Union Pacific 2005 Annual Report Download - page 89

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4(a) Indenture, dated as of December 20, 1996, between UPC and Citibank, N.A., as Trustee, is
incorporated herein by reference to Exhibit 4.1 to UPC’s Registration Statement on Form
S-3 (No. 333-18345).
4(b) Indenture, dated as of April 1, 1999, between UPC and JP Morgan Chase Bank, formerly
The Chase Manhattan Bank, as Trustee, is incorporated herein by reference to Exhibit 4.2
to UPC’s Registration Statement on Form S-3 (No. 333-75989).
4(c) Form of Debt Security is incorporated herein by reference to Exhibit 4.3 to UPC’s
Registration Statement on Form S-3 (No. 33-59323).
Certain instruments evidencing long-term indebtedness of UPC are not filed as exhibits
because the total amount of securities authorized under any single such instrument does
not exceed 10% of the Corporation’s total consolidated assets. UPC agrees to furnish the
Commission with a copy of any such instrument upon request by the Commission.
10(h) Amended and Restated Registration Rights Agreement, dated as of July 12, 1996, among
UPC, UP Holding Company, Inc., Union Pacific Merger Co. and Southern Pacific Rail
Corporation (SP) is incorporated herein by reference to Annex J to the Joint Proxy
Statement/Prospectus included in Post-Effective Amendment No. 2 to UPC’s Registration
Statement on Form S-4 (No. 33-64707).
10(i) Agreement, dated September 25, 1995, among UPC, UPRR, Missouri Pacific Railroad
Company (MPRR), SP, Southern Pacific Transportation Company (SPT), The Denver &
Rio Grande Western Railroad Company (D&RGW), St. Louis Southwestern Railway
Company (SLSRC) and SPCSL Corp. (SPCSL), on the one hand, and Burlington Northern
Railroad Company (BN) and The Atchison, Topeka and Santa Fe Railway Company (Santa
Fe), on the other hand, is incorporated by reference to Exhibit 10.11 to UPC’s Registration
Statement on Form S-4 (No. 33-64707).
10(j) Supplemental Agreement, dated November 18, 1995, between UPC, UPRR, MPRR, SP,
SPT, D&RGW, SLSRC and SPCSL, on the one hand, and BN and Santa Fe, on the other
hand, is incorporated herein by reference to Exhibit 10.12 to UPC’s Registration Statement
on Form S-4 (No. 33-64707).
10(k) UPC 2001 Stock Incentive Plan, dated April 20, 2001, is incorporated herein by reference
to Exhibit 99 to UPC’s Current Report on Form 8-K dated March 8, 2001.
10(l) UPC 2004 Stock Incentive Plan, effective as of April 16, 2004, is incorporated herein by
reference to Exhibit 10 to UPC’s Current Report on Form 8-K dated March 10, 2004.
10(m) UP Shares Stock Option Plan of UPC, effective April 30, 1998, is incorporated herein by
reference to Exhibit 4.3 to UPC’s Registration Statement on Form S-8 (No. 333-57958).
10(n) The Executive Incentive Plan of UPC, as amended May 31, 2001, is incorporated herein by
reference to Exhibit 10(b) to the Corporation’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001.
10(o) Written Description of Premium Exchange Program Pursuant to 1993 Stock Option and
Retention Stock Plan of UPC is incorporated herein by reference to Exhibit 10(b) to the
Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.
10(p) The 1993 Stock Option and Retention Stock Plan of UPC, as amended May 30, 2002, is
incorporated herein by reference to Exhibit 10(b) to the Corporation’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2002.
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