Union Pacific Corp Sample Contracts

Union Pacific Corp – February 19, 2019 (February 19th, 2019)

Notes”), $500,000,000 aggregate principal amount of 3.150% Notes due 2024 (the “2024 Notes”), $1,000,000,000 aggregate principal amount of 3.700% Notes due 2029 (the “2029 Notes”) and $1,000,000,000 aggregate principal amount of 4.300% Notes due 2049 (the “2049 Notes” and, together with the 2022 Notes, the 2024 Notes and the 2029 Notes, collectively, the “Notes”), to be issued under an Indenture, dated as of April 1, 1999 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as Trustee (the “Trustee”), and with the Terms Agreement (including the provisions of the Underwriting Agreement incorporated by reference therein), dated February 11, 2019 (the “Agreement”), between the Company and the respective Underwriters named therein. A registration statement with respect to the Notes, includ

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (February 19th, 2019)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (February 19th, 2019)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – UNDERWRITING AGREEMENT (February 19th, 2019)
Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (February 19th, 2019)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (February 19th, 2019)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – UNION PACIFIC CORPORATION GRANT NOTICE FOR 2013 STOCK INCENTIVE PLAN PERFORMANCE STOCK UNITS (February 8th, 2019)

FOR GOOD AND VALUABLE CONSIDERATION, Union Pacific Corporation (the “Company”), hereby grants to Participant named below the number of Stock Units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Union Pacific Corporation 2013 Stock Incentive Plan (the “Plan”), the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and described in this Grant Notice, and the Union Pacific Corporation Long Term Plan (the “Long Term Plan”) approved and adopted by the Compensation and Benefits Committee of the Company’s Board of Directors (the “Committee”), each as amended from time to time.  In addition, if the Participant becomes eligible for and entitled to severance benefits under a broad based severance pay policy of the Company that include waiver of the continuous employment requirement applicable to the Stock Units (the “Severance Policy”), the Award also shall be subject to the terms of such Se

Union Pacific Corp – UNION PACIFIC CORPORATION GRANT NOTICE FOR 2013 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION (February 8th, 2019)

This Option is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Union Pacific Corp – UNION PACIFIC CORPORATION GRANT NOTICE FOR 2013 STOCK INCENTIVE PLAN STOCK UNITS (February 8th, 2019)

FOR GOOD AND VALUABLE CONSIDERATION, Union Pacific Corporation (the “Company”), hereby grants to Participant named below the number of Stock Units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Union Pacific Corporation 2013 Stock Incentive Plan (the “Plan”), the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan described in this Grant Notice, and, if applicable, the Union Pacific Corporation Key Employee Continuity Plan (the “Key Employee Continuity Plan”), each as amended from time to time.  In addition, if the Participant becomes eligible for and entitled to severance benefits under a broad-based severance pay policy of the Company that include waiver of the continuous employment requirement applicable to the Stock Units (the “Severance Policy”), the Award also shall be subject to the terms of such Severance Policy.

Union Pacific Corp – FOR IMMEDIATE RELEASE (January 24th, 2019)

Omaha, Neb., January 24, 2019 – Union Pacific Corporation (NYSE: UNP) today reported record 2018 fourth quarter net income of $1.6 billion, or $2.12 per diluted share, which represents 29 and 39 percent increases, respectively, when compared to adjusted results for the fourth quarter 2017.  Reported fourth quarter 2017 results include previously disclosed adjustments reflecting the impact of corporate tax reform.  Including those items, 2017 fourth quarter reported net income was $7.3 billion, or $9.25 per diluted share.

Union Pacific Corp – Union Pacific Reports Record Third Quarter Results (October 25th, 2018)

OMAHA, Neb., Oct. 25, 2018 – Union Pacific Corporation (NYSE: UNP) today reported 2018 third quarter net income of $1.6 billion, or a third quarter record $2.15 per diluted share. This compares to $1.2 billion, or $1.50 per diluted share, in the third quarter 2017.

