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68
Union Pacific Corporation
Exhibit Index
Exhibit No. Description
Filed with this Statement
3(a) By-laws of UPC, as amended, effective as of January 1, 2003.
10(a) The Executive Stock Purchase Incentive Plan of UPC, as amended November 21, 2002.
10(b) Overnite Transportation Company Employee Stock Purchase Plan, as amended, effective as of
November 19, 1998.
12 Ratio of Earnings to Fixed Charges.
21 List of the Corporation’s significant subsidiaries and their respective states of incorporation.
23 Independent Auditors’ Consent.
24 Powers of attorney executed by the directors of UPC.
99 Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 - Richard K. Davidson and James R. Young.
Incorporated by Reference
3(b) 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.
4(a) Indenture, dated as of December 20, 1996, between UPC and Citibank, N.A., as Trustee, is
incorporated herein by reference to Exhibit 4.1 to UPC’s Registration Statement on Form S-3
(No. 333-18345).
4(b) Indenture, dated as of April 1, 1999, between UPC and JP Morgan Chase Bank, formerly The
Chase Manhattan Bank, as Trustee, is incorporated herein by reference to Exhibit 4.2 to UPC’s
Registration Statement on Form S-3 (No. 333-75989).
4(c) Form of Debt Security is incorporated herein by reference to Exhibit 4.3 to UPC’s Registration
Statement on Form S-3 (No. 33-59323).
Certain instruments evidencing long-term indebtedness of UPC are not filed as exhibits
because the total amount of securities authorized under any single such instrument does not
exceed 10% of the Corporation’s total consolidated assets. UPC agrees to furnish the
Commission with a copy of any such instrument upon request by the Commission.
10(c) Amended and Restated Anschutz Shareholders Agreement, dated as of July 12, 1996, among
UPC, UPRR, The Anschutz Corporation (TAC), Anschutz Foundation (the Foundation) and
Mr. Philip F. Anschutz, is incorporated herein by reference to Annex D to the Joint Proxy
Statement/Prospectus included in Post-Effective Amendment No. 2 to UPC’s Registration
Statement on Form S-4 (No. 33-64707).