<PAGE> 1
As filed with the Securities and Exchange Commission on July 29,
1994
Registration No. 33-__________
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 or other jurisdiction I.R.S. employer
of incorporation or organization) Identification No.
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(Address of Principal Executive Offices) (Zip Code)
Union Pacific Motor Freight
Agreement Employee 401(k) Retirement
Thrift 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,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registra-
to be registered offering agregate tion fee
registered price per offering
share price
- ---------- ---------- --------- -------- ---------
<S> <C> <C> <C> <C>
Common Stock,
Par Value 10,000 $58.01 $580,100 $201
$2.50 Per Shares (1) (1)
Share
- ----------- ----------- ---------- --------- ----------
Thrift Plan (2) (2) (2) (2)
Interests
<FN>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457
solely for the purpose of calculating the registration fee,
based upon the average of the high and low sales price of
shares of Common Stock reported in the consolidated
reporting system as of July 25, 1994.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
Union Pacific Motor Freight Agreement Employee 401(k)
Retirement Thrift Plan. These securities have no offering
price and therefore, pursuant to Rule 457(h)(2), no separate
registration fee is required.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by Union Pacific
Corporation (the "Company") with the Securities and Exchange
Commission, are incorporated by reference in this Registration
Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act
of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a)
above.
(c) The description of the capital stock of the
Company (including the Common Stock of the
Company) contained in the Prospectus dated
January 29, 1988, forming a part of the
Company's Registration Statement on Form S-3
(File No. 33-19866).
All reports and other documents subsequently filed
by the Company or the Union Pacific Motor Freight
Agreement Employee 401(k) Retirement Thrift Plan (the "Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securi-
ties Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company 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
<PAGE> 3
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. The Company's By-
Laws provide for mandatory indemnification of its directors,
officers and employees in certain circumstances. The Company
maintains insurance on behalf of directors and officers
against liability asserted against them arising out of their
status as such.
The Company's Articles of Incorporation eliminate in
certain circumstances the personal liability of directors of
the Company 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 distribu-
tions) or (iv) an intentional violation of criminal law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed as part of this Registration
Statement are as follows:
Exhibit Number Exhibit
23 - Consent of Deloitte & Touche.
24 - Powers of Attorney.
The Registrant hereby undertakes to submit the Plan and
any amendment thereto to the Internal Revenue Service (the
"IRS") in a timely manner and to make all changes required by
the IRS in order to qualify the Plan under Section 401(a) of
the Internal Revenue Code of 1986, as amended.
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;
<PAGE> 4
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(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; and
(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 paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the
information required to be included in a post-
effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where
applicable, each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.
<PAGE> 5
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, Union Pacific Corporation 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 29th day of
July 1994.
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 on Form S-8 has been
signed below on this 29th day of July 1994, by the following
persons in the capacities indicated.
Signature Title
/s/ Drew Lewis Chairman of the Board,
Drew Lewis) Chief Executive Officer and Director
(Principal Executive Officer)
/s/ L. White Matthews Executive Vice President - Finance
(L. White Matthews, III) (Principal Financial Officer)
/s/ Charles E. Billnigsley Vice President and Controller
(Charles E. Billingsley) (Principal Accounting Officer)
<PAGE> 7
Robert P. Bauman Director )
Richard B. Cheney Director )
E. Virgil Conway 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
John R. Meyer Director ) as Attorney-in-Fact)
Thomas A. Reynolds, Jr. Director )
James D. Robinson, III Director )
Robert W. Roth Director )
Richard D. Simmons Director )
<PAGE> 8
Pursuant to the requirements of the Securities Act
of 1933, the trustees (or other persons who administer the
employee benefit plan) have 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 29th day of July 1994.
UNION PACIFIC MOTOR FREIGHT
AGREEMENT EMPLOYEE 401(k)RETIREMENT
THRIFT PLAN
By:/s/ Ursula F. Fairbairn
Ursula F. Fairbairn
Named Fiduciary - Plan
Administration/
Senior Vice President - Human
Resources of Union Pacific
Corporation
<PAGE> 9
INDEX TO EXHIBITS
Exhibit
Number Exhibit
23 - Consent of Deloitte & Touche.
24 - Powers of Attorney.
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
UNION PACIFIC CORPORATION:
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated January
20, 1994, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Union Pacific Corporation for
the year ended December 31, 1993.
DELOITTE & TOUCHE
New York, New York
July 29, 1994
<PAGE> 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, for use
in connection with the Union Pacific Motor Freight Agreement
Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Robert P. Bauman
ROBERT P. BAUMAN
<PAGE> 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, for use
in connection with the Union Pacific Motor Freight Agreement
Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Richard B. Cheney
RICHARD B. CHENEY
<PAGE> 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, for use
in connection with the Union Pacific Motor Freight Agreement
Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ E. Virgil Conway
E. VIRGIL CONWAY
<PAGE> 4
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, for use
in connection with the Union Pacific Motor Freight Agreement
Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Spencer F. Eccles
SPENCER F. ECCLES
<PAGE> 5
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, for use in connection with the Union Pacific Motor
Freight Agreement Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Elbridge T. Gerry, Jr.
ELBRIDGE T. GERRY, JR.
<PAGE> 6
POWER OF ATTORNEY
UNION PACIFIC CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that WILLIAM H. GRAY,
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, for use in connection with the Union Pacific Motor
Freight Agreement Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ William H. Gray, III
WILLIAM H. GRAY, III
<PAGE> 7
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, for use in connection with the Union Pacific Motor
Freight Agreement Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Judith Richards Hope
JUDITH RICHARDS HOPE
<PAGE> 8
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, for use
in connection with the Union Pacific Motor Freight Agreement
Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Lawrence M. Jones
LAWRENCE M. JONES
<PAGE> 9
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, for use
in connection with the Union Pacific Motor Freight Agreement
Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Richard J. Mahoney
RICHARD J. MAHONEY
<PAGE> 10
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, for use
in connection with the Union Pacific Motor Freight Agreement
Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Claudine B. Malone
CLAUDINE B. MALONE
<PAGE> 11
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, for use
in connection with the Union Pacific Motor Freight Agreement
Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ John R. Meyer
JOHN R. MEYER
<PAGE> 12
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, for use in connection with the Union Pacific Motor
Freight Agreement Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Thomas A. Reynolds, Jr.
THOMAS A. REYNOLDS
<PAGE> 13
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, for use in connection with the Union Pacific
Motor Freight Agreement Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ James D. Robinson, III
JAMES D. ROBINSON, III
<PAGE> 14
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, for use
in connection with the Union Pacific Motor Freight Agreement
Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Robert W. Roth
ROBERT W. ROTH
<PAGE> 15
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, for use
in connection with the Union Pacific Motor Freight Agreement
Employee 401(k) Retirement Thrift 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 29th day of April, 1993.
/s/ Richard D. Simmons
RICHARD D. SIMMONS
