Executive Incentive Plan - Union Pacific Corp.


                            EXECUTIVE INCENTIVE PLAN

                                       OF

                            UNION PACIFIC CORPORATION

                                AND SUBSIDIARIES


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                            EFFECTIVE JANUARY 1, 1971

                    AMENDED AND RESTATED AS OF APRIL 15, 1988
                            AMENDED OCTOBER 26, 1989
                           AMENDED SEPTEMBER 24, 1992
                           AMENDED SEPTEMBER 30, 1993
                             AMENDED APRIL 21, 1995
                             AMENDED APRIL 27, 1995
                            AMENDED NOVEMBER 16, 2000


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              EXECUTIVE INCENTIVE PLAN OF UNION PACIFIC CORPORATION
                                AND SUBSIDIARIES

                            EFFECTIVE JANUARY 1, 1971


                    AMENDED AND RESTATED AS OF APRIL 15, 1988
                            AMENDED OCTOBER 26, 1989
                           AMENDED SEPTEMBER 24, 1992
                           AMENDED SEPTEMBER 30, 1993
                             AMENDED APRIL 21, 1995
                             AMENDED APRIL 27, 1995
                            AMENDED NOVEMBER 16, 2000


                                 PURPOSE OF PLAN

The purpose of this Plan is to promote the success of Union Pacific Corporation
and Subsidiaries by providing additional compensation for services rendered
during any year by key executives who contribute in a significant manner to the
operations and business of the Company and such Subsidiaries.


                                 1. DEFINITIONS

Section 1.01 The following terms shall have the following meanings:

"ACCOUNTHOLDER" means any person who has received a Deferred Award.

"BENEFICIARY" means any person or persons designated in writing by an
Accountholder to the Committee on a form prescribed by it for that purpose,
which designation shall be revocable at any time by the Accountholder prior to
his death, provided that, in the absence of such a designation or the failure of
the person or persons so designated to survive the Accountholder, payments or
distributions shall be made to the Accountholder's estate and provided further
that no payment or distribution shall be made during the lifetime of the
Accountholder to his Beneficiary.

"BOARD" means the Board of Directors of the Company.

"CODE" means the Internal Revenue Code of 1986, as amended, or the corresponding
provisions of any successor statute.

"COMMITTEE" means the Committee provided for in Section 2.01.

"COMPANY" means Union Pacific Corporation, a Utah corporation, or any successor
corporation.

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"COMPANY STOCK" means Common Stock, $2.50 par value per share, of the Company.

"DEFERRED AWARD" means an award under the Plan which an Executive to whom the
award is made shall have elected to defer until after Termination or, for awards
made with respect to Years beginning with 1982, the earlier of either (i) a date
or dates certain in any year or years prior to Termination (but in no event more
often than once in each such year or years), or (ii) after Termination, all in
accordance with Section 4.01 and which until paid shall, subject to paragraph
(1) of Section 7.01, be represented by Investment Accounts maintained for such
Executive in accordance with Section 5.01.

"EXECUTIVE" means any person who was a regular employee of the Company or a
Subsidiary (including directors who are also such employees) for all or part of
the Year in respect of which awards are made under the Plan and who, in the
judgment of the Committee, contributed in a significant manner to the operations
and business of the Company or a Subsidiary for such Year.

"IMMEDIATE CASH AWARD" means an award under the Plan payable in cash pursuant to
Section 4.02 as promptly as practicable after the close of the Year for which
the award is made or, in the sole discretion of the Committee, in December of
the year for which the award is made.

"INCENTIVE RESERVE ACCOUNT" means the account established by the Company
pursuant to Section 3.01.

"INVESTMENT ACCOUNT" means one of the accounts established by the Company
pursuant to Section 5.01.

"PLAN" means this Executive Incentive Plan as amended from time to time.

"SUBSIDIARY" means any corporation of which the Company owns directly or
indirectly at least a majority of the outstanding shares of voting stock and
which by action of its board of directors has adopted the Plan.

"TERMINATION" means termination of employment with the Company and its
Subsidiaries, for any reason, including retirement and death.

