Exhibit 10      


Amendments to the 1982 Stock Option and Restricted Stock Plan (the "1982
Plan"), the 1988 Stock Option and Restricted Stock Plan (the "1988 Plan") and
the 1993 Stock Option and Retention Stock Plan (the "1993 Plan") of Union
Pacific Corporation, Adopted Effective as of April 24, 1997.

                                                                               


1.  Paragraphs 5(c) and 6(b) of the 1982 Plan, Paragraphs 5(c) and 6(b) of the
1988 Plan and Paragraphs 6(c) and 7(b) of the 1993 Plan are amended to remove
the requirement that written notices be submitted to exercise stock options or
stock appreciation rights if such rights are in existence at time of exercise.

2.  Paragraph 5(h) (iv) of the 1982 Plan, Paragraph 5(h) (iv) of the 1988 Plan
and Paragraph 6(h) (iv) of the 1993 Plan are amended to add the following to
the end of each Paragraph:

"; provided, the Committee may provide for a longer exercise period, not to
exceed three (3) years from the date of such termination or, if later, three
years from the date the option becomes exercisable but not more than five
years after the date of such termination."

3.  Paragraph 8(c) of the 1993 Plan is amended to add the following to the end
of such Paragraph:

"In the case of incentive stock options granted after April 24, 1997, the
Committee may extend the period during which an incentive stock option may be
exercised as a non-qualified stock option to up to three (3) years from the
date of a termination not due to retirement, disability or gross misconduct
or, if later, three (3) years from the date the option becomes exercisable but
not more than five years after the date of such a termination."

4.  The second sentence of Paragraph 9(a) of the 1993 Plan is amended to add
the words "or in the next sentence" immediately following the words "as
provided in Section 9(c)."

5.  Paragraph 9(a) of the 1993 Plan is amended to add the following sentence
between the second and third sentences of such Paragraph:

"The Committee may determine in its sole discretion to waive any or all of
such restrictions prior to the end of the Restriction Period or the
satisfaction of any Vesting Condition."