10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

- OR -

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from                              to                             

Commission file number 1-6075

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

UTAH	13-2626465
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1400 DOUGLAS STREET, OMAHA, NEBRASKA

(Address of principal executive offices)

68179

(Zip Code)

(402) 544-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

  þ  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    þ    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

  ¨  Yes    þ  No

As of October 17, 2008, there were 506,430,904 shares of the Registrant’s Common Stock outstanding.

TABLE OF CONTENTS

UNION PACIFIC CORPORATION

AND SUBSIDIARY COMPANIES

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements:
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the Three Months Ended September 30, 2008 and 2007	3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the Nine Months Ended September 30, 2008 and 2007	4
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) At September 30, 2008 and December 31, 2007	5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended September 30, 2008 and 2007	6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS’ EQUITY (Unaudited) For the Nine Months Ended September 30, 2008 and 2007	7
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	35
Item 4. Controls and Procedures	35
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	36
Item 1A. Risk Factors	36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3. Defaults Upon Senior Securities	37
Item 4. Submission of Matters to a Vote of Security Holders	37
Item 5. Other Information	37
Item 6. Exhibits	38
Signatures	39
Certifications

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PART I. FINANCIAL INFORMATION

Item  1. Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, Except Per Share Amounts, for the Three Months Ended September 30,		2008			2007
Operating revenues:
Freight revenues	$	4,630		$	3,990
Other revenues		216			201
Total operating revenues		4,846			4,191
Operating expenses:
Compensation and benefits		1,123			1,095
Fuel		1,135			786
Purchased services and materials		481			479
Depreciation		348			332
Equipment and other rents		326			342
Other		218			152
Total operating expenses		3,631			3,186
Operating income		1,215			1,005
Other income (note 6)		23			25
Interest expense		(130	)		(124	)
Income before income taxes		1,108			906
Income taxes		(405	)		(374	)
Net income	$	703		$	532
Share and Per Share (notes 3 and 8):
Earnings per share – basic	$	1.39		$	1.01
Earnings per share – diluted	$	1.38		$	1.00
Weighted average number of shares – basic		506.6			526.5
Weighted average number of shares – diluted		511.3			531.4
Dividends declared per share	$	0.27		$	0.175

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Income (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions, Except Per Share Amounts, for the Nine Months Ended September 30,		2008			2007
Operating revenues:
Freight revenues	$	13,038		$	11,498
Other revenues		646			588
Total operating revenues		13,684			12,086
Operating expenses:
Compensation and benefits		3,356			3,405
Fuel		3,251			2,201
Purchased services and materials		1,444			1,400
Depreciation		1,034			984
Equipment and other rents		1,006			1,035
Other		659			550
Total operating expenses		10,750			9,575
Operating income		2,934			2,511
Other income (note 6)		67			76
Interest expense		(384	)		(357	)
Income before income taxes		2,617			2,230
Income taxes		(940	)		(866	)
Net income	$	1,677		$	1,364
Share and Per Share (notes 3 and 8):
Earnings per share – basic	$	3.27		$	2.55
Earnings per share – diluted	$	3.24		$	2.53
Weighted average number of shares – basic		513.1			534.7
Weighted average number of shares – diluted		517.8			539.5
Dividends declared per share	$	0.71		$	0.525

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Financial Position (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions of Dollars	Sep. 30, 2008		Dec. 31, 2007
Assets
Current assets:
Cash and cash equivalents	$     857		$     878
Accounts receivable, net	860		632
Materials and supplies	569		453
Current deferred income taxes	343		336
Other current assets	260		295
Total current assets	2,889		2,594
Investments	1,009		923
Net properties (note 10)	35,302		34,158
Other assets	351		358
Total assets	$39,551		$38,033
Liabilities and Common Shareholders’ Equity
Current liabilities:
Accounts payable and other current liabilities (note 11)	$  3,095		$  2,902
Debt due within one year (note 14)	346		139
Total current liabilities	3,441		3,041
Debt due after one year (note 14)	8,116		7,543
Deferred income taxes	10,393		10,050
Other long-term liabilities	1,866		1,814
Commitments and contingencies (note 15)
Total liabilities	23,816		22,448
Common shareholders’ equity (note 3):
Common shares, $2.50 par value, 800,000,000 and 500,000,000 authorized; 552,776,344 and 276,162,141 issued; 506,424,860 and 260,869,647 outstanding, respectively	1,382		690
Paid-in-surplus	3,937		3,926
Retained earnings	13,289		12,667
Treasury stock	(2,805	)	(1,624	)
Accumulated other comprehensive loss	(68	)	(74	)
Total common shareholders’ equity	15,735		15,585
Total liabilities and common shareholders’ equity	$39,551		$38,033

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Cash Flows (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions of Dollars, for the Nine Months Ended September 30,	2008		2007
Operating Activities
Net income	$ 1,677		$ 1,364
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	1,034		984
Deferred income taxes and unrecognized tax benefits	325		196
Stock-based compensation expense	48		33
Net gain from asset sales	(30	)	(41	)
Other operating activities, net	100		(158	)
Changes in current assets and liabilities, net	(116	)	(11	)
Cash provided by operating activities	3,038		2,367
Investing Activities
Capital investments	(2,017	)	(1,842	)
Proceeds from asset sales	73		94
Acquisition of equipment pending financing	(386	)	(617	)
Proceeds from sale of assets financed	386		607
Other investing activities	(65	)	(50	)
Cash used in investing activities	(2,009	)	(1,808	)
Financing Activities
Debt issued	1,340		1,074
Common share repurchases (note 16)	(1,410	)	(1,152	)
Debt repaid	(735	)	(117	)
Dividends paid	(344	)	(272	)
Cash received for option exercises	79		94
Treasury shares repurchased for employee payroll taxes	(28	)	(47	)
Excess tax benefits from equity compensation plans	52		52
Other financing activities	(4	)	4
Cash used in financing activities	(1,050	)	(364	)
Net change in cash and cash equivalents	(21	)	195
Cash and cash equivalents at beginning of year	878		827
Cash and cash equivalents at end of period	$    857		$ 1,022
Changes in Current Assets and Liabilities
Accounts receivable, net	$   (228	)	$   (141	)
Materials and supplies	(116	)	(80	)
Other current assets	35		(33	)
Accounts payable and other current liabilities	193		243
Total	$   (116	)	$     (11	)
Supplemental Cash Flow Information
Non-cash investing and financing activities:
Capital lease financings	$    175		$      74
Cash dividends declared but not yet paid	132		89
Capital investments accrued but not yet paid	100		80
Cash paid during the year for:
Interest, net of amounts capitalized	$   (414	)	$   (364	)
Income taxes, net of refunds	(344	)	(576	)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Changes in Common Shareholders’ Equity (Unaudited)

Union Pacific Corporation and Subsidiary Companies

Millions of Dollars Thousands of Shares	Common Shares	Treasury Shares		Common Shares	Paid-in- Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income/(Loss) (note 9)		Total
Balance at December 31, 2006	275,962	(5,790	)	$   690	$3,943		$11,215		$   (394	)	$(142	)	$15,312
Cumulative effect of adoption of FIN 48	—	—		—	—		(7	)	—		—		(7	)
Balance at January 1, 2007	275,962	(5,790	)	$   690	$3,943		$11,208		$   (394	)	$(142	)	$15,305
Comprehensive income:
Net income				—	—		1,364		—		—		1,364
Other comp. income				—	—		—		—		2		2
Total comp. income (note 9)				—	—		1,364		—		2		1,366
Conversion, stock option exercises, and other	203	2,282		—	(8	)	—		152		—		144
Share repurchases (note 16)	—	(10,226	)	—	—		—		(1,152	)	—		(1,152	)
Cash dividends declared ($1.05 per share)	—	—		—	—		(280	)	—		—		(280	)
Balance at September 30, 2007	276,165	(13,734	)	$   690	$3,935		$12,292		$(1,394	)	$(140	)	$15,383
Balance at January 1, 2008	276,162	(15,292	)	$   690	$3,926		$12,667		$(1,624	)	$  (74	)	$15,585
Comprehensive income:
Net income				—	—		1,677		—		—		1,677
Other comp. income				—	—		—		—		6		6
Total comp. income (note 9)				—	—		1,677		—		6		1,683
Conversion, stock option exercises, and other	452	3,026		1	11		—		147		—		159
Share repurchases (note 16)	—	(18,793	)	—	—		—		(1,328	)	—		(1,328	)
Common stock dividend (note 3)	276,162	(15,292	)	691	—		(691	)	—		—		—
Cash dividends declared ($0.71 per share)	—	—		—	—		(364	)	—		—		(364	)
Balance at September 30, 2008	552,776	(46,351	)	$1,382	$3,937		$13,289		$(2,805	)	$  (68	)	$15,735

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For purposes of this report, unless the context otherwise requires, all references herein to the “Corporation”, “UPC”, “we”, “us”, and “our” mean Union Pacific Corporation and its subsidiaries, including Union Pacific Railroad Company, which will be separately referred to herein as “UPRR” or the “Railroad”.

1.    Basis of Presentation – Our Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America. Our Consolidated Statement of Financial Position at December 31, 2007, is derived from audited financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with our Consolidated Financial Statements and notes thereto contained in our 2007 Annual Report on Form 10-K. The results of operations for the three and nine months ended September 30, 2008, are not necessarily indicative of the results for the entire year ending December 31, 2008.

Certain prior year amounts have been reclassified to conform to the current period financial statement presentation. The reclassifications include reporting freight revenues instead of commodity revenues. The amounts reclassified from freight revenues to other revenues totaled $6 million and $15 million for the three months and nine months ended September 30, 2007, respectively. In addition, we modified our operating expense categories to report fuel used in railroad operations as a stand-alone category, to combine purchased services and materials into one line, and to reclassify certain other expenses among operating expense categories. These reclassifications had no impact on previously reported operating revenues, total operating expenses, operating income or net income.

2.    Operations and Segmentation – The Railroad, along with its subsidiaries and rail affiliates, is our one reportable operating segment. Although revenue is analyzed by commodity group, we analyze the net financial results of the Railroad as one segment due to the integrated nature of our rail network. The following table provides freight revenue by commodity group:

	Three Months Ended September 30,		Nine Months Ended September 30,
Millions of Dollars	2008	2007	2008	2007
Agricultural	$   848	$   670	$  2,382	$  1,886
Automotive	324	348	1,039	1,089
Chemicals	659	586	1,916	1,704
Energy	1,051	824	2,827	2,316
Industrial Products	906	789	2,556	2,335
Intermodal	842	773	2,318	2,168
Total freight revenues	4,630	3,990	13,038	11,498
Other revenues	216	201	646	588
Total operating revenues	$4,846	$4,191	$13,684	$12,086

3.    Stock Split – On May 28, 2008, we completed a two-for-one stock split, effected in the form of a 100% stock dividend. The stock split entitled all shareholders of record at the close of business on May 12, 2008, to receive one additional share of our common stock, par value $2.50 per share, for each share of common stock held on that date. All references to common shares and per share amounts (excluding the Condensed Consolidated Statements of Changes in Common Shareholders’ Equity and December 31, 2007, Condensed Consolidated Statements of Financial Position) have been restated to reflect the stock split for all periods presented.

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4.    Stock-Based Compensation – We have several stock-based compensation plans under which employees and non-employee directors receive stock options, nonvested retention shares, and nonvested stock units. We refer to the nonvested shares and stock units collectively as “retention awards.” We have elected to issue treasury shares to cover option exercises and stock unit vestings, while new shares are issued when retention shares vest. Information regarding stock-based compensation appears in the table below:

	Three Months Ended September 30,		Nine Months Ended September 30,
Millions of Dollars	2008	2007	2008	2007
Stock-based compensation, before tax:
Stock options	$  6	$  5	$18	$15
Retention awards	11	6	30	18
Total stock-based compensation, before tax	$17	$11	$48	$33
Total stock-based compensation, after tax	$11	$  7	$30	$21

Stock Options – We estimate the fair value of our stock option awards using the Black-Scholes option pricing model. Groups of employees and non-employee directors that have similar historical and expected exercise behavior are considered separately for valuation purposes. The table below shows the year-to-date weighted-average assumptions used for valuation purposes:

	Nine Months Ended September 30,
Weighted-Average Assumptions	2008		2007
Risk-free interest rate	2.8	%	4.9	%
Dividend yield	1.4	%	1.4	%
Expected life (years)	5.3		4.7
Volatility	22.2	%	20.9	%
Weighted-average grant-date fair value of options granted	$13.35		$11.19

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is based on historical and expected exercise behavior; and volatility is based on the historical volatility of our stock price over the expected life of the option.

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A summary of stock option activity during the nine months ended September 30, 2008 is presented below:

	Shares (thous.)		Weighted- Average Exercise Price	Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (millions)
Outstanding at January 1, 2008	15,127		$35.77	6.0 yrs.	$409
Granted	1,571		62.40	N/A	N/A
Exercised	(4,161	)	31.88	N/A	N/A
Forfeited or expired	(325	)	34.11	N/A	N/A
Outstanding at September 30, 2008	12,212		$40.57	6.4 yrs.	$374
Vested or expected to vest at September 30, 2008	10,616		$39.63	6.2 yrs.	$335
Options exercisable at September 30, 2008	8,424		$34.90	5.4 yrs.	$305

Stock options are granted at the closing price on the date of grant, have ten-year contractual terms, and vest no later than three years from the date of grant. None of the stock options outstanding at September 30, 2008 are subject to performance or market-based vesting conditions.

At September 30, 2008, there was $27 million of unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted-average period of 1.2 years. Additional information regarding stock option exercises appears in the table below:

	Three Months Ended September 30,		Nine Months Ended September 30,
Millions of Dollars	2008	2007	2008	2007
Intrinsic value of stock options exercised	$38	$29	$163	$126
Cash received from option exercises	17	16	79	94
Tax benefit realized from option exercises	14	11	61	49
Aggregate grant-date fair value of stock options vested	—	1	21	11

Retention Awards – The fair value of retention awards is based on the closing price of the stock at the grant date. Dividend equivalents are paid to participants during the vesting periods.

Changes in our retention awards during the nine months ended September 30, 2008 were as follows:

	Shares (thous.)		Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2008	1,624		$42.04
Granted	652		62.39
Vested	(198	)	32.52
Forfeited	(52	)	46.07
Nonvested at September 30, 2008	2,026		$49.41

Retention awards are granted at no cost to the employee or non-employee director and vest over periods lasting up to four years. At September 30, 2008, there was $59 million of total unrecognized compensation expense related to nonvested retention awards, which is expected to be recognized over a weighted-average period of 2.2 years.

Performance Retention Awards – In January 2008, our Board of Directors approved performance stock unit grants. Other than higher performance targets, the basic terms of these performance stock units are

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identical to those granted in January 2006 and January 2007, including using annual return on invested capital (ROIC) as the performance measure. Stock units awarded to selected employees under these grants are subject to continued employment for 37 months and the attainment of certain levels of ROIC. We expense the fair value of the units that are probable of being earned based on our forecasted ROIC over the 3-year performance period. We measure the fair value of these performance stock units based upon the closing price of the underlying common stock as of the date of grant, reduced by the present value of estimated future dividends. Dividend equivalents are paid to participants only after the units are earned.

The assumptions used to calculate the present value of estimated future dividends related to the January 2008 grant are as follows:

	2008
Dividend per share per quarter	$0.22
Risk-free interest rate at date of grant	2.3	%

Changes in our performance retention awards during the nine months ended September 30, 2008, were as follows:

	Shares (thous.)		Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2008	589		$45.27
Granted	325		60.25
Vested	(3	)	43.81
Forfeited	(29	)	49.65
Nonvested at September 30, 2008	882		$50.66

At September 30, 2008, we had $22 million of total unrecognized compensation expense related to nonvested performance retention awards, which is expected to be recognized over a weighted-average period of 1.4 years. A portion of this expense is subject to achievement of the ROIC levels established for the performance stock unit grants.

5.    Retirement Plans

Pension and Other Postretirement Benefits

Pension Plans – We provide defined benefit retirement income to eligible non-union employees through qualified and non-qualified (supplemental) pension plans. Qualified and non-qualified pension benefits are based on years of service and the highest compensation during the latest years of employment, with specific reductions made for early retirements.

Other Postretirement Benefits (OPEB) – We provide defined contribution medical and life insurance benefits for eligible retirees. These benefits are funded as medical claims and life insurance premiums are paid.

Expense

Both pension and OPEB expense are determined based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The expected long-term rate of return on plan assets is applied to a calculated value of plan assets that recognizes changes in fair value over a five-year period. This practice is intended to reduce year-to-year volatility in pension expense, but it can have the effect of delaying the recognition of differences between actual returns on assets and expected returns based on long-term rate of return assumptions. Differences in actual experience in relation to assumptions are not recognized in net income immediately, but are deferred and, if necessary, amortized as pension or OPEB expense.

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The components of our net periodic pension cost were as follows:

	Pension
	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of Dollars	2008		2007		2008		2007
Service cost	$   8		$   7		$   26		$   26
Interest cost	35		31		101		93
Expected return on plan assets	(38	)	(36	)	(114	)	(108	)
Amortization of:
Prior service cost	1		2		4		5
Actuarial loss	3		5		6		13
Net periodic benefit cost	$   9		$   9		$   23		$   29

The components of our net periodic OPEB cost/(benefit) were as follows:

	OPEB
	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of Dollars	2008		2007		2008		2007
Service cost	$—		$—		$   2		$    2
Interest cost	7		5		17		16
Amortization of:
Prior service credit	(9	)	(8	)	(26	)	(24	)
Actuarial loss	5		1		8		6
Net periodic benefit cost/(benefit)	$    3		$   (2	)	$   1		$—

6.    Other Income – Our other income included the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of Dollars	2008		2007		2008		2007
Rental income	$ 23		$ 15		$ 67		$ 50
Net gain on non-operating asset dispositions	11		24		30		41
Interest income	4		8		16		29
Sale of receivables fees	(5	)	(9	)	(17	)	(26	)
Non-operating environmental costs and other	(10	)	(13	)	(29	)	(18	)
Total	$ 23		$ 25		$ 67		$ 76

7.    Income Taxes – For all federal income tax years prior to 1995, the Internal Revenue Service (IRS) examinations have been completed and the statute of limitations bars any additional tax assessments. Some interest calculation issues remain open back to 1986. In the third quarter, we signed a closing agreement resolving all tax matters at IRS Appeals for tax years 1995 through 1998. The statute of limitations for these years will expire in 2009, except for calculations of interest. This settlement did not have a material effect on our income tax expense.

