0001193125-09-021370 Sample Contracts

AMENDED AND RESTATED STOCK UNIT AGREEMENT
Stock Unit Agreement • February 6th, 2009 • 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. This Agreement has been amended and restated by the Company in accordance with Section 19 of the Plan, effective as of January 1, 2009, to reflect the provisions of Section 409A of the Internal Revenue Code, as amended (the “Code”).

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STOCK UNIT AGREEMENT
Stock Unit Agreement • February 6th, 2009 • 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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