<PAGE> 1
As filed with the Securities and Exchange Commission on November 21, 1996
Registration No.
- ---------------------------------------------------------------------------
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
or organization) Identification No.
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(Address of Principal Executive Offices) (Zip Code)
1993 Stock Option and Retention Stock Plan of
Union Pacific Corporation
(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
____________________________________________________________________________
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
Registered registered share price fee
___________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 11,896,800 $56.4375 $671,425,650 $203,462.32
Par Value $2.50 Shares (1) (1)
Per Share
___________________________________________________________________________
<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
November 19, 1996.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of additional securities
of the same class as other securities for which a Registration Statement on
Form S-8 relating to the same employee benefit plan is effective, Union
Pacific Corporation (the "Company") hereby incorporates herein the contents
of its earlier Registration Statement (Registration No. 033-51071) by this
reference and hereby deems such contents to be a part hereof, except as
otherwise updated or modified in this filing as noted herein.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
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 the Company on November 21, 1996 by
Richard J. Ressler, Esq., Assistant General Counsel of the Company. Mr.
Ressler owns approximately 16,573 shares of Common Stock, including
restricted shares granted under the Company's 1993 Stock Option and Retention
Stock Plan, and holds options to purchase 95,618 additional shares of Common
Stock.
Item 8. Exhibits.
--------
The exhibits filed as part of this Registration Statement are as follows:
Exhibit Number Exhibit
- -------------- -------
5 - Opinion of Richard J. Ressler, Esq.
23.1 - Consent of Deloitte & Touche LLP.
23.2 - Consent of Richard J. Ressler, Esq.
(included in Exhibit 5 above).
24 - Powers of Attorney.
<PAGE> 3
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 21st day of November, 1996.
UNION PACIFIC CORPORATION
By:/s/ Carl W. von Bernuth
-----------------------------------
Carl W. von Bernuth
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below on this 21st day of
November, 1996, by the following persons in the capacities indicated.
Signature Title
--------- -----
/s/ Drew Lewis Chairman of the Board, Chief Executive
- ------------------------------------ Officer and Director
(Drew Lewis) (Principal Executive Officer)
/s/ L. White Matthews, III Executive Vice President - Finance
- ------------------------------------ and Director
(L. White Matthews, III) (Principal Financial Officer)
/s/ Joseph E. O'Connor, Jr. Vice President and Controller
- ------------------------------------ (Principal Accounting Officer)
(Joseph E. O'Connor, Jr.)
<PAGE> 4
Philip F. Anschutz Director )
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 ) By:/s/ Thomas E. Whitaker
Richard J. Mahoney Director ) ----------------------
Jack L. Messman 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> 5
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
5 - Opinion of Richard J. Ressler, Esq.
23.1 - Consent of Deloitte & Touche LLP.
23.2 - Consent of Richard J. Ressler, Esq.
(included in Exhibit 5 above)
24 - Powers of Attorney.
<PAGE>
EXHIBIT 5
---------
<PAGE>
November 21, 1996
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 "Company"), I am familiar with the registration under the
Securities Act of 1933, as amended (the "Act"), of 11,896,800 shares of the
common stock, $2.50 par value per share of the Company ("Common Stock"),
issuable or deliverable by the Company as Retention Shares or upon the
exercise of Options or surrender of stock appreciation rights granted or to
be granted under the Company's 1993 Stock Option and Retention Stock 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 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 and shareholder 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 Company and have made such
investigation of law as I have deemed necessary or appropriate as a basis for
the opinions hereinafter expressed. Unless otherwise defined herein, terms
used herein shall have the same meanings as defined in the Plan.
Based upon the foregoing, I am of the opinion that:
The 11,896,800 shares of Common Stock offered under
the Plan pursuant to Options, stock appreciation
rights or Retention Shares granted or to be granted
under the Plan when issued or delivered and sold
pursuant to the exercise of Options, the surrender
of related stock appreciation rights or grant of
Retention Shares and for the consideration (not less
than the par value thereof in the case of options)
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
<PAGE>
EXHIBIT 23.1
-------------
<PAGE>
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 18,
1996, incorporated by reference in the Annual Report on Form 10-K of Union
Pacific Corporation for the year ended December 31, 1995, as amended, and to
the reference to us as experts in this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
November 21, 1996
<PAGE>
EXHIBIT 23.2
-------------
<PAGE>
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 1993 Stock Option and
Retention Stock Plan of Union Pacific Corporation and to the filing of a copy
of his opinion as Exhibit 5 to the Registration Statement is contained in
such opinion.
<PAGE>
EXHIBIT 24
-----------
<PAGE>
POWER OF ATTORNEY
UNION PACIFIC CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that PHILIP F. ANSCHUTZ, 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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/Philip F. Anschutz
------------------------------
PHILIP F. ANSCHUTZ
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/ Robert P. Bauman
-----------------------------------
ROBERT P. BAUMAN
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/ Richard B. Cheney
------------------------------
RICHARD B. CHENEY
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/ E. Virgil Conway
------------------------------
E. VIRGIL CONWAY
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/Richard K. Davidson
------------------------------
RICHARD K. DAVIDSON
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/Spencer F. Eccles
------------------------------
SPENCER F. ECCLES
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/Elbridge T. Gerry, Jr.
------------------------------
ELBRIDGE T. GERRY, JR.
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/William H. Gray, III
------------------------------
WILLIAM H. GRAY, III
<PAGE>
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, 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 a Director, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/Judith Richards Hope
------------------------------
JUDITH RICHARDS HOPE
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/Richard J. Mahoney
------------------------------
RICHARD J. MAHONEY
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/ Jack L. Messman
------------------------------
JACK L. MESSMAN
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/ John R. Meyer
------------------------------
JOHN R. MEYER
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union
Pacific Corporation for use in connection with the 1993 Stock Option and
Retention Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/ Thomas A. Reynolds, Jr.
------------------------------
THOMAS A. REYNOLDS, JR.
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/ James D. Robinson, III
------------------------------
JAMES D. ROBINSON, III
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/ Robert W. Roth
------------------------------
ROBERT W. ROTH
<PAGE>
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, one or more Registration Statements 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 up to 11,896,800 shares of Common Stock of Union Pacific
Corporation for use in connection with the 1993 Stock Option and Retention
Stock Plan of Union Pacific Corporation, 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 21st day of November, 1996.
/s/ Richard D. Simmons
------------------------------
RICHARD D. SIMMONS
