Charitable Contribution Plan

EXHIBIT 10(z)


UNION PACIFIC CORPORATION


BOARD OF DIRECTORS' CHARITABLE CONTRIBUTION PLAN


PURPOSE


. The purpose of the Plan is to provide the Corporation and the Board of
Directors an opportunity to jointly provide substantial future contributions
to select charitable organizations, including the Union Pacific Foundation.


ELIGIBILITY


. All current Directors of Union Pacific Corporation are eligible to
participate in the Union Pacific Corporation Board of Directors' Charitable
Contribution Plan. Persons who are elected to the Corporation's Board of
Directors after September 29, 1988, the date of adoption of the Plan, will
become eligible upon election.


. Former Directors of the Corporation will continue to participate in the Plan
after ceasing service as a Director. However, former Directors, whose service
ceased prior to September 29, 1988, shall not be eligible to participate in
the Plan.


VESTING


. Directors will be fully vested in the Plan upon the completion of sixty full
months of service as a Director. Directors who are fully vested may recommend
a $500,000 charitable donation, while charitable donations on behalf of
Directors who have served for less than sixty months will be disbursed as
follows:


AMOUNT TO AMOUNT TO
RECOMMENDED EXTERNAL MONTHS OF SERVICE UNION PACIFIC FOUNDATION CHARITY(IES)
Less than 12 $900,000 $100,000
12-35 800,000 200,000
36-47 700,000 300,000
48-59 600,000 400,000
60 or more 500,000 500,000


. Service as a Director prior to September 29, 1988, the date of the adoption
of the Plan, shall be considered as eligible service for purposes of
computing the sixty month vesting period.


CHARITABLE CONTRIBUTION


. The Corporation will contribute to the Union Pacific Foundation and the
charity(ies) recommended by the Director $1,000,000 in the Director's name.
The division of the contribution between the Union Pacific Foundation and the
charity(ies) recommended by the Director will be determined in accordance
with the above vesting schedule.


. The charitable contribution will be made subsequent to the participant's
death, but in no event any later than ten years following the participant's
death.


RECOMMENDATION OF CHARITABLE BENEFICIARY


. Each Director must complete a Charitable/Non-Profit Organization
----------------------------------
Recommendation Form (Attachment A).
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. Each Director may recommend one or more charities to receive up to $500,000.
However, no more than two charities may be recommended by any one Director,
and the amount of the recommended contribution must be not less than $100,000
to any one charity. ...