Form of Stock Unit Agreement for Executives dated 2/5/09



 Exhibit 10(b) 
 STOCK UNIT AGREEMENT 
 Dated: February 5, 2009 
 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. 
 STOCK UNITS 
 1. GRANT OF
UNITS. The Company hereby awards to you the number of Stock Units shown on Exhibit A of this Agreement, each unit evidencing the right to receive, upon the terms and subject to the conditions set forth in this Agreement and the Plan,
(i) one share of Common Stock of the Company, $2.50 par value per share (“Common Stock”) and (ii) a payment in cash equal to the amount of dividends that would have been payable on one share of Common Stock (“Dividend
Equivalent Payments”). 
 2. RESTRICTION PERIOD. The restriction period shall be 48 months, commencing on the date hereof
and terminating on February 5, 2013, unless sooner terminated under provisions of the Plan (the “Restriction Period”). 
 3.
DIVIDEND EQUIVALENT RIGHTS. During the Restriction Period, unless otherwise determined by Compensation and Benefits Committee of the Company’s Board of Directors (the “Committee”), you shall be entitled to receive
Dividend Equivalent Payments. Such Dividend Equivalent Payments shall be made on the payment date established by the Board of Directors for the underlying dividend payments; provided, however, that if you have elected to defer receipt of the Stock
Units in accordance with the terms of the Deferred Compensation Plan of Union Pacific Corporation (the “Deferred Compensation Plan”), payment of such Dividend Equivalent Payments shall be made in accordance with the provisions of
Section 11 of the Plan. 
 4. RESTRICTIONS. (i) Except as provided in Section 9 of the Plan, you shall not be
entitled to delivery of the stock until the expiration of the Restriction Period; (ii) none of the Stock Units may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of; (iii) your right to receive Dividend
Equivalent Payments shall terminate without further obligation on the part of the Company at the earlier of your separation from service with the Company or a Subsidiary (as defined in the Plan), or at the end of the Restriction Period; and
(iv) all of the Stock Units shall be forfeited and all of your rights to such Stock Units and the right to receive Common Stock shall terminate without further obligation on the part of the Company 








 
unless you remain in the continuous employment of the Company or a Subsidiary, as defined in the Plan, for the entire Restriction Period, except as provided
by Section 9 of the Plan. 
 5. PAYMENT OF STOCK UNITS. At the end of the Restriction Period or at such earlier time as
provided for in Sections 9(c), 9(d) or 9(f) of the Plan, and subject to Section 6 hereof, shares of Common Stock equal to the number of Stock Units shall be delivered to you (through your account at the Company’s third party stock plan
administrator, if applicable) or your beneficiary or estate, as the case may be, free of all restrictions in accordance with Section 9(f) of the Plan. 
 6. DEFERRAL. You may elect to defer receipt of payment of shares underlying the Stock Units pursuant to the terms of, and in accordance with the provisions of, the Deferred Compensation Plan. If you do
so elect to defer payment of shares underlying the Stock Units, such payments will be made in accordance with the Deferred Compensation Plan. 
 7. WITHHOLDING. Upon payment of the Stock Units, you must arrange for the payment to the Company (through the Company’s third party stock plan administrator, if applicable) of all applicable withholding taxes resulting
therefrom promptly after notification of the amount thereof. You may elect to have shares withheld to pay withholding taxes if a proper election to pay withholding taxes in this manner is made. 
 8. SUBJECT TO PLAN. The award confirmed by this Agreement is subject to the terms and conditions of the Plan, as the same may be amended
from time to time in accordance with Section 19 thereof. 
 PROTECTION OF CONFIDENTIALITY 
 9. CONFIDENTIAL INFORMATION; TRADE SECRETS. By electronically accepting this Agreement, you acknowledge that the Company regards certain
information relating to its business and operations as confidential. This includes all information that the Company could reasonably be expected to keep confidential and whose disclosure to third parties would likely be disparaging or detrimental to
the Company (“Confidential Information”). Your electronic signature also acknowledges that the Company has certain information that derives economic value from not being known to the general public or to others who could obtain economic
value from its disclosure or use, which the Company takes reasonable efforts to protect the secrecy of (“Trade Secrets”). 
 10.
TYPES OF CONFIDENTIAL INFORMATION OR TRADE SECRETS. By electronically accepting this Agreement, you acknowledge that you developed or have had or will have access to one or more of the following types of Confidential Information or
Trade Secrets: information about rates or costs; customer or supplier agreements and negotiations; business opportunities; scheduling and delivery methods; business and marketing plans; financial information or plans; communications within the
attorney-client privilege or other privileges; 

  

