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 R. Davidson, Mary S. Jones, 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-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 the
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 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 February
22, 2001.
/s/ Philip F. Anschutz
-------------------------------------
Philip F. Anschutz
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, Mary S. Jones, 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-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 the 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 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 February
22, 2001.
/s/ E. Virgil Conway
-------------------------------------
E. Virgil Conway
2
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, Mary S. Jones, 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-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 the
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 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 February
22, 2001.
/s/ Thomas J. Donohue
-------------------------------------
Thomas J. Donohue
3
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS THAT I, Archie W. Dunham, a Director of Union
Pacific Corporation, a Utah corporation (the "Corporation"), do hereby appoint
Richard K. Davidson, Mary S. Jones, 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-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 the 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 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 February
22, 2001.
/s/ Archie W. Dunham
-------------------------------------
Archie W. Dunham
4
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, Mary S. Jones, 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-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 the
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 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 February
22, 2001.
/s/ Spencer F. Eccles
-------------------------------------
Spencer F. Eccles
5
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, Mary S. Jones, 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-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 the 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 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 February
22, 2001.
/s/ Ivor J. Evans
-------------------------------------
Ivor J. Evans
6
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, Mary S. Jones, 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-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 the
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 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 February
22, 2001.
/s/ Elbridge T. Gerry, Jr.
-------------------------------------
Elbridge T. Gerry, Jr.
7
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, Mary S. Jones, 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-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 the
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 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 February
22, 2001.
/s/ Judith Richards Hope
-------------------------------------
Judith Richards Hope
8
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, Mary S. Jones, 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-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 the
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 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 February
22, 2001.
/s/ Richard J. Mahoney
-------------------------------------
Richard J. Mahoney
9
UNION PACIFIC CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS THAT I, Steven R. Rogel, a Director of Union
Pacific Corporation, a Utah corporation (the "Corporation"), do hereby appoint
Richard K. Davidson, Mary S. Jones, 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-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 the 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 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 February
22, 2001.
/s/ Steven R. Rogel
-------------------------------------
Steven R. Rogel
10
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, Mary S. Jones, 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-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 the
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 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 February
22, 2001.
/s/ Richard D. Simmons
-------------------------------------
Richard D. Simmons
11