathered Component); provided, however, that the Chief Executive Officer of Union Pacific may reduce the required years of actual Vesting Service to 3 if the Chief Executive Officer of Union Pacific determines that such change
would not be disadvantageous to the Company in the case of any Participant. The Chief Executive Officer of Union Pacific shall make such determination by the date the Participant terminates Employment. 
 (b) If a Participant described in Section 4.1(a) returns to Employment and subsequently becomes vested in the Supplemental Plan (409A
Non-Grandfathered Component) benefit that was forfeited under Section 4.1(a), such benefit shall commence on the first day of the month following the later of the date the Participant becomes vested or the Participant’s attainment of age
55 (even if the Participant is still in the Employment of the Company on such date by reason of his or her reemployment). 
 4.2
Termination After Vesting. Except as provided in Section 2.7 or Articles Five and Eleven, a Participant who has a Separation from Service before Normal or Early Retirement Date and before Early Supplemental Pension Retirement Date but
after (i) completing 5 (or 3, if applicable) years of actual Vesting Service under the Pension Plan (treating as actual service for this purpose, service described in Section 1.3(s)(ii) or credited under Section 2.7) shall be entitled
to receive, commencing on the first day of the month following the later of the Participant’s Separation from Service or the Participant’s attainment of age 55, the Normal Supplemental Pension computed under Section 2.1 as of the date
the Participant had a Separation from Service. 
 In determining any Supplemental Pension to be paid to the Participant commencing prior to Normal Retirement
Date, (I) the amounts described in Sections 2.1(a) and 2.1(c) shall be adjusted for early payment as of the early benefit start date in accordance with Section 6.04 of the Pension Plan (taking into account any additional years of age
described in Section 1.3(e)(ii) for purposes of adjusting both the gross and offset portions of the benefit, and regardless of whether the Participant’s Supplemental Plan (409A Grandfathered Component) benefit starts on that date), and
(II) the amount described in Section 2.1(b) shall be adjusted for payment as of the early benefit start date in accordance with Section 6.04 of the Pension Plan (whether or not the Participant’s Pension Plan benefit starts on that
date). 
  

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 4.3 Form of Vested Benefit. 
 (a) Benefits Payable Under Supplemental Plan and Pension Plan. If a Participant is entitled to benefits under both the Supplemental Plan (409A
Non-Grandfathered Component) and the Pension Plan, the Supplemental Pension determined under Section 4.2 shall be paid: 
 (i) to the
Participant, if he or she is not married, on his or her benefit start date in the form of a single life annuity payable in equal monthly installments to the Participant for his or her lifetime; or 
 (ii) to the Participant, if he or she is married, on his or her benefit start date in the form of a joint and survivor annuity with the
Participant’s spouse (determined as of the benefit start date) as the beneficiary, payable in equal monthly installments for the Participant’s lifetime and with 50% of the amount of such monthly installment payable after the death of the
Participant to such spouse, if then living, for the life of such spouse. 
 Notwithstanding the foregoing, the Participant may elect, in lieu of the normal
form of benefit set forth in Section 4.3(a)(i) or (ii), as applicable, to be paid in any of the forms described in Section 3.2, and shall be subject to adjustment for form of payment and the same Beneficiary designation applicable to the
Participant’s Pension Plan benefit. 
 (b) No Benefits Payable Under Pension Plan. In the event a Participant is entitled to a
benefit from the Supplemental Plan (409A Non-Grandfathered Component) but is not vested in a benefit under the Pension Plan, the Participant shall receive payment of his Supplemental Pension determined under Section 4.2 in the automatic form of
payment described in Section 8.02 of the Pension Plan, as adjusted for form of payment and the same Beneficiary designation applicable to the Participant’s Pension Plan benefit, that would have applied to the Participant had he been
eligible for and started payment under the Pension Plan on the same day. 
  