"VALUATION DATE" means the last business day of each calendar quarter and each
other interim date on which the Committee determines that a valuation of
Investment Accounts shall be made.

"YEAR" means a calendar year.


                          2. ADMINISTRATION OF THE PLAN

Section 2.01. The Plan shall be administered by a Committee which shall consist
of at least three members designated by the Board to serve at its pleasure. Such
members shall be members of the Board and shall not be officers or employees of
the Company or any Subsidiary. The 


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Committee shall determine the Executives to whom awards are granted under the
Plan and the amounts of awards payable to such Executives out of the Incentive
Reserve Account, and shall otherwise be responsible for the administration and
interpretation of the Plan. The Committee shall supervise and be responsible for
the maintenance of the various accounts under the Plan and for determining the
amounts and, subject to Sections 4.02 and 6.01, the times of payments or
distributions of awards. The Committee may delegate its authority under the Plan
to one or more officers or employees of the Company or a Subsidiary. All
determinations of the Committee shall be by a majority of its members, and its
determinations shall be final. Each member of the Committee, while serving as
such, shall be considered to be acting in his capacity as a Director of the
Company.


                          3. INCENTIVE RESERVE ACCOUNT

Section 3.01. The Company shall establish an Incentive Reserve Account to which
amounts available for awards to Executives shall be credited and which shall be
debited as such awards are made by the Committee. The Board may cause to be
credited to such Incentive Reserve Account such amount for each Year, beginning
with 1983 during which the Plan remains in effect as it, in its discretion, may
determine provided that the amount so credited for any Year shall not exceed the
following limitation:

         The maximum amount that may be credited to the Incentive Reserve
         Account for any Year is 1.5% of Net Income for such Year when the
         Return on Average Annual Total Stockholders' Equity is 10.0% and is
         3.0% of Net Income for such Year when the Return on Average Annual
         Total Stockholders' Equity is 12.0% or more. At intermediate levels of
         Return on Average Annual Total Stockholders' Equity (between 10.0% and
         12.0%), the maximum percentage of Net Income that may be credited to
         the Incentive Reserve Account for such Year shall increase 0.075% for
         each incremental 0.1% increase in the Return on Average Annual Total
         Stockholders' Equity. Net Income is the consolidated net earnings from
         continuing operations of the Company (before extraordinary items)
         determined in conformity with generally accepted accounting principles
         before giving effect to provisions for amounts to be credited to the
         Incentive Reserve Account for such year. Average Annual Total
         Stockholders' Equity is calculated as the average of (i) total
         stockholders' equity, including preferred stock, as shown on the
         consolidated financial statements of the Company at the beginning of
         each year and (ii) total stockholders' equity, including preferred
         stock, as shown on the consolidated financial statements of the Company
         at the end of such year, adjusted in the case of clause (ii) to include
         income from continuing operations before extraordinary items
         (determined in conformity with generally accepted accounting
         principles) and amounts to be credited to the Incentive Reserve Account
         under the Plan for such year.

The amount of Net Income and the percentage Return on Average Annual Total
Stockholders Equity shall be computed and reported to the Board and the
Committee at the end of each Year by the Company. The Committee shall obtain a
report from the Company's independent certified 


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public accountants stating that the computation of the amount credited to the
Incentive Reserve Account at the end of the Plan Year was made in accordance
with the provisions of the Plan and their report shall be final and binding. Any
amounts credited to the Incentive Reserve Account which are not awarded with
respect to such Year may, on direction of the Committee, be awarded in future
Years during which the Plan remains in effect.


