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                                                                 EXHIBIT 10(t)


                      EXECUTIVE LIFE INSURANCE PLAN OF UPC

                    PLAN DESCRIPTION AND CENSUS INFORMATION


                           
Eligibility              Employees who are Salary Grade 24 and above; are on
                         the payroll as of December 31 of the year in which
                         they become eligible, and are employed by one of the
                         following Union Pacific Operating Companies:

                         - Union Pacific Corporation
                         - Union Pacific Railroad
                         - Union Pacific Technologies

Effective Date           January 1

Plan Year                January 1 - December 31

Core Group Benefit       $50,000 which remains in effect until retirement
Under Flex Plan

Optional Group Benefit   Employees can also purchase up to six times base 
Under Flex Plan          salary under the Union Pacific Flexible Benefits
                         Plan.

Post-Retirement Group    None
Benefit Under Flex Plan

Executive Life Insurance PRE-RETIREMENT: The death benefit is two times salary. 
Plan Death Benefit       The targeted death benefit may or may not be equal to
                         2 times salary of those executives entering the plan 
                         over 62 years of age.

                         POST-RETIREMENT: The target death benefit is one half
                         of final salary at retirement. The actual death 
                         benefit may vary based on:

                         -    The performance of the contract;

                         -    The continuous participation in the program by the
                              Executive;

                         -    Any loans or withdrawals taken by the executive 
                              against the assets of the contract;
                         
                         -    The contractual limits of the contract; and

                         -    Failure to pass any evidence of insurability.

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     October, 1997




                         
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                                                                      Section 1
                                                               Plan Description

COST TO EXECUTIVE            Union Pacific, at its discretion, will grant a
                             bonus to each Executive covered under the Plan in
                             an  amount equal to or less than the annual
                             premium for the Executive's benefit. To
                             participate in the plan, the Executive must
                             authorize Union Pacific to pay that amount
                             directly to Connecticut General in December of
                             each year. Since that bonus will be considered
                             compensation, the Executive will be notified of
                             the amount, and the appropriate Federal
                             withholding and other payroll taxes will be 
                             deducted from the Executive's December
                             compensation or any cash payment made under the
                             Union Pacific Executive Compensation Plan for the
                             Executive.

INSURANCE POLICY             The Executive will receive an individual universal
                             life policy issued by Connecticut General Life
                             Insurance Company.  This policy is Form Number
                             LN502 and has been approved by the Pennsylvania
                             Department of Insurance.

POLICY OWNER                 The executive will be the sole Owner of the policy
                             and will be able to exercise all policy rights 
                             including the rights to borrow or surrender the 
                             policy.

                             If the Executive surrenders this policy, takes
                             loans, or withdrawals or discontinues
                             participation in this program while he is an
                             employee, future bonuses will be frozen at the
                             prior year level.

                             If the Executive reenters the Plan, an actuarial
                             adjustment will be made to future bonuses and
                             evidence of insurability will be required.  If the
                             Executive wishes to transfer Ownership of the
                             policy to another person or entity, refer to
                             Section 6, Ongoing Business Forms.

BENEFICIARY                  The Executive (or the policy Owner if different)
                             has the right to name the beneficiary of the
                             proceeds (see Section 6, Ongoing Business Forms).

SALARY INCREASES             Assuming continued participation in the Plan, each
                             year before an Executive retires, the death 
                             benefit will be increased on the next plan
                             anniversary based on the increase in the
                             Executive's salary as of August 16 of the prior
                             year.



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                                                                       Section 1
                                                                Plan Description

EVIDENCE OF INSURABILITY               No evidence of insurability will be
                                       required for an Executive meeting the
                                       following criteria:

                                  o    Actively-at-Work (for initial coverage
                                       and annual increases)
  
                                  o    Under age 61 as of the Plan anniversary
                                       with basic initial benefit up to 
                                       $1 million.

                                  o    Future annual increases in death benefit
                                       equal to annual salary increase up to a
                                       maximum 10% per plan year.

                                  o    One time promotion increase up to
                                       $100,000 (promotions must be certified by
                                       Union Pacific)

                                  In all other circumstances, medical 
                                  information may be required. In addition, when
                                  all insurance coverage in force on an
                                  Executive reaches Connecticut General's
                                  retention limit (currently $3 million),
                                  evidence of insurability may be required for
                                  ANY increase in coverage even if it is within
                                  the limits described above.

TERMINATION OF PARTICIPATION      If an Executive voluntarily surrenders the
WHILE ACTIVELY EMPLOYED           policy or terminates participation in the
                                  Plan, future participation in the Plan will be
                                  subject to evidence of insurability.

TERMINATION OF EMPLOYMENT         An Executive terminating employment with
                                  Union Pacific may keep the policy in force,
                                  modify it, or terminate it. Future premiums
                                  may be required to keep the policy in force
                                  and will be the responsibility of the
                                  Executive. Premiums must be paid directly to
                                  Connecticut General Life Insurance Company on
                                  an annual basis.

                                  After termination of an Executive's employment
                                  with Union Pacific, increases in death benefit
                                  will no longer be available without evidence
                                  of insurability.

          
          
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AFTER RETIREMENT                   The retired Executive retains the policy 
                                   after retirement. At the time of retirement
                                   UPC will use the current interest rate to
                                   illustrate and fund the death benefit amount
                                   according to the post-retirement benefit
                                   described above. In the event the retiring
                                   participant chooses to carry insurance above
                                   the level provided by Union Pacific and at
                                   any time up to age 62 causes the policy to
                                   lapse for any reason, Union Pacific shall be
                                   notified and further contributions on behalf
                                   of the participant shall cease. If the
                                   retired executive surrenders this policy,
                                   future bonus payments will cease. 

ADDITIONAL INSURANCE               Connecticut General's Corporate Universal 
                                   Life policy is not available to the general
                                   public. However, Executives participating 
                                   in the Executive Life Insurance Program 
                                   may apply for additional coverage,
                                   subject to evidence of insurability. Any
                                   additional coverage will be provided under a
                                   separate policy, and the premiums will be
                                   paid by the Executive. Anyone interested in
                                   applying for additional coverage should
                                   contact Jonathan Kraiza at Connecticut
                                   General.

DEFINITION OF TERMS                SALARY: For purposes of determining the
                                   death benefit under this program, base
                                   salary will be defined as the Executive's
                                   salary on August 16 of the prior calendar
                                   year as defined under the Union Pacific
                                   Flexible Benefits Plan.

                                   ANNUAL PREMIUM: For participants entering
                                   the Executive Life Insurance Program prior
                                   to age 62, the annual premium will be an
                                   amount determined by Connecticut General to
                                   be sufficient to realize the target death
                                   benefit. For participants entering the
                                   Executive Life Insurance Program on or after
                                   age 62, the annual premium will be
                                   determined as if the participant was one day
                                   less than age 62. This annual premium may or
                                   may not be sufficient to realize the target
                                   death benefit of two times salary.

                                   AGE: Age will be determined according to the
                                   age at the Executive's nearest birthday on
                                   the effective date of coverage.

                                   ACTIVELY-AT-WORK: Actively-at-Work is
                                   defined as "performing all duties of the
                                   position on a full-time basis for not less
                                   than 35 hours per week and not absent from
                                   work due to accident, illness, or other
                                   condition for more than any three days of
                                   the 90 days prior to first becoming eligible
                                   to participate in the Executive Life
                                   Insurance Program.



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