Exhibit 10(k) November 18, 1999 Mr. Ivor J. Evans President and Chief Operating Officer Union Pacific Railroad Company 1416 Dodge Street, Room 1230 Omaha, NE 68179 Dear Ike: With reference to your letter agreement of September 8, 1998, providing for a...

                                                            Exhibit 10(k)




                               November 18, 1999



Xx. Xxxx X. Xxxxx
President and Chief Operating Officer
Union Pacific Railroad Company
0000 Xxxxx Xxxxxx, Xxxx 0000
Xxxxx, XX 00000

Dear Ike:

          With reference to your letter agreement of September 8, 1998,
providing for a guaranteed minimum bonus of $300,000 for 1999, payable in 2000,
this will confirm that you may elect to exchange all or a portion of your right
to receive such guaranteed bonus for a grant of retention stock units under the
Union Pacific 1993 Stock Option and Retention Stock Plan equal to 150% of the
bonus foregone.  The terms of such restricted stock units shall be otherwise in
accordance with the terms of the Company's Executive Incentive Premium Exchange
Program.

          If you concur with the above, please sign the second copy of this
letter and return it to me no later than November 26, 1999.

                                                            Sincerely,



                                                            /s/  Dick

DD/ss

cc:  Xxxxxxx X. Xxxxxxxx


Approved: /s/  Xxxx X. Xxxxx        Dated:  11/23/99