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 ARTICLE FIVE 
 Certain Employee Transfers 
 5.1 Transfers into Supplemental Plan from Resources
Supplemental Plan. If any employee who is a participant in the Supplemental Pension Plan for Exempt Salaried Employees of Union Pacific Resources Company and Affiliates is transferred on or before October 15, 1996 to the Company and becomes
a Participant after such transfer, such employee shall retain no rights in the other supplemental pension plan and shall receive all benefits to which entitled under this Supplemental Plan (409A Non-Grandfathered Component), based upon Total
Credited Service and Total Offset Service which shall include, as to such employee, any service which would have been used in determining the Participant’s benefits under such other supplemental pension plan. 
 5.2 Transfers to Resources Supplemental Plan. If a Participant is transferred on or before October 15, 1996 to an Affiliated Company
participating in the Supplemental Pension Plan for Exempt Salaried Employees of Union Pacific Resources Company and Affiliates and becomes a participant in the supplemental pension plan of the Affiliated Company after such transfer, such former
Participant shall retain no rights in this Supplemental Plan if such other supplemental pension plan has provisions that substantially conform to the transfer provisions for the protection of transferees that are contained in Section 5.1.

 5.3 No Duplication of Benefits. There shall under no circumstances be any duplication of benefits under this Supplemental Plan or
any supplemental pension plan of an Affiliated Company or former Affiliated Company by reason of the same period of employment. 
  

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 ARTICLE SIX 
 Pre-Retirement Survivor’s Benefit 
 6.1 Eligibility. The Surviving Spouse of a
Participant who either (a) has a Separation from Service due to death, or (b) (i) has a Separation from Service other than due to death after becoming entitled to a Supplemental Pension under Article Two or Article Four, and
(ii) dies prior to the commencement of payment of the Supplemental Pension shall receive the benefit determined pursuant to Section 6.2. 
 6.2 Surviving Spouse’s Benefit. 
 (a) Subsidized Death Benefits. 
 (i) Except as provided in subsection (ii), the benefit payable to the Surviving Spouse of a Participant described in Section 6.1 who dies:

 (A) before his or her Separation from Service and before Early or Normal Retirement Date under the terms of the Pension Plan; 

(B) before his or her Separation from Service and after Early or Normal Retirement Date under the terms of the Pension Plan; or 
 (C) after his or her Separation from Service, providing such Separation from Service occurred after Early or Normal Retirement Date under the terms of
the Pension Plan, 
 shall be a monthly annuity payable for the Surviving Spouse’s life. Monthly payments to the Surviving Spouse shall equal one-half
of the monthly Supplemental Pension such Participant would have received (assuming, for a Participant described in Section 6.1(a), the Participant had vested) in the form of a single life annuity, if the Participant had survived (but accrued no
additional benefits after death) and started his Supplemental Pension on the date Supplemental Plan (409A Non-Grandfathered Component) benefits begin to the Surviving Spouse under Section 6.3. Notwithstanding anything in the Supplemental Plan
(409A Non-Grandfathered Component) to the contrary, the Surviving Spouse’s benefit with respect to a Participant described in (A), above, shall be determined by applying, for purposes of any adjustment for payment prior to Normal Retirement
Date, the early retirement reduction factors of Section 6.03 of the Pension Plan. 
 (ii) The benefit payable to the Surviving Spouse
of a Participant described in Section 6.1, who dies other than under circumstances described in Section 6.2(a)(i) or 6.2(a)(iii) but after becoming eligible for an Early Supplemental Pension under Section 2.2 based on an Early
Supplemental Pension Retirement Date, shall be an annuity payable for the Surviving Spouse’s life calculated as follows. Monthly payments to the Surviving Spouse shall equal one-half of the monthly Supplemental Pension in the form of a single
life annuity calculated for the Participant as described in Section 2.2(b) as if the Participant had survived (but accrued no additional benefits after death) and started his Supplemental Pension on the date 

  

