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Union Pacific Corporation
Exhibit Index
Exhibit No. Description
Filed with this Statement
10(a) Form of 2006 Long Term Plan Stock Unit Agreement.
10(b) Form of Stock Unit Agreement for Executives.
10(c) Form of Non-Qualified Stock Option Agreement for Executives.
10(d) UPC Executive Incentive Plan, effective May 5, 2005.
10(e) Supplemental Thrift Plan of UPC, as amended December 21, 2005.
10(f) The Supplemental Pension Plan for Officers and Managers of UPC and Affiliates, as
amended December 21, 2005.
10(g) Executive Incentive Plan (2005) – Deferred Compensation Program, dated December 21,
2005
12 Ratio of Earnings to Fixed Charges.
21 List of the Corporation’s significant subsidiaries and their respective states of
incorporation.
23 Independent Registered Public Accounting Firm’s Consent.
24 Powers of attorney executed by the directors of UPC.
31(a) Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 – James R. Young.
31(b) Certifications Pursuant to Rule 13a-14(a), of the Exchange Act, as Adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 – Robert M. Knight, Jr.
32 Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 – James R. Young and Robert M. Knight, Jr.
Incorporated by Reference
3(a) Revised Articles of Incorporation of UPC, as amended through April 25, 1996, are
incorporated herein by reference to Exhibit 3 to the Corporation’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996.
3(b) By-Laws of UPC, as amended, effective July 1, 2005, are incorporated herein by reference
to Exhibit 3(b) of the Corporation’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005.
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