<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 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, NEBRASKA 68179
(Address of Principal Executive Offices) (Zip Code)
EXECUTIVE INCENTIVE PLAN OF
UNION PACIFIC CORPORATION AND SUBSIDIARIES
(Full title of plan)
CARL W. VON BERNUTH
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
UNION PACIFIC CORPORATION
1416 DODGE STREET
OMAHA, NEBRASKA 68179
(402) 271-5777
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED (1) OBLIGATION PRICE (2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Executive Incentive
Plan of Union Pacific
Corporation and
Subsidiaries Deferred
Compensation
Obligations $25,000,000.00 100% $25,000,000.00 $6,950.00
===============================================================================================================
</TABLE>
(1) The Executive Incentive Plan of Union Pacific Corporation and Subsidiaries
Deferred Compensation Obligations are unfunded, unsecured obligations of
Union Pacific Corporation to pay deferred compensation in the future in
accordance with the terms of the Executive Incentive Plan of Union Pacific
Corporation and Subsidiaries.
(2) Estimated solely for purposes of calculating the registration fee.
Page 1 of 22 pages; Index to Exhibits is on page 9.
<PAGE> 2
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; and
(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.
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 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.
- 2 -
<PAGE> 3
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.
This Registration Statement registers $25,000,000.00 of Deferred
Compensation Obligations to be offered to certain eligible employees of the
Company and its subsidiaries that have adopted the Plan. The Obligations are
general unsecured and unfunded obligations of the Company to pay deferred
compensation in the future in accordance with the terms of the Plan.
A plan participant (an "Executive") may elect annually to defer all or
a portion of any bonus compensation award that may be granted to him under the
Plan (a "Deferred Award"). An Executive may elect to receive the Deferred Award,
plus amounts credited or debited with respect thereto, on the earlier of (i) a
date or dates certain prior to termination of such Executive's employment, or
(ii) termination of employment.
An Executive allocates his Deferred Awards among various measurement
fund alternatives. Measurement fund alternatives, which may include a Company
common stock fund alternative, are determined in accordance with, and subject to
the rules and procedures from time to time established by, the committee of
directors designated by the Board of Directors of the Company (the "Board") to
administer and interpret the Plan (the "Committee"). The Obligations consist of
an amount equal to the sum of each Executive's Deferred Awards, adjusted by
amounts credited or debited to such Executive based on the investment
performance of the selected measurement fund alternatives, less all
distributions made to such Executive or his beneficiary pursuant to the Plan.
Amounts elected to be paid on a date or dates certain are paid to the
Executive in full, less amounts for required tax withholding, in cash on such
date or dates. Amounts paid upon termination of the employment of an Executive
are paid to the Executive or his beneficiary in the sole discretion of the
Committee: (i) in a single distribution; (ii) over a number of years fixed by
the Committee, but not exceeding fifteen, in annual installments; or (iii) in
the event of the retirement or death of a currently employed Executive, at a
specified future date not to exceed fifteen years from the date of such
retirement or death in a single distribution, in which event income in respect
of Deferred Awards would be paid quarterly to such Executive or his beneficiary.
In certain circumstances, including undue hardship and death, the
Committee may, in its sole discretion, accelerate payment of amounts payable
under the Plan.
The Committee has the power to administer and interpret the Plan. The
Obligations are unassignable and non-transferable. No benefit under, or interest
in, the Plan is subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge.
- 3 -
<PAGE> 4
The Board may at any time, under such circumstances as it in its sole
discretion may determine, convert all the accounts into cash credits, with
future credits to the accounts being made solely in cash, such credits
thereafter bearing interest until paid compounded, annually at such annual rate
as may be fixed by the Board.
The Board may from time to time amend, suspend or terminate the Plan in
whole or in part. However, except with the consent of the Executive, or if the
Executive is not living the Executive's beneficiary, no amendment, suspension or
termination of the Plan shall be made which materially adversely affects such
Executive's rights with respect to awards previously made to him.
Item 5. Interests of Named Experts and Counsel.
An opinion stating that the Obligations 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 October 8, 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE> 5
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit Number Exhibit
4.1 - Executive Incentive Plan of Union Pacific Corporation and
Subsidiaries, as amended April 27, 1995 (incorporated by
reference to Exhibit 10(a) to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995
[Commission File No. 1-6075], as filed with the Commission
on May 15, 1995)
5 - Opinion of Ellen J. Curnes, Esq.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Ellen J. Curnes, Esq. (included in Exhibit 5
above)
24 - Powers of Attorney
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.
- 5 -
<PAGE> 6
(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.
- 6 -
<PAGE> 7
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 8th day of October,
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 8th day of October, 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 Controller
- ---------------------------- (Principal Accounting Officer)
(James R. Young)
- 7 -
<PAGE> 8
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 ) ------------------------------
Elbridge T. Gerry, Jr. Director ) as Attorney-in-Fact)
William H. Gray, III Director )
Judith Richards Hope Director )
Ivor J. Evans Director )
Richard J. Mahoney Director )
Richard D. Simmons Director )
- 8 -
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C> <C>
4.1 - Executive Incentive Plan of Union Pacific Corporation and
Subsidiaries, as amended April 27, 1995 (incorporated by
reference to Exhibit 10(a) to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995
[Commission File No. 1-6075], as filed with the Commission
on May 15, 1995)
5 - Opinion of Ellen J. Curnes, Esq.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Ellen J. Curnes, Esq. (included in Exhibit 5
above)
24 - Powers of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 5
October 8, 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 $25,000,000.00 of Deferred
Compensation Obligations which represent unsecured obligations of the Company to
pay deferred compensation in the future in accordance with the terms of the
Executive Incentive Plan of Union Pacific Corporation and Subsidiaries (the
"Plan") to executives of Union Pacific Corporation and its Subsidiaries.
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 Deferred Compensation Obligations, which is being filed this
date with the Securities and Exchange Commission, and I 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 when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or general equity principles.
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
EJC/MKA
<PAGE> 1
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
October 8, 1999
<PAGE> 1
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, relating to the unfunded, unsecured obligations of the
Corporation to pay deferred compensation in the future in accordance with the
terms of the Executive 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> 2
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, relating to the unfunded, unsecured obligations of the
Corporation to pay deferred compensation in the future in accordance with the
terms of the Executive 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> 3
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, relating to the unfunded, unsecured obligations of the
Corporation to pay deferred compensation in the future in accordance with the
terms of the Executive 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> 4
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, relating to the unfunded, unsecured obligations of the
Corporation to pay deferred compensation in the future in accordance with the
terms of the Executive 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> 5
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, relating to the unfunded, unsecured obligations of the
Corporation to pay deferred compensation in the future in accordance with the
terms of the Executive 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> 6
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, relating to the unfunded, unsecured obligations of the
Corporation to pay deferred compensation in the future in accordance with the
terms of the Executive 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> 7
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, relating to the unfunded,
unsecured obligations of the Corporation to pay deferred compensation in the
future in accordance with the terms of the Executive 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> 8
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, relating to the unfunded, unsecured obligations of the
Corporation to pay deferred compensation in the future in accordance with the
terms of the Executive 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> 9
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, relating to the unfunded, unsecured obligations of the
Corporation to pay deferred compensation in the future in accordance with the
terms of the Executive 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> 10
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, relating to the unfunded, unsecured obligations of the
Corporation to pay deferred compensation in the future in accordance with the
terms of the Executive 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> 11
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, relating to the unfunded, unsecured obligations of the
Corporation to pay deferred compensation in the future in accordance with the
terms of the Executive 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
