UNION PACIFIC CORP
S-8, EX-24, 2000-08-01
RAILROADS, LINE-HAUL OPERATING
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                                                         Exhibit 24



                            UNION PACIFIC CORPORATION

                                Power of Attorney

           KNOW ALL MEN BY THESE PRESENTS 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 up to 550,000  shares of
Common Stock of the Corporation  pursuant to the Union Pacific  Corporation 2000
Directors  Stock Plan,  hereby  granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever as
such  attorney or attorneys  may deem  necessary or advisable to carry out fully
the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ Philip F. Anschutz
                                    ----------------------
                                        Philip F. Anschutz


<PAGE>




                            UNION PACIFIC CORPORATION

                                Power of Attorney

           KNOW ALL MEN BY THESE  PRESENTS 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 up to 550,000  shares of
Common Stock of the Corporation  pursuant to the Union Pacific  Corporation 2000
Directors  Stock Plan,  hereby  granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever as
such  attorney or attorneys  may deem  necessary or advisable to carry out fully
the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ Robert P. Bauman
                                    --------------------
                                        Robert P. Bauman


<PAGE>




                            UNION PACIFIC CORPORATION

                                Power of Attorney

           KNOW ALL MEN BY THESE PRESENTS 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 up to 550,000  shares of
Common Stock of the Corporation  pursuant to the Union Pacific  Corporation 2000
Directors  Stock Plan,  hereby  granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever as
such  attorney or attorneys  may deem  necessary or advisable to carry out fully
the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ Richard B. Cheney
                                    ---------------------
                                        Richard B. Cheney


<PAGE>




                            UNION PACIFIC CORPORATION

                                Power of Attorney

           KNOW ALL MEN BY THESE PRESENTS 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 up to 550,000  shares of
Common Stock of the Corporation  pursuant to the Union Pacific  Corporation 2000
Directors  Stock Plan,  hereby  granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever as
such  attorney or attorneys  may deem  necessary or advisable to carry out fully
the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ E. Virgil Conway
                                    --------------------
                                        E. Virgil Conway


<PAGE>




                            UNION PACIFIC CORPORATION

                                Power of Attorney

           KNOW ALL MEN BY THESE PRESENTS 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 up to 550,000  shares of
Common Stock of the Corporation  pursuant to the Union Pacific  Corporation 2000
Directors  Stock Plan,  hereby  granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever as
such  attorney or attorneys  may deem  necessary or advisable to carry out fully
the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ Thomas J. Donohue
                                    ---------------------
                                        Thomas J. Donohue


<PAGE>




                            UNION PACIFIC CORPORATION

                                Power of Attorney

           KNOW ALL MEN BY THESE PRESENTS THAT I, Spencer F. Eccles,  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 up to 550,000  shares of
Common Stock of the Corporation  pursuant to the Union Pacific  Corporation 2000
Directors  Stock Plan,  hereby  granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever as
such  attorney or attorneys  may deem  necessary or advisable to carry out fully
the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ Spencer F. Eccles
                                    ---------------------
                                        Spencer F. Eccles


<PAGE>




                            UNION PACIFIC CORPORATION

                                Power of Attorney

           KNOW ALL MEN BY THESE  PRESENTS 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 up to 550,000  shares of
Common Stock of the Corporation  pursuant to the Union Pacific  Corporation 2000
Directors  Stock Plan,  hereby  granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever as
such  attorney or attorneys  may deem  necessary or advisable to carry out fully
the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ Ivor J. Evans
                                    -----------------
                                        Ivor J. Evans


<PAGE>




                            UNION PACIFIC CORPORATION

                                Power of Attorney
     KNOW ALL MEN BY THESE  PRESENTS 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 up to 550,000  shares of
Common Stock of the Corporation  pursuant to the Union Pacific  Corporation 2000
Directors  Stock Plan,  hereby  granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever as
such  attorney or attorneys  may deem  necessary or advisable to carry out fully
the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ Elbridge T. Gerry, Jr.
                                    --------------------------
                                        Elbridge T. Gerry, Jr.



<PAGE>




                            UNION PACIFIC CORPORATION

                                Power of Attorney

           KNOW  ALL MEN BY THESE  PRESENTS  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
up to 550,000  shares of Common Stock of the  Corporation  pursuant to the Union
Pacific Corporation 2000 Directors Stock Plan, hereby granting to such attorneys
and each of them full power and  authority  to do and perform each and every act
and thing  whatsoever  as such  attorney  or  attorneys  may deem  necessary  or
advisable to carry out fully the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ Judith Richards Hope
                                    ------------------------
                                        Judith Richards Hope


<PAGE>




                            UNION PACIFIC CORPORATION

                                Power of Attorney

           KNOW ALL MEN BY THESE PRESENTS 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 up to 550,000  shares of
Common Stock of the Corporation  pursuant to the Union Pacific  Corporation 2000
Directors  Stock Plan,  hereby  granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever as
such  attorney or attorneys  may deem  necessary or advisable to carry out fully
the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ Richard J. Mahoney
                                    ----------------------
                                        Richard J. Mahoney




<PAGE>




                            UNION PACIFIC CORPORATION

                                Power of Attorney

           KNOW ALL MEN BY THESE PRESENTS 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 up to 550,000  shares of
Common Stock of the Corporation  pursuant to the Union Pacific  Corporation 2000
Directors  Stock Plan,  hereby  granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever as
such  attorney or attorneys  may deem  necessary or advisable to carry out fully
the intent of the  foregoing as 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 May
25, 2000.

                                    /s/ Richard D. Simmons
                                    ----------------------
                                        Richard D. Simmons


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