                            4. AWARDS UNDER THE PLAN

Section 4.01. Prior to September 30 of each Year, beginning with 1984, an
Executive who has been granted awards under the Plan with respect to prior Years
and who has not previously made an election under the Plan, shall file with the
Committee an initial election on a form prescribed by the Committee for such
purpose specifying the percent in multiples of 10% of any award which may be
granted to him with respect to such Year and later Years to be in the form of an
Immediate Cash Award or a Deferred Award in one or more Investment Accounts.
Deferral and investment elections shall be continuing elections for all awards
under the Plan except that:

         (i) Deferral elections shall be subject to change before September 30
         of any Year on a form prescribed by the Committee for such purpose with
         respect to any awards which may be granted to him for such Year and
         later Years; and

         (ii) an Accountholder, whether or not currently employed by the Company
         or a Subsidiary, may elect to convert the value of his account, if any,
         in any Investment Account to equivalent value accounts in any other
         Investment Accounts as of a Valuation Date, provided that the Committee
         has received such notice of the conversion as the Committee may
         require, and provided further that, unless the Committee shall in its
         sole discretion determine otherwise, an Accountholder may make
         conversions only in such amounts and at such times as are allowable for
         changes in investment elections under the terms of the Union Pacific
         Corporation Thrift Plan. The Committee shall cause such conversions to
         be effected by transferring equivalent amounts from the one such
         account to the other, all as of such Valuation Date; otherwise, such
         deferral and investment elections, and such changes therein, shall be
         irrevocable.

In addition, for awards made with respect to Years beginning with 1982, an
Executive may also specify on a form prescribed by the Committee for such
purpose whether he wishes payment of Deferred Awards to be made on the earlier
of either (i) date or dates certain in any year or years prior to Termination
(but in no event more often than once in each such year or years), such payment
to be in full in cash on such date or dates, or (ii) upon Termination in
accordance with the provisions of Sections 6.01 through 6.04. Elections made as
to dates for the payment of Deferred Awards shall be subject to change by such
Executive before September 30 of any Year on a form prescribed by the Committee
for such purpose with respect to any awards made for such Year and later Years;
otherwise such elections, and such changes therein, shall be irrevocable.


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Designation, election or change in election shall not entitle an Executive to
any award for any Year but the form of award, if any, for any Year to such
Executive shall be in accordance with such election. If an Executive has not
been so designated as eligible for Deferred Awards, or an election for Deferred
Awards is not in effect for him, any award granted to him for any Year shall be
in the form of an Immediate Cash Award.

Section 4.02. As soon as practicable after the close of each Year, or in
December of any Year if so determined by the Committee, beginning with 1971, the
Committee may grant awards payable out of the Incentive Reserve Account to such
Executives in such dollar amounts as it in its sole discretion shall determine,
subject to Section 4.03, and the amount of each such award shall be debited to
the Incentive Reserve Account. Except to the extent that Deferred Awards are
elected pursuant to Section 4.01, any award under the Plan granted to an
Executive for any Year shall be paid to him or to his Beneficiary in a lump sum
in cash as promptly as practicable after such award is granted.

Section 4.03. No Covered Executive shall receive an award for any Year in excess
of (i) .25% of Covered Income for such Year, in the case of the Chief Executive
Officer of the Company, and (ii) .15% of Covered Income for such Year, in the
case of any other Covered Executive. Covered Executive means an Executive whose
compensation is subject to the limitations on deductibility set forth in Section
162(m) of the Code. Covered Income for a Year is the greater of (a) the
consolidated net earnings from continuing operations of the Company for such
Year, before extraordinary items, special charges and the cumulative effect of
accounting changes, determined in accordance with generally accepted accounting
principles, and (b) such net earnings for the first eleven months of such Year.


                               5. DEFERRED AWARDS

Section 5.01. The Company shall from time to time establish on its books one or
more Investment Accounts. In the case of each Executive, if and when a Deferred
Award is granted to him, the Committee shall credit to an account maintained for
him in one or more Investment Accounts the equivalent amount of such award in
accordance with his election. Each Investment Account shall have such name, and
be charged or credited pursuant to such method, as the Committee shall determine
upon establishment of such Investment Account, provided such method is
consistent with the requirements of Section 162(m) of the Code for
performance-based compensation. The Committee may change such names or methods
for any Investment Account, but no such change shall reduce any amount
previously accrued in an Accountholder's account. The Committee shall cause each
Investment Account to be valued as of each Valuation Date by such person or
persons as it in its sole discretion shall determine and such valuation shall be
conclusive for all purposes of the Plan. The value of any Investment Account for
the purpose of making payment of a Deferred Award shall be the value of such
Investment Account as of the Valuation Date last preceding such payment.
Compensation paid in respect of any Investment Account shall result in
corresponding reduction in the value of such accounts. The amounts credited in
Investment Accounts shall represent general liabilities of the Company and shall
not constitute a trust fund or otherwise create any property interest in any
Accountholder or his Beneficiary.