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operating procedures and methods; construction methods and plans; proprietary computer systems design, programming or software; strategic plans; succession
plans; proprietary company training programs; employee performance, compensation or benefits; negotiations or strategies relating to collective bargaining agreements and/or labor disputes; and internal or external claims or complaints regarding
personal injuries, employment laws or policies, environmental protection, or hazardous materials. By electronically accepting this Agreement, you agree that any disclosures by you to any third party of such Confidential Information or Trade Secrets
would constitute gross misconduct within the meaning of the Plan. 
 11. PRIOR CONSENT REQUIRED. By electronically accepting
this Agreement, you agree that you will not, unless you receive prior consent from the Company’s Senior Vice President, Human Resources & Secretary or such other person designated by the Company (hereinafter collectively referred to as
the “Sr. VP-HR & S”), or unless ordered by a court or government agency, (i) disclose to any subsequent employer or unauthorized person any Confidential Information or Trade Secrets, or (ii) retain or take with you when
you leave the Company any property of the Company or any documents (including any electronic or computer records) relating to any Confidential Information or Trade Secrets. 
 12. PRIOR NOTICE OF EMPLOYMENT, ETC. By electronically accepting this Agreement, you acknowledge that if you become an employee,
contractor, or consultant for any other railroad, this would create a substantial risk that you would, intentionally or unintentionally, disclose or rely upon the Company’s Confidential Information or Trade Secrets for the benefit of the other
railroad to the detriment of the Company. You further acknowledge that such disclosures would be particularly damaging if made shortly after you leave the Company. Therefore, by electronically accepting this Agreement, you agree that for a period of
one-year after you leave the Company, before accepting any employment or affiliation with another railroad you will give written notice to the Sr. VP-HR & S of your intention to accept such employment or affiliation. You also agree to
confer in good faith with the Sr. VP-HR & S concerning whether your proposed employment or affiliation could reasonably be expected to be performed without improper disclosure of Confidential Information or Trade Secrets. If the Sr.
VP-HR & S and you are unable to reach agreement on this issue, you agree to submit this issue to arbitration, to be conducted under the rules of the American Arbitration Association, for final resolution. You also agree that you will not
begin to work for another railroad until the Sr. VP-HR & S or an arbitrator has determined that such employment could reasonably be expected to be performed without improper disclosure of the Company’s Confidential Information or Trade
Secrets. 
 13. FAILURE TO COMPLY. By electronically accepting this Agreement, you agree that, if you fail to comply with any
of the promises that you made in Section 11 or 12 

  

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above, you will return to the Company any shares of Common Stock (or the market value of any shares of Common Stock received) which you received at any time
from 180 days prior to the earlier of (i) the date when you leave the Company or (ii) the date you fail to comply with any such promise you made in Section 11 or 12 to 180 days after the date when the Company learns that you have not
complied with any such promise. You agree that you will return such shares of Common Stock to the Company on such terms and conditions as may be required by the Company. You further agree that the Company will be entitled to set off the market value
of any such shares of Common Stock against any amount that might be owed to you by the Company. 
 NO DIRECT COMPETITION

 14. SOLICITATION OF CUSTOMERS; NO EMPLOYMENT WITH WESTERN ROADS. By electronically accepting this Agreement, you
agree that for a period of one year following your departure from the Company, you will not (directly or in association with others) call on or solicit the business of any of the Company’s customers with whom you actually did business or
otherwise had personal contact while you were employed by the Company, for the purpose of providing the customers with goods and/or services similar in nature to those provided by the Company in the states in which the Company now operates. You
further agree that for the same time period, you will not become an employee, contractor or consultant for any of the following companies, which compete directly with the Company: Burlington Northern Santa Fe Corporation; Kansas City Southern
Industries, Inc.; Dakota, Minnesota & Eastern Railway Company; Illinois Central Corporation; and Texas Mexican Railway Company (including their respective affiliates and subsidiaries or any company which acquires or is acquired by any such
company) (the “Western Roads”). This Section 14 is not intended to prevent you from working for any employer other than a Western Road. This Section does not apply to employees who work in California at the time when this Agreement is
electronically signed or when their employment with the Company ends. 
 15. ACKNOWLEDGMENT; INJUNCTIVE RELIEF. By
electronically accepting this Agreement, you acknowledge that Section 14 will not prevent you from being gainfully employed after you leave the Company, because you will remain free to work in any occupation, profession, trade, or business so
long as you comply with your promises in Section 14. You also agree that because money damages would not be adequate to compensate the Company if you violate any of your promises in Section 14, the Company would be entitled to an
injunction from a Court to enforce those promises. 
 16. VIOLATION OF PROMISES. By electronically accepting this Agreement,
you agree that if you violate any of your promises in Section 14, then you will return to the Company any shares of Common Stock (or the fair market value thereof) granted to you by this Agreement which you received at any time from 180 days
prior to the date when you leave the 

  

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Company to 180 days after the date when the Company learns that you have not complied with the promises you made in Section 14. You agree that you will
return such shares of Common Stock (or the fair market value thereof) to the Company on such terms and conditions as may be required by the Company. You further agree that the Company will be entitled to set off the market value of any such shares
of Common Stock against any amount that might be owed to you by the Company. 
 GENERAL 
 17. SEVERABILITY. If any provision of this Agreement is, becomes, or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Company, it shall be stricken and the remainder of the Agreement shall remain in force and effect.

 18. CHOICE OF LAW. All questions pertaining to the construction, regulation, validity, and effect of this Agreement shall be
determined in accordance with the laws of the State of Utah, without regard to the conflict of laws doctrine. 
 19. EMPLOYMENT AT
WILL. In accordance with Section 21(a) of the Plan, this Agreement shall not be construed to confer upon any person any right to be continued in the employ of the Company or a Subsidiary. 
  
  
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