<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 (I.R.S. Employer Identification No.)
incorporation or organization)
1416 Dodge Street
Omaha, NE 68179
(Address of Principal Executive Offices) (Zip Code)
Executive Stock Purchase Incentive Plan of
Union Pacific Corporation
(Full title of plan)
CARL W. VON BERNUTH
Senior Vice President and General Counsel
UNION PACIFIC CORPORATION
1416 Dodge Street
Omaha, NE 68179
(402) 271-5777
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration fee
per share price (1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
Par Value 1,100,000 $49.0625 $53,968,750.00 $15,003.25
$2.50 Per Share
=====================================================================================================================
</TABLE>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
purposes of calculating the registration fee based upon the average of the
high and low sales price of Common Stock on September 27, 1999.
PAGE 1 OF 21 PAGES; INDEX TO EXHIBITS IS ON PAGE 8
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
-----------------------------------------------------------
*Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8. The document(s) containing such information
will be sent or given to participating employees as specified in Rule 428(b)(1)
of the Securities Act. These documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed previously by 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, 1998;
(b) 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
(c) The description of the Common Stock of the Company, par value $2.50
per share, 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
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.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated by reference shall be deemed
to be modified or superseded to the extent that a statement contained herein or
in any other subsequently filed document which also
<PAGE>
is or is deemed to be incorporated herein by reference modifies or supersedes
such statement in such document. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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, 1998 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference
(which report expresses an unqualified opinion and includes an explanatory
paragraph relating to a change in accounting principle), and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
An opinion stating that the securities registered hereunder, when issued
in accordance with the provisions of the Plan, will be valid and binding
obligations of the Company has been rendered to the Company on September 30,
1999 by Ellen J. Curnes, Senior Corporate Counsel of the Company. Ms. Curnes is
the beneficial owner of options to purchase 1,000 shares of the Company's Common
Stock.
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.
-2-
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
---------
The exhibits filed as part of this Registration Statement are as follows:
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
5 - Opinion of Ellen J. Curnes
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Ellen J. Curnes (included in Exhibit 5 above)
24 - Powers of Attorney
</TABLE>
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
Section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed 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.
-3-
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned 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 an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the 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.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Omaha, State of Nebraska on this 30th day of
September, 1999.
UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
-----------------------
Carl W. von Bernuth
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on this 30th day of September,
1999, by the following persons in the capacities indicated.
Signature Title
--------- -----
/s/ Richard K. Davidson Chairman of the Board, President, Chief
- ------------------------- Executive Officer and Director
(Richard K. Davidson) (Principal Executive Officer)
/s/ Gary M. Stuart Executive Vice President - Finance
- ------------------------- (Principal Financial Officer)
(Gary M. Stuart)
/s/ James R. Young Senior Vice President - Finance and Controller
- ------------------------- (Principal Accounting Officer)
(James R. Young)
-5-
<PAGE>
Philip F. Anschutz Director )
Robert P. Bauman Director ) By: /s/ Thomas E. Whitaker
Richard B. Cheney Director ) ------------------------
E. Virgil Conway Director ) (Thomas E. Whitaker
Thomas J. Donohue Director ) ------------------------
Ivor J. Evans Director ) as Attorney-in-Fact)
Elbridge T. Gerry, Jr. Director )
William H. Gray, III Director )
Judith Richards Hope Director )
Richard J. Mahoney Director )
Richard D. Simmons Director )
-6-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
5 - Opinion of Ellen J. Curnes
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Ellen J. Curnes (included in Exhibit 5 above)
24 - Powers of Attorney
<PAGE>
Exhibit 5
September 30, 1999
Union Pacific Corporation
1416 Dodge Street
Omaha, Nebraska 68179
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
As Senior Corporate 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 1,100,000 shares of the
common stock, $2.50 par value per share, of the Company ("Common Stock"),
issuable by the Company, pursuant to the Company's Executive Stock Purchase
Incentive 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 1,100,000 shares of Common Stock when issued and delivered
pursuant to the Provisions of the Plan contemplated 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/ Ellen J. Curnes
<PAGE>
Exhibit 23.1
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 21, 1999
(which expresses an unqualified opinion and includes an explanatory paragraph
relating to a change in accounting principle), appearing in and incorporated by
reference in the Annual Report on Form 10-K of Union Pacific Corporation for the
year ended December 31, 1998, as amended, and to the reference to us as experts
in this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
September 30, 1999
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, Philip F. Anschutz, a Director
of Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E. Whitaker, and
each of them acting individually, as my true and lawful attorney-in-fact, each
with power to act without the other in full power of substitution, to execute,
deliver and file, for and on my behalf, and in my name and in my 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 common stock in accordance
with the terms of the Executive Stock Purchase Incentive Plan of Union Pacific
Corporation and Subsidiaries, 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 I might or could do personally or
in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ Philip F. Anschutz
------------------------------
Philip F. Anschutz
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, Robert P. Bauman, a Director of
Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E. Whitaker, and
each of them acting individually, as my true and lawful attorney-in-fact, each
with power to act without the other in full power of substitution, to execute,
deliver and file, for and on my behalf, and in my name and in my 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 common stock in accordance
with the terms of the Executive Stock Purchase Incentive Plan of Union Pacific