The IRS has completed its examinations and issued notices of deficiency for tax years 1999 through 2004. We disagree with many of their proposed adjustments, and we are at IRS Appeals for these years. The IRS is examining our tax returns for tax years 2005 and 2006. Additionally, several state tax authorities are examining our state income tax returns for tax years 2000 through 2006.

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At September 30, 2008, our liability for unrecognized tax benefits was $157 million, of which $137 million was classified as current. The majority of this current liability relates to the 1995 through 1998 settlement, which we anticipate will be paid in the fourth quarter.

8.    Earnings Per Share – The following table provides a reconciliation between basic and diluted earnings per share for the three and nine months ended September 30, 2008:

	Three Months Ended September 30,		Nine Months Ended September 30,
Millions, Except Per Share Amounts	2008	2007	2008	2007
Net income	$   703	$   532	$1,677	$1,364
Weighted-average number of shares outstanding:
Basic	506.6	526.5	513.1	534.7
Dilutive effect of stock options	3.6	4.1	3.7	4.2
Dilutive effect of retention shares and units	1.1	0.8	1.0	0.6
Diluted	511.3	531.4	517.8	539.5
Earnings per share – basic	$  1.39	$  1.01	$  3.27	$  2.55
Earnings per share – diluted	$  1.38	$  1.00	$  3.24	$  2.53
Stock options excluded as their inclusion would be antidilutive	—	—	0.5	1.2

9.    Comprehensive Income – Our comprehensive income was as follows:

	Three Months Ended September 30,			Nine Months Ended September 30,
Millions of Dollars	2008	2007		2008		2007
Net income	$703	$532		$1,677		$1,364
Other comprehensive income/(loss):
Defined benefit plans	—	1		(4	)	2
Foreign currency translation	1	(3	)	10		—
Derivatives	—	(1	)	—		—
Total other comprehensive income/(loss) [a]	$     1	$   (3	)	$        6		$       2
Total comprehensive income	$704	$529		$1,683		$1,366

[a] Net of deferred taxes of $1 million and $7 million during the three and nine months ended September 30, 2008, respectively, and $(3) million and $(1) million during the three and nine months ended September 30, 2007, respectively.

The components of accumulated other comprehensive loss were as follows:

Millions of Dollars	Sep. 30, 2008		Dec. 31, 2007
Defined benefit plans	$(59	)	$(55	)
Foreign currency translation	(5	)	(15	)
Derivatives	(4	)	(4	)
Total	$(68	)	$(74	)

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10.    Properties – The following table lists the major categories of property and equipment, as well as the average composite depreciation rate for each category:

Millions of Dollars, Except Percentages	Sep. 30, 2008		Dec. 31, 2007		Depreciation Rate for 2008
Land	$   4,763		$   4,760		N/A
Road
Rail and other track material	11,226		10,622		4.1	%
Ties	6,711		6,354		2.9	%
Ballast	3,579		3,369		2.9	%
Other [a]	12,351		11,865		2.3	%
Total Road	33,867		32,210		3.1	%
Equipment
Locomotives	5,200		5,092		4.6	%
Freight cars	2,010		2,059		4.1	%
Work equipment and other	158		157		3.5	%
Total Equipment	7,368		7,308		4.5	%
Computer hardware/software and other	435		441		13.5	%
Construction in progress	946		935		N/A
Total properties	47,379		45,654		N/A
Accumulated depreciation	(12,077	)	(11,496	)	N/A
Net properties	$ 35,302		$ 34,158		N/A

[a] Other includes grading, bridges and tunnels, signals, buildings, and other road assets.

11.    Accounts Payable and Other Current Liabilities

Millions of Dollars	Sep. 30, 2008	Dec. 31, 2007
Accounts payable	$   791	$732
Accrued wages and vacation	393	394
Accrued casualty costs	423	371
Income and other taxes	518	343
Dividends and interest	273	284
Equipment rents payable	98	103
Other	599	675
Total accounts payable and other current liabilities	$3,095	$2,902

12.    Fair Value Measurements – During the first quarter of 2008, we fully adopted Financial Accounting Standards Board (FASB) Statement No. 157, Fair Value Measurements (FAS 157). FAS 157 established a framework for measuring fair value and expanded disclosures about fair value measurements. The adoption of FAS 157 had no impact on our financial position or results of operations.

FAS 157 applies to all assets and liabilities that are measured and reported on a fair value basis. This enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that each asset and liability carried at fair value be classified into one of the following categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

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At September 30, 2008, the fair value of our derivative assets was approximately $3 million (see note 13). We determined the fair values of our derivative financial instrument positions based upon current fair values as quoted by recognized dealers or the present value of expected future cash flows. As prescribed by FAS 157, we recognize the fair value of our derivative assets as a Level 2 valuation.

13.    Financial Instruments

Strategy and Risk – We may use derivative financial instruments in limited instances for other than trading purposes to assist in managing our overall exposure to fluctuations in interest rates and fuel prices. We are not a party to leveraged derivatives and, by policy, do not use derivative financial instruments for speculative purposes. Derivative financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged, both at inception and throughout the hedged period. We formally document the nature and relationships between the hedging instruments and hedged items at inception, as well as our risk-management objectives, strategies for undertaking the various hedge transactions, and method of assessing hedge effectiveness. Changes in the fair market value of derivative financial instruments that do not qualify for hedge accounting are charged to earnings. We may use swaps, collars, futures, and/or forward contracts to mitigate the risk of adverse movements in interest rates and fuel prices; however, the use of these derivative financial instruments may limit future benefits from favorable price movements.

Market and Credit Risk – We address market risk related to derivative financial instruments by selecting instruments with value fluctuations that highly correlate with the underlying hedged item. We manage credit risk related to derivative financial instruments, which is minimal, by requiring high credit standards for counterparties and periodic settlements. At September 30, 2008, and December 31, 2007, we were not required to provide collateral, nor had we received collateral, relating to our hedging activities.

Interest Rate Fair Value Hedges – We manage our overall exposure to fluctuations in interest rates by adjusting the proportion of fixed and floating rate debt instruments within our debt portfolio over a given period. We generally manage the mix of fixed and floating rate debt through the issuance of targeted amounts of each as debt matures or as we require incremental borrowings. We employ derivatives, primarily swaps, as one of the tools to obtain the targeted mix. In addition, we also obtain flexibility in managing interest costs and the interest rate mix within our debt portfolio by evaluating the issuance of and managing outstanding callable fixed-rate debt securities.

Swaps allow us to convert debt from fixed rates to variable rates and thereby hedge the risk of changes in the debt’s fair value attributable to the changes in interest rates. We account for swaps as fair value hedges using the short-cut method pursuant to FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (FAS 133); therefore, we do not record any ineffectiveness within our Condensed Consolidated Financial Statements.

The following is a summary of our interest rate derivatives qualifying as fair value hedges:

Millions of Dollars, Except Percentages	Sep. 30, 2008		Dec. 31, 2007
Amount of debt hedged	$250		$250
Percentage of total debt portfolio	3	%	3	%
Gross fair value asset position	$    3		$    2

Interest Rate Cash Flow Hedges – We report changes in the fair value of cash flow hedges in accumulated other comprehensive loss until the hedged item affects earnings. At September 30, 2008, and December 31, 2007, we recorded reductions of $4 million as an accumulated other comprehensive loss that is being amortized on a straight-line basis through September 30, 2014. As of September 30, 2008, and December 31, 2007, we had no interest rate cash flow hedges outstanding.

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Sale of Receivables – The Railroad transfers most of its accounts receivable to Union Pacific Receivables, Inc. (UPRI), a bankruptcy-remote subsidiary, as part of a sale of receivables facility. UPRI sells, without recourse on a 364-day revolving basis, an undivided interest in such accounts receivable to investors. The total capacity to sell undivided interests to investors under the facility was $600 million at September 30, 2008, and December 31, 2007. The value of the outstanding undivided interest held by investors under the facility was $600 million at September 30, 2008, and December 31, 2007. The value of the outstanding undivided interest held by investors is not included in our Condensed Consolidated Financial Statements. The value of the undivided interest held by investors was supported by $1,231 million and $1,071 million of accounts receivable held by UPRI at September 30, 2008, and December 31, 2007, respectively. At September 30, 2008, and December 31, 2007, the value of the interest retained by UPRI was $631 million and $471 million, respectively. This retained interest is included in accounts receivable in our Condensed Consolidated Financial Statements. The interest sold to investors is sold at carrying value, which approximates fair value, and there is no gain or loss recognized from the transaction.

The value of the outstanding undivided interest held by investors could fluctuate based upon the availability of eligible receivables and is directly affected by changing business volumes and credit risks, including default and dilution. If default or dilution percentages were to increase one percentage point, the amount of eligible receivables would decrease by $6 million. Should our credit rating fall below investment grade, the value of the outstanding undivided interest held by investors would be reduced, and, in certain cases, the investors would have the right to discontinue the facility.

The Railroad services the sold receivables; however, the Railroad does not recognize any servicing asset or liability, as the servicing fees adequately compensate us for these responsibilities. The Railroad collected approximately $4.7 billion and $4.1 billion during the three months ended September 30, 2008 and 2007, respectively, and $13.3 billion and $11.8 billion during the nine months ended September 30, 2008 and 2007, respectively. UPRI used certain of these proceeds to purchase new receivables under the facility.

The costs of the sale of receivables program are included in other income and were $5 million and $9 million for the three months ended September 30, 2008 and 2007, respectively, and $17 million and $26 million for the nine months ended September 30, 2008 and 2007, respectively. The costs include interest, program fees paid to banks, commercial paper issuing costs, and fees for unused commitment availability.

The investors have no recourse to the Railroad’s other assets except for customary warranty and indemnity claims. Creditors of the Railroad do not have recourse to the assets of UPRI. In October 2008, we extended the sale of receivables program to August 2009 without any significant changes in terms, except to increase the capacity to sell undivided interests to $660 million.

14.    Debt

Credit Facilities – On September 30, 2008, $1.9 billion of credit was available under our revolving credit facility (the facility). The facility is designated for general corporate purposes and supports the issuance of commercial paper. We have not drawn on the facility during 2008. Commitment fees and interest rates payable under the facility are similar to fees and rates available to comparably rated, investment-grade borrowers. The facility allows borrowings at floating rates based on London Interbank Offered Rates, plus a spread, depending upon our senior unsecured debt ratings. The facility requires maintaining a debt-to-net-worth coverage ratio. At September 30, 2008, and December 31, 2007, we were in compliance with this covenant. The facility does not include any other financial restrictions, credit rating triggers (other than rating-dependent pricing), or any other provision that could require us to post collateral. The facility expires in April 2012 and includes a change-of-control provision.

At September 30, 2008, we had $200 million of commercial paper outstanding. Our commercial paper balance is supported by our revolving credit facility but does not reduce the amount of borrowings available under the facility. During the nine months ended September 30, 2008, we issued $500 million of commercial paper and repaid $300 million. Despite the deterioration of the credit and financial markets, we were able to issue an additional $75 million of commercial paper in October of 2008. We also repaid $75 million of existing commercial paper during October of 2008. As of October 20, 2008, our current outstanding commercial paper balance totaled $200 million and was issued as follows:

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• $25 million issued at 4.2%, maturing in October 2008,

• $75 million issued at 5.2%, maturing in November 2008, and

• $100 million issued at 3.9%, maturing in January 2009.

Shelf Registration Statement and Significant New Borrowings – Under our current shelf registration statement, we may issue, from time to time, any combination of debt securities, preferred stock, common stock, or warrants for debt securities or preferred stock in one or more offerings. In July 2008, our Board of Directors authorized the issuance of an additional $3 billion of debt securities under our shelf registration. As a result, at September 30, 2008, we had total authority to issue up to $3.75 billion of debt securities.

On October 7, 2008, we issued $750 million of 7.875% unsecured fixed-rate notes due January 15, 2019. The net proceeds from this offering are for general corporate purposes, including the repurchase of common stock pursuant to our share repurchase program. These debt securities include change-of-control provisions.

We have no immediate plans to issue equity securities; however, we will continue to explore opportunities to replace existing debt or access capital through issuances of debt securities under our shelf registration. Accordingly, we may issue additional debt securities at any time.

On April 17, 2008, we borrowed $100 million under a 5-year-term loan facility (the loan). The loan has a floating rate based on London Interbank Offered Rates, plus a spread, and is prepayable in whole or in part without a premium prior to maturity. The agreement documenting the loan has provisions similar to our revolving credit facility, including identical debt-to-net-worth covenant and change-of-control provisions and similar customary default provisions. The agreement does not include any other financial restrictions, credit rating triggers, or any other provision that would require us to post collateral.

As of September 30, 2008, and December 31, 2007, we have reclassified as long-term debt approximately $650 million and $550 million, respectively, of debt due within one year that we intend to refinance. This reclassification reflects our ability and intent to refinance any short-term borrowings and certain current maturities of long-term debt on a long-term basis.

15.    Commitments and Contingencies

Asserted and Unasserted Claims – Various claims and lawsuits are pending against us and certain of our subsidiaries. We cannot fully determine the effect of all asserted and unasserted claims on our consolidated results of operations, financial condition, or liquidity; however, to the extent possible, where asserted and unasserted claims are considered probable and where such claims can be reasonably estimated, we have recorded a liability. We do not expect that any known lawsuits, claims, environmental costs, commitments, contingent liabilities, or guarantees will have a material adverse effect on our consolidated results of operations, financial condition, or liquidity after taking into account liabilities previously recorded for these matters.

Personal Injury – The cost of personal injuries to employees and others related to our activities is charged to expense based on estimates of the ultimate cost and number of incidents each year. We use third-party actuaries to assist us in measuring the expense and liability, including unasserted claims, on a semi-annual basis. Compensation for work-related accidents is governed by the Federal Employers’ Liability Act (FELA). Under FELA, damages are assessed based on a finding of fault through litigation or out-of-court settlements.

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Personal injury expense was lower for the nine months ended September 30, 2007 compared to the first nine months of 2008 primarily as a result of completion of actuarial studies during 2007, which reflected improvements in our safety experience and lower than expected ultimate settlement costs. A new actuarial study will be completed during the fourth quarter of 2008.

Our personal injury liability activity was as follows:

	Nine Months Ended September 30,
Millions of Dollars	2008		2007
Beginning balance	$ 593		$ 631
Accruals	162		109
Payments	(123	)	(131	)
Ending balance at September 30	$ 632		$ 609
Current portion, ending balance at September 30	$ 204		$ 233

Our personal injury liability is discounted to present value using applicable U.S. Treasury rates. Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to settle these claims may range from approximately $632 million to $684 million. We believe that the $632 million liability recorded at September 30, 2008, is the best estimate of the present value of the future settlement costs of personal injury claims.

Asbestos – We are a defendant in a number of lawsuits in which current and former employees and other parties allege exposure to asbestos. Additionally, we have received claims for asbestos exposure that have not been litigated. The claims and lawsuits (collectively referred to as “claims”) allege occupational illness resulting from exposure to asbestos-containing products. In most cases, the claimants do not have credible medical evidence of physical impairment resulting from the alleged exposures. Additionally, most claims filed against us do not specify an amount of alleged damages.

Our asbestos-related liability activity was as follows:

	Nine Months Ended September 30,
Millions of Dollars	2008		2007
Beginning balance	$265		$302
Accruals/(credits)	—		(20	)
Payments	(9	)	(10	)
Ending balance at September 30	$256		$272
Current portion, ending balance at September 30	$  11		$  13

We have insurance coverage for a portion of the costs incurred to resolve asbestos-related claims, and we have recognized an asset for estimated insurance recoveries at September 30, 2008, and December 31, 2007.

We believe that our estimates of liability for asbestos-related claims and insurance recoveries are reasonable and probable. The amounts recorded for asbestos-related liabilities and related insurance recoveries were based on currently known facts. However, future events, such as the number of new claims filed each year, average settlement costs, and insurance coverage issues, could cause the actual costs and insurance recoveries to be higher or lower than the projected amounts. Estimates also may vary in the future if strategies, activities, and outcomes of asbestos litigation materially change; federal and state laws governing asbestos litigation increase or decrease the probability or amount of compensation of claimants; or there are material changes with respect to payments made to claimants by other defendants.

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Environmental Costs – We are subject to federal, state, and local environmental laws and regulations. We have 332 projects with which we are or may be liable for remediation costs associated with alleged contamination or for violations of environmental requirements. This includes 33 projects that are the subject of actions taken by the U.S. government, 18 of which are currently on the Superfund National Priorities List. Certain federal legislation imposes joint and several liability for the remediation of identified projects; consequently, our ultimate environmental liability may include costs relating to activities of other parties, in addition to costs relating to our own activities with each project.

When an environmental issue has been identified with respect to property owned, leased, or otherwise used in our business, we and our consultants perform environmental assessments on the property. We expense the cost of the assessments as incurred. We accrue the cost of remediation where our obligation is probable and such costs can be reasonably estimated. We do not discount our environmental liabilities when the timing of the anticipated cash payments is not fixed or readily determinable. At September 30, 2008, approximately 14% of our environmental liability was discounted at 3.89%, while approximately 13% of our environmental liability was discounted at 4.15% at December 31, 2007.

Our environmental liability activity was as follows:

	Nine Months Ended September 30,
Millions of Dollars	2008		2007
Beginning balance	$209		$210
Accruals	34		28
Payments	(35	)	(34	)
Ending balance at September 30	$208		$204
Current portion, ending balance at September 30	$  58		$  54

The environmental liability includes costs for remediation and restoration of sites, as well as for ongoing monitoring costs, but excludes any anticipated recoveries from third parties. Cost estimates are based on information available for each project, financial viability of other potentially responsible parties, and existing technology, laws, and regulations. We believe that we have adequately accrued for our ultimate share of costs at sites subject to joint and several liability. However, the ultimate liability for remediation is difficult to determine because of the number of potentially responsible parties involved, site-specific cost sharing arrangements with other potentially responsible parties, the degree of contamination by various wastes, the scarcity and quality of volumetric data related to many of the sites, and the speculative nature of remediation costs. Estimates of liability may vary over time due to changes in federal, state, and local laws governing environmental remediation. We do not expect current obligations to have a material adverse effect on our results of operations or financial condition.

Guarantees – At September 30, 2008, we were contingently liable for $467 million in guarantees. We have recorded a liability of $5 million for these obligations as of both September 30, 2008, and December 31, 2007. We entered into these contingent guarantees in the normal course of business, and they include guaranteed obligations related to our headquarters building, equipment financings, and affiliated operations. The final guarantee expires in 2022. We are not aware of any existing event of default that would require us to satisfy these guarantees. We do not expect that these guarantees will have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.

