EXHIBIT 10(z)
UNION PACIFIC CORPORATION
BOARD OF DIRECTORS' CHARITABLE CONTRIBUTION PLAN
PURPOSE
. The purpose of the Plan is to provide the Corporation and the Board of
Directors an opportunity to jointly provide substantial future contributions
to select charitable organizations, including the Union Pacific Foundation.
ELIGIBILITY
. All current Directors of Union Pacific Corporation are eligible to
participate in the Union Pacific Corporation Board of Directors' Charitable
Contribution Plan. Persons who are elected to the Corporation's Board of
Directors after September 29, 1988, the date of adoption of the Plan, will
become eligible upon election.
. Former Directors of the Corporation will continue to participate in the Plan
after ceasing service as a Director. However, former Directors, whose service
ceased prior to September 29, 1988, shall not be eligible to participate in
the Plan.
VESTING
. Directors will be fully vested in the Plan upon the completion of sixty full
months of service as a Director. Directors who are fully vested may recommend
a $500,000 charitable donation, while charitable donations on behalf of
Directors who have served for less than sixty months will be disbursed as
follows:
AMOUNT TO AMOUNT TO
RECOMMENDED EXTERNAL
MONTHS OF SERVICE UNION PACIFIC FOUNDATION CHARITY(IES)
Less than 12 $900,000 $100,000
12-35 800,000 200,000
36-47 700,000 300,000
48-59 600,000 400,000
60 or more 500,000 500,000
. Service as a Director prior to September 29, 1988, the date of the adoption
of the Plan, shall be considered as eligible service for purposes of
computing the sixty month vesting period.
CHARITABLE CONTRIBUTION
. The Corporation will contribute to the Union Pacific Foundation and the
charity(ies) recommended by the Director $1,000,000 in the Director's name.
The division of the contribution between the Union Pacific Foundation and the
charity(ies) recommended by the Director will be determined in accordance
with the above vesting schedule.
. The charitable contribution will be made subsequent to the participant's
death, but in no event any later than ten years following the participant's
death.
RECOMMENDATION OF CHARITABLE BENEFICIARY
. Each Director must complete a Charitable/Non-Profit Organization
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Recommendation Form (Attachment A).
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. Each Director may recommend one or more charities to receive up to $500,000.
However, no more than two charities may be recommended by any one Director,
and the amount of the recommended contribution must be not less than $100,000
to any one charity. If a Director terminates service prior to being fully
vested in the Plan, the amount paid to the recommended charity or charities
will be reduced in accordance with the above vesting schedule. If more than
one charity is recommended, the reduction will be calculated on a pro-rata
basis unless the beneficiary recommendation form provides otherwise.
. Each charity recommended by a Director must be a tax-exempt organization
under Section 501 of the Internal Revenue Code.
. Each recommendation of a charitable beneficiary by the Director may be
revised by filing a new form with the Secretary of the Corporation. In
addition, the Corporation reserves the right to select a different
beneficiary if the recommended organization ceases to qualify as a tax-exempt
organization or the Corporation determines that the activities of the
recommended organization are not or cease to be compatible with the goals and
objectives of the Corporation's philanthropic program.
. Each charity recommended by a Director will receive a letter from the
Corporation similar to the sample shown in Attachment B.
MISCELLANEOUS PROVISIONS
. The Corporation will purchase a life insurance policy or policies insuring
the lives of the Directors. The Corporation will be the owner and beneficiary
thereof. Directors shall have no rights or beneficial ownership interests in
any such policy or policies acquired by the Corporation.
. A participant Director's rights and interest under the Plan may not be
assigned or transferred.
. The expenses of the Plan shall be borne by the Corporation. No contribution
from a Director shall be acquired nor shall a Director forego other
compensation or benefits to participate.
. The Plan may be amended or terminated at any time by the Board as the Board
shall deem advisable.
________________________________________________________________________________
Union Pacific Corporation Board of Directors' Charitable Contribution Plan
ATTACHMENT A
UNION PACIFIC CORPORATION
BOARD OF DIRECTORS' CHARITABLE CONTRIBUTION PLAN
CHARITABLE/NON-PROFIT ORGANIZATION RECOMMENDATION
Pursuant to the provisions of the Union Pacific Corporation Board of Directors'
Charitable Contribution Plan, I understand that I may recommend up to two
charitable/non-profit organizations to receive a total of $500,000 in may name,
if I have completed five years of service as a Director of the Corporation, in
the amounts of $100,000 or more for each. In recognition of the above, I hereby
make the following beneficiary recommendations as of the date set forth herein:
CHARITABLE/NON-PROFIT ADDRESS OF
ORGANIZATION ORGANIZATION AMOUNT
1.__________________ ____________________ $___________________
____________________ ____________________ ____________________
2.__________________ ____________________ $___________________
____________________ ____________________ ____________________
I understand that if I served for less than five years as a Director prior to my
death, the Corporation will prorate its contributions to the charitable
organization(s) recommended above according to the vesting schedule expressed in
the Union Pacific Corporation Board of Directors' Charitable Contribution Plan
and in the same proportion as indicated above unless I instruct the Corporation
in writing to the contrary.
I understand that the organization(s) I select must be qualified as tax-exempt
under Section 501 of the Internal Revenue Code. I also understand that the
Corporation reserves the right to make the donation to another organization if
my recommended organization is not, or ceases to be qualified under Section 501
of the Internal Revenue Code, or to be compatible with the Corporation's
philanthropic program. I understand that the Plan may be amended or terminated
at anytime by the Board of Directors as the Board shall deem advisable.
I further understand that this beneficiary recommendation may be revoked or
revised by me prior to my death. This recommendation will, in fact, be revoked
if I complete a Charitable/Non-Profit Organization Recommendation Form of later
date and file it with the Secretary of the Union Pacific Corporation. I
understand that in order to make this change of beneficiary recommendation
valid, I must receive in writing a confirmation from the Secretary of Union
Pacific Corporation.
_____ ________________________
Dated Director's Name
________________________
Director's Signature
________________________________________________________________________________
Union Pacific Corporation Board of Directors' Charitable Contribution Plan
ATTACHMENT B
Sample Letter to Recommended Charitable/Non-Profit Organization
Date
Mr./Mrs.___________________
Executive Director
Organization Name
Address
City, State, Zip
Dear ___________________:
On behalf of Union Pacific Corporation, I am pleased to inform you that your
organization has been recommended as a potential beneficiary of $_______ at the
request of (Director's Name), a member of our Board of Directors and a
participant in our Directors' Charitable Contribution Plan.
Under this program, (Director's Name) has requested that $________ be donated to
your organization by Union Pacific Corporation no later than ten (10) years
following his/her death. Please be aware that this is a revocable
recommendation, and at the Corporation's or the Director's discretion, may be
changed or terminated at any time during his/her lifetime. In addition, if
(Director's Name) terminates his service on the Board prior to having five years
in service, the amount of the contribution will be reduced.
There is no action required on the part of your organization to participate in
this program.
We are delighted that your institution has been recommended for a future
donation. In addition to supporting the personal commitment of (Director's Name)
to your activities, Union Pacific Corporation is pleased to have the opportunity
to encourage your continued valuable contributions to society at large.
Very truly yours,
Drew Lewis
Chairman of the Board and
Chief Executive Officer