Corporation and Subsidiaries, 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 I might or could do personally or
in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ Robert P. Bauman
----------------------------
Robert P. Bauman
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, Richard B. Cheney, a Director
of Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E. Whitaker, and
each of them acting individually, as my true and lawful attorney-in-fact, each
with power to act without the other in full power of substitution, to execute,
deliver and file, for and on my behalf, and in my name and in my 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 common stock in accordance
with the terms of the Executive Stock Purchase Incentive Plan of Union Pacific
Corporation and Subsidiaries, 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 I might or could do personally or
in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ Richard B. Cheney
-----------------------------
Richard B. Cheney
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, E. Virgil Conway, a Director of
Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E. Whitaker, and
each of them acting individually, as my true and lawful attorney-in-fact, each
with power to act without the other in full power of substitution, to execute,
deliver and file, for and on my behalf, and in my name and in my 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 common stock in accordance
with the terms of the Executive Stock Purchase Incentive Plan of Union Pacific
Corporation and Subsidiaries, 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 I might or could do personally or
in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ E. Virgil Conway
-----------------------------
E. Virgil Conway
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, Thomas J. Donohue, a Director of
Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E. Whitaker, and
each of them acting individually, as my true and lawful attorney-in-fact, each
with power to act without the other in full power of substitution, to execute,
deliver and file, for and on my behalf, and in my name and in my 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 common stock in accordance
with the terms of the Executive Stock Purchase Incentive Plan of Union Pacific
Corporation and Subsidiaries, 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 I might or could do personally or
in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ Thomas J. Donohue
----------------------------------
Thomas J. Donohue
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, Ivor J. Evans, a Director of
Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E. Whitaker, and
each of them acting individually, as my true and lawful attorney-in-fact, each
with power to act without the other in full power of substitution, to execute,
deliver and file, for and on my behalf, and in my name and in my 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 common stock in accordance
with the terms of the Executive Stock Purchase Incentive Plan of Union Pacific
Corporation and Subsidiaries, 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 I might or could do personally or
in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ Ivor J. Evans
-----------------------------------
Ivor J. Evans
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, Elbridge T. Gerry, Jr., a
Director of Union Pacific Corporation, a Utah corporation (the "Corporation"),
do hereby appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E.
Whitaker, and each of them acting individually, as my true and lawful attorney-
in-fact, each with power to act without the other in full power of substitution,
to execute, deliver and file, for and on my behalf, and in my name and in my
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
common stock in accordance with the terms of the Executive Stock Purchase
Incentive Plan of Union Pacific Corporation and Subsidiaries, 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 I might
or could do personally or in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ Elbridge T. Gerry, Jr.
----------------------------------
Elbridge T. Gerry, Jr.
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, William H. Gray, III, a Director
of Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E. Whitaker, and
each of them acting individually, as my true and lawful attorney-in-fact, each
with power to act without the other in full power of substitution, to execute,
deliver and file, for and on my behalf, and in my name and in my 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 common stock in accordance
with the terms of the Executive Stock Purchase Incentive Plan of Union Pacific
Corporation and Subsidiaries, 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 I might or could do personally or
in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ William H. Gray, III
----------------------------------
William H. Gray, III
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, Judith Richards Hope, a Director
of Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E. Whitaker, and
each of them acting individually, as my true and lawful attorney-in-fact, each
with power to act without the other in full power of substitution, to execute,
deliver and file, for and on my behalf, and in my name and in my 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 common stock in accordance
with the terms of the Executive Stock Purchase Incentive Plan of Union Pacific
Corporation and Subsidiaries, 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 I might or could do personally or
in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ Judith Richards Hope
--------------------------------
Judith Richards Hope
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, Richard J. Mahoney, a Director
of Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E. Whitaker, and
each of them acting individually, as my true and lawful attorney-in-fact, each
with power to act without the other in full power of substitution, to execute,
deliver and file, for and on my behalf, and in my name and in my 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 common stock in accordance
with the terms of the Executive Stock Purchase Incentive Plan of Union Pacific
Corporation and Subsidiaries, 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 I might or could do personally or
in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ Richard J. Mahoney
----------------------------------
Richard J. Mahoney
<PAGE>
Exhibit 24
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENT THAT I, Richard D. Simmons, a Director
of Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E. Whitaker, and
each of them acting individually, as my true and lawful attorney-in-fact, each
with power to act without the other in full power of substitution, to execute,
deliver and file, for and on my behalf, and in my name and in my 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 common stock in accordance
with the terms of the Executive Stock Purchase Incentive Plan of Union Pacific
Corporation and Subsidiaries, 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 I might or could do personally or
in my capacity as 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, I have executed this Power of Attorney as of
September 30, 1999.
/s/ Richard D. Simmons
-----------------------------------
Richard D. Simmons