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Supplemental Plan (409A Non-Grandfathered Component) benefits begin to the Surviving Spouse under Section 6.3. 
 (iii) In addition to any other benefit due to the Surviving Spouse under this Supplemental Plan (409A Non-Grandfathered Component), if a Participant dies
while a Disabled Participant but before Early or Normal Retirement Date under the terms of the Pension Plan (as determined for purposes of the Additional Disability Pay Benefit), the Surviving Spouse shall be entitled to an additional monthly
annuity payable for the Surviving Spouse’s life. Monthly payments to the Surviving Spouse shall equal one-half of the monthly Additional Disability Pay Benefit such Disabled Participant would have received (assuming the Disabled Participant had
vested) in the form of a single life annuity, if the Disabled Participant had survived (but accrued no additional benefits after death) and started his Additional Disability Pay Benefit on the date the Supplemental Plan (409A Non-Grandfathered
Component) benefits described in this Section 6.2(a)(iii) begin to the Surviving Spouse under Section 6.3. Notwithstanding anything in the Supplemental Plan (409A Non-Grandfathered Component) to the contrary, the Surviving Spouse’s
benefit described in this Section 6.2(a)(iii) shall be determined by applying, for purposes of any adjustment for payment prior to Normal Retirement Date, the early retirement reduction factors of Section 6.03 of the Pension Plan.

 (b) Non-Subsidized Death Benefits. The benefit payable to the Surviving Spouse of a Participant described in Section 6.1 who
dies under circumstances other than those described in Section 6.2(a) shall be an annuity payable for the Surviving Spouse’s life with monthly payments equal to 50% of the monthly Supplemental Pension the Participant would have received in
the form of a Qualified Joint and Survivor Annuity determined as if the Participant had survived (and accrued no additional benefits after his death) and started his Supplemental Pension on the date Supplemental Plan (409A Non-Grandfathered
Component) benefits begin to the Surviving Spouse under Section 6.3. 
 6.3 Timing of Surviving Spouse’s Benefit. The
benefit to which a Surviving Spouse of a Participant shall be entitled pursuant to Section 6.2(a) or (b) shall be paid monthly to such Surviving Spouse, commencing as of the first day of the month following the later of the
Participant’s death or the date the Participant would have attained age 55. Payments to the Surviving Spouse shall end with the payment made for the month in which the Surviving Spouse dies. 
  

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 ARTICLE SEVEN 
 Funding 
 The Company’s obligations hereunder shall constitute a general, unsecured
obligation of the Company payable solely out of its general assets, and no Participant or former Participant shall have any right to any specific assets of the Company. To the extent that any Participant or former Participant acquires a right to
receive payments under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. The Board of Directors of Union Pacific may, but shall not be required to, authorize Union Pacific to establish a trust
to hold assets to be used to discharge the Company’s obligations hereunder, provided that such trust shall not confer upon Participants or former Participants any rights other than the rights of unsecured general creditors of the Company.

  

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 ARTICLE EIGHT 
 Administration 
 8.1 Responsibilities and Powers of Administrator. Except for the
responsibilities and powers elsewhere herein given specifically to the Board of Directors of Union Pacific, the Administrator shall have all responsibilities for the operation and administration of the Supplemental Plan and shall have all powers and
discretionary authority necessary to carry out those responsibilities hereunder. Without limiting the generality of the foregoing, the Administrator shall have full power and discretionary authority to: 
 (a) keep and maintain such accounts and records with respect to Participants and former Participants as are deemed necessary or proper; 
 (b) determine all questions of the eligibility for participation and benefits and of the status and rights of Participants, former Participants, and any
other person hereunder, make all required factual determinations, interpret and construe the Supplemental Plan in connection therewith and correct defects, resolve ambiguities therein and supply omissions thereto; 
 (c) adopt from time to time mortality and other tables and interest rates upon which all actuarial calculations shall be based, including the
determination of the appropriate factors for the adjustment of pension payments; and 
 (d) adopt from time to time rules and regulations
governing this Supplemental Plan. 
 The Administrator shall carry out all responsibilities and exercise all powers in accordance with the terms of the
Supplemental Plan. The determination of the Administrator as to any questions involving the responsibilities hereunder shall be final, conclusive and binding on all persons. 
 8.2 Certification and Payment of Benefits. The Administrator shall compute the amount and manner of payment of benefits to which the Participants,
former or retired Participants, Surviving Spouses and beneficiaries become entitled. All payments of benefits shall be made directly by the Company upon the instructions of the Administrator. 
 8.3 Reports to Board of Directors. As the Administrator deems necessary or proper or as the Board of Directors of Union Pacific may require, but
in any event at least once during each calendar year, the Administrator shall report to such Board on the operation and administration of the Supplemental Plan and on any other matter concerning the Supplemental Plan deemed advisable or required by
such Board. 
 8.4 Designation and Delegation. The Administrator may designate other persons to carry out such of the responsibilities
hereunder for the operating and administration of the Supplemental Plan as the Administrator deems advisable and delegate to the persons so designated such of the powers as the Administrator deems necessary to carry out such responsibilities. Such
designation and delegation shall be subject to such terms and conditions as the Administrator deems necessary or proper. Any action or determination made or taken in 