Indemnities – Our maximum potential exposure under indemnification arrangements, including certain tax indemnifications, can range from a specified dollar amount to an unlimited amount, depending on the nature of the transactions and the agreements. Due to uncertainty as to whether claims will be made or how they will be resolved, we cannot reasonably determine the probability of an adverse claim or reasonably estimate any adverse liability or the total maximum exposure under these indemnification

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arrangements. We do not have any reason to believe that we will be required to make any material payments under these indemnity provisions.

16.    Share Repurchase Program – On January 30, 2007, our Board of Directors authorized the repurchase of up to 40 million shares of Union Pacific Corporation common stock through the end of 2009. On May 1, 2008, our Board of Directors authorized the repurchase of an additional 40 million common shares by March 31, 2011. As of September 30, 2008, we have repurchased a total of $2.8 billion of Union Pacific Corporation common stock since the original repurchase plan was authorized. Our assessments of market conditions and other pertinent facts guide the timing and volume of all repurchases. We expect to fund our common stock repurchases through cash generated from operations, the sale or lease of various operating and non-operating properties, debt issuances, and cash on hand.

	Number of Shares Purchased [a]		Average Price Paid [a]
	2008	2007	2008	2007
First quarter	6,512,278	4,088,000	$61.83	$49.34
Second quarter	6,337,197	7,299,400	$75.83	$58.20
Third quarter	5,943,111	9,064,042	$74.85	$57.97
Total	18,792,586	20,451,442	$70.67	$56.33
Remaining number of shares that may yet be repurchased [a]				35,960,372

[a] All share numbers and prices have been restated to reflect the stock split completed on May 28, 2008 (see Note 3).

17.    Accounting Pronouncements – In March 2008, FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (FAS 161). FAS 161 amends and expands the disclosure requirements of FAS 133 to clarify how and why companies use derivative instruments. In addition, FAS 161 requires more disclosures regarding how companies account for derivative instruments and the impact derivatives have on a company’s financial statements. This statement is effective for us beginning in 2009. We are in the process of evaluating the impact FAS 161 may have on our consolidated financial position, results of operations and cash flows.

In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (FAS 162). FAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles in the United States. FAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of ‘Present fairly in conformity with generally accepted accounting principles’”. FAS 162 is not expected to have a material impact on our financial statements.

In June 2008, the FASB released a staff position on Emerging Issues Task Force Issue 03-6, Participating Securities and the Two-Class Method under FASB Statement No. 128 (EITF 03-6). The staff position concludes that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities as defined in EITF 03-6; and therefore, should be included in computing earnings per share using the two-class method. As discussed in note 4, Union Pacific pays nonforfeitable dividends to its unvested retention awards and performance retention awards. This staff position will be effective for Union Pacific’s financial statements beginning in 2009. We are still evaluating the impact that this staff position will have on the presentation of our basic and diluted earnings per share.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

RESULTS OF OPERATIONS

Three and Nine Months Ended September 30, 2008, Compared to

Three and Nine Months Ended September 30, 2007

For purposes of this report, unless the context otherwise requires, all references herein to “UPC”, “Corporation”, “we”, “us”, and “our” shall mean Union Pacific Corporation and its subsidiaries, including Union Pacific Railroad Company, which we separately refer to as “UPRR” or the “Railroad”.

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and applicable notes to the Condensed Consolidated Financial Statements, Item 1, and other information included in this report. Our Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (GAAP).

The Railroad, along with its subsidiaries and rail affiliates, is our one reportable business segment. Although revenue is analyzed by commodity, we analyze the net financial results of the Railroad as one segment due to the integrated nature of the rail network.

Available Information

Our Internet website is www.up.com. We make available free of charge on our website (under the “Investors” caption link) our Annual Reports on Form 10-K; our Quarterly Reports on Form 10-Q; our current reports on Form 8-K; our proxy statements; Forms 3, 4, and 5, filed on behalf of directors and executive officers; and amendments to such reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (SEC). We also make available on our website previously filed SEC reports and exhibits via a link to EDGAR on the SEC’s Internet site at www.sec.gov. Additionally, our corporate governance materials, including By-Laws, Board Committee charters, governance guidelines and policies, and codes of conduct and ethics for directors, officers, and employees are available on our website. From time to time, the corporate governance materials on our website may be updated as necessary to comply with rules issued by the SEC and the New York Stock Exchange or as desirable to promote the effective and efficient governance of our company. Any security holder wishing to receive, without charge, a copy of any of our SEC filings or corporate governance materials should send a written request to: Secretary, Union Pacific Corporation, 1400 Douglas Street, Omaha, NE 68179.

References to our website address in this report, including references in Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 2, are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this report.

Critical Accounting Policies and Estimates

We base our discussion and analysis of our financial condition and results of operations upon our Condensed Consolidated Financial Statements. The preparation of these financial statements requires estimation and judgment that affect the reported amounts of revenues, expenses, assets, and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If these estimates differ materially from actual results, the impact on the Condensed Consolidated Financial Statements may

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be material. Our critical accounting policies are available in Item 7 of our 2007 Annual Report on Form 10-K. There have not been any significant changes with respect to these policies during the first nine months of 2008.

RESULTS OF OPERATIONS

Quarterly Summary

We reported earnings of $1.38 per diluted share on net income of $703 million in the third quarter of 2008 compared to earnings of $1.00 per diluted share on net income of $532 million for the third quarter of 2007. Year-to-date 2008 net income was $1.7 billion versus $1.4 billion for the same period in 2007. Yield increases, network management initiatives, improved productivity, and reduced workforce levels more than offset cost increases due to higher fuel prices, inflation, and weather-related expenses during both periods. In addition, volume levels declined in the third quarter due to continued softness in some market sectors and business disruptions resulting from Hurricanes Gustav and Ike.

In September of this year, Hurricanes Gustav and Ike hit the Gulf Coast area. Although our infrastructure did not sustain significant damage from the hurricanes, debris and downed power lines blocked our tracks from Houston to Arkansas and Louisiana, impacting our network. In addition, widespread and lengthy commercial power outages severely limited the ability of our customers in the region from resuming production for several weeks. The Railroad’s operations were fully restored in October. The network outages and disruptions resulted in lost revenue and higher operating costs, reducing third quarter earnings by an estimated $0.08 per diluted share.

Operationally, we improved our network fluidity despite the disruptions caused by the hurricanes. As reported to the Association of American Railroads (AAR), average train speed and terminal dwell time improved 10% and 3%, respectively, during the third quarter of 2008 compared to 2007. Terminal processing initiatives and improved asset utilization, combined with reduced volume levels, drove the improvement.

Operating Revenues

	Three Months Ended September 30,		%		Nine Months Ended September 30,		%
Millions of Dollars	2008	2007	Change		2008	2007	Change
Freight revenues	$4,630	$3,990	16	%	$13,038	$11,498	13	%
Other revenues	216	201	7		646	588	10
Total	$4,846	$4,191	16	%	$13,684	$12,086	13	%

The primary drivers of freight revenues are volume (carloads) and average revenue per car (ARC). ARC varies with changes in price, commodity mix, and fuel surcharges. Other revenues consist primarily of revenues earned by our subsidiaries, revenues from our commuter rail operations, and accessorial revenues, which we earn when customers retain equipment owned or controlled by us or when we perform additional services such as switching or storage.

We recognize freight revenues on a percentage-of-completion basis as freight moves from origin to destination. We allocate freight revenues between reporting periods based on the relative transit time in each reporting period and recognize expenses as we incur them. We recognize other revenues as we perform services or meet contractual obligations. As a result of contract negotiations with some of our customers, we have provided incentives for meeting or exceeding specified cumulative volumes or shipping to and from specific locations, which we record as a reduction to freight revenues based on the actual or projected future shipments.

Freight revenue from five of the six commodity groups increased during the third quarter and year-to-date periods of 2008, with particularly strong growth from agricultural and energy shipments. While

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revenue generated from chemical and industrial products shipments grew in both periods compared to 2007, Hurricanes Gustav and Ike reduced shipments of these commodities. Revenue generated from automotive shipments declined versus 2007. ARC increased during both periods compared to 2007, driven by greater fuel cost recoveries and core pricing improvement. Fuel cost recoveries include fuel surcharge revenue and the impact of resetting the base fuel price for certain traffic, as described below in more detail. Volume declined in both periods compared to 2007 as fewer automotive, intermodal, chemical and industrial products shipments more than offset growth of agricultural and energy shipments.

Our fuel surcharge programs (excluding index-based contract escalators that contain some provision for fuel) generated $750 million and $1.79 billion in freight revenues in the third quarter and year-to-date periods of 2008. Fuel surcharge revenue is not comparable to prior periods due to the implementation of new mileage-based fuel surcharge programs beginning in April 2007 for regulated traffic. Regulated traffic represents approximately 19% of our current revenue base. We also converted a portion of our non-regulated traffic to mileage-based fuel surcharge programs. Additionally, we reset the base fuel price at which the new mileage-based fuel surcharges take effect. The resetting of the fuel price at which the fuel surcharge begins, in conjunction with rebasing the affected transportation rates to include a portion of what had been in the fuel surcharge, did not materially change our freight revenue, as higher base rates offset lower fuel surcharge revenue.

Other revenue increased in the third quarter and year-to-date periods of 2008 versus 2007 driven by higher revenues from both our commuter rail operations and our subsidiary that brokers intermodal services. Accessorial revenues also increased in both periods due to improved collection rates.

The following tables summarize the year-over-year changes in freight revenues, revenue carloads, and ARC by commodity type:

Freight Revenues	Three Months Ended September 30,		%		Nine Months Ended September 30,		%
Millions of Dollars	2008	2007	Change		2008	2007	Change
Agricultural	$   848	$   670	27	%	$   2,382	$   1,886	26	%
Automotive	324	348	(7	)	1,039	1,089	(5	)
Chemicals	659	586	12		1,916	1,704	12
Energy	1,051	824	28		2,827	2,316	22
Industrial Products	906	789	15		2,556	2,335	9
Intermodal	842	773	9		2,318	2,168	7
Total	$4,630	$3,990	16	%	$13,038	$11,498	13	%
Revenue Carloads	Three Months Ended September 30,		%		Nine Months Ended September 30,		%
Thousands	2008	2007	Change		2008	2007	Change
Agricultural	243	232	5	%	719	663	8	%
Automotive	153	201	(24	)	517	623	(17	)
Chemicals	224	238	(6	)	690	701	(2	)
Energy	615	600	3		1,758	1,702	3
Industrial Products	329	339	(3	)	979	1,006	(3	)
Intermodal	834	912	(9	)	2,441	2,594	(6	)
Total	2,398	2,522	(5	)%	7,104	7,289	(3	)%

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	Three Months Ended September 30,		%		Nine Months Ended September 30,		%
ARC	2008	2007	Change		2008	2007	Change
Agricultural	$3,486	$2,888	21	%	$3,314	$2,846	16	%
Automotive	2,114	1,729	22		2,010	1,747	15
Chemicals	2,951	2,469	20		2,778	2,432	14
Energy	1,709	1,374	24		1,608	1,361	18
Industrial Products	2,747	2,327	18		2,609	2,322	12
Intermodal	1,010	846	19		950	835	14
Average	$1,931	$1,582	22	%	$1,835	$1,577	16	%

Agricultural Products – Price improvements, fuel surcharges, and volume growth generated higher agricultural freight revenue in the third quarter and nine-month periods of 2008 versus 2007. Strong global demand for grain and a weak dollar drove higher shipments of corn and feed grains in both periods and shipments of wheat and food grains for the year-to-date period of 2008. Third quarter wheat and food grain shipments declined versus 2007 due to lower Gulf exports, which reached near record levels in the third quarter of 2007.

Automotive – Double-digit declines in shipments of both finished vehicles and auto parts drove freight revenue lower in the third quarter and year-to-date periods of 2008 compared to 2007. Price improvements and fuel surcharges partially offset these lower volumes in both periods. The major manufacturers experienced poor sales and reduced vehicle production during the third quarter and all of 2008 due to the soft economy, which in turn reduced shipments of finished vehicles and parts. In addition, a major parts supplier strike reduced volume levels for the year-to-date period compared to 2007. Shipments of finished vehicles decreased 25% and 21% in the third quarter and year-to-date periods of 2008 versus 2007.

Chemicals – The primary drivers of higher revenue from chemicals shipments during both the third quarter and year-to-date periods were price improvements and fuel surcharges, which were partially offset by a decrease in volume levels in both periods. Weak market conditions and business interruptions resulting from Hurricanes Gustav and Ike all contributed to lower liquid and dry chemicals shipments. Plastics shipments also declined in both periods due to the effects of the hurricanes.

Energy – Price increases, fuel surcharges, and higher volume produced revenue growth in the third quarter and year-to-date periods of 2008 versus 2007. Shipments from the Southern Powder River Basin of Wyoming were up 7% and 6% in the third quarter and year-to-date periods of 2008 compared to 2007. Mine flooding and network interruptions caused by extensive flooding in the Midwest in June of this year partially offset year-to-date volume levels. Conversely, shipments from the Colorado and Utah mines were down 8% and 3% for the third quarter and year-to-date periods of 2008 versus 2007, due to lower mine production.

Industrial Products – Price improvements and fuel surcharges contributed to higher freight revenue in the third quarter and year-to-date periods of 2008 compared to 2007. Lower volume partially offset these increases. Continued softening of the housing market and weak market conditions resulted in lower lumber shipments in the third quarter and nine-month periods of 2008. In addition, cement shipments declined in both periods due to a weak overall residential and construction market. Business interruptions resulting from the hurricanes also reduced various construction-related shipments, primarily stone. Conversely, we had higher steel shipments in both periods compared to 2007 as the weak dollar increased the cost of steel imports, creating a strong market for domestic steel.

Intermodal – Price increases and fuel surcharges generated the revenue improvement in the third quarter and year-to-date periods of 2008, partially offset by lower volume levels. International traffic declined 14% and 9% in both periods of 2008 versus 2007, reflecting a general softening of imports from China. Notably, the peak intermodal shipping season, which usually starts in the third quarter, was particularly weak this year. Additionally, continued weakness in domestic housing and automotive sectors translated

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into weak demand in large sectors of the international intermodal market, which also contributed to lower volumes. Domestic traffic increased 2% in the third quarter due to growth of our legacy contract business and some share gain from trucks. Year-to-date, domestic traffic declined slightly compared to 2008 due to the loss of a customer contract and lower volumes from less-than-truckload shippers. Additionally, the flood-related embargo on traffic in the Midwest during the second quarter hindered intermodal volume levels in the year-to-date period.

Mexico Business – The results for each commodity group include shipments to and from Mexico. Revenue from Mexico business increased 16% to $422 million in the third quarter and 14% to $1.2 billion in the year-to-date period of 2008 compared to 2007. Price improvements and fuel surcharges contributed to these increases in both periods, partially offset by 8% and 3% declines in volume during the third quarter and year-to-date periods.

Operating Expenses

	Three Months Ended September 30,		%		Nine Months Ended September 30,		%
Millions of Dollars	2008	2007	Change		2008	2007	Change
Compensation and benefits	$1,123	$1,095	3	%	$  3,356	$3,405	(1	)%
Fuel	1,135	786	44		3,251	2,201	48
Purchased services and materials	481	479	—		1,444	1,400	3
Depreciation	348	332	5		1,034	984	5
Equipment and other rents	326	342	(5	)	1,006	1,035	(3	)
Other	218	152	43		659	550	20
Total	$3,631	$3,186	14	%	$10,750	$9,575	12	%

Operating expenses increased $445 million and $1.2 billion in the third quarter and nine-month periods of 2008 versus the comparable periods in 2007. Fuel price per gallon rose 59% and 56% during the third quarter and year-to-date periods, increasing operating expenses by $411 million and $1.15 billion, compared to 2007. Wage, benefit, and materials inflation, higher depreciation and casualty expense, and costs associated with the January Cascade mudslide and Hurricanes Gustav and Ike also increased expenses in both periods. Cost savings from productivity improvements, better resource utilization, and lower volume-related costs in both periods helped offset these increases.

Compensation and Benefits – Compensation and benefits include wages, payroll taxes, health and welfare costs, pension costs, other postretirement benefits, and incentive costs. General wage and benefit inflation and higher pension and postretirement benefits increased expenses in the third quarter and year-to-date periods, reflecting higher salaries and wages. Also, in the third quarter of 2007, we incurred lower backpay expenses associated with the 2007 labor contract ratifications and reduced long-term disability costs, further increasing the year-over-year variance. Conversely, productivity initiatives in all areas, combined with lower volume, led to a 3% and 4% decline in our workforce for the third quarter and nine-month periods of 2008, saving $43 million and $146 million, respectively, compared to 2007.

Fuel – Fuel includes locomotive fuel and gasoline for highway and non-highway vehicles and heavy equipment. Diesel fuel prices, which averaged $3.70 per gallon (including taxes and transportation costs) in the third quarter of 2008 compared to $2.32 per gallon in the same period in 2007, increased expenses by $411 million. A 7% improvement in our fuel consumption rate resulted in $54 million of cost savings due to the use of newer, more fuel efficient locomotives; our fuel conservation programs; improved network operations; and a shift in commodity mix, primarily due to growth in bulk shipments. Volume, as measured by gross ton-miles, decreased 3% in the third quarter, lowering expenses by $19 million compared to 2007. Year-to-date, diesel fuel prices averaged $3.36 per gallon (including taxes and transportation costs) compared to $2.15 per gallon in the same period in 2007, increasing expenses by $1.15 billion. A 4% improvement in our fuel consumption rate and a 1% decrease in gross-ton-miles reduced expenses by $97 million and $24 million, compared to 2007.

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Purchased Services and Materials – Purchased services and materials expense includes the costs of services purchased from outside contractors; materials used to maintain the Railroad’s lines, structures, and equipment; costs of operating facilities jointly used by UPRR and other railroads; transportation and lodging for train crew employees; trucking and contracting costs for intermodal containers; leased automobile maintenance expenses; and tools and supplies. Costs associated with the September hurricanes increased expenses approximately $11 million, but were mostly offset by lower locomotive contract repairs and reduced consulting fees. Year-to-date, higher contract costs (including restoration costs related to the January Cascade mudslide, June Midwest flooding, and September hurricanes) increased expenses $35 million compared to 2007. Higher material costs for freight car wheel sets during the year and an increase in the number of wheel sets required to repair flood damaged freight cars during the third quarter also contributed to higher materials expense in both periods. Conversely, rail scrap proceeds associated with our rail replacement program partially offset these increases in both periods.