Union Pacific Corp – Union Pacific Reports Record Second Quarter Results (July 19th, 2018)

Omaha, Neb., July 19, 2018 – Union Pacific Corporation (NYSE: UNP) today reported 2018 second quarter net income of $1.5 billion, or a second quarter record $1.98 per diluted share. This compares to $1.2 billion, or $1.45 per diluted share, in the second quarter 2017.

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (June 8th, 2018)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (June 8th, 2018)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (June 8th, 2018)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (June 8th, 2018)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – UNDERWRITING AGREEMENT (June 8th, 2018)
Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (June 8th, 2018)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (June 8th, 2018)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – June 8, 2018 (June 8th, 2018)

As Vice President Corporate Law & Compliance of Union Pacific Corporation, a Utah corporation (the “Company”), I am familiar with the proceedings taken by the Company in connection with the proposed issuance and sale of $600,000,000 aggregate principal amount of 3.200% Notes due 2021 (the “2021 Notes”), $650,000,000 aggregate principal amount of 3.500% Notes due 2023 (the “2023 Notes”), $500,000,000 aggregate principal amount of 3.750% Notes due 2025 (the “2025 Notes”), $1,500,000,000 aggregate principal amount of 3.950% Notes due 2028 (the “2028 Notes”), $750,000,000 aggregate principal amount of 4.375% Notes due 2038 (the “2038 Notes”), $1,500,000,000 aggregate principal amount of 4.500% Notes due 2048 (the “2048 Notes”) and $500,000,000 aggregate principal amount of 4.800% Notes due 2058 (the “2058 Notes” and, together with the 2021 Notes, the 2023 Notes, the 2025 Notes, the 2028 Notes, the 2038 Noes and the 2048 Notes, collectively, the “Notes”), to be issued under an Indenture, da

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (June 8th, 2018)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – Union Pacific Reports Record First Quarter Results (April 26th, 2018)

Omaha, Neb., April 26, 2018 – Union Pacific Corporation (NYSE: UNP) today reported 2018 first quarter net income of $1.3 billion, or a first-quarter record $1.68 per diluted share. This compares to about $1.1 billion, or $1.32 per diluted share, in the first quarter 2017.

Union Pacific Corp – UNION PACIFIC CORPORATION GRANT NOTICE FOR 2013 STOCK INCENTIVE PLAN STOCK UNITS (February 9th, 2018)

FOR GOOD AND VALUABLE CONSIDERATION, Union Pacific Corporation (the “Company”), hereby grants to Participant named below the number of Stock Units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Union Pacific Corporation 2013 Stock Incentive Plan (the “Plan”), the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan described in this Grant Notice, and, as applicable, the Union Pacific Corporation Key Employee Continuity Plan (the “Key Employee Continuity Plan”), each as amended from time to time.  Each Stock Unit subject to this Award represents the right to receive one share of the Company’s common stock, par value $2.50 (the “Common Stock”), subject to the conditions set forth in this Grant Notice, the Plan and the Standard Terms and Conditions.  This Award is granted pursuant to the Plan and, as applicable, the Key Employee Continuity Plan and is subject to and qualified in its ent

Union Pacific Corp – UNION PACIFIC CORPORATION GRANT NOTICE FOR 2013 STOCK INCENTIVE PLAN PERFORMANCE STOCK UNITS (February 9th, 2018)

FOR GOOD AND VALUABLE CONSIDERATION, Union Pacific Corporation (the “Company”), hereby grants to Participant named below the number of Stock Units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Union Pacific Corporation 2013 Stock Incentive Plan (the “Plan”), the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and described in this Grant Notice, and the Union Pacific Corporation Long Term Plan (the “Long Term Plan”) approved and adopted by the Compensation and Benefits Committee of the Company’s Board of Directors (the “Committee”), each as amended from time to time. Each Stock Unit subject to this Award represents the right to receive one share of the Company’s common stock, par value $2.50 (the “Common Stock”), subject to the conditions set forth in this Grant Notice, the Plan, the Standard Terms and Conditions, and the Long Term Plan. This Award is granted pursuant to the Pla

