Union Pacific 2002 Annual Report Download - page 87

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61
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.
(d) Code of Ethics for Chief Executive Officer and Senior Financial Officers of Registrant.
The Board of Directors of UPC adopted the UPC Code of Ethics for the Chief Executive Officer and Senior Financial
Officers (the “Code”) on January 30, 2003. A copy of the Code may be found on the Internet at the Corporation’s
website www.up.com/investors. The Corporation intends to disclose any amendments to the Code or any waiver from
a provision of the Code on its website.
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 10, 2003, 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.
The following table summarizes the equity compensation plans under which Union Pacific Corporation common stock
may be issued as of December 31, 2002.