Depreciation – The majority of depreciation relates to track structure, including rail, ties, and other track material. A higher depreciable asset base, reflecting higher capital spending in recent years, increased depreciation expense in the third quarter and year-to-date periods of 2008.

Equipment and Other Rents – Equipment and other rents expense primarily includes rental expense that the Railroad pays for freight cars owned by other railroads or private companies; freight car, intermodal, and locomotive leases; other specialty equipment leases; and office and other rentals. Fewer shipments of finished vehicles, industrial products and intermodal containers combined with improved cycle times, which reflect operational improvement and better asset utilization, reduced our short term freight car rental expense by $17 million and $37 million in the third quarter and year-to-date periods of 2008 compared to 2007. In addition, lower lease expense for freight cars and intermodal containers decreased costs in both periods. Conversely, lease expense for fleet vehicles and other equipment increased costs in the third quarter of 2008 compared to 2007.

Other – Other costs include personal injury costs, freight and property damage, insurance, environmental expense, state and local taxes, utilities, telephone and cellular expenses, employee travel expense, and computer software and other general expenses. Other costs were higher in the third quarter and nine-month period of 2008 compared to the same periods of 2007, primarily due to an increase in personal injury expenses. We reduced personal injury expense by $30 million and $47 million in the first and third quarters of 2007 as a result of two actuarial studies, which produced unfavorable comparisons for the third quarter and year-to-date periods ended September 30, 2008. Increased property damage expense, state and local taxes, and higher utility costs in the third quarter and year-to-date periods of 2008 also drove the year-over-year increase.

Non-Operating Items

	Three Months Ended September 30,				%		Nine Months Ended September 30,				%
Millions of Dollars	2008		2007		Change		2008		2007		Change
Other income	$   23		$   25		(8	)%	$   67		$   76		(12	)%
Interest expense	(130	)	(124	)	5		(384	)	(357	)	8
Income taxes	(405	)	(374	)	8		(940	)	(866	)	9

Other Income – Other income decreased in the third quarter and year-to-date periods of 2008 compared to 2007 due to lower gains from real estate sales and decreased returns on cash investments reflecting lower interest rates. Higher environmental expense with respect to our non-operating properties also drove the decline in other income for the year-to-date period versus 2007. Higher rental and licensing income in the third quarter and year-to-date periods partially offset the decreases.

Interest Expense – Interest expense increased in the third quarter and year-to-date periods of 2008 versus 2007 due to higher weighted-average debt levels. In the third quarter, the weighted-average debt level was

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$8.4 billion, compared to $7.6 billion in 2007. Year-to-date, the weighted-average debt level was $8.2 billion, compared to $7.2 billion in 2007. A lower effective interest rate of 6.2% and 6.3% in the third quarter and year-to-date periods of 2008, respectively, compared to 6.5% and 6.6% in both periods of 2007 partially offset the higher weighted-average debt levels in both periods.

Income Taxes – Income taxes were higher in the third quarter and year-to-date periods of 2008 compared to 2007, driven by higher pre-tax income. Our effective tax rates for the third quarter and year-to-date periods of 2008 were 36.6% and 35.9% compared to 41.3% and 38.8% for the corresponding periods of 2007. The lower effective tax rates in 2008 result from several reductions in tax expense related to federal audits and state tax law changes. In addition, the effective tax rates in 2007 were increased by Illinois legislation that increased deferred tax expense in the third quarter of 2007.

OTHER OPERATING/PERFORMANCE AND FINANCIAL STATISTICS

We report key Railroad performance measures weekly to the Association of American Railroads, including carloads, average daily inventory of rail cars on our system, average train speed, and average terminal dwell time. We provide this data on our website at www.up.com/investors/reports/index.shtml.

Operating/Performance Statistics

Railroad performance measures reported to the AAR, as well as other performance measures, are included in the table below:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2008	2007	Change		2008	2007	Change
Average train speed (miles per hour)	23.7	21.5	10	%	22.9	21.6	6	%
Average terminal dwell time (hours)	24.4	25.2	(3	)%	24.7	25.1	(2	)%
Average rail car inventory (thou.)	300.4	311.8	(4	)%	303.3	310.7	(2	)%
Gross ton-miles (billions)	262.4	269.4	(3	)%	776.7	785.1	(1	)%
Revenue ton-miles (billions)	145.8	144.0	1	%	427.4	418.4	2	%
Operating ratio	74.9	76.0	(1.1	)pt	78.6	79.2	(0.6	)pt
Employees (average)	48,324	50,060	(3	)%	48,697	50,529	(4	)%
Customer satisfaction index	83	79	4	pt	82	80	2	pt

Average Train Speed – Average train speed is calculated by dividing train miles by hours operated on our main lines between terminals. Ongoing network management initiatives, productivity improvements, and lower volume levels contributed to 10% and 6% improvements in average train speed during the third quarter and nine-month periods of 2008 compared to 2007, despite network disruptions resulting from the Cascade mudslide in January, Midwest flooding during the second quarter, and the recent hurricanes in September.

Average Terminal Dwell Time – Average terminal dwell time is the average time that a rail car spends at our terminals. Lower average terminal dwell time improves asset utilization and service. Average terminal dwell time improved 3% and 2% in the third quarter and nine-month periods of 2008 compared to 2007. Lower volumes combined with initiatives to more timely deliver rail cars to our interchange partners and customers continue to improve dwell time.

Average Rail Car Inventory – Our average rail car inventory is the number of freight cars on-line throughout the system. Lower rail car inventory is desirable for network fluidity. Our rail car inventory improved 4% and 2% during the third quarter and year-to-date periods of 2008 compared to 2007, as we continued to focus on network management initiatives.

Gross and Revenue Ton-Miles – Gross ton-miles are calculated by multiplying the weight of loaded and empty freight cars by the number of miles hauled. Revenue ton-miles are calculated by multiplying the

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weight of freight by the number of tariff miles. Gross ton-miles decreased 3%, while revenue ton-miles increased 1% in the third quarter of 2008. Increased agricultural shipments (a higher density commodity) with a longer length of haul drove the growth in revenue ton-miles relative to the 5% carload decline.

Operating Ratio – Operating ratio is defined as our operating expenses as a percentage of operating revenue. Our operating ratios were 74.9% and 76.0% in the third quarter of 2008 and 2007, respectively. Price increases, fuel cost recoveries, network management initiatives, and improved productivity more than offset the impact of higher fuel prices.

Employees – Productivity initiatives reduced employee levels throughout the Company in the third quarter and nine-month periods of 2008 versus 2007. Fewer train and engine personnel due to improved network productivity and lower volumes drove the change.

Customer Satisfaction Index – The customer satisfaction survey asks customers to rate how satisfied they are with our performance over the last 12 months on a variety of attributes. A higher score indicates higher customer satisfaction. The improvement in survey results in the third quarter and year-to-date periods of 2008 generally reflects customer recognition of our improving service.

Debt to Capital / Adjusted Debt to Capital

Millions of Dollars, Except Percentages	Sep. 30, 2008		Dec. 31, 2007
Debt to Capital:
Debt (a)	$  8,462		$  7,682
Equity	15,735		15,585
Capital (b)	$24,197		$23,267
Debt to capital (a/b)	35.0	%	33.0	%
Adjusted Debt to Capital:
Debt	$  8,462		$  7,682
Value of sold receivables	600		600
Net present value of operating leases	3,674		3,783
Adjusted debt (a)	12,736		12,065
Equity	15,735		15,585
Adjusted capital (b)	$28,471		$27,650
Adjusted debt to capital (a/b)	44.7	%	43.6	%

Adjusted debt to capital is a non-GAAP financial measure under SEC Regulation G and Item 10 of SEC Regulation S-K. We believe this measure is important to management and investors in evaluating the total amount of leverage in our capital structure, including off-balance sheet lease obligations, which we generally incur in connection with financing the acquisition of locomotives and freight cars and certain facilities. We monitor the ratio of adjusted debt to capital as we manage our capital structure to balance cost-effective and efficient access to the capital markets with the Corporation’s overall cost of capital. Adjusted debt to capital should be considered in addition to, rather than as a substitute for, debt to capital. The tables above provide a reconciliation from debt to capital to adjusted debt to capital. Our September 30, 2008 debt to capital ratios increased as a result of a $780 million net increase in debt from December 31, 2007, and purchases of our common stock under our share repurchase program, partially offset by an increase in retained earnings due to higher earnings in 2008.

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LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

Cash Flows	Nine Months Ended September 30,
Millions of Dollars	2008		2007
Cash provided by operating activities	$ 3,038		$ 2,367
Cash used in investing activities	(2,009	)	(1,808	)
Cash used in financing activities	(1,050	)	(364	)
Net change in cash and cash equivalents	$     (21	)	$    195

Cash Provided by Operating Activities – Higher net income in the first nine months of 2008 and changes in working capital combined to increase cash provided by operating activities. Higher inventory balances, in part due to higher fuel prices, partially offset this increase.

Cash Used in Investing Activities – Increased capital investments and lower proceeds from asset sales drove the increase in cash used in investing activities.

The table below details our cash capital investments:

	Nine Months Ended September 30,
Millions of Dollars	2008	2007
Track	$1,320	$1,226
Capacity and commercial facilities	476	330
Locomotives and freight cars	127	212
Other	94	74
Total	$2,017	$1,842

Cash Used in Financing Activities – Cash used in financing activities increased in the first nine months of 2008 versus 2007 due to higher debt repayments of $618 million, an increase of $258 million for the repurchase of common shares and an increase of dividends paid, reflecting our higher quarterly dividend. Higher debt issuances of $266 million partially offset these increases.

Free Cash Flow – Free cash flow is a non-GAAP financial measure under SEC Regulation G. We believe free cash flow is important to management and investors in evaluating our financial performance and measures our ability to generate cash without incurring additional external financings. Free cash flow should be considered in addition to, rather than as a substitute for, cash provided by operating activities. The table below reconciles cash provided by operating activities (GAAP measure) to free cash flow (non-GAAP measure).

	Nine Months Ended September 30,
Millions of Dollars	2008		2007
Cash provided by operating activities	$ 3,038		$ 2,367
Cash used in investing activities	(2,009	)	(1,808	)
Dividends paid	(344	)	(272	)
Free cash flow	$    685		$    287

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Financing Activities

Credit Facilities – On September 30, 2008, $1.9 billion of credit was available under our revolving credit facility (the facility). The facility is designated for general corporate purposes and supports the issuance of commercial paper. We have not drawn on the facility during 2008. Commitment fees and interest rates payable under the facility are similar to fees and rates available to comparably rated, investment-grade borrowers. The facility allows borrowings at floating rates based on London Interbank Offered Rates, plus a spread, depending upon our senior unsecured debt ratings. The facility requires maintaining a debt-to-net-worth coverage ratio. At September 30, 2008, and December 31, 2007, we were in compliance with this covenant. The facility does not include any other financial restrictions, credit rating triggers (other than rating-dependent pricing), or any other provision that could require us to post collateral. The facility expires in April 2012 and includes a change-of-control provision.

At September 30, 2008, we had $200 million of commercial paper outstanding. Our commercial paper balance is supported by our revolving credit facility but does not reduce the amount of borrowings available under the facility. During the nine months ended September 30, 2008, we issued $500 million of commercial paper and repaid $300 million. Despite the deterioration of the credit and financial markets, we were able to issue an additional $75 million of commercial paper in October of 2008. We also repaid $75 million of existing commercial paper during October of 2008. As of October 20, 2008, our current outstanding commercial paper balance totaled $200 million and was issued as follows:

• $25 million issued at 4.2%, maturing in October 2008,

• $75 million issued at 5.2%, maturing in November 2008, and

• $100 million issued at 3.9%, maturing in January 2009.

Shelf Registration Statement and Significant New Borrowings – Under our current shelf registration statement, we may issue, from time to time, any combination of debt securities, preferred stock, common stock, or warrants for debt securities or preferred stock in one or more offerings. In July 2008, our Board of Directors authorized the issuance of an additional $3 billion of debt securities under our shelf registration. As a result, at September 30, 2008, we had total authority to issue up to $3.75 billion of debt securities.

On October 7, 2008, we issued $750 million of 7.875% unsecured fixed-rate notes due January 15, 2019. The net proceeds from this offering are for general corporate purposes, including the repurchase of common stock pursuant to our share repurchase program. These debt securities include change-of-control provisions.

We have no immediate plans to issue equity securities; however, we will continue to explore opportunities to replace existing debt or access capital through issuances of debt securities under our shelf registration. Accordingly, we may issue additional debt securities at any time.

On April 17, 2008, we borrowed $100 million under a 5-year-term loan facility (the loan). The loan has a floating rate based on London Interbank Offered Rates, plus a spread, and is prepayable in whole or in part without a premium prior to maturity. The agreement documenting the loan has provisions similar to our revolving credit facility, including identical debt-to-net-worth covenant and change-of-control provisions and similar customary default provisions. The agreement does not include any other financial restrictions, credit rating triggers, or any other provision that would require us to post collateral.

As of September 30, 2008, and December 31, 2007, we have reclassified as long-term debt approximately $650 million and $550 million, respectively, of debt due within one year that we intend to refinance. This reclassification reflects our ability and intent to refinance any short-term borrowings and certain current maturities of long-term debt on a long-term basis.

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Common Shareholders’ Equity

Stock Split – On May 28, 2008, we completed a two-for-one stock split, effected in the form of a 100% stock dividend. The stock split entitled all shareholders of record at the close of business on May 12, 2008, to receive one additional share of our common stock, par value $2.50 per share, for each share of common stock held on that date.

Share Repurchase Program – On January 30, 2007, our Board of Directors authorized the repurchase of up to 40 million shares of Union Pacific Corporation common stock through the end of 2009. On May 1, 2008, our Board of Directors authorized the repurchase of an additional 40 million common shares by March 31, 2011. As of September 30, 2008, we have repurchased a total of $2.8 billion of Union Pacific Corporation common stock since the original repurchase plan was authorized. Our assessments of market conditions and other pertinent facts guide the timing and volume of all repurchases. We expect to fund our common stock repurchases through cash generated from operations, the sale or lease of various operating and non-operating properties, debt issuances, and cash on hand.

	Number of Shares Purchased [a]		Average Price Paid [a]
	2008	2007	2008	2007
First quarter	6,512,278	4,088,000	$61.83	$49.34
Second quarter	6,337,197	7,299,400	$75.83	$58.20
Third quarter	5,943,111	9,064,042	$74.85	$57.97
Total	18,792,586	20,451,442	$70.67	$56.33
Remaining number of shares that may yet be repurchased [a]				35,960,372

[a] All share numbers and prices have been restated to reflect the stock split completed on May 28, 2008.

Off-Balance Sheet Arrangements, Contractual Obligations, and Commercial Commitments

As described in the notes to the Condensed Consolidated Financial Statements and as referenced in the tables below, we have contractual obligations and commercial commitments that may affect our financial condition. Based on our assessment of the underlying provisions and circumstances of our contractual obligations and commercial commitments, including material sources of off-balance sheet and structured finance arrangements, other than the risks that we and other similarly situated companies face with respect to the current and future condition of the capital markets (as described in Item 1A of Part II of this report), there is no known trend, demand, commitment, event, or uncertainty that is reasonably likely to occur that would have a material adverse effect on our consolidated results of operations, financial condition, or liquidity. In addition, our commercial obligations, financings, and commitments are customary transactions that are similar to those of other comparable corporations, particularly within the transportation industry.

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The following tables identify material obligations and commitments as of September 30, 2008:

		Payments Due by September 30,
Contractual Obligations Millions of Dollars	Total	2009	2010	2011	2012	2013	After 2013	Other
Debt [a]	$11,619	$1,296	$   718	$   836	$1,011	$   891	$  6,867	$—
Operating leases	5,836	633	583	546	471	386	3,217	—
Capital lease obligations [b]	1,914	191	173	179	121	155	1,095	—
Purchase obligations [c]	3,519	728	384	346	260	244	1,525	32
Other post retirement benefits [d]	396	39	40	41	41	41	194	—
Income tax contingencies [e]	157	137	—	—	—	—	—	20
Total contractual obligations	$23,441	$3,024	$1,898	$1,948	$1,904	$1,717	$12,898	$  52

[a] Excludes capital lease obligations of $1,276 million, unamortized discount of $(106) million, and market value adjustments of $3 million for debt with qualifying hedges that are recorded as assets on the Condensed Consolidated Statements of Financial Position. Includes an interest component of $4,330 million.

[b] Represents total obligations, including interest component of $638 million.

[c] Purchase obligations include locomotive maintenance contracts; purchase commitments for locomotives, ties, ballast, and rail; and agreements to purchase other goods and services. For amounts where we can not reasonably estimate the year of settlement, they are reflected in the Other column.

[d] Includes estimated other postretirement, medical, and life insurance payments and payments made under the unfunded pension plan for the next ten years. No amounts are included for funded pension as no contributions are currently required.

[e] Future cash flows for income tax contingencies reflect the liability recorded, including interest and penalties, in accordance with FIN 48 as of September 30, 2008. Where we can reasonably estimate the years in which these liabilities may be settled, this is shown in the table. For amounts where we can not reasonably estimate the year of settlement, they are reflected in the Other column.

		Amount of Commitment Expiration by September 30,
Other Commercial Commitments Millions of Dollars	Total	2009	2010	2011	2012	2013	After 2013
Credit facilities [a]	$1,900	$—	$—	$—	$1,900	$—	$—
Sale of receivables [b]	600	600	—	—	—	—	—
Guarantees [c]	467	28	47	62	35	7	288
Standby letters of credit [d]	28	28	—	—	—	—	—
Total commercial commitments	$2,995	$656	$  47	$  62	$1,935	$    7	$288

[a] None of the credit facility was used as of September 30, 2008.

[b] $600 million of the sale of receivables program was utilized at September 30, 2008.

[c] Includes guaranteed obligations related to our headquarters building, equipment financings, and affiliated operations.

[d] None of the letters of credit were drawn upon as of September 30, 2008.

Sale of Receivables – The Railroad transfers most of its accounts receivable to Union Pacific Receivables, Inc. (UPRI), a bankruptcy-remote subsidiary, as part of a sale of receivables facility. UPRI sells, without recourse on a 364-day revolving basis, an undivided interest in such accounts receivable to investors. The total capacity to sell undivided interests to investors under the facility was $600 million at September 30, 2008, and December 31, 2007. The value of the outstanding undivided interest held by investors under the facility was $600 million at September 30, 2008, and December 31, 2007. The value of the outstanding undivided interest held by investors is not included in our Condensed Consolidated Financial Statements. The value of the undivided interest held by investors was supported by $1,231 million and $1,071 million of accounts receivable held by UPRI at September 30, 2008, and December 31, 2007, respectively. At September 30, 2008, and December 31, 2007, the value of the interest retained by UPRI was $631 million and $471 million, respectively. This retained interest is included in accounts receivable in our Condensed Consolidated Financial Statements. The interest sold to investors is sold at carrying value, which approximates fair value, and there is no gain or loss recognized from the transaction.

