SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Utah 13-2626465
(State of incorporation) (I.R.S. employer
identification number)
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(Address of principal executive offices) (zip code)
Union Pacific Corporation/
Chicago and North Western Transportation Company
1995 Stock Option Plan
(Full title of plan)
RICHARD J. RESSLER, ESQ.
Assistant General Counsel
Union Pacific Corporation
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(610) 861-3200
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
securities to be maximum maximum of
to be registered offering aggregate registra-
registered price offering tion fee
per share* price*
- --------- ---------- --------- ---------- ---------
Common 1,000,000 $54.31 $54,310,000 $18,728
Stock, shares
$2.50 par
value
*Estimated pursuant to Rule 457 under the Securities Act of
1933, as amended, solely for the purpose of computing the
registration fee.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Union Pacific Corporation ("Union Pacific") incorporates herein by
reference the following documents as filed with the Commission:
(a) Annual Report on Form 10-K of Union Pacific for the fiscal
year ended December 31, 1994;
(b) All other reports filed by Union Pacific pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
since the end of the fiscal year covered by the Annual Report referred to
in (a) above; and
(c) Description of capital stock (including the Common Stock)
contained in the Prospectus, dated January 29, 1988, forming a part
of Union Pacific's Registration Statement on Form S-3 (File No.
33-19866).
All documents subsequently filed by Union Pacific pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing
such documents.
The consolidated financial statements incorporated in this
Registration Statement by reference from Union Pacific's Annual Report
on Form 10-K for the year ended December 31, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report
which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
An opinion stating that the shares of Common Stock registered
hereunder, when sold, will be validly issued, fully paid and non-
assessable in accordance with Utah law has been rendered to Union
Pacific on April 12, 1995 by Richard J. Ressler, Assistant General
Counsel of Union Pacific. Mr. Ressler owns approximately 5,810 shares
of Common Stock, including retention and restricted shares granted under
Union Pacific's 1993 Stock Option and Retention Stock Plan and 1990
Retention Stock Plan, and holds options to purchase 47,350 additional
shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Union Pacific is a Utah corporation. Section 16-10a-901 et seq. of
the Revised Business Corporation Act of Utah grants to a corporation the
power and in certain cases requires corporations to indemnify a person
made a party to a lawsuit or other proceeding because such person is or
was a director or officer. A corporation is further empowered to
purchase insurance on behalf of any person who is or was a director or
officer against any liability asserted against him or her and incurred
by him or her in such capacity or arising out of his or her status as
such capacity. Union Pacific's By-Laws provide for mandatory
indemnification of its directors, officers and employees in certain
circumstances. Union Pacific maintains insurance on behalf of directors
and officers against liability asserted against them arising out of their
status as directors and officers.
Union Pacific's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of Union Pacific for
monetary damages for a breach of their fiduciary duty as directors. This
provision does not eliminate the liability of a director for (1) the
amount of a financial benefit received by a director to which he is not
entitled, (ii) an intentional infliction of harm on the corporation or
the shareholders, (iii) a violation of Section 16-10a-842 of the Revised
Business Corporation Act of Utah (relating to the liability of directors
for unlawful distributions) or (iv) an intentional violation of criminal
law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling Union Pacific pursuant to statute, its By-laws, or otherwise,
Union Pacific has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5 - Opinion of Richard J. Ressler, Esq.
23(a) - Consent of Deloitte & Touche LLP.
23(b) - Consent of Richard J. Ressler, Esq.(included
in Exhibit 5 above).
24 - Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(i)(3) of the Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(ii) above do not apply if the registration statement
is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Union
Pacific certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bethlehem, Commonwealth of
Pennsylvania, on this 6th day of April, 1995.
UNION PACIFIC CORPORATION
By /s/ L. White Matthews, III
L. White Matthews, III
Executive Vice President -
Finance
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on this 6th day of April,
1995, by the following persons in the capacities indicated.
Signature Title
/s/ Drew Lewis Chairman of the Board, President,
(Drew Lewis) Chief Executive Officer and
Director (Principal Executive
Officer)
/s/ L. White Matthews, III Executive Vice President -
(L. White Matthews, III) Finance and Director (Principal
Financial Officer)
/s/ Charles E. Billingsley Vice President and Controller
(Charles E. Billingsley) (Principal Accounting Officer)
Robert P. Bauman Director )
Richard B. Cheney Director )
E. Virgil Conway Director )
Richard K. Davidson Director )
Spencer F. Eccles Director )
Elbridge T. Gerry, Jr. Director )
William H. Gray, III Director )
Judith Richards Hope Director )
Lawrence M. Jones Director )
Richard J. Mahoney Director ) By: /s/ Thomas E. Whitaker
Claudine B. Malone Director ) (Thomas E. Whitaker
Jack L. Messman Director ) as Attorney-in-Fact)
John R. Meyer Director )
Thomas A. Reynolds, Jr. Director )
James D. Robinson, III Director )
Robert W. Roth Director )
Richard D. Simmons Director )
INDEX TO EXHIBITS
Exhibit
Number
5 - Opinion of Richard J. Ressler, Esq.
23 (a) - Consent of Deloitte & Touche LLP.
23 (b) - Consent of Richard J. Ressler, Esq.