Union Pacific Corp – 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, 2018) (February 9th, 2018)
Union Pacific Corp – UNION PACIFIC CORPORATION GRANT NOTICE FOR 2013 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION (February 9th, 2018)

This Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

Union Pacific Corp – SUPPLEMENTAL THRIFT PLAN (409A Non-Grandfathered Component) (February 9th, 2018)

1.1Purpose and Scope of Plan - The purpose of the Plan (this and other capitalized terms having the meanings set forth below) is to provide benefits to Eligible Employees who participate in the Thrift Plan in excess of those permitted under the Thrift Plan because of the limitations set forth in Sections 401(a)(17) and 415 of the Code. To the extent that benefits are provided under the Plan, solely because of the limitations set forth in Section 415 of the Code, or because of contributions to a C Account as described herein, the Company intends to maintain the Plan as an “excess benefit plan” as that term is defined in Section 3(36) of ERISA and Treas. Reg. section 1.409A-2(a)(7)(iii). The rights of each Participant and his Beneficiaries to benefits under the Plan shall be governed by the Plan as set forth herein and as it may hereafter be amended from time to time. This Plan was effective January 1, 2009, unless expressly provided otherwise herein, and was since amended, and is now fu

Union Pacific Corp – FOR IMMEDIATE RELEASE (January 25th, 2018)

Omaha, Neb., January 25, 2018 – Union Pacific Corporation (NYSE: UNP) today reported 2017 fourth quarter net income of $7.3 billion, or $9.25 per diluted share compared to $1.39 per diluted share in the fourth quarter 2016.  Fourth quarter 2017 results include previously-disclosed adjustments reflecting the impact of corporate tax reform.  Excluding those items, 2017 fourth quarter adjusted net income was $1.2 billion, or $1.53 per diluted share, 5 and 10 percent increases, respectively, when compared to 2016.

Union Pacific Corp – Union Pacific Reports Third Quarter 2017 Results (October 26th, 2017)

Omaha, Neb., Oct. 26, 2017 – Union Pacific Corporation (NYSE: UNP) today reported 2017 third quarter net income of $1.2 billion, or a $1.50 per diluted share.  This compares to $1.1 billion, or $1.36 per diluted share, in the third quarter 2016.

Union Pacific Corp – SUPPLEMENTAL PENSION PLAN (October 26th, 2017)
Union Pacific Corp – UNDERWRITING AGREEMENT (September 20th, 2017)
Union Pacific Corp – September 19, 2017 (September 20th, 2017)

As Associate General Counsel of Union Pacific Corporation, a Utah corporation (the “Company”), I am familiar with the proceedings taken by the Company in connection with the proposed issuance and sale of $500,000,000 aggregate principal amount of its 3.600% Notes due 2037 and $500,000,000 aggregate principal amount of its 4.100% Notes due 2067 (together, the “Notes”), to be issued under an Indenture, dated as of April 1, 1999 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (September 20th, 2017)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner here (September 20th, 2017)

This Security is a Global Security as referred to in the Indenture hereinafter referenced.  Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

Union Pacific Corp – Union Pacific Reports Second Quarter 2017 Results (July 20th, 2017)

Omaha, Neb., July 20, 2017 – Union Pacific Corporation (NYSE: UNP) today reported 2017 second quarter net income of nearly $1.2 billion, a second quarter record of $1.45 per diluted share.  This compares to about $1.0 billion, or $1.17 per diluted share, in the second quarter 2016.  Union Pacific also reported a second quarter record operating ratio of 61.8 percent, a 3.4 point improvement compared to the second quarter 2016 operating ratio.