The value of the outstanding undivided interest held by investors could fluctuate based upon the availability of eligible receivables and is directly affected by changing business volumes and credit risks, including default and dilution. If default or dilution percentages were to increase one percentage point,

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the amount of eligible receivables would decrease by $6 million. Should our credit rating fall below investment grade, the value of the outstanding undivided interest held by investors would be reduced, and, in certain cases, the investors would have the right to discontinue the facility.

The Railroad services the sold receivables; however, the Railroad does not recognize any servicing asset or liability, as the servicing fees adequately compensate us for these responsibilities. The Railroad collected approximately $4.7 billion and $4.1 billion during the three months ended September 30, 2008 and 2007, respectively, and $13.3 billion and $11.8 billion during the nine months ended September 30, 2008 and 2007, respectively. UPRI used certain of these proceeds to purchase new receivables under the facility.

The costs of the sale of receivables program are included in other income and were $5 million and $9 million for the three months ended September 30, 2008 and 2007, respectively, and $17 million and $26 million for the nine months ended September 30, 2008 and 2007, respectively. The costs include interest, program fees paid to banks, commercial paper issuing costs, and fees for unused commitment availability.

The investors have no recourse to the Railroad’s other assets except for customary warranty and indemnity claims. Creditors of the Railroad do not have recourse to the assets of UPRI. In October 2008, we extended the sale of receivables program to August 2009 without any significant changes in terms, except to increase the capacity to sell undivided interests to $660 million.

OTHER MATTERS

Asserted and Unasserted Claims – Various claims and lawsuits are pending against us and certain of our subsidiaries. We cannot fully determine the effect of all asserted and unasserted claims on our consolidated results of operations, financial condition, or liquidity; however, to the extent possible, where asserted and unasserted claims are considered probable and where such claims can be reasonably estimated, we have recorded a liability. We do not expect that any known lawsuits, claims, environmental costs, commitments, contingent liabilities, or guarantees will have a material adverse effect on our consolidated results of operations, financial condition, or liquidity after taking into account liabilities previously recorded for these matters.

Indemnities – Our maximum potential exposure under indemnification arrangements, including certain tax indemnifications, can range from a specified dollar amount to an unlimited amount, depending on the nature of the transactions and the agreements. Due to uncertainty as to whether claims will be made or how they will be resolved, we cannot reasonably determine the probability of an adverse claim or reasonably estimate any adverse liability or the total maximum exposure under these indemnification arrangements. We do not have any reason to believe that we will be required to make any material payments under these indemnity provisions.

Accounting Pronouncements – In March 2008, the Financial Accounting Standards Board (FASB) issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (FAS 161). FAS 161 amends and expands the disclosure requirements of FAS 133 to clarify how and why companies use derivative instruments. In addition, FAS 161 requires more disclosures regarding how companies account for derivative instruments and the impact derivatives have on a company’s financial statements. This statement is effective for us beginning in 2009. We are in the process of evaluating the impact FAS 161 may have on our consolidated financial position, results of operations and cash flows.

In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (FAS 162). FAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles in the United States. FAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of ‘Present fairly in conformity with generally accepted accounting principles’”. FAS 162 is not expected to have a material impact on our financial statements.

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In June 2008, the FASB released a staff position on Emerging Issues Task Force Issue 03-6, Participating Securities and the Two-Class Method under FASB Statement No. 128 (EITF 03-6). The staff position concludes that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities as defined in EITF 03-6; and therefore, should be included in computing earnings per share using the two-class method. As discussed in note 4, Union Pacific pays nonforfeitable dividends to its unvested retention awards and performance retention awards. This staff position will be effective for Union Pacific’s financial statements beginning in 2009. We are still evaluating the impact that this staff position will have on the presentation of our basic and diluted earnings per share.

CAUTIONARY INFORMATION

Certain statements in this report, and statements in other reports or information filed or to be filed with the SEC (as well as information included in oral statements or other written statements made or to be made by us), are, or will be, forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements include, without limitation, statements and information set forth under the caption “2008 Outlook” in Item 7 of our 2007 Annual Report on Form 10-K, and any other statements or information in this report (including information incorporated herein by reference) regarding: expectations as to operational or service improvements; expectations regarding the effectiveness of steps taken or to be taken to improve operations, service, infrastructure improvements, transportation plan modifications, and management of customer traffic on the system to meet demand; expectations as to cost savings, revenue growth, and earnings; the time by which goals, targets, or objectives will be achieved; projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, future economic performance, and general economic conditions; proposed new products and services; estimates of costs relating to environmental remediation and restoration; expectations that claims, litigation, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, or other matters will not have a material adverse effect on our consolidated results of operations, financial condition, or liquidity and any other similar expressions concerning matters that are not historical facts.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times that, or by which, such performance or results will be achieved. Forward-looking information is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.

Forward-looking statements and information reflect the good faith consideration by management of currently available information, and may be based on underlying assumptions believed to be reasonable under the circumstances. However, such information and assumptions (and, therefore, such forward-looking statements and information) are or may be subject to variables or unknown or unforeseeable events or circumstances over which management has little or no influence or control. The Risk Factors in Item 1A of our Annual Report on Form 10-K, filed on February 28, 2008, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements, and this report, including this Item 2, should be read in conjunction with these Risk Factors. To the extent circumstances require or we deem it otherwise necessary, we will update or amend these risk factors in a Form 10-Q or Form 8-K. Amendments and additions to these risk factors are set forth in Item 1A of Part II of this report.

Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes to the Quantitative and Qualitative Disclosures About Market Risk previously disclosed in our 2007 Annual Report on Form 10-K.

Item 4. Controls and Procedures

As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer (CEO) and Executive Vice President – Finance and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based upon that evaluation, the CEO and the CFO concluded that, as of the end of the period covered by this report, the Corporation’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Additionally, the CEO and CFO determined that there have been no changes to the Corporation’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in legal proceedings, claims, and litigation that occur in connection with our business. Management routinely assesses our liabilities and contingencies in connection with these matters based upon the latest available information. Consistent with SEC rules and requirements, we describe material pending legal proceedings (other than ordinary routine litigation incidental to our business), material proceedings known to be contemplated by governmental authorities, other proceedings arising under federal, state, or local environmental laws and regulations (including governmental proceedings involving potential fines, penalties, or other monetary sanctions in excess of $100,000) and such other pending matters that we may determine to be appropriate. We do not have any matters or events requiring a disclosure under this Item 1 for the period covered by this report.

Environmental Matters

We received notices from the EPA and state environmental agencies alleging that we are or may be liable under federal or state environmental laws for remediation costs at various sites throughout the United States, including sites on the Superfund National Priorities List or state superfund lists. We cannot predict the ultimate impact of these proceedings and suits because of the number of potentially responsible parties involved, the degree of contamination by various wastes, the scarcity and quality of volumetric data related to many of the sites, and the speculative nature of remediation costs.

Information concerning environmental claims and contingencies and estimated remediation costs is set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Environmental, Item 7 of our 2007 Annual Report on Form 10-K.

Other Matters

None.

Item 1A. Risk Factors

The following amendments and additions to the risk factors included under this Item 1A reflect the current conditions of the capital markets, which present uncertainties to all companies that rely on capital markets for liquidity or financing. The information in this Item 1A should be considered in conjunction with the other risk factors identified in our 2007 Annual Report on Form 10-K filed on February 28, 2008 and the statements under the caption “Cautionary Information” in Item 2 of Part I of this report.

We May Be Affected by General Economic Conditions – Prolonged negative changes in domestic and global economic conditions or disruptions of either or both of the financial and credit markets, including the availability of short and long-term debt financing, may affect the producers and consumers of the commodities we carry and may have a material adverse effect on our results of operations, financial condition, and liquidity.

We Utilize Capital Markets – We rely on the capital markets to provide some of our capital requirements, including the issuance of long-term debt instruments and commercial paper from time-to-time, as well as the sale of certain of our receivables. Significant instability or disruptions of the capital markets, including the credit markets, or deterioration of our financial condition due to internal or external factors could restrict or prohibit our access to, and significantly increase the cost of, commercial paper and other financing sources, including bank credit facilities and issuance of corporate bonds. Any of these factors alone or in combination could also result in a reduction of our credit rating to below investment grade, which could prohibit or restrict us from utilizing our current sale of receivables program or accessing external sources of short and long-term debt financing and significantly increase the costs associated with utilizing a sale of receivables program and issuing both commercial paper and long-term debt.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities – The following table presents common stock repurchases during each month for the third quarter of 2008:

Period	Total Number of Shares Purchased [a]	Average Price Paid per Share	Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program [b]	Maximum Number of Shares That May Yet Be Purchased Under the Plan or Program [b]
Jul. 1 through Jul. 31	3,684,021	$73.31	3,627,211	38,276,272
Aug. 1 through Aug. 31	1,488,978	78.99	1,483,800	36,792,472
Sep. 1 through Sep. 30	840,119	74.83	832,100	35,960,372
Total	6,013,118	$74.93	5,943,111	N/A

[a] Total number of shares purchased during the quarter includes 70,007 shares delivered or attested to UPC by employees to pay stock option exercise prices, satisfy excess tax withholding obligations for stock option exercises or vesting of retention units, and pay withholding obligations for vesting of retention shares.

[b] On January 30, 2007, our Board of Directors authorized us to repurchase up to 20 million (40 million post-split) shares of our common stock through December 31, 2009. We may make these repurchases on the open market or through other transactions. Our management has sole discretion with respect to determining the timing and amount of these transactions. On May 1, 2008, our Board of Directors authorized an additional repurchase of 20 million (40 million post-split) shares of our common stock through March 31, 2011.

Dividend Restriction – We have a restriction related to the payment of cash dividends to our shareholders due to a debt-to-net-worth covenant requirement under our current revolving credit facility. The amount of retained earnings available for dividends was $11.3 billion and $11.5 billion at September 30, 2008 and December 31, 2007, respectively.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit No.	Description of Exhibits Filed with this Statement
3(a)	Revised Articles of Incorporation of UPC, as amended through May 1, 2008.
10	UPC Executive Incentive Plan, effective May 5, 2005, as amended September 25, 2008.
12(a)	Ratio of Earnings to Fixed Charges for the Three Months Ended September 30, 2008 and 2007.
12(b)	Ratio of Earnings to Fixed Charges for the Nine Months Ended September 30, 2008 and 2007.
31(a)	Certification 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)	Certification 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.
	Description of Exhibits Incorporated by Reference
3(b)	By-Laws of UPC, effective September 25, 2008, are incorporated herein by reference to Exhibit 3.2 to the Corporation’s Current Report of Form 8-K, filed on September 30, 2008.
4	Form of Debt Security (Note) is incorporated herein by reference to Exhibit 4.1 to the Corporation’s Current Report on Form 8-K, filed on October 7, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 23, 2008

UNION PACIFIC CORPORATION (Registrant)
By	/s/ Robert M. Knight, Jr.
	Robert M. Knight, Jr.,
	Executive Vice President – Finance and
	Chief Financial Officer
	(Principal Financial Officer)
By	/s/ Jeffrey P. Totusek
	Jeffrey P. Totusek,
	Vice President and Controller
	(Principal Accounting Officer)

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EX-3.(A)

Exhibit 3(a)

REVISED ARTICLES OF INCORPORATION

OF

UNION PACIFIC CORPORATION

Adopted May 1, 1969

Including Amendments Effective January 27, 1977,

April 25, 1980, April 19, 1985, May 12, 1987,

April 17, 1992, April 25, 1996 and May 1, 2008

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

UNION PACIFIC CORPORATION

Pursuant to the provisions of Sections 57 and 60 of the Utah Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment, constituting Revised Articles of Incorporation, to its Articles of Incorporation:

1. The name of the corporation is Union Pacific Corporation.

2. The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on May 1, 1969, in the manner prescribed by the Utah Business Corporation Act:

REVISED ARTICLES OF INCORPORATION

OF

UNION PACIFIC CORPORATION

FIRST: The name of the Corporation is Union Pacific Corporation.

SECOND: The period of duration of the corporation is perpetual.

THIRD: The purpose or purposes for which the corporation is organized are:

1. To engage in any and all transportation activities, including transportation by rail, motor vehicle, pipeline, water carrier and aircraft, and any other means of conveyance whatsoever now in existence or at any time hereafter produced, invented or developed, wheresoever situated.

2. To engage in any and all activities concerned with the development, production and marketing of natural resources, wheresoever situated, including acquiring, using, enjoying, turning to account, drilling for, mining, manufacturing, processing, working, refining, handling, contracting for, purchasing, taking, receiving, investing in, leasing, subleasing, owning, holding, exploring for, managing,

dealing in, deeding, mortgaging, pledging, exchanging, trading, selling, conveying, assigning and disposing of oil, gas, coal and other minerals, timber, water and any other natural resources, and including the construction and maintenance of wells, mines, pipelines, refineries, plants, mills, reservoirs, dams, ditches and any other facilities useful or convenient in the conduct of the foregoing activities.

3. To engage in any and all real estate activities, including acquiring, using, enjoying, turning to account, contracting for, constructing, purchasing, taking, receiving, investing in, leasing, subleasing, owning, holding, maintaining, improving, developing, working, operating, exploring, managing, dealing in, deeding, mortgaging, pledging, exchanging, trading, selling, conveying, assigning and disposing of any and all kinds of real property, wheresoever situated, and any and all rights, privileges, options, concessions, licenses, claims, grants, franchises, easements, royalties, tenements, estates and interests therein, including the power to engage in any and all hotel, innkeeping, tourist and restaurant activities.

4. To acquire, use, enjoy, turn to account, or become interested in, by means of investment in, purchase, contract, merger, consolidation, lease, sublease, deed, mortgage, pledge, exchange, conveyance, assignment, participation in syndicates or otherwise, all or any part of the business, securities, rights, privileges, franchises, good will, assets and properties of any person, corporation, joint-stock company, joint venture, association, partnership, firm, trust, or syndicate, or of the United States, any state, municipality, district or territory thereof, any foreign country, or any other body politic, or any subdivision, instrumentality or agency of the foregoing, or of any other entity engaged in any activity whatsoever and wheresoever situated, and to pay for the same in whole or in part by cash, shares, stocks, bonds, debentures, voting trust certificates, scrip, warrants, rights, trust receipts, bank acceptances, coupons, trust deeds, mortgages, commercial paper, income certificates, certificates of indebtedness, certificates of interest, notes and other choses in action, obligations, securities, evidences of indebtedness, or any similar instruments of whatsoever kind, or otherwise, and to undertake or assume all or any part of the debts, obligations and liabilities of the foregoing entities.

5. To acquire, use, enjoy, turn to account, or become interested in, by means of investment in, purchase, subscription, underwriting, contract, lease, sublease, deed, mortgage, pledge, exchange, conveyance, assignment, participation in syndicates, or otherwise, and to receive,

own, hold, whether in its own name, in trust, in the name of a nominee or in any other form whatsoever, vote, guarantee, lend, transfer, deal in, deed, mortgage, pledge, exchange, sell, convey, assign, realize upon, employ and dispose of any and all forms of securities, whether fully paid or subject to further payment, including shares, stocks, bonds, debentures, voting trust certificates, scrip, warrants, rights, trust receipts, bank acceptances, coupons, trust deeds, mortgages, commercial paper, income certificates, certificates of indebtedness, certificates of interest, notes and other choses in action, obligations, securities, evidences of indebtedness, or any similar instruments of whatsoever kind, issued or created by any person, corporation, joint-stock company, joint venture, association, partnership, firm, trust syndicate, the United States, any state, municipality, district or territory thereof, any foreign country, any other body politic, any subdivision, instrumentality or agency of the foregoing or any other entity engaged in any activity whatsoever and wheresoever situated, whether the objective of any of the foregoing be current income, gain in capital or principal, or acquisition of interests useful in the business of the corporation.

6. To acquire, use, enjoy, turn to account, become interested in, contract for, construct, purchase, take, receive, invest in, lease, sublease, own, hold, maintain, improve, develop, work, operate, manufacture, process, prepare for market, store, manage, deal in, deed, mortgage, pledge, exchange, trade, export, import, sell, convey, assign, and dispose of goods, commodities, raw materials, wares, merchandise, and any and all other kinds of personal property, wheresoever situated, and any and all rights, privileges, options, concessions, licenses, claims, grants, franchises, royalties and interests therein.

7. To promote, finance, aid or assist, financially or otherwise, in any manner, whether by loan, subsidy, guarantee, indorsement or otherwise, whether secured or unsecured, any person, corporation, joint-stock company, joint venture, association, partnership, firm, trust, syndicate, the United States, any state, municipality, district or territory thereof, any foreign country, any other body politic, any subdivision, instrumentality or agency of the foregoing or any other entity engaged in any activity whatsoever and wheresoever situated, and, in connection therewith, to guarantee or to become surety for the payment or satisfaction of any principal, interest or dividends and to participate in any compromise, consolidation, merger, dissolution, reorganization, bankruptcy or other arrangement or proceeding.

8. To enter into, make and perform agreements, contracts and undertakings of every kind and description, with

any person, corporation, joint-stock company, joint venture, association, partnership, firm, trust syndicate, the United States, any state, municipality, district or territory thereof, any foreign country, any other body politic, any subdivision, instrumentality or agency of the foregoing or any other entity engaged in any activity whatsoever and wheresoever situated.

9. To borrow or raise monies for any of the purposes of the corporation, and to draw, make, create, execute, issue, accept, endorse and assign any and all forms of securities, whether fully paid or subject to further payment, including shares, stocks, bonds, debentures, voting trust certificates, scrip, warrants, rights, trust receipts, bank acceptances, coupons, trust deeds, mortgages, commercial paper, income certificates, certificates of indebtedness, certificates of interest, notes and other choses in action, obligations, evidences of indebtedness, or any similar instruments of whatsoever kind, without security, or to secure the payment of any thereof by deed, mortgage, pledge, conveyance, assignment, indenture, agreement or instrument of trust, or by other lien upon, assignment of or agreement with regard to, all or any part of the property, real or personal, or franchises, income, rights or privileges of the corporation wheresoever situated, whether at the time owned or thereafter to be acquired.