(included in Exhibit 5 above).
24 - Powers of Attorney.
EXHIBIT 5
April 12, 1995
Union Pacific Corporation
Eighth and Eaton Avenues
Bethlehem, PA 18018
Re: Registration Statement on Form S-8
Dear Sirs:
As Assistant General Counsel of Union Pacific Corporation, a Utah
corporation (the "Corporation"), I am familiar with the registration
under the Securities Act of 1933, as amended (the "Act"), of 1,000,000
shares of the common stock, $2.50 par value per share, of the Corporation
("Common Stock"), issuable or deliverable by the Corporation upon the
exercise of options to be granted under the Union Pacific
Corporation/Chicago and North Western Transportation Company 1995 Stock
Option Plan (the "Plan").
In connection therewith, I have participated in the preparation of
the Registration Statement on Form S-8 relating to the registration under
the Act of the above-mentioned 1,000,000 shares of Common Stock, which
is being filed this date with the Securities and Exchange Commission, and
I have supervised and am familiar with all corporate proceedings taken to
date in connection with the authorization and approval of the Plan.
I have examined and relied upon originals or copies, certified or
otherwise authenticated To my satisfaction, of all corporate records,
documents, agreements or other instruments of the Corporation and have
made such investigation of law as I have deemed necessary or appropriate
as a basis for the opinions hereinafter expressed.
Based upon the foregoing, I am of the opinion that:
The 1,000,000 shares of Common Stock offered under
the Plan pursuant to options to be granted under
the Plan when issued and sold pursuant to the exercise
of options and for the consideration contemplated by
such Plan, will be duly authorized, validly issued, fully
paid and non-assessable.
I hereby consent to the reference made to me in the Registration
Statement on Form S-8 filed the date hereof and to the filing of this
opinion as Exhibit 5 to such Registration Statement.
Very truly yours,
/s/Richard J. Ressler
RJR/MLJ:nr
Richard J. Ressler, Esq.
Assistant General Counsel
Union Pacific Corporation
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Union Pacific Corporation on Form S-8 of our report dated
January 19, 1995, incorporated by reference in the Annual Report on Form
10-K of Union Pacific Corporation for the year ended December 31, 1994
and to the reference to us as "Experts" in this Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
April 12, 1995
EXHIBIT 23(b)
CONSENT OF RICHARD J. RESSLER
The consent of Richard J. Ressler to the reference to him in this
Registration Statement on Form S-8 relating to the Union Pacific
Corporation/Chicago and North Western Transportation Company 1995 Stock
Option Plan and to the filing of a copy of his opinion as Exhibit 5 to
the Registration Statement is contained in such opinion.
1 EXHIBIT 24 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that ROBERT P. BAUMAN, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Robert P. Bauman ROBERT P. BAUMAN
2 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that RICHARD B. CHENEY, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Richard B. Cheney RICHARD B. CHENEY
3 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that E. VIRGIL CONWAY, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ E. Virgil Conway E. VIRGIL CONWAY
4 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that RICHARD K. DAVIDSON, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Richard K. Davidson RICHARD K. DAVIDSON
5 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that SPENCER F. ECCLES, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Spencer F. Eccles SPENCER F. ECCLES
6 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that ELBRIDGE T. GERRY, JR., a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Elbridge T. Gerry, Jr. ELBRIDGE T. GERRY, JR.
7 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that WILLIAM H. GRAY, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ William H. Gray, III WILLIAM H. GRAY, III
8 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that JUDITH RICHARDS HOPE, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Judith Richards Hope JUDITH RICHARDS HOPE
9 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that LAWRENCE M. JONES, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Lawrence M. Jones LAWRENCE M. JONES
10 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that RICHARD J. MAHONEY, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Richard J. Mahoney RICHARD J. MAHONEY
11 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that CLAUDINE B. MALONE, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Claudine B. Malone CLAUDINE B. MALONE
12 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that JACK L. MESSMAN, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Jack L. Messman JACK L. MESSMAN
13 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that JOHN R. MEYER, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ John R. Meyer JOHN R. MEYER
14 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that THOMAS A. REYNOLDS, JR., a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Thomas A. Reynolds, Jr. THOMAS A. REYNOLDS, JR.
15 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that JAMES D. ROBINSON, III, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ James D. Robinson, III JAMES D. ROBINSON, III
16 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that ROBERT W. ROTH, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Robert W. Roth ROBERT W. ROTH
17 POWER OF ATTORNEY UNION PACIFIC CORPORATION KNOW ALL MEN BY THESE PRESENTS, that RICHARD D. SIMMONS, a Director of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true and lawful attorney, each with power to act without the other and full power of substitution, to execute, deliver and file, for and on his behalf, and in his name and in his capacity as a Director, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof or supplemental or amendatory thereto, with respect to the issuance of shares of Common Stock of Union Pacific Corporation for use in connection with the Union Pacific Corporation/Chicago and North Western Transportation Company 1995 Stock Option Plan, hereby granting to such attorneys and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in his capacity as a Director, hereby ratifying and confirming all acts and things which such attorney or attorneys may do or cause to be done by virtue of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of April, 1995. /s/ Richard D. Simmons RICHARD D. SIMMONS g:\mlj\93edgarc.mjd