  

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carrying out responsibilities hereunder by the persons so designated by the Administrator shall have the same force and effect for all purposes as if such
action or determinations had been made or taken by the Administrator. 
 8.5 Outside Services. The Administrator may engage counsel
and such clerical, medical, financial, actuarial, accounting and other specialized services as is deemed necessary or desirable for the operation and administration of the Supplemental Plan. The Administrator and persons so designated shall be
entitled to rely, and shall be fully protected in any action or determination or omission taken or made or omitted in good faith in so relying, upon any opinions, reports or other advice which is furnished by counsel or other specialist engaged for
that purpose. 
 8.6 Expenses. All expenses, including any fees for outside services under Section 8.5, incurred by the
Administrator and by persons designated by the Administrator under Section 8.4 in the operation and administration of the Supplemental Plan shall be paid by the Company. Neither the Administrator nor any other person who is an employee of the
Company or an Affiliated Company shall receive any compensation solely for services in carrying out any responsibility hereunder. 
 8.7
Bonding. No bond or other security shall be required of the Administrator or of any person designated under Section 8.4. 
 8.8
Liability. The Administrator and persons designated by him under Section 8.4 shall use ordinary care and diligence in the performance of their duties. The Company shall indemnify and defend the Administrator and each other person so
designated under Section 8.4 against any and all claims, loss, damages, expense (including reasonable counsel fees), and liability arising from any action or failure to act or other conduct in their official capacity, except when the same is
due to the gross negligence or willful misconduct of the Administrator or other persons. 
 8.9 Finality of Actions. Any action
required of Union Pacific, the Company, the Board of Directors of Union Pacific, or the Chief Executive Officer of Union Pacific (the “CEO”) under this Supplemental Plan, or made by the Administrator acting on their behalf, shall be made
in the Company’s, the Board’s or the CEO’s sole discretion, not in a fiduciary capacity and need not be uniformly applied to similarly situated persons. Any such action shall be final, conclusive and binding on all persons interested
in the Supplemental Plan. 
  

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 ARTICLE NINE 
 Amendment or Termination 
 9.1 Amendment or Termination. The Board of Directors of
Union Pacific, acting by written resolution, reserves the right to modify, alter, amend or terminate the Supplemental Plan from time to time and to modify, withdraw or terminate the Supplemental Plan, to any extent that it may deem advisable;
provided, that no such modification, alteration, amendment or termination shall impair any rights which have accrued to Participants hereunder to the date of such modification, alteration, amendment or termination. Notwithstanding the foregoing, the
Senior Vice President—Human Resources of Union Pacific may make all technical, administrative, regulatory and compliance amendments to the Supplemental Plan, and any other amendment that will not significantly increase the cost of the
Supplemental Plan to the Company, as he or she shall deem necessary or appropriate. 
  

