1
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 (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
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 as of this 24th day of February, 1994.
/s/ ROBERT P. BAUMAN
------------------------------
ROBERT P. BAUMAN
2
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 (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
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 as of this 24th day of February, 1994.
/s/ RICHARD B. CHENEY
-----------------------------
RICHARD B. CHENEY
3
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 (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
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 as of this 24th day of February, 1994.
/s/ E. VIRGIL CONWAY
------------------------------
E. VIRGIL CONWAY
4
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 (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
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 as of this 24th day of February, 1994.
/s/ SPENCER F. ECCLES
-----------------------------
SPENCER F. ECCLES
5
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 (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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 debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, in a principal amount up to
$1,000,000,000 (or the equivalent in foreign denominated currency), of Union
Pacific Corporation, hereby granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever
as such attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might or could do
personally or in his capacity as 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 as of this 24th day of February, 1994.
/s/ ELBRIDGE T. GERRY, JR.
-----------------------------
ELBRIDGE T. GERRY, JR.
6
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 (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
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 as of this 24th day of February, 1994.
/s/ WILLIAM H. GRAY, III
-----------------------------
WILLIAM H. GRAY, III
7
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 (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, her true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on her behalf, and in her name and in her
capacity as Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in her capacity as
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 as of this 24th day of February, 1994.
/s/ JUDITH RICHARDS HOPE
-----------------------------
JUDITH RICHARDS HOPE
8
POWER OF ATTORNEY
UNION PACIFIC CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that LAWRENCE M. JONES, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
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 as of this 24th day of February, 1994.
/s/ LAWRENCE M. JONES
-----------------------------
LAWRENCE M. JONES
9
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 (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
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 as of this 24th day of February, 1994.
/s/ RICHARD J. MAHONEY
-----------------------------
RICHARD J. MAHONEY
10
POWER OF ATTORNEY
UNION PACIFIC CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that CLAUDINE B. MALONE, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, her true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on her behalf, and in her name and in her
capacity as Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in her capacity as
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 as of this 24th day of February, 1994.
/s/ CLAUDINE B. MALONE
-----------------------------
CLAUDINE B. MALONE
11
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 (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
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 as of this 24th day of February, 1994.
/s/ JOHN R. MEYER
-----------------------------
JOHN R. MEYER
12
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 (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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 debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, in a principal amount up to
$1,000,000,000 (or the equivalent in foreign denominated currency), of Union
Pacific Corporation, hereby granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever
as such attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might or could do
personally or in his capacity as 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 as of this 24th day of February, 1994.
/s/ THOMAS A. REYNOLDS, JR.
-----------------------------
THOMAS A. REYNOLDS, JR.
13
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 (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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 debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, in a principal amount up to
$1,000,000,000 (or the equivalent in foreign denominated currency), of Union
Pacific Corporation, hereby granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever
as such attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might or could do
personally or in his capacity as 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 as of this 24th day of February, 1994.
/s/ JAMES D. ROBINSON, III
-----------------------------
JAMES D. ROBINSON, III
14
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 (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
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 as of this 24th day of February, 1994.
/s/ ROBERT W. ROTH
-----------------------------
ROBERT W. ROTH
15
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 (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, 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 Director, a Registration Statement on Form S-3 (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
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
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 as of this 24th day of February, 1994.
/s/ RICHARD D. SIMMONS
-----------------------------
RICHARD D. SIMMONS