10. To acquire, use, enjoy, turn to account, or become interested in, by means of investment in, purchase, subscription, contract, lease, sublease, deed, mortgage, pledge, exchange, conveyance, assignment, participation in syndicates, registration or otherwise and to license, operate, develop, manufacture, lease, sublease, own, hold, enjoy, transfer, deal in, deed, mortgage, pledge, exchange, sell, convey, assign, apply for register, and dispose of inventions, processes, devices, designs, formulae, improvements, trademarks, trade names, copyrights, licenses, letters patent, patent rights, distinctive words or symbols, and any and all improvements or modifications thereof, and rights, interests, privileges, licenses, grants, concessions and franchises in any way pertaining thereto and wheresoever situated.

11. To act as agent, broker, consignee, factor or otherwise for the accounts of others in all parts of the world.

12. To establish and maintain offices, foreign companies and agencies and to appoint, employ and retain agents, subagents, salesmen, factors, brokers and other representatives and employees in all parts of the world.

13. To purchase or otherwise acquire and to own, hold, transfer, deal in, deed, mortgage, pledge, exchange, sell,

convey, assign and dispose of shares of its own capital stock and its bonds, debentures, voting trust certificates, scrip, warrants, rights, trust receipts, coupons, trust deeds, mortgages, commercial paper, income certificates, certificates of indebtedness, certificates of interest, notes and other choses in action, obligations, securities, evidences of indebtedness or any similar instruments of whatsoever kind issued by the corporation.

14. To make donations for the public welfare or for charitable, scientific, religious or educational purposes.

15. To engage in any other activity or enterprise not prohibited by applicable law, with all powers attendant thereto, to perform any of the activities hereinbefore set forth to the same extent as any natural person might or could do, to have and to exercise all powers necessary or convenient to effect any or all of the purposes which the corporation is authorized to pursue, and to exercise any of the aforesaid powers and effectuate any of the aforesaid purposes directly or by means of one or more subsidiaries or affiliates, domestic or foreign, either by itself or in collaboration with others.

The enumeration herein of specific purposes shall not be deemed to limit or restrict in any manner the powers, objects, purposes, rights, interests, privileges, franchises, properties, and land or other grants, which the corporation, or any of its constituent or predecessor companies, is, was or may be entitled to under these Articles of Incorporation and any law now, heretofore or hereafter applicable.

FOURTH: The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 40,000,000 shares which shall be divided into two classes as follows:

10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and

30,000,000 shares of Common Stock (Common Stock) of the par value of $10 per share.

The designations, voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of the above classes of stock shall be as follows:

I

PREFERRED STOCK

1. Shares of Preferred Stock may be issued in one or more series at such time or times and for such consideration or considerations as the Board of Directors may determine. All shares of any one series of Preferred Stock shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to dates from which dividends thereon may be cumulative. All series shall rank equally and be identical in all respects, except as permitted by the following provisions of Section 2 of this Division I.

2. The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series with such designations, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors and as are not stated and expressed in these Revised Articles of Incorporation or any amendment thereto, including determination of any of the following:

(a) the distinctive serial designation and the number of shares constituting a series;

(b) the dividend rate or rates, the payment date or dates for dividends and the participating or other special rights, if any, with respect to dividends;

(c) whether the shares shall be redeemable and, if so, the price or prices at which and the terms and conditions on which the shares may be redeemed;

(d) the amount or amounts payable upon the shares in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation prior to any payment or distribution of the assets of the corporation to any class or classes of stock of the corporation junior in rank to the Preferred Stock;

(e) whether the shares shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of shares of a series and, if so entitled, the amount of such fund and the manner of its application, including the price or prices at which

the shares may be redeemed or purchased through the application of such fund; and

(f) whether the shares shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange.

3. Before any dividends on any class or classes of stock of the corporation junior in rank to the Preferred Stock (other than dividends dividends payable in shares of any class or classes of stock of the corporation junior in rank to the Preferred Stock) shall be declared or paid or set apart for payment, the holders of shares of Preferred Stock of each series shall be entitled to such cash dividends, but only when and as declared by the Board of Directors out of funds of the corporation legally available therefor, as they may be entitled to in accordance with the resolution or resolutions adopted by the Board of Directors providing for the issue of such series, payable on such dates in March, June, March, June, September and December in each year as may be fixed in such resolution or resolutions. Whenever dividends shall not have been paid, or declared and set apart for payment, upon all shares of Preferred Stock of each series, at the rate established by the resolution or resolutions adopted by the Board of directors providing for the issue of each such such series, such deficiency shall be cumulative and shall be paid, or declared and set apart for payment, before any dividends can be declared or paid on any class or classes of stock of the corporation junior in rank to the Preferred Stock. Accumulations of dividends on the Preferred Stock shall not bear interest. The term “class or classes of stock of the corporation junior in rank to the Preferred Stock” shall mean the Common Stock and any other class or classes of stock of the corporation hereafter authorized which shall rank junior to the Preferred Stock as to dividends or upon liquidation.

4. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of shares of Preferred Stock of the corporation shall be entitled to be paid or to have set apart for payment such sum or sums per share as shall be stated in the respective resolution or resolutions adopted by the Board of Directors providing for the issue of each series of Preferred Stock, together in each case with a sum equal to accrued and unpaid dividends, if any, at the rate of the dividends fixed therefor, to the date fixed for payment of such sum or sums,

before any payment shall be made to the holders of the Common Stock. The voluntary sale, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of its property or assets to, or a consolidation or merger of the corporation with, one or more corporations shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, for purposes of this section 4 of this Division I.

5. So long as any of the Preferred Stock is outstanding, the corporation will not

(a) Without the affirmative vote or consent of the holders of at least 66 2/3 % of the shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by resolution adopted at a special or annual meeting of stockholders, (I) create any other class or classes of stock prior in rank to the Preferred Stock, either as to dividends or upon liquidation, or increase the authorized number of shares of any such class of stock, or (ii) amend, alter or repeal any of the provisions hereof or of any resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock, so as adversely to affect the preferences, rights or powers of the Preferred Stock; or

(b) Without the affirmative vote or consent of the holders of at least a majority of the shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by resolution adopted at a special or annual meeting of stockholders, (i) increase the authorized number of shares of Preferred Stock, (ii) create or increase the authorized number of shares of any other class or classes of stock ranking on a parity with the Preferred Stock either as to dividends or upon liquidation, or (iii) sell, lease or convey all or substantially all of the property or business of the corporation, or voluntarily liquidate, dissolve or wind up the corporation, or merge or consolidate the corporation and any other corporation unless the resulting or surviving corporation will have after such merger or consolidation no stock either authorized or outstanding (except such stock of the corporation as may have been authorized or outstanding immediately preceding such merger or consolidation, or such stock of the resulting or surviving corporation as may be issued in exchange therefor) prior in rank either as to dividends or upon liquidation to the Preferred Stock or the stock of the resulting or surviving corporation issued in exchange therefor; provided, however, that no consent of the holders of the Preferred Stock shall be required by

the foregoing in connection with any mortgaging or other hypothecation by the corporation of all or any part of its property or business.

6. Each holder of Preferred Stock shall be entitled to one vote for each share held and, except as otherwise herein or by law provided, the Preferred Stock and Common Stock of the corporation shall vote together as one class, except that while the holders of Preferred Stock, voting as a class, are entitled to elect two directors as provided in Section 7 of this Division I, they shall not be entitled to participate with the Common Stock in the election of any other directors.

7. (a) If and whenever dividends on the Preferred Stock shall be in arrears and such arrears shall aggregate an amount at least equal to six quarterly dividends upon such stock, then and in such event the holders of the Preferred Stock, voting separately as a class, shall be entitled, at the next annual meeting of the shareholders or at a special meeting held in place thereof, or at a special meeting of the holders of the Preferred Stock called as hereinafter provided, to elect two directors. Whenever all arrears in dividends on the Preferred Stock then outstanding shall have been paid and dividends thereon for the current quarterly period shall have been paid or declared and a sum sufficient for the payment thereof set aside, then the right of the holders of the Preferred Stock to elect such number of directors shall cease, but subject always to the same provisions for the vesting of such voting rights in the case of any similar future arrearages in dividends.

(b) At any time after such voting power shall have so vested in the Preferred Stock, the Secretary of the corporation may, and upon the written request of the holders of record of 10% or more of the shares of Preferred Stock then outstanding, shall, call a special meeting of the holders of the Preferred Stock for the election of the directors to be elected by them as hereinafter provided, to be held within 30 days after such call and at the place and upon the notice provided by law and in the bylaws for the holding of meetings of stockholders; provided, however, that the Secretary shall not be required to call such meeting in the case of any such request received less than 90 days before the date fixed for any annual meeting of shareholders. If any such special meeting required to be called as above provided shall not be called by the Secretary within 30 days after receipt of any such request, then the holders of record of 10% or more of the shares of Preferred Stock then outstanding may designate in writing one of their number to call such meeting, and the person so designated may call such meeting to be held at the place and upon

the notice above provided, and for that purpose shall have access to the stock ledger of the corporation. No such special meeting and no adjournment thereof shall be held on a date later than 30 days before the annual meeting of the stockholders or a special meeting held in place thereof next succeeding the time when the holders of the Preferred Stock become entitled to elect directors as above provided.

(c) Notwithstanding that the directors of this corporation may be divided into one, two or three classes as authorized by law, if any meeting of the shareholders shall be held while holders of Preferred Stock voting as a class are entitled to elect two directors as hereinabove provided, and if the holders of at least a majority of the Preferred Stock then outstanding shall be present or represented by proxy at such meeting or any adjournment thereof, then, by vote of the holders of at least a majority of the Preferred Stock present or so represented at such meeting, the then authorized number of directors of the corporation shall be increased by two and at such meeting of the holders of the Preferred Stock shall be entitled to elect the additional directors so provided for, but no such additional director so elected shall hold office beyond the annual meeting of the shareholders or a special meeting held in place thereof next succeeding the time when the holders of the Preferred Stock become entitled to elect two directors as above provided. Whenever the holders of the Preferred Stock shall be divested of special voting power as above provided, the terms of office of all persons elected as directors by the holders of the Preferred Stock as a class shall forthwith terminate, and the authorized number of directors of the corporation shall be reduced accordingly.

In case a class of preferred stock other than the Preferred Stock, prior in rank to or on a parity with the Preferred Stock as to dividends or upon liquidation, shall be created and issued, nothing herein contained shall prevent any such other class from being given the right, in case dividends thereon or sinking fund requirements, if any, thereof shall be in arrears, to vote as part of the same class as and equally with the Preferred Stock and to have and exercise, pari passu with the shares of Preferred Stock entitled to vote on any matters, any and all voting rights and powers hereinbefore set forth with respect to the Preferred Stock, provided, however, that nothing herein contained shall prevent the giving of additional voting power not inconsistent with that granted in this paragraph to any class of preferred stock other than the Preferred Stock.

8. Shares of Preferred Stock which have been issued and reacquired in any manner by the corporation (excluding, until the corporation elects to retire them, shares which are held as treasury shares but including shares redeemed, shares purchased and retired and shares which have been converted into shares of Common Stock) shall have the status of authorized but unissued shares of Preferred Stock and may be reissued.

II

COMMON STOCK

1. Subject to the preferential rights of the Preferred Stock, the holders of the Common Stock shall be entitled to receive, to the extent permitted by law, such dividends as may be declared from time to time by the Board of Directors.

2. The holders of the Common Stock shall have the exclusive right to receive any dividends which may be declared payable in stock of the corporation of any class or in property.

3. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the corporation, after distribution in full of the preferential amount to be distributed to the holders of shares of the Preferred Stock, holders of the Common Stock shall be entitled to receive all the remaining assets of the corporation, of whatever kind, available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

4. Except as may be otherwise required by law or these Revised Articles of Incorporation, the holders of Common Stock shall have one vote in respect of each share of stock held of record on the books of the corporation and shall vote together, share for share, with the holders of the Preferred Stock as one class for the election of directors and upon all other matters voted upon by the shareholders.

III

OTHER PROVISIONS

1. Subject to the protective conditions and restrictions of any outstanding Preferred Stock, any amendment to these Revised Articles of Incorporation which shall

increase or decrease the authorized capital stock of any class or classes may be adopted by the affirmative vote of the holders of a majority of the outstanding shares of the voting stock of the corporation.

2. The shares of all classes of capital stock of this corporation may be issued by this corporation from time to time for such consideration as from time to time may be fixed by the Board of Directors of this corporation without action by or consent of the stockholders, provided that shares of capital stock having a par value shall not be issued for consideration less than such par value; and all shares of all classes of capital stock of this corporation so issued shall be deemed fully paid and non-assessable and the holders of such shares shall not be liable thereunder to this corporation or its creditors. No stockholder of this corporation shall have any pre-emptive or preferential right of subscription to any shares of any capital stock of any class of this corporation, or to any securities or obligations convertible into any class of capital stock of this corporation, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors of this corporation in its discretion from time to time may determine, and at such price as the Board of Directors from time to time may fix, pursuant to the authority hereby conferred by these Revised Articles of Incorporation of this corporation, and the Board of Directors may issue any class of capital stock of this corporation, or securities or obligations convertible into any class of capital stock without offering such issue of capital stock, securities, or obligations either in whole or in part, to the stockholders of this corporation. The acceptance of any class of capital stock, securities, or obligations of this corporation shall be a waiver of any such pre-emptive or preferential right which in the absence of this provision might otherwise be asserted by stockholders of this corporation or any of them.

3. Except as otherwise provided by law, this corporation shall be entitled to treat the person in whose name any share of capital stock is registered as the owner thereof, for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the corporation shall have notice thereof.

FIFTH: In electing directors each shareholder may accumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates. At a meeting expressly called for that purpose, one or more directors or the entire Board of Directors may be removed without cause but only by a vote of the

holders of two-thirds of the shares then entitled to vote at an election of directors. No one of the directors may be removed if the votes of a sufficient number of shares are cast against his removal which, at an election of the class of directors of which he is a member, would be sufficient to elect him.

SIXTH: The corporation will not commence business until consideration of the value of at least $1,000 has been received for the issuance of shares.

SEVENTH: The number of Directors of the corporation shall be such as shall from time to time be fixed by the bylaws, but shall not be less than three.

Whenever the number of Directors fixed by the bylaws shall be nine or more, the Directors shall be divided into three classes as nearly equal in size as possible, the term of office of the first class of Directors to expire at the first annual meeting after their election, that of the second class of Directors to expire at the second annual meeting after their election and that of the third class of Directors to expire at the third annual meeting after their election. At each annual meeting of shareholders after such classification the number of Directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting.

EIGHTH: These Revised Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto.

3. The number of shares of the corporation outstanding at the time of such adoption was 100; and the number of shares entitled to vote thereon was 100.

4. No shares of any class were entitled to vote thereon as a class.

5. The number of shares voted for such amendment was 100; and the number of shares voted against such amendment was 0.

6. The amendment does not provide for any exchange, reclassification or cancellation of issued shares.

7. The amendment does not effect any change in the stated capital of the corporation.

Dated May 1, 1969.

UNION PACIFIC CORPORATION
By	/s/ JAMES H. EVANS
	President

ATTEST:

/s/ C. W. Rossworn

Secretary

STATE OF NEW YORK    ]

                    ] SS

COUNTY OF NEW YORK    ]

I, ELIZABETH L. GALPINE, a notary public, do hereby certify that on this 10th day of June, 1969, personally appeared before me JAMES H. EVANS, who being by me first duly sworn, declared that he is the President of Union Pacific Corporation, that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

	ELIZABETH L. GALPINE
	Notary Public
(Notarial Seal)	ELIZABETH L. GALPINE
	Notary Public, State of New York
	No. 30-6451300
	Qualified in Nassau County
	Certificate Filed in N. Y.
	Co. Clk’s Office
	Commission Expires March 30, 1970

ARTICLES OF AMENDMENT

TO THE

REVISED ARTICLES OF INCORPORATION

OF

UNION PACIFIC CORPORATION

Pursuant to the provisions of Section 16-10-57 of the Utah Business Corporation Act, as amended, Union Pacific Corporation, a corporation of the State of Utah, hereby adopts the following Articles of Amendment to its Revised Articles of Incorporation:

1. The name of the corporation is Union Pacific Corporation.

2. The following amendment to the corporation’s Revised Articles of Incorporation was adopted by the shareholders of the corporation on January 18, 1977, in the manner prescribed by the Utah Business Corporation Act:

The first paragraph of Article Fourth of the Revised Articles of Incorporation shall be deleted and the following two paragraphs shall be substituted therefor:

“FOURTH: The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 70,000,000 shares which shall be divided into two classes as follows:

10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and

60,000,000 shares of Common Stock (Common Stock) of the par value of $5 per share.

On the date on which the Secretary of State of the State of Utah shall issue a Certificate of Amendment to the revised Articles of Incorporation which contain the above amendment to this Article Fourth, each share of Common Stock of the par value of $10 per share theretofore outstanding shall be automatically converted into two shares of Common Stock of the par value of $5 per share. The certificates for each outstanding share of the par value of $10 shall become certificates for the number of shares stated thereon of the par value of $5 each, and the corporation shall promptly issue to each holder a certificate for additional shares of the par value of $5 each equal in number to the number then held by such holder.”

3. The number of shares of the corporation outstanding at the time of the adoption of such amendment and entitled to vote thereon was 23,870,285 shares, consisting of 23,511, 458 shares of Common Stock, $10 par value, and 358,827 shares of Preferred Stock without par value.

4. The 23,870,285 shares of Common Stock and Preferred Stock outstanding at the time of such adoption were entitled to vote thereon together as one class and the 23,511,458 shares of Common Stock then outstanding were entitled to vote thereon as a separate class.

5. The number of shares of Common Stock and Preferred Stock, voting together as one class, which were voted for such amendment was 19,141,291, and the number of such shares which were voted against the amendment was 65,379; the number of shares of Common Stock, voting as a separate class, which were voted for such amendment was 18,916,034, and the number of such shares which were voted against the amendment was 59,191.

6. The amendment provides for a reduction in the par value of the Common Stock from $10 to $5 per share and a split in the issued Common Stock on a 2-for-1 basis.

7. The amendment does not effect any change in the stated capital of the Corporation.

Dated: January 18, 1977.

UNION PACIFIC CORPORATION
By	/s/ JAMES H. EVANS
	President

ATTEST:

/s/ C. N. OLSEN

SECRETARY

STATE OF NEW YORK    ]

                    ] SS

COUNTY OF NEW YORK    ]

I, KENDOR P. JONES, a notary public do hereby certify that on this 18th day of January, 1977, personally appeared before me, JAMES H. EVANS, who being by me first duly sworn, declared that he is the President of Union Pacific Corporation; that he signed the

foregoing document as President of such corporation; and that the statements contained therein are true.

