Union Pacific 2005 Annual Report Download - page 83

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PART III
Item 10. Directors and Executive Officers of the Registrant
(a) Directors of Registrant.
Information as to the names, ages, positions and offices with UPC, terms of office, periods of service,
business experience during the past five years and certain other directorships held by each director or person
nominated to become a director of UPC is set forth in the Election of Directors segment of the Proxy
Statement and is incorporated herein by reference.
Information concerning our Audit Committee and the independence of its members, along with
information about the audit committee financial expert(s) serving on the Audit Committee, is set forth in
the Audit Committee segment of the Proxy Statement and is incorporated herein by reference.
(b) Executive Officers of Registrant.
Information concerning the executive officers of UPC and its subsidiaries is presented in Part I of this report
under Executive Officers of the Registrant and Principal Executive Officers of Subsidiaries.
(c) Section 16(a) Compliance.
Information concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is set forth in
the Section 16(a) Beneficial Ownership Reporting Compliance segment of the Proxy Statement and is
incorporated herein by reference.
(d) Code of Ethics for Chief Executive Officer and Senior Financial Officers of Registrant.
The Board of Directors of UPC has adopted the UPC Code of Ethics for the Chief Executive Officer and
Senior Financial Officers (the “Code”). A copy of the Code may be found on the Internet at our website
www.up.com/investors. We intend to disclose any amendments to the Code or any waiver from a provision
of the Code on our website.
Item 11. Executive Compensation
Information concerning compensation received by our directors and certain executive officers is presented in the
Compensation of Directors, Report on Executive Compensation, Summary Compensation Table, Security
Ownership of Management, Option/SAR Grants Table, Aggregated Option/SAR Exercises in Last Fiscal Year and
FY-End Option/SAR Values Table, Defined Benefit Plans and Change in Control Arrangements segments of the
Proxy Statement and is incorporated herein by reference. Additional information regarding compensation of
directors, including Board committee members, is set forth in the By-Laws of UPC and the Stock Unit Grant and
Deferred Compensation Plan for the Board of Directors, both of which are included as exhibits to this report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Information as to the number of shares of our equity securities beneficially owned by each of our directors and
nominees for director, our five most highly compensated executive officers, our directors and executive officers as
a group, and certain beneficial owners is set forth in the Election of Directors and Security Ownership of
Management segments of the Proxy Statement and is incorporated herein by reference.
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