0001193125-07-188728 Sample Contracts

UNION PACIFIC CORPORATION Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • August 24th, 2007 • Union Pacific Corp • Railroads, line-haul operating • Nebraska

Introduction. Union Pacific Corporation, a Utah corporation (the “Company”), proposes to issue and sell from time to time certain of its debt securities registered under the registration statement referred to in Section 2(a) (“Registered Securities”). Each series of Registered Securities will be issued under an indenture, between the Company and the trustee named therein, as Trustee, in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Registered Securities being determined at the time of sale. Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with the terms of offering determined at the time of sale.

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