Union Pacific 2001 Annual Report Download - page 82

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56
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.
(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.
Item 11. Executive Compensation
Information concerning compensation received by UPC's 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information as to the number of shares of UPC's equity securities beneficially owned as of February 8, 2002, by each of
its directors and nominees for director, its five most highly compensated executive officers, its directors and executive
officers as a group and certain beneficial owners is set forth in the Election of Directors, Security Ownership of
Management and Security Ownership of Certain Beneficial Owners segments of the Proxy Statement and is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
Information on related transactions is set forth in the Certain Relationships and Related Transactions and Compensation
Committee Interlocks and Insider Participation segments of the Proxy Statement and is incorporated herein by reference.
The Corporation does not have any relationship with any outside third party which would enable such a party to negotiate
terms of a material transaction that may not be available to, or available from, other parties on an arm's-length basis.