	KENDOR P. JONES
	Notary Public
(Notarial Seal)	KENDOR P. JONES
	Notary Public, State of New York
	No. 31-7115525
	Qualified in New York County
	Commission Expires March 30, 1978
Filed and certificate issued January 27, 1977.
	DAVID S. MONSON
	Secretary of State

ARTICLES OF AMENDMENT

TO THE

REVISED ARTICLES OF INCORPORATION

OF

UNION PACIFIC CORPORATION

Pursuant to the provisions of Section 16-10-57 of the Utah Business Corporation Act, as amended, Union Pacific Corporation, a corporation of the State of Utah, hereby adopts the following Articles of Amendment to its Revised Articles of Incorporation:

1. The name of the corporation is Union Pacific Corporation.

2. The following amendment to the corporation’s Revised Articles of Incorporation was adopted by the shareholders of the corporation on April 18, 1980, in the manner prescribed by the Utah Business Corporation Act:

The first paragraph of Article Fourth of the Revised Articles of Incorporation shall be deleted and the following two paragraphs shall be substituted therefor:

“FOURTH: The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 220,000,000 shares which shall be divided into two classes as follows:

20,000,000 shares of Preferred Stock (Preferred Stock) without par value, and

200,000,000 shares of Common Stock (Common Stock) of the par value of $2.50 per share.

On the date on which the Secretary of State of the State of Utah shall issue a Certificate of Amendment to the Revised Articles of Incorporation which contain the above amendment to this Article Fourth, each share of Common Stock of the par value of $5 per share theretofore outstanding shall be automatically converted into two shares of Common Stock of the par value of $2.50 per share. The certificates for each outstanding share of the par value of $5 shall become certificates for the number of shares stated thereon of the par value of $2.50 each, and the corporation shall promptly issue to each holder a certificate for additional shares of the par value of $2.50 each equal in number to the number then held by such holder.”

3. The number of shares of the corporation outstanding at the time of the adoption of such amendment and entitled to vote thereon was 47,823,395 of Common Stock, $5 par value.

4. The number of shares of Common Stock, which were voted for such amendment was 31,386,516, and the number of such shares which were voted against the amendment was 224,113.

5. The amendment provides for a reduction in the par value of the Common Stock from $5 to $2.50 per share and a split in the issued Common Stock on a 2-for-1 basis.

6. The amendment does not effect any change in the stated capital of the corporation.

Dated: April 23, 1980.

UNION PACIFIC CORPORATION
By	/s/ W. S. Cook
	President

ATTEST:

/s/ C. N. OLSEN

Secretary

STATE OF NEW YORK    ]

                    ] SS

COUNTY OF NEW YORK    ]

I, KENDOR P. JONES, a notary public, do hereby certify that on this 23rd day of April, 1980, personally appeared before me, W. S. COOK, who being by me first duly sworn, declared that he is the President of Union Pacific Corporation; that he signed the foregoing document as President of such Corporation; and that the statements contained therein are true.

	KENDOR P. JONES
	Notary Public
(Notarial Seal)	KENDOR P. JONES
	Notary Public, State of New York
	No. 31-7115525
	Qualified in New York County
	Commission Expires March 30, 1982
Filed and certificate issued April 25, 1980.
	DAVID S. MONSON
	Secretary of State

ARTICLES OF AMENDMENT

TO THE

REVISED ARTICLES OF INCORPORATION

OF

UNION PACIFIC CORPORATION

Pursuant to the provisions of Section 16-10-57 of the Utah Business Corporation Act, as amended, Union Pacific Corporation, a corporation of the State of Utah, hereby adopts the following Articles of Amendment to its Revised Articles of Incorporation:

1. The name of the corporation is Union Pacific Corporation.

2. The following amendments to the corporation’s Revised Articles of Incorporation were adopted by the shareholders of the corporation on April 19, 1985, in the manner prescribed by the Utah Business Corporation Act:

The first paragraph of Article Fourth of the Revised Articles of Incorporation shall be deleted and the following paragraph shall be substituted therefor:

“FOURTH: The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 320,000,000 shares, which shall be divided into two classes as follows:

20,000,000 share of Preferred Stock (Preferred Stock) without par value, and

300,000,000 shares of Common Stock (Common Stock) of the par value of $2.50 per share.”

Article Fifth of the Revised Articles of Incorporation shall be amended by adding the following provision as the last sentence thereof:

“Notwithstanding any other provision of these Revised Articles of Incorporation or the bylaws of the corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, these Revised Articles of Incorporation or the bylaws of the corporation), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 %) of the shares of capital stock of the corporation then entitled to vote thereon shall be required to amend or repeal, or adopt any provision

inconsistent with, the provisions of this Article Fifth relating to the removal of directors.”

Article Seventh of the Revised Articles of Incorporation shall be amended by adding the following provision as the third paragraph thereof:

“Notwithstanding any other provision of these Revised Articles of Incorporation or the bylaws of the corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, these Revised Articles of Incorporation or the bylaws of the corporation), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 %) of the shares of capital stock of the corporation then entitled to vote thereon shall be required to amend or repeal, or adopt any provision inconsistent with, this Article Seventh.”

A new Article Eighth shall be added as follows:

“EIGHTH: A. In addition to any affirmative vote required by law or these Revised Articles of Incorporation or the bylaws of the corporation, and except as otherwise expressly provided in Section B of this Article Eighth, a Business Combination (as hereinafter defined) shall require the affirmative vote of not less than a majority of the votes entitled to be cast by the holders of all the then outstanding shares of Voting Stock (as hereinafter defined), voting together as a single class, excluding Voting Stock beneficially owned by any Interested Shareholder (as hereinafter defined). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class or other vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

B. The provisions of Section A of this Article Eighth shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of these Revised Articles of Incorporation or the bylaws of the corporation, or any agreement with any national securities exchange, if all of the conditions specified in either of the following Paragraphs 1 or 2 are met or, in the case of a Business Combination not involving the payment of consideration to all holders of the corporation’s outstanding Capital Stock (as hereinafter defined), if the condition specified in the following Paragraph 1 is met:

1. The Business Combination shall have been approved by a majority (whether such approval is made prior to or subsequent to the acquisition of beneficial

ownership of the Voting Stock that caused the Interested Shareholder to become an Interested Shareholder) of the Continuing Directors (as hereinafter defined).

2. All of the following conditions shall have been met:

a. The aggregate amount of cash and the Fair Market Value (as hereinafter defined), as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest amount determined under clauses (i) and (ii) below:

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by or on behalf of the interested Shareholder for any share of Common Stock in connection with the acquisition by the Interested Shareholder of beneficial ownership of shares of Common Stock (x) within the two-year period immediately prior to the first public announcement of the proposed Business Combination (the Announcement Date) or (y) in the transaction in which it became an Interested Shareholder, whichever is higher, in either case as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to Common Stock; and

(ii) the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder (the Determination Date), which ever is higher, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to Common Stock.

b. The aggregate amount of cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Capital Stock other than Common Stock shall be at least equal to the highest amount determined under clauses (i), (ii) and (iii) below:

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by or on behalf of the Interested Shareholder for any share of such class or series of Capital Stock

in connection with the acquisition by the Interested Shareholder of beneficial ownership of shares of such class or series of Capital Stock (x) within the two-year period immediately prior to the Announcement Date or (y) in the transaction in which it became an Interested Shareholder, whichever is higher, in either case as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock;

(ii) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date or on the Determination Date, whichever is higher, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock; and

(iii)(if applicable) the highest preferential amount per share to which the holders of shares of such class or series of Capital Stock would be entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation regardless of whether the Business Combination to be consummated constitutes such an event.

The provisions of this Paragraph b shall be required to be met with respect to every class or series of outstanding Capital Stock, whether or not the Interested Shareholder has previously acquired beneficial ownership of any shares of a particular class or series of Capital Stock.

c. The consideration to be received by holders of a particular class or series of outstanding Capital Stock shall be in cash or in the same form as previously has been paid by or on behalf of the Interested Shareholder in connection with its direct or indirect acquisition of beneficial ownership of shares of such class or series of Capital Stock. If the consideration so paid for shares or any class or series of Capital Stock varied as to form, the form of consideration for such class or series of Capital Stock shall be either cash or the form used to acquire beneficial ownership of the largest number of shares of such class or series of Capital Stock previously acquired by the Interested Shareholder.

d. After the Determination Date and prior to the consummation of such Business Combination: (i) except as approved by a majority of the Continuing Directors, there

shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) payable in accordance with the terms of any outstanding Capital Stock; (ii) there shall have been no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any stock split, stock dividend or subdivision of the Common Stock), except as approved by a majority of the Continuing Directors; (iii) there shall have been an increase in the annual rate of dividends paid on the Common Stock as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction that has the effect of reducing the number of outstanding shares of Common Stock, unless the failure to increase such annual rate is approved by a majority of the Continuing Directors; and (iv) such Interested Shareholder shall not have become the beneficial owner of any additional shares of Capital Stock except as part of the transaction that results in such Interested Shareholder becoming an Interested Shareholder and except in a transaction that, after giving effect thereto, would not result in any increase in the Interested Shareholder’s percentage of beneficial ownership of any class or series of Capital Stock.

e. After the Determination Date, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder of the corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

f. A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 (the Act) and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to all shareholders of the corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). The proxy or information statement shall contain on the first page thereof, in a prominent place, any statement as to the advisability (or inadvisability) of the Business Combination that the Continuing Directors, or any of them, may choose to make and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by a majority of the

Continuing Directors as to the fairness (or not) of the terms of the Business Combination from a financial point of view to the holders of the outstanding shares of Capital Stock other than the Interested Shareholder and its Affiliates or Associates (as hereinafter defined) such investment banking firm to be paid a reasonable fee for its services by the corporation.

g. Such Interested Shareholder shall not have made any major change in the corporation’s business or equity capital structure without the approval of a majority of the Continuing Directors.

C. The following definitions shall apply with respect to this Article Eighth:

1. The term “Business Combination” shall mean:

a. Any merger or consolidation of the corporation or any Subsidiary (as hereinafter defined) with (i) any Interested Shareholder or (ii) any other company (whether or not itself an Interested Shareholder) which is or after such merger or consolidation would be an Affiliate or Associate of an Interested Shareholder; or

b. any sale, lease, exchange, mortgage, pledge, transfer or other disposition or security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other arrangement (in one transaction or a series of transactions) with or for the benefit of any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder involving any assets, securities or commitments of the corporation, any Subsidiary, or any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder having an aggregate Fair Market Value and/or involving aggregate commitments of $50,000,000 or more or constituting more than 5 percent of the book value of the total assets (in the case of transactions involving assets or commitments other than Capital Stock) or 5 percent of the shareholders’ equity (in the case of transactions in Capital Stock) of the entity in question (the Substantial Part), as reflected in the most recent fiscal year-end consolidated balance sheet of such entity existing at the time the shareholders of the corporation would be required to approve or authorize the Business Combination involving the assets, securities and/or commitments constituting any Substantial Part; or

c. the adoption of any plan or proposal for the liquidation or dissolution of the corporation which is

voted for or consented to by any Interested Shareholder; or

d. any reclassification of securities (including any reverse stock split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or otherwise involving an Interested Shareholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of any Subsidiary, that is beneficially owned by any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder; or

e. any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses a to d.

2. The term “Capital Stock” shall mean all capital stock of the corporation authorized to be issued from time to time under Article Fourth of these Revised Articles of Incorporation, and the term “Voting Stock” shall mean all Capital Stock which by its terms may be voted on all matters submitted to shareholders of the corporation generally.

3. The term “person” shall mean any individual, firm, company or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.

4. The term “Interested Shareholder” shall mean any person (other than the corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who (a) is the beneficial owner of Voting Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all the then outstanding shares of Voting Stock; or (b) is an Affiliate or Associate of the corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all the then outstanding share of Voting Stock.

5. A person shall be a “beneficial owner” of any Capital Stock: (a) which such person or any of its Affiliates

or Associates beneficially owns, directly or indirectly; (b) which such person or any of its Affiliates or Associates has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or (c) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock. For the purposes of determining whether a person is an Interested Shareholder pursuant to Paragraph 4 of this Section C, the number of shares of Capital Stock deemed to be outstanding shall include shares deemed beneficially owned by such person through application of this Paragraph 5 of Section C, but shall not include any other shares of Capital Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

6. The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Act as in effect on the date that this Article Eighth is approved by the Board of Directors (the term “registrant” in said Rule 12b-2 meaning in this case the corporation).

7. The term “Subsidiary” shall mean any company of which a majority of any class of equity security is beneficially owned by the corporation; provided, however, that for the purposes of the definition of Interested Shareholder set forth in Paragraph 4 of this Section C, the term “Subsidiary” shall mean only a company of which a majority of each class of equity security is beneficially owned by the corporation.

8. The term “Continuing Director” shall mean any member of the Board of Directors, while such person is a member of the Board of Directors, who is not an Affiliate or Associate or representative of an Interested Shareholder and was a member of the Board of Directors prior to the time that an Interested Shareholder became an Interested Shareholder, and any successor of a Continuing director while such successor is a member of the Board of Directors, who is not an Affiliate or Associate or representative of an Interested Shareholder and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.

9. The term “Fair Market Value” shall mean (a) in the case of cash, the amount of such cash; (b) in the case of

stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any similar system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith; and (c) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Continuing Directors.

10. In the event of any Business Combination in which the corporation survives, the phrase “consideration other than cash to be received” as used in Paragraphs 2.a and 2.b of Section B of this Article Eighth shall include the shares of Common Stock and/or the shares of any other class or series of Capital Stock retained by the holders of such shares.

D. A majority of the Continuing Directors shall have the power and duty to determine for the purposes of this Article Eighth, on the basis of information known to them after reasonable inquiry, (a) whether a person is an Interested Shareholder, (b) the number of shares of Capital Stock or other securities beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance of transfer of securities by the corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $50,000,000 or more, and (e) whether the assets or securities that are the subject of any Business Combination constitute a Substantial Part. Any such determination made in good faith shall be binding and conclusive on all parties.

E. Nothing contained in this Article Eighth shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law.

F. The fact that any Business Combination complies with the provisions of Section B of this Article Eighth shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member

thereof, to approve such Business Combination or recommend its adoption or approval to the shareholders of the corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such Business Combination.

G. Notwithstanding any other provisions of these Revised Articles of Incorporation or the bylaws of the corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, these Revised Articles of Incorporation or the bylaws of the corporation), the affirmative vote of the holders of not less than a majority of the votes entitled to be cast by the holders of all the then outstanding shares of Voting Stock, voting together as a single class, excluding Voting Stock beneficially owned by any Interested Shareholder, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Eighth; provided, however, that this Section G shall not apply to, and such majority vote shall not be required for, any amendment, repeal or adoption unanimously recommended by the Board of Directors if all of such directors are persons who would be eligible to serve as Continuing Directors within the meaning of Section C, Paragraph 8 of this Article Eighth.”

The present Article Eighth shall be renumbered as Article Ninth.

3. The number of shares of the corporation outstanding at the time of the adoption of such amendments and entitled to vote thereon was 112,274,351 shares of Common Stock, $2.50 par value, and 4,325,437 shares of Preferred Stock, without par value.

4.   (a) The number of shares of Common Stock and Preferred Stock, voting as a single class, which were voted for the amendment to Article Fourth was 84,378,424, and the number of such shares which were voted against the amendment was 7,860,238. The number of shares of Common Stock which were voted for such amendment was 82,042,258, and the number of shares which were voted against the amendment was 7,756,834.

(b) The number of shares of Common Stock and Preferred Stock, voting as a single class, which were voted for the amendments to Articles Fifth and Seventh, for proposed Article Eighth, and for the renumbering of the present Article Eighth as Article Ninth was 70,890,933, and the number of such shares which were voted against such amendments and such proposal was 16,156,063.

5. The amendments do not effect any change in the stated capital of the corporation.

Dated: April 19, 1985

UNION PACIFIC CORPORATION
By	/s/ W. S. COOK
	President and Chief Executive Officer

ATTEST:

/S/ C. N. OLSEN

Secretary

STATE OF UTAH    )

                        )SS

COUNTY OF SALT LAKE    )

I, Gail L. Young, a notary public, do hereby certify that on this 19th day of April, 1985, personally appeared before me, W. S. Cook, who being by me first duly sworn, declared that he is the President and Chief Executive Officer of Union Pacific Corporation; that he signed the foregoing document as President and Chief Executive Officer of such Corporation; and that the statements contained therein are true.

/s/ GAIL L. YOUNG

Notary Public

(Notarial Seal)

    2-1-88

Filed and certificate issued April 19, 1985.

Randall R. Smart

Director, Division of Corporations and Commercial Code

ARTICLES OF AMENDMENT

to the

REVISED ARTICLES OF INCORPORATION

of

UNION PACIFIC CORPORATION

Pursuant to the provisions of Section 16-10-57 of the Utah Business Corporation Act, as amended, Union Pacific Corporation, a corporation of the State of Utah, hereby adopts the following Articles of Amendment to its Revised Articles of Incorporation:

1. The name of the corporation is Union Pacific Corporation.

2. The following amendment to the corporation’s Revised Articles of Incorporation was adopted by the shareholders of the corporation on April 17, 1992, in the manner prescribed by the Utah Business Corporation Act:

A new Article Ninth shall be added as follows:

“NINTH: To the fullest extent that the Utah Business Corporation Act as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.”

The present Article Ninth shall be renumbered as Article Tenth.

3. The number of shares of the corporation outstanding at the time of the adoption of the amendment was 105,243,028 shares of Common Stock, $2.50 par value, and 4,322,498 shares of Preferred Stock, without par value, and the number of shares of the corporation entitled to vote on the amendment was 105,190,051 shares of such Common Stock, and 4,323,028 shares of such Preferred Stock.

4. The number of shares of Common Stock and Preferred Stock, voting as a single class, which were voted for the amendment was 82,281,490, and the number of such shares which were voted against the amendment was 4,026,694.

5. The amendment does not effect any change in the stated capital of the corporation.

Dated: May 11, 1987

UNION PACIFIC CORPORATION
By	/s/ W. J. MCDONALD
	Senior Vice President-Law

ATTEST:

/s/ C. N. OLSEN

Secretary

STATE OF NEW YORK    )

                      )ss.