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 ARTICLE TEN 
 General Provisions 
 10.1 Certain Rights Reserved. Nothing herein contained shall
confer upon any Employee or other person the right (a) to continue in Employment or service of the Company or affect any right that the Company may have to terminate the Employment or service of (or to demote or to exclude from future
participation in the Supplemental Plan) any such Employee or other person at any time for any reason, (b) to participate in the Supplemental Plan, or (c) to receive an annual base salary of any particular amount. 
 10.2 Alienability of Benefits. Payments under the Supplemental Plan may not be assigned, transferred, pledged or hypothecated, and to the extent
permitted by law, no such payments shall be subject to legal process or attachment for the payment of any claims against any person entitled to receive the same. Compliance with the provisions and conditions of any domestic relations order relating
to an individual’s Supplemental Plan benefits, which the Administrator has determined must be complied with under the terms of applicable law, shall not be considered a violation of this provision. 
 10.3 Payment Due an Incompetent. If it shall be found that any person to whom a payment is due hereunder is unable to care for that person’s
affairs because of physical or mental disability, as determined by a licensed physician, the Administrator shall have the authority to cause the payments becoming due such person to be made to the legally appointed guardian of any such person or to
the spouse, brother, sister, or other person as it shall determine. Payments made pursuant to such power shall operate as a complete discharge of the Company’s obligations. 
 10.4 Governing Law. The Supplemental Plan shall be construed and enforced in accordance with the laws of the State of Nebraska (without regard to
the legislative or judicial conflict of laws rules of any state), except to the extent superseded by any federal law. 
 10.5
Successors. This Supplemental Plan shall be binding upon any successor (whether direct or indirect, by purchase, merger, consolidated or otherwise) to all or substantially all of the business and/or assets of the Company in the same manner
and to the same extent that the Company would be bound to perform if no such succession had taken place. 
 10.6 Titles and Headings Not
To Control. The titles and Articles of the Supplemental Plan and the headings of Sections and subsections of the Supplemental Plan are placed herein for convenience of reference only and, as such, shall have no force and effect in the
interpretation of the Supplemental Plan. 
 10.7 Severability. If any provisions of the Supplemental Plan shall be held unlawful or
otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity, or unenforceability shall not affect any provision of the Plan or part thereof, each of which shall remain in full force and effect. 
  

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 10.8 Determination and Withholding of Taxes. The Administrator shall have full authority to
satisfy the responsibility of Union Pacific or any Affiliated Company to withhold taxes with respect to a Participant or former Participant, including FICA taxes, by withholding such taxes from any distributions under the Plan to the Participant or
former Participant or his beneficiary or estate. The Administrator shall also have full authority, with or without the consent of the Participant of former Participant, to withhold from the individual’s compensation from any and all sources,
any FICA or other taxes applicable to benefits accrued under the Supplemental Plan. 
 10.9 Interpretation. This Supplemental Plan
(409A Non-Grandfathered Component) is intended to satisfy the requirements of Section 409A of the Code, shall be interpreted in a manner consistent with such intent, and has been operated in reasonable good faith compliance with the
requirements of Section 409A during the period of January 1, 2005 through December 31, 2008. 
  

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 ARTICLE ELEVEN 
 Transfers to Non-Covered Employment 
 11.1 Notwithstanding any other provision of this
Supplemental Plan (409A Non-Grandfathered Component) to the contrary, if a Participant is transferred to the employment of an Affiliated Company that has not adopted the Supplemental Plan (“non-covered employment”), upon the approval of
the Chief Executive Officer of Union Pacific, any benefits to which such Participant (or his Surviving Spouse or other beneficiary) would be entitled under the Pension Plan, the Supplemental Plan (409A Non-Grandfathered Component), or both, by
treating such Participant’s non-covered employment as if it were service covered by such Plans and by aggregating such service with the Participant’s other service covered by the Plans shall be provided to the Participant under this
Section 11.1 to the extent that such benefits exceed the aggregate of (a) the Participant’s benefits under the Pension Plan, (b) the Participant’s benefits under the Supplemental Plan (409A Non-Grandfathered Component)
determined without regard to this Section 11.1, and (c) the Participant’s benefits under any pension plan of the Affiliated Company that are based on the Participant’s non-covered employment and/or employment otherwise covered by
the Pension and Supplemental Plans. 
  

