<PAGE> 1
As filed with the Securities and Exchange Commission on February 15, 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 of incorporation I.R.S. employer identification
or organization) No.
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(Address of Principal Executive Offices) (Zip Code)
USPCI, Inc.
Savings Plan
(Full title of plan)
RICHARD J. RESSLER, ESQ.
Assistant General Counsel
UNION PACIFIC CORPORATION
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(215) 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 aggregate tion fee
registered price per offering
share price
___________ ___________ ____________ __________ ___________
<S> <C> <C> <C> <C>
Common Stock,
Par Value 50,000 $61.375 $3,068,750 $1,059
$2.50 Per Shares ( 1 ) ( 1 )
Share
Plan Interests ( 2 ) ( 2 ) ( 2 ) ( 2 )
<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
reported high and low sales price of shares of Common Stock on February
10, 1994.
(2) In addition, 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 USPCI, Inc. Savings 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" or the "Registrant") 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, 1992.
(b) The USPCI, Inc. Savings Plan Annual Report on
Form 11-K for the fiscal year ended December 31,
1992.
(c) 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.
(d) The description of the capital stock (including the
Common Stock) of the Company that is 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 USPCI, Inc. Savings Plan (the "Plan") pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities 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.
The financial statements and related financial statement schedules
incorporated by reference in this Registration Statement from the Company's
Annual Report on Form 10-K for the year ended December 31, 1992 and from the
Plan's Annual Report on Form 11-K for the year ended December 31, 1992,
have been audited by Deloitte & Touche, independent auditors, as
stated in their reports which are incorporated herein by reference,
and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and
auditing.
Item 4. Description of Securities.
Not applicable.
<PAGE> 3
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 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 inflic-
tion 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.
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.
<PAGE> 4
The Registrant hereby undertakes to submit the Plan and any subsequent
amendment thereto to the Internal Revenue Service ("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 Code.
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)(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 Regis-
tration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this item 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 Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorpo-
rated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effec-
tive 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 regis-
tered 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
<PAGE> 5
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.
(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, unenforce-
able. 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 control-
ling 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 securi-
ties being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by con-
trolling precedent, submit to a court of appropriate jurisdic-
tion 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
15th day of February, 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 15th day of February, 1994, 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 - Finance
(L. White Matthews, III) (Principal Financial Officer)
/s/ Charles E. Billingsley 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
15th day of February, 1994.
USPCI, INC. SAVINGS PLAN
By:/s/ Ursula F. Fairbairn
Plan Administrator/Vice President -
Benefit Plan Administration of USPCI, Inc.
<PAGE> 9
INDEX TO EXHIBITS
Exhibit
Number Exhibit
_______ _______
23 - Consent of Deloitte & Touche.
24 - Powers of Attorney.
<PAGE> 10
EXHIBIT 23
<PAGE> 11
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated January 21, 1993,
appearing in and incorporated by reference in the Annual Report on
Form 10-K of Union Pacific Corporation for the year ended December
31, 1992 and of our report dated February 7, 1994, appearing in the
USPCI, Inc. Savings Plan Annual Report on Form 11-K for the
year ended December 31, 1992. We also consent to the reference to
us as "Experts" in this Registration Statement.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
New York, New York
February 15, 1994
<PAGE> 12
EXHIBIT 24
<PAGE> 13
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 individu-
ally, 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 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 USPCI, Inc.,
Retirement Savings 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 30th day of September, 1993.
/s/Robert P. Bauman
ROBERT P. BAUMAN
<PAGE> 14
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 individu-
ally, 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 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 USPCI,
Inc., Savings 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 30th day of September, 1993.
/s/Richard B. Cheney
RICHARD B. CHENEY
<PAGE> 15
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 individu-
ally, 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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/E. Virgil Conway
E. VIRGIL CONWAY
<PAGE> 16
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 individu-
ally, 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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/Spencer F. Eccles
SPENCER F. ECCLES
<PAGE> 17
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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/Elbridge T. Gerry, Jr.
ELBRIDGE T. GERRY, JR.
<PAGE> 18
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 individu-
ally, 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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/William H. Gray, III
WILLIAM H. GRAY, III
<PAGE> 19
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 individu-
ally, her 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 her behalf, and in her name and in
her capacity as 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 USPCI,
Inc. Savings 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 her 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 30th day of September, 1993.
/s/Judith Richards Hope
JUDITH RICHARDS HOPE
<PAGE> 20
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 individu-
ally, 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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/Lawrence M. Jones
LAWRENCE M. JONES
<PAGE> 21
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 individu-
ally, 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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/Richard J. Mahoney
RICHARD J. MAHONEY
<PAGE> 22
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 individu-
ally, her 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 her behalf, and in her name and in
her capacity as 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 USPCI,
Inc. Savings 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 her 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 30th day of September, 1993.
/s/Claudine B. Malone
CLAUDINE B. MALONE
<PAGE> 23
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 individu-
ally, 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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/John R. Meyer
JOHN R. MEYER
<PAGE> 24
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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/Thomas A. Reynolds, Jr.
THOMAS A. REYNOLDS, JR.
<PAGE> 25
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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/James D. Robinson, III
JAMES D. ROBINSON, III
<PAGE> 26
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 individu-
ally, 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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/Robert W. Roth
ROBERT W. ROTH
<PAGE> 27
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 individu-
ally, 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 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 USPCI,
Inc. Savings 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 30th day of September, 1993.
/s/Richard D. Simmons
RICHARD D. SIMMONS
