UNION PACIFIC CORP (UNP)

Eric J. Gehringer EVP Operations cash

Elizabeth F. WhitedFormer President cash

Transition Agreement | Will transition from President to Strategic Advisor effective July 1, 2025, and remain a non-officer executive to advise on transition matters until February 28, 2026.; Will receive an annual base salary of $300,000 during the Transition Period.; Remains eligible to receive an annual bonus for the 2025 performance period, but will not be eligible for the annual bonus program for any calendar year following 2025.; Previously granted equity awards will remain outstanding and continue to vest in accordance with their existing terms.; Will not be eligible to receive new equity awards under the Company's equity incentive compensation program during the Transition Period.; Continues to participate in the Company's employee benefit plans.; Subject to compliance with the Transition Agreement, restrictive covenants, and the execution and non-revocation of a general release of claims.

Elizabeth F. Whited President cash

Eric J. Gehringer EVP Operations psu (6,776 target units, 1,694 threshold, 13,552 maximum, Grant FV $1,650,024)

Eric J. Gehringer EVP Operations option (Grant FV $1,100,061, Exercise $243.51)

Elizabeth F. WhitedFormer President psu (9,856 target units, 2,464 threshold, 19,712 maximum, Grant FV $2,400,035)

Elizabeth F. WhitedFormer President option (Grant FV $1,600,050, Exercise $243.51)