COUNTY OF NEW YORK    )

I, Barbara Schulman, a notary public, do hereby certify that on this 11th day of May, 1987, personally appeared before me, William J. McDonald, who being by me first duly sworn, declared that he is the Senior Vice President-Law of Union Pacific Corporation; that he signed the foregoing document as the Senior Vice President-Law of such Corporation; and that the statements contained therein are true.

/s/ B. SCHULMAN

Notary Public

(Notarial Seal)

    11-30-89

Filed and certificate issued May 12, 1987.

LaRell Muir

Director, Division of Corporations and Commercial Code

ARTICLES OF AMENDMENT

to the

REVISED ARTICLES OF INCORPORATION

of

UNION PACIFIC CORPORATION

Pursuant to the provisions of Section 16-10-57 of the Utah Business Corporation Act, as amended, Union Pacific Corporation, a corporation of the State of Utah, hereby adopts the following Articles of Amendment to its Revised Articles of Incorporation:

1. The name of the corporation is Union Pacific Corporation.

2. The following amendment to the corporation’s Revised Articles of Incorporation was adopted by the shareholders of the corporation on April 17, 1992, in the manner prescribed by the Utah Business Corporation Act:

The first paragraph of Article Fourth of the Revised Articles of Incorporation shall be amended to read in its entirety as follows:

“FOURTH: The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 520,000,000 which shall be divided into two classes as follows:

20,000,000 shares of Preferred Stock (Preferred Stock) without par value, and

500,000,000 shares of Common Stock (Common Stock) of the par value of $2.50 per share.”

3. The number of shares of the corporation outstanding at the time of the adoption of the amendment was 203,866,621 shares of Common Stock, $2.50 par value, and the number of shares of the corporation entitled to vote on the amendment was 203,025,267 shares of such Common Stock.

4. The number of shares of Common Stock which were voted for the amendment was 147,595,275, and the number of such shares which were voted against the amendment was 17,500,814.

5. The amendment does not effect any change in the stated capital of the corporation.

Dated: April 17, 1992

UNION PACIFIC CORPORATION
By	/s/ C. W. von Bernuth
	Senior Vice President and
	General Counsel

ATTEST:

/s/ J. L. Swantak

Secretary

COMMONWEALTH OF PENNSYLVANIA    )

                                )SS.

COUNTY OF LEHIGH    )

I, Judith E. Ritter, a notary public, do hereby certify that on this 17th day of April, 1992, personally appeared before me, Carl W. von Bernuth, who being by me first duly sworn, declared that he is the Senior Vice President and General Counsel of Union Pacific Corporation; that he signed the foregoing document as Senior Vice President and General Counsel of such Corporation; and that the statements contained therein are true.

/s/ J. E. Ritter

Notary Public

(Notarial Seal)

ARTICLES OF AMENDMENT

to the

REVISED ARTICLES OF INCORPORATION

of

UNION PACIFIC CORPORATION

Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised Business Corporation Act, Union Pacific Corporation, a corporation of the State of Utah, hereby adopts the following Articles of Amendment to its Revised Articles of Incorporation:

1. The name of the corporation is Union Pacific Corporation.

2. The following amendments to the corporation’s Revised Articles of Incorporation have been adopted in the manner prescribed by the Utah Revised Business Corporation Act:

A. The text of Article FIFTH of the Revised Articles of Incorporation shall be amended in relevant part to delete the following sentence:

“In electing directors each shareholder may accumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.”

The text of Article FIFTH of the Revised Articles of Incorporation shall be further amended to insert the following immediately prior to the last sentence of such Article FIFTH:

“In voting for the election of directors holders of Common Stock shall not have the right to accumulate their votes. Notwithstanding that shareholders shall not be entitled to accumulate votes in the election of directors no one of the directors may be removed if the votes of a sufficient number of shares are cast against removal which, at an election of the class of directors of which the director is a member (or at an election of the entire board of directors commencing at the 1999 annual meeting), would have been sufficient to elect the director if cumulative voting were applicable.”

B. Article SEVENTH of the Revised Articles of Incorporation shall be amended to read in its entirety as follows:

“The number of directors of the corporation shall be such as shall from time to time be fixed by the bylaws, but shall not be less than three.

Through and including the 1996 annual meeting, whenever the number of directors fixed by the bylaws shall be nine or more, the directors shall be divided into three classes as nearly equal in size as possible, with the term of office of each class of directors expiring at the third annual meeting after their election. At each annual meeting, commencing with the annual meeting in 1997, the successors of the directors whose terms expire in that year shall be elected to serve until the annual meeting held in the following year, so that, upon the expiration in 1999 of the terms of the directors elected at the annual meeting in 1996, all directors shall be elected to hold office for a one-year term.”

3. Each of the foregoing amendments was approved by the Board of Directors of the corporation on January 24, 1996 and was approved by the shareholders of the corporation on April 19, 1996.

4. The number of shares of the corporation’s Common Stock, $2.50 par value, constituting the only voting group entitled to vote on the amendments (the “Common Stock”), outstanding at the time of adoption of the amendments and entitled to vote on the amendments was 205,598,986 shares, and the number of shares of Common Stock indisputably represented at the meeting was 182,702,584, each of which shares of Common Stock was entitled to one vote.

5. The number of votes cast for the amendment of Article FIFTH was 134,347,182 and the number of votes cast against such amendment was 22,662,877.

6. The number of votes cast for the amendment of Article SEVENTH was 152,482,535, and the number of votes cast against such amendment was 4,366,382.

Dated: April 24, 1996

UNION PACIFIC CORPORATION
By	/s/ Carl W. von Bernuth
	Carl W. von Bernuth
	Senior Vice President and General Counsel

State of Utah

Department of Commerce

Division of Corporations & Commercial Code

Articles of Amendment to Articles of Incorporation (Profit)

File Number: 607859-0142

Non-Refundable Processing Fee: $37.00

Pursuant to UCA §16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, and states as follows:

1. The name of the corporation is: Union Pacific Corporation

2. The date the following amendment(s) was adopted: May 1, 2008

3. If changing the corporation name, the new name of the corporation is:

___________________________________________________________________________________________________________________________________________________

4. The text of each amendment adopted (include attachment if additional space needed):

The first paragraph of Article Fourth of the Revised Articles of Incorporation shall be amended to read in its entirety as follows:

“FOURTH: The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 820,000,000 which shall be divided into two classes as follows:

20,000,000 shares of Preferred Stock (Preferred Stock) without par value; and

800,000,000 shares of Common Stock (Common Stock) of the par value of $2.50 per share.”

5. If providing for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

___________________________________________________________________________________________________________________________________________________

6. Indicate the manner in which the amendment(s) was adopted (mark only one):

¨ No shares have been issued or directors elected – Adopted by Incorporator(s)

¨ No shares have been issued but directors have been elected – Adopted by the board of directors

¨ Shares have been issued but shareholder action was not required – Adopted by the board of directors

þThe number of votes cast for the amendments(s) by each voting group entitled to vote separately on the amendment(s) was sufficient for approval by that voting group – Adopted by the shareholders

7. Delayed effective date (if not to be effective upon filing)                      (not to exceed 90 days)

Under penalties of perjury, I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.

By:	/s/ Thomas E. Whitaker	Title:	Assistant Secretary
Dated this 1 day of May, 2008

Under GRAMA {63-2-201}, all registration information maintained by the Division is classified as public record. For confidentiality purposes, you may use the business entity physical address rather than the residential or private address of any individual affiliated with the entity.

Division’s Website: www.corporations.utah.gov

Mailing/Faxing Information: www.corporations.utah.gov/contactus.html

EX-10

Exhibit 10

UNION PACIFIC CORPORATION

EXECUTIVE INCENTIVE PLAN

Effective May 5, 2005

Amended September 25, 2008

UNION PACIFIC CORPORATION

EXECUTIVE INCENTIVE PLAN

Union Pacific Corporation, a corporation existing under the laws of the State of Utah (the “Company”), hereby establishes and adopts the following Executive Incentive Plan (the “Plan”).

1. PURPOSE

The purposes of the Plan are to provide personal incentive and financial rewards to executives who, because of the extent of their responsibilities, can and do make significant contributions to the success of the Company and its Subsidiaries by their ability, industry, loyalty and exceptional services. Making such executives participants in that success will advance the interests of the Company and its shareholders and will assist the Company in attracting and retaining such executives.

2. DEFINITIONS

The following terms shall have the following meanings:

“Award” means an opportunity granted to a Participant under Section 5 to receive an amount under the Plan.

“Board” means the Board of Directors of the Company.

“Certification” shall have the meaning set forth in Section 5(c).

“Chief Executive Officer” means the chief executive officer of the Company, or the person performing the function of the principal executive officer of the Company, as of the end of the year.

“Code” means the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any successor statute.

“Committee” means the Compensation and Benefits Committee of the Board, or such other committee of the Board as may from time to time be designated by the Board to administer the Plan pursuant to Section 4.

“Covered Employee” means, with respect to any year, the Chief Executive Officer, any other executive of the Company or of any Subsidiary who is a “covered employee” within the meaning of Section 162(m) of the Code, or any successor provision thereto, and any other executive of the Company.

“Maximum Payment” shall have the meaning set forth in Section 5(b).

“Operating Income,” with respect to any Year, means the Company’s annual operating income (operating revenues less operating expenses) for the Year as prepared pursuant to generally accepted accounting principles applicable in the United States (“GAAP”), but excluding the effect of any (a) accruals for amounts payable in respect of the Plan, (b) gains or losses arising from or related to the extinguishment of debt, the disposal of real estate, restructurings and extraordinary items as disclosed in the Company’s consolidated statement of operations, notes to the consolidated financial statements or management’s discussion and analysis with respect to the consolidated financial statements for the applicable Year or in another Company filing with the Securities and Exchange Commission, and (c) the cumulative effect of changes in accounting principles. Operating Income excludes the effect of any discontinued operations reported in the Company’s consolidated statement of operations. For purposes solely of this definition of “Operating Income,” a “restructuring” shall be deemed to mean any event described in or reported pursuant to Item 2.05 of Securities and Exchange Commission Form 8-K.

“Participant” means any executive of the Company or of a Subsidiary of the Company selected by the Committee pursuant to Section 5(a) to receive an Award under this Plan with respect to any given Year. A Participant may be a person who becomes an executive during the Year. An executive must be employed by the Company or any Subsidiary on November 1 of the Year in which the executive is selected by the Committee pursuant to Section 5(a) to receive an Award under this Plan and need not be employed on any date thereafter.

“Shares” means the shares of the Company’s common stock, par value $2.50 per share, or a stock-based award, issued pursuant to and subject to the limitations of the Union Pacific Corporation 2004 Stock Incentive Plan or another stockholder-approved plan of the Company.

“Subsidiary” means any corporation of which the Company owns directly or indirectly at least a majority of the outstanding shares of voting stock.

“Year” means a fiscal year (which is the period January 1 to December 31).

3. ELIGIBILITY

The individuals entitled to participate in the Plan shall be the Company’s Chief Executive Officer and such other Participants as shall be selected from time to time by the Committee.

4. ADMINISTRATION

a. Composition of the Committee. The Plan shall be administered by the Committee, as appointed from time to time. The Board shall fill vacancies on, and from time to time may remove or add members to, the Committee. The Committee shall act pursuant to a majority vote or unanimous written consent. The Committee shall consist of two or more directors, each of whom is an “outside director” as such term is defined under Section 162(m) of the Code.

b. Powers of the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Participants to whom Awards may from time to time be granted hereunder; (ii) determine the terms of an Award and whether an Award shall be paid in cash or Shares, not inconsistent with the provisions of the Plan; (iii) determine the time when Awards will be made; (iv) establish the incentive pool in respect of a Year; (v) determine the total amount of incentives to be awarded in respect of a Year; (vi) certify the Maximum Payment for each Covered Employee in respect of a Year; (vii) interpret and administer the Plan; (viii) correct any defect, supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (ix) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

c. Decisions of the Committee. Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company and any Participant.

d. Delegation of Authority. To the extent not inconsistent with the applicable provisions of Section 162(m) of the Code, the Committee may delegate to a subcommittee or to one or more officers of the Company or any of its Subsidiaries the authority to take actions on its behalf pursuant to the Plan.

5. AWARDS

a. Establishment of Incentive Program. Not later than 90 days after the commencement of each Year, the Committee may establish the incentive program under this Plan for the Year by determining (i) the performance criteria to be used to determine the amount payable under the Plan, which may be applicable for purposes of determining the aggregate amount payable to all Participants (an “incentive pool”) or may be applicable on an individual Participant basis, and (ii) any other conditions or criteria applicable to Awards. Notwithstanding the foregoing, the amount payable under any Award may be adjusted by the Committee (including to zero) as it determines in its discretion. Furthermore, the amount payable under the Plan may be increased by the Committee based upon amounts payable but not paid under the annual incentive program from the previous Year. Determinations of the Committee under this Section 5(a) shall be reviewed and approved by the Board.

b. Maximum Payment for Covered Employees. Notwithstanding any other provision of the Plan to the contrary, the maximum amount payable under an Award to any Covered Employee for any Year (such amount, the “Maximum Payment”) shall not exceed 0.25% of Operating Income for that Year in the case of the Chief Executive Officer or 0.15% of Operating Income for that Year in the case of each other Covered Employee.

c. Certification. As soon as reasonably practicable following the conclusion of each Year, the Committee shall certify, in writing, Operating Income for purposes of the Plan, the size of the Maximum Payments for each Covered Employee for such Year and, to the extent

required by Section 162(m) of the Code, that any other material terms were satisfied (the “Certification”).

d. Payment of Awards. Following the Certification, the Committee shall determine in its discretion the amount, if any, actually to be paid under an Award to a Participant. The amount payable to a Covered Employee shall not exceed the Maximum Payment applicable to such Covered Employee. The actual amount of the Award determined by the Committee for a Year shall be paid to each Participant at such time as determined by the Committee in its discretion. In all events, Awards shall be paid to Participants between January 1 and March 15 of the Year following the Year for which the Award is granted. Awards shall be paid in cash or, in the Committee’s discretion, in Shares, or any combination thereof. Under a program approved by the Committee, a Participant may be entitled to elect to defer the payment of any Award payable to such Participant under the Plan, which such deferral may be paid in cash or Shares.

6. GENERALLY APPLICABLE PROVISIONS

a. Amendment and Termination of the Plan. The Board may, from time to time, alter, amend, suspend or terminate the Plan in whole or in part and, if suspended or terminated, may reinstate any or all of its provisions, except that without the consent of the Participant, no amendment, suspension or termination of the Plan shall be made which materially adversely affects Awards previously made to the Participant. Notwithstanding the foregoing, no amendment which is material for purposes of shareholder approval imposed by applicable law, including the requirement of Section 162(m) of the Code, shall be effective in the absence of action by the shareholders of the Company.

b. Section 162(m) of the Code. Unless otherwise determined by the Committee, the provisions of this Plan shall be administered and interpreted in accordance with Section 162(m) of the Code to ensure the deductibility by the Company or its Subsidiaries of the payment of Awards to Covered Employees.

c. Tax Withholding. The Company or any Subsidiary shall have the right to make all payments or distributions pursuant to the Plan to a Participant, net of any applicable Federal, State and local taxes required to be paid or withheld. The Company or any Subsidiary shall have the right to withhold from wages, Awards or other amounts otherwise payable to such Participant such withholding taxes as may be required by law, or to otherwise require the Participant to pay such withholding taxes. If the Participant shall fail to make such tax payments as are required, the Company or any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant or to take such other action as may be necessary to satisfy such withholding obligations.

d. Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Participant the right to continue in the employment of the Company or any Subsidiary or affect any right that the Company or any Subsidiary may have to terminate the employment of (or to demote or to exclude from future Awards under the Plan) any such Participant at any time for any reason. No Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants under the Plan.

e. Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

f. Severability. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.

g. Construction. All references in the Plan to “Section” or “Section,” are intended to refer to the Section or Sections, as the case may be, of the Plan. As used in the Plan, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

h. Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.

i. Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Utah and construed accordingly.

j. Effective Date of Plan. The Plan shall be effective on the date of the approval of the Plan by the holders of a majority of the shares voting at a duly constituted meeting of the shareholders of the Company. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled.

k. Captions. The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.

EX-12.(A)

Exhibit 12(a)

Ratio of Earnings to Fixed Charges

Union Pacific Corporation and Subsidiary Companies

(Unaudited)

	Three Months Ended September 30,
Millions of Dollars, Except for Ratios	2008		2007
Fixed charges:
Interest expense, including amortization of debt discount	$   130		$   124
Portion of rentals representing an interest factor	54		55
Total fixed charges	$   184		$   179
Earnings available for fixed charges:
Net income	$   703		$   532
Equity earnings net of distribution	(14	)	(18	)
Income taxes	405		374
Fixed charges	184		179
Earnings available for fixed charges	$1,278		$1,067
Ratio of earnings to fixed charges	6.9		6.0

EX-12.(B)

Exhibit 12(b)

Ratio of Earnings to Fixed Charges

Union Pacific Corporation and Subsidiary Companies

(Unaudited)

	Nine Months Ended September 30,
Millions of Dollars, Except for Ratios	2008		2007
Fixed charges:
Interest expense, including amortization of debt discount	$   384		$   357
Portion of rentals representing an interest factor	168		177
Total fixed charges	$   552		$   534
Earnings available for fixed charges:
Net income	$1,677		$1,364
Equity earnings net of distribution	(40	)	(49	)
Income taxes	940		866
Fixed charges	552		534
Earnings available for fixed charges	$3,129		$2,715
Ratio of earnings to fixed charges	5.7		5.1

EX-31.(A)

Exhibit 31(a)

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, James R. Young, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Union Pacific Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 23, 2008

/s/    James R. Young

James R. Young

Chairman, President and

Chief Executive Officer

EX-31.(B)

Exhibit 31(b)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Robert M. Knight, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Union Pacific Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 23, 2008

/s/ Robert M. Knight, Jr.

Robert M. Knight, Jr.

Executive Vice President – Finance and

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying quarterly report of Union Pacific Corporation (the Corporation) on Form 10-Q for the period ending September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, James R. Young, Chairman, President and Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By: /s/    James R. Young

James R. Young

Chairman, President and

Chief Executive Officer

Union Pacific Corporation

October 23, 2008

A signed original of this written statement required by Section 906 has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying quarterly report of Union Pacific Corporation (the Corporation) on Form 10-Q for the period ending September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert M. Knight, Jr., Executive Vice President – Finance and Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By: /s/    Robert M. Knight, Jr.

Robert M. Knight, Jr.

Executive Vice President – Finance and

Chief Financial Officer

Union Pacific Corporation

October 23, 2008

A signed original of this written statement required by Section 906 has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.