<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>4
<FILENAME>d06427exv24.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
<PAGE>

                                                                      EXHIBIT 24



                            UNION PACIFIC CORPORATION

                                Power of Attorney


                  KNOW ALL MEN BY THESE PRESENTS THAT I, Philip F. Anschutz, a
Director of Union Pacific Corporation, a Utah corporation (the "Corporation"),
do hereby appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E.
Whitaker, and each of them acting individually, as my true and lawful
attorney-in-fact, each with power to act without the other in full power of
substitution, to execute, deliver and file, for and on my behalf, and in my name
and in my capacity as a Director, a Registration Statement on Form S-8 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the offer and
sale of up to $300,000,000 aggregate amount of Common Stock of the Corporation,
together with an indefinite amount of interests in the Union Pacific Corporation
Thrift Plan, hereby granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever as such
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as I might or could do personally or in my capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

                  IN WITNESS WHEREOF, I have executed this Power of Attorney as
of May 30, 2003.



                                               /s/ Philip F. Anschutz
                                               ------------------------
                                               Philip F. Anschutz





<PAGE>


                            UNION PACIFIC CORPORATION

                                Power of Attorney


                  KNOW ALL MEN BY THESE PRESENTS THAT I, Thomas J. Donohue, a
Director of Union Pacific Corporation, a Utah corporation (the "Corporation"),
do hereby appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E.
Whitaker, and each of them acting individually, as my true and lawful
attorney-in-fact, each with power to act without the other in full power of
substitution, to execute, deliver and file, for and on my behalf, and in my name
and in my capacity as a Director, a Registration Statement on Form S-8 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the offer and
sale of up to $300,000,000 aggregate amount of Common Stock of the Corporation,
together with an indefinite amount of interests in the Union Pacific Corporation
Thrift Plan, hereby granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever as such
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as I might or could do personally or in my capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

                  IN WITNESS WHEREOF, I have executed this Power of Attorney as
of May 30, 2003.



                                              /s/ Thomas J. Donohue
                                              ------------------------
                                              Thomas J. Donohue





<PAGE>



                            UNION PACIFIC CORPORATION

                                Power of Attorney


                  KNOW ALL MEN BY THESE PRESENTS THAT I, Archie W. Dunham, a
Director of Union Pacific Corporation, a Utah corporation (the "Corporation"),
do hereby appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E.
Whitaker, and each of them acting individually, as my true and lawful
attorney-in-fact, each with power to act without the other in full power of
substitution, to execute, deliver and file, for and on my behalf, and in my name
and in my capacity as a Director, a Registration Statement on Form S-8 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the offer and
sale of up to $300,000,000 aggregate amount of Common Stock of the Corporation,
together with an indefinite amount of interests in the Union Pacific Corporation
Thrift Plan, hereby granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever as such
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as I might or could do personally or in my capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

                  IN WITNESS WHEREOF, I have executed this Power of Attorney as
of May 30, 2003.



                                                 /s/ Archie W. Dunham
                                                 --------------------------
                                                 Archie W. Dunham



<PAGE>



                            UNION PACIFIC CORPORATION

                                Power of Attorney


                  KNOW ALL MEN BY THESE PRESENTS THAT I, Spencer F. Eccles, a
Director of Union Pacific Corporation, a Utah corporation (the "Corporation"),
do hereby appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E.
Whitaker, and each of them acting individually, as my true and lawful
attorney-in-fact, each with power to act without the other in full power of
substitution, to execute, deliver and file, for and on my behalf, and in my name
and in my capacity as a Director, a Registration Statