COVER

                     (LOGO - UNION PACIFIC CORPORATION)


                         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



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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
   

                              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.

"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 

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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 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.


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                       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 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:

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      (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.

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.

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                            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.

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 

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      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 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  The provisions of Sections 6.01, 6.02, and 6.03 shall be subject
to provisions to 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.

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(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.

(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 increased only with the 

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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.