0001193125-04-189091 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 8th, 2004 • Union Pacific Corp • Railroads, line-haul operating • Utah

This Letter Agreement (the “Agreement”) will confirm a grant to you of a non-qualified stock option (“NQ”) as of the date hereof, by Union Pacific Corporation (the “Company”), under the 2004 Stock Incentive Plan of the Company (the “Plan”), a copy of which is included in this database and made a part hereof.

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NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 8th, 2004 • Union Pacific Corp • Railroads, line-haul operating • Utah

This Letter Agreement (“the Agreement”) will confirm a grant to you of a non-qualified stock option (“NQ”) as of the date hereof, by Union Pacific Corporation (the “Company”), under the 2000 Directors Stock Plan of the Company (the “Plan”), a copy of which is attached hereto and made a part hereof.

STOCK UNIT AGREEMENT EXECUTIVE INCENTIVE PREMIUM EXCHANGE PROGRAM
Stock Unit Agreement • November 8th, 2004 • Union Pacific Corp • Railroads, line-haul operating

This Letter Agreement (the “Agreement”) will confirm an award of stock units (“Stock Units”) to the individual shown on Exhibit A of this Agreement (the “Participant”), as of the date hereof, by Union Pacific Corporation (the “Company”), under the 2004 Stock Incentive Plan of the Company (the “Plan”), a copy of which is included in this database and made a part hereof.

STOCK UNIT AGREEMENT
Stock Unit Agreement • November 8th, 2004 • 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 (the “Plan”), a copy of which is included in this database and made a part hereof.

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