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 ARTICLE TWELVE 
 Claims Procedure 
 12.1 Application for Benefits. Each Participant, former Participant,
Surviving Spouse or other beneficiary, or alternate payee under a domestic relations order believing himself or herself eligible for a benefit under this Supplemental Plan shall apply for such benefit by completing and filing with the Administrator
an application for benefits on a form supplied by the Administrator. 
 12.2 Claims. The following provisions are effective on and
after January 1, 2002: 
 (a) Claim for Benefits. A claim for Supplemental Plan benefits may be filed by: 
 (i) any person (or his duly authorized representative) who has applied for and/or received benefits from the Supplemental Plan pursuant to
Section 12.1 and who believes that the amount and/or form of benefits provided (including no benefits) or any change in or termination or reduction of benefits previously provided results in a denial of benefits to which he is entitled for any
reason (whether under the terms of the Supplemental Plan or by reason of any provision of law); or 
 (ii) any Employee or other individual
(or his duly authorized representative) who believes himself to be entitled to benefits from the Supplemental Plan. 
 A claim for benefits must be filed
with the Administrator, in writing and in accordance with such other requirements as may be prescribed by the Administrator. Any claim shall be processed as follows: 
 (A) When a claim for benefits has been filed by the claimant (or his duly authorized representative), such claim for benefits shall be evaluated and the claimant shall be notified by the Administrator of the approval
or denial within a reasonable period of time, but not later than 90 days after the receipt of such claim unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required,
written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period and shall specify the special circumstances requiring an extension and the date by which a final decision will be reached (which
date shall not be later than 180 days after the date on which the claim was received). 
 (B) A claimant shall be given written notice in
which the claimant shall be advised as to whether the claim is granted or denied, in whole or in part. If a claim is denied, in whole or in part, the claimant shall be given written notice which shall contain (I) the specific reasons for the
denial, (II) references to the specific Supplemental Plan provisions upon which the denial is based, (III) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information
is necessary, (IV) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information 

  

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relevant to the claim, (V) the claimant’s rights to seek review of the denial and time limits and other aspects of the Supplemental Plan’s
claim review procedures, and (VI) a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination upon review. 
 (b) Review of Claim Denial. If a claim for benefits is denied, in whole or in part, the claimant (or his duly authorized representative) shall
have the right to request that the Administrator review the denial, provided that the claimant files in accordance with such requirements as may be prescribed by the Administrator a written request for review with the Administrator within 60 days
after the date on which the claimant received written notification of the denial. A claimant (or his duly authorized representative) may review relevant documents, records and other information relevant to the claim (or receive copies free of
charge) and may submit to the Administrator with the written request for review documents, records, written comments and other information relevant to the claim for benefits, which shall be considered upon review whether or not such information and
other items were available when the claim was originally determined. Requests for review not timely filed shall be barred. A timely request for claim review shall be processed as follows: 
 (i) Within a reasonable period of time, but not later than 60 days after a request for review is received, the review shall be made and the claimant
shall be advised in writing of the decision on review, unless special circumstances require an extension of time for processing the review. If an extension is needed, the claimant shall be given a written notification within such initial 60-day
period specifying the reasons for the extension and when such review shall be completed (provided that such review shall be completed within 120 days after the date on which the request for review was filed). However, if the period for deciding the
claim has been extended under this paragraph (i) due to a claimant’s failure to provide information necessary to decide a claim, the period for making a decision on review shall be tolled from the date the claimant is sent written notice
of the extension until the date on which the claimant responds to the request for information (or such earlier date as may be prescribed by the Administrator in accordance with applicable law and regulations). 
 (ii) The decision on review shall be forwarded to the claimant in writing and shall include (A) specific reasons for the decision,
(B) references to the specific Plan provisions upon which the decision is based, (C) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and
other information relevant to the claim, and (D) a statement of the claimant’s right to bring an action under ERISA section 502(a). A decision on review shall be final and binding on all persons for all purposes. 
 (c) Exhaustion of Claims Review Process. A claimant shall have no right to seek review of a denial of benefits, or to bring any action in any
court to enforce a claim for benefits prior to his filing a claim for benefits and exhausting his rights to review under this Section 12.3. 
  

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