<PAGE> 1
As filed with the Securities and Exchange Commission on August 26, 1996
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 Identification No.
of incorporation
or organization)
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(Address of Principal Executive Offices) (Zip Code)
Chicago and North Western Railway Company
Profit Sharing and Retirement Savings Program
(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 securi- Amount to be Proposed max- Proposed max- Amount of
ties to be registered imum offering imum aggregate registra-
registered price per share offering price tion fee
______________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 450,000 $72.625 $32,681,250 $11,269.40
Par Value $2.50 Shares (1) (1)
Per 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 August 20,
1996.
(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 Chicago and North Western
Railway Company Profit Sharing and Retirement Savings Program. 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 the registrant, Union Pacific
Corporation (the "Company"), with the Securities and Exchange Commission (the
"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, 1995, as amended;
(b) The Chicago and North Western Railway Company Profit Sharing and
Retirement Savings Program Annual Report on Form 11-K for the
year ended December 31, 1995.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and
(d) The description of the capital stock of the Company (including
the Common Stock) that is contained in the Company's Registration
Statement filed under the Exchange Act under File No. 1-6075,
including all amendments or reports filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Company or
the Chicago and North Western Railway Company Profit Sharing and Retirement
Savings Program (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered 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 incorporated by reference in this Registration
Statement from the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended, and from the Plan's Annual Report on Form 11-K
for the year ended December 31, 1995, have been audited by Deloitte & Touche
LLP, 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.
<PAGE> 3
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 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 (i) the amount of a financial
benefit received by a director to which he or she is not entitled, (ii) an
intentional infliction of harm on the corporation or the shareholders, (iii)
a violation of Section 16-10a-842 of the Revised Business Corporation Act of
Utah (relating to the liability of directors for unlawful distributions) or
(iv) an intentional violation of criminal law.
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 LLP.
24 - Powers of Attorney.
<PAGE> 4
The Company 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 Internal Revenue Code, as amended.
Item 9. Undertakings.
------------
(a) The undersigned Company 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, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information;
(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 Registration Statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
<PAGE> 5
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's Annual Report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of the Plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Securities 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 23rd day of August, 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 Regis-
tration Statement on Form S-8 has been signed below on this 23rd day of
August, 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)
(Principal Accounting Officer)
<PAGE> 7
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> 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 23rd day of August, 1996.
CHICAGO AND NORTH WESTERN
RAILWAY COMPANY PROFIT SHARING
AND RETIREMENT SAVINGS PROGRAM
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 LLP.
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 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 of our report dated August 20,
1996, appearing in Chicago and North Western Railway Company Profit Sharing
and Retirement Savings Program Annual Report on Form 11-K for the year ended
December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
August 26, 1996
<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 individually, his true and lawful attorney, each with power
to act without the other and full power of substitution, to execute, deliver
and file, for and on his behalf, and in his name and in his capacity as a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/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 individually, his true and lawful attorney, each with power
to act without the other and full power of substitution, to execute, deliver
and file, for and on his behalf, and in his name and in his capacity as a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/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 individually, his true and lawful attorney, each with power
to act without the other and full power of substitution, to execute, deliver
and file, for and on his behalf, and in his name and in his capacity as a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/s/ E. Virgil Conway
--------------------
E. VIRGIL CONWAY
<PAGE> 16
POWER OF ATTORNEY
UNION PACIFIC CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that RICHARD K. DAVIDSON, a Director of
Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE
MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and
each of them acting individually, his true and lawful attorney, each with power
to act without the other and full power of substitution, to execute, deliver
and file, for and on his behalf, and in his name and in his capacity as a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/s/ Richard K. Davidson
-----------------------
RICHARD K. DAVIDSON
<PAGE> 17
POWER OF ATTORNEY
UNION PACIFIC CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that SPENCER F. ECCLES, a Director of
Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE
MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and
each of them acting individually, his true and lawful attorney, each with power
to act without the other and full power of substitution, to execute, deliver
and file, for and on his behalf, and in his name and in his capacity as a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/s/ Spencer F. Eccles
---------------------
SPENCER F. ECCLES
<PAGE> 18
POWER OF ATTORNEY
UNION PACIFIC CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that ELBRIDGE T. GERRY, JR., a Director
of Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE
MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and
each of them acting individually, his true and lawful attorney, each with power
to act without the other and full power of substitution, to execute, deliver
and file, for and on his behalf, and in his name and in his capacity as a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/s/ Elbridge T. Gerry, Jr.
--------------------------
ELBRIDGE T. GERRY, JR.
<PAGE> 19
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, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/s/ William H. Gray, III
------------------------
WILLIAM H. GRAY, III
<PAGE> 20
POWER OF ATTORNEY
UNION PACIFIC CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that JUDITH RICHARDS HOPE, a Director of
Union Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE
MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and
each of them acting individually, his true and lawful attorney, each with power
to act without the other and full power of substitution, to execute, deliver
and file, for and on his behalf, and in his name and in his capacity as a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/s/ Judith Richards Hope
------------------------
JUDITH RICHARDS HOPE
<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 individually, his true and lawful attorney, each with power
to act without the other and full power of substitution, to execute, deliver
and file, for and on his behalf, and in his name and in his capacity as a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/s/ Richard J. Mahoney
----------------------
RICHARD J. MAHONEY
<PAGE> 22
POWER OF ATTORNEY
UNION PACIFIC CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that JACK L. MESSMAN, a Director of Union
Pacific Corporation, a Utah Corporation, hereby appoints L. WHITE MATTHEWS,
III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E. WHITAKER, and each of
them acting individually, his true and lawful attorney, each with power to act
without the other and full power of substitution, to execute, deliver and file,
for and on his behalf, and in his name and in his capacity as a Director, a
Registration Statement on Form S-8 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/s/ Jack L. Messman
-------------------
JACK L. MESSMAN
<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 individually, his true and lawful attorney, each with power to act
without the other and full power of substitution, to execute, deliver and file,
for and on his behalf, and in his name and in his capacity as a Director, a
Registration Statement on Form S-8 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/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 a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/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 a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/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 individually, his true and lawful attorney, each with power to act
without the other and full power of substitution, to execute, deliver and file,
for and on his behalf, and in his name and in his capacity as a Director, a
Registration Statement on Form S-8 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/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 individually, his true and lawful attorney, each with power
to act without the other and full power of substitution, to execute, deliver
and file, for and on his behalf, and in his name and in his capacity as a
Director, a Registration Statement on Form S-8 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental
or amendatory thereto, with respect to the issuance of up to 450,000 shares of
Common Stock of Union Pacific Corporation for use in connection with the
Chicago and North Western Railway Company Profit Sharing and Retirement Savings
Program, as amended and restated effective July 15, 1996, 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 25th day of July, 1996.
/s/ Richard D. Simmons
----------------------
RICHARD D. SIMMONS
