0001193125-11-024531 Sample Contracts

STOCK UNIT AGREEMENT
Long Term Plan • February 4th, 2011 • Union Pacific Corp • Railroads, line-haul operating • Utah

This Letter Agreement (the “Agreement”) will confirm an award to you of stock units (“Stock Units”), as of the date hereof, by Union Pacific Corporation (the “Company”), under the 2004 Stock Incentive Plan of the Company, as amended from time to time (the “Plan”), a copy of which is included in this grant package on this website and made a part hereof.

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EXECUTIVE NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 4th, 2011 • Union Pacific Corp • Railroads, line-haul operating • Utah

We would like to call your attention to confidentiality and non-compete provisions in the Agreement and recommend that you review the terms and conditions of these provisions as fully set forth in the Agreement. Please note that failure to comply with these provisions will result in the forfeiture of the award or will require that any value received from the vesting of this award be returned to the Company. In addition, once you accept the terms of the Agreement, these provisions will be binding on you whether or not the award vests.

STOCK UNIT AGREEMENT
Stock Unit Agreement • February 4th, 2011 • Union Pacific Corp • Railroads, line-haul operating • Utah

This Agreement (the “Agreement”) will confirm an award to you of stock units (“Stock Units”), as of the date hereof, by Union Pacific Corporation (the “Company”), under the 2004 Stock Incentive Plan of the Company, as amended from time to time (the “Plan”), a copy of which is included in this grant package on this website and made a part hereof.

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