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Section 5.02. The provisions of Section 5.01 shall be subject to the provisions
of paragraph (1) of Section 7.01.


                    6. PAYMENT OR DELIVERY OF DEFERRED AWARDS

Section 6.01. Upon termination of an Executive, the Committee shall cause cash
in respect of any balances in the accounts maintained for such Executive in any
Investment Account to be paid or delivered to him or his Beneficiary in the sole
discretion of the Committee as follows:

         (i) in a single distribution, an amount in cash equal to the value of
         the accounts maintained for him in all Investment Accounts, all such
         cash being paid in the Year of his Termination or in January of the
         following Year, as determined by the Committee; or,

         (ii) over such number of Years as are fixed by the Committee but not
         exceeding fifteen, in annual installments of an aggregate amount of
         cash equal in value at the time of each installment payment to the
         value of the accounts maintained for him in all Investment Accounts at
         the Valuation Date next preceding payment divided by the remaining
         number of such annual installments, the first of such installments to
         be paid or delivered in the month following the month of his
         Termination, or at the discretion of the Committee not later than 12
         months following the date of Termination and subsequent installments to
         be paid or delivered in January of each subsequent Year; or

         (iii) in the event of retirement or death of a currently employed
         Executive, at a specified future date not to exceed 15 years from the
         date of such retirement or death in a single distribution, an amount of
         cash equal to the value of the accounts maintained for him in all
         Investment Accounts. Income in respect of Investment Accounts would be
         paid in cash quarterly to such Executive or his Beneficiary commencing
         with the first day of the month subsequent to such Executive's
         retirement or death. In the case of retirement, the single distribution
         referred to above will be paid on the date specified or upon death,
         whichever occurs first.

All payments or distributions attributable to each Deferred Award of an
Executive after his Termination shall be made by the Company on its behalf or on
behalf of the Subsidiary or Subsidiaries by which he was employed during the
Year in which such Deferred Award was earned. The Subsidiary shall reimburse the
Company in the amount of such paid Deferred Awards.

Section 6.02. Deferred Awards elected to be paid on a date or dates certain in
any year or years prior to Termination shall be paid to the Executive in full in
cash on such date or dates.

Section 6.03. At any time before or after Termination of an Executive who shall
have elected to receive one or more Deferred Awards, the Committee, if it finds
in its sole discretion that 


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continued deferral of such Awards would result in undue hardship to such
Executive or his Beneficiary, may accelerate and pay in cash all or any part of
such Deferred Award or Deferred Awards by converting the value of the accounts
maintained for him in Investment Accounts into the cash equivalent thereof on
the same basis as if a payment in cash were being made as provided in Section
6.01. On the death of an Executive after his Termination, the Committee, in its
sole discretion, may accelerate one or more installments, and change the form of
payment or distribution in accordance with Section 6.01, of any balance of his
Deferred Awards and, in the event of relevant changes in the Federal income tax
laws, regulations and rulings or on termination of the Plan, the Committee may,
in its sole discretion, so accelerate or change the form of payment or
distribution of any or all Deferred Awards.

Section 6.04. If a Change in Control shall be deemed to have occurred under the
Union Pacific Key Employee Continuity Plan, then each Executive with an account
maintained for him in an Investment Account shall be entitled to receive, at his
option, in a single distribution on the Valuation Date next following such
Change in Control, an amount of cash equal to the value of the accounts
maintained for him in all Investment Accounts less 10%.

Section 6.05. The provisions of Sections 6.01, 6.02 and 6.03 shall be subject to
the provisions of paragraph (1) of Section 7.01.


                              7. GENERAL PROVISIONS

Section 7.01.

