Grant of Option. ​ grants the Participant the right and option (the “Option”) to purchase all or any part of an aggregate of the number of shares of Common Stock specified in the grant summary, at the Option purchase price specified in the grant summary (which shall be 100% of the Fair Market Value of the Common Stock on the date the award is granted). The Option shall be subject to the terms and conditions in this Agreement and in the Plan. Capitalized terms not defined in this Agreement shall have the meaning ascribed to such terms in the Plan. The Participant acknowledges receipt of a copy of the Plan and the Plan Prospectus. The grant date is the date specified in the individual grant summary (the “Grant Date”). The Option terminates at the close of business ten (10) years from the Grant Date unless terminated at an earlier time in accordance with this Agreement or the Plan. The Option is not intended to be an Incentive Stock Option within the meaning of Section 422 of the Code.

Grant of Option. In accordance with and subject to the terms and conditions of # the Plan, and # this Agreement, the Company hereby grants to the Grantee a non-qualified stock option (the “Option”) to purchase the number of shares of Stock set forth in [Schedule 1] attached hereto ("[Schedule 1]"), at the Option Price per share set forth in [Schedule 1].

Grant of Option. Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the [[Organization A:Organization]] has granted the [[Person A:Person]] the number of Options set forth in the Award Letter.

Grant of Option. ​, ​ (the “Company”), hereby grants to ​ (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the ​ 2008 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

Grant of Option. Each person who is an Eligible Employee on the Date of Grant shall be granted an option for the Offering Period (the “Option”). Such Option will be for the number of whole shares of Common Stock to be determined by # dividing # such Eligible Employee’s annual rate of compensation as of the day prior to the Date of Grant (as determined by the payroll records of the Participating Subsidiary that employs such Eligible Employee) by # the total compensation for all Eligible Employees as of the day prior to the Date of Grant; and # multiplying the quotient calculated in # above by # the total number of shares made available for grant by the Administrator during the Offering Period. The number of shares made available for grant shall, during the first Offering Period that this Plan is in effect, be the number determined by the Administrator. For each Offering Period thereafter, the number of shares made available shall be the sum of # the shares specifically designated to be made available by the Administrator; and # the total number of shares made available during all prior Offering Periods which are not purchased by Eligible Employees during prior Offering Periods. The fair market value of a share of the Company’s Common Stock shall be determined as provided in Section 7 below.

GLOBAL SETTLEMENT AND ABSOLUTE RELEASE AGREEMENT – PAGE 5

Grant of Option. The Company grants to the Employee an option to purchase, on the terms and conditions stated herein, the number of shares specified above (the "Option Shares") of the Company's Common Stock, par value $0.32 per share (“Common Stock”) at the Option Price specified above.

Union Pacific Corporation (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) a nonqualified stock option (the “Option”) to purchase up to the number of shares of the Company’s common stock (the “Common Stock”), set forth in the Grant Notice. The exercise price per share and the other terms and conditions of the Option are set forth in the Grant Notice, these Standard Terms and Conditions (as amended from time to time), and the Plan. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

2.1Grant of Option. In consideration of the Optionee’s past and/or continued employment with or service to the Company or any Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Optionee the Option to purchase any part or all of the aggregate number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Option Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

[[Organization A:Organization]] (the “Company”) has granted, pursuant to the [[Organization A:Organization]] 2022 Equity Incentive Compensation Plan (the “Plan”), to the Participant named in the Notice of Grant of Nonqualified Stock Option (the “Grant Notice”) to which this Nonqualified Stock Option Agreement is attached (together with the Grant Notice, this “Agreement”) an Option to purchase the number of Common Shares set forth in the Grant Notice, subject to the terms and conditions set forth in this Agreement.