(1) Anything in the Plan otherwise to the contrary notwithstanding, the Board
may at any time under such circumstances as it in its sole discretion may
determine, convert all the accounts of Accountholders in the Investment Accounts
into cash credits, with future credits to the accounts of Accountholders being
made solely in cash. Accounts shall be so converted on the basis of the value
thereof as of the last preceding Valuation Date. Any such cash credits to the
accounts of Accountholders shall, after such conversion, solely bear interest
until paid to the Accountholder or his Beneficiary compounded annually at such
annual rate of interest as may be fixed by the Board. The granting and payment
of Deferred Awards in respect of such cash credits shall otherwise be in
accordance with the other provisions of the Plan with such adjustments therein
as the Committee may deem appropriate.

(2) Neither the Plan nor the payment of benefits hereunder nor any action by the
Company, any Subsidiary or the Committee shall be held or construed to confer
upon any person any right to be continued in the employ of the Company or of a
Subsidiary and the Company and each Subsidiary expressly reserves the right to
discharge, without liability, any Executive whenever in its sole discretion its
interest may so require.

(3) No member of the Board or the Board of Directors of any Subsidiary or of the
Committee or any person to whom the Committee has delegated its authority
hereunder shall be liable for any action, or action hereunder, whether of
commission or omission, except in circumstances involving his bad faith, for
anything done or omitted to be done by himself.


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(4) The Company or any Subsidiary shall not be required to segregate cash for
any Investment Account.

(5) Notwithstanding the fact that an Investment Account may use Company Stock to
determine amounts credited or debited thereto, no Executive shall have voting or
other rights with respect to shares of such Company Stock.

(6) The Company or any Subsidiary shall not, by virtue of any provisions of this
Plan or by any action by any person hereunder, be deemed to be a trustee or
other fiduciary of any property for any Accountholder or any Beneficiary of an
Accountholder and the liabilities of the Company or of any Subsidiary to any
Accountholder or his Beneficiary pursuant to the Plan shall be those of a debtor
only pursuant to such contractual obligations as are created by the Plan, and no
such obligation of the Company or of any Subsidiary shall be deemed to be
secured by any pledge or other encumbrance on any property of the Company or of
any Subsidiary.

(7) Except to the extent of the rights of the Beneficiary of an Accountholder,
no benefit payable under, or interest in, the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any such attempted action shall be void; and no such
benefit or interest shall be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of any Accountholder, former
Accountholder or his Beneficiary. If any Accountholder, former Accountholder or
Beneficiary shall become bankrupt or shall attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge any benefit payable under, or
interest in, the Plan, then the Committee in its discretion may hold or apply
such benefit or interest or any part thereof to or for the benefit of such
Accountholder, former Accountholder, or his Beneficiary, his spouse, children,
blood relatives or other dependents, or any of them, in such manner and in such
proportions as the Committee may consider proper.

(8) The Company shall on its behalf and on behalf of its Subsidiaries withhold
from payment of distribution of the Awards the required amounts of income and
other taxes.

(9) No member of the Committee shall be eligible for an award under the Plan.

(10) All questions pertaining to the construction, regulation, validity and
effect of the Plan shall be determined in accordance with the laws of the State
of New York.


               8. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

Section 8.01. The Board may from time to time amend, suspend or terminate the
Plan in whole or in part, and, if suspended or terminated, may reinstate any of
or all of its provisions, except that without the consent of the Executive, or,
if he is not living, his Beneficiary, no amendment, suspension or termination of
the Plan shall be made which materially adversely affects his rights with
respect to awards previously made to him and except that the limitations set
forth in Section 3.01 with respect to the amount of awards which may be granted
under the Plan may be 


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increased only with the approval of a majority of the stockholders of the
Company present, in person or by proxy, at a meeting of such stockholders at
which a quorum is present. In the absence of action by the stockholders of the
Company, no awards shall be made under the Plan with respect to years after the
calendar year 2005 and the Plan shall automatically terminate after all Deferred
Awards made prior thereto shall have been paid or distributed. Notwithstanding
the foregoing, no amendment which is material for purposes of the shareholder
approval requirement of Section 162(m) of the Code shall be effective in the
absence of action by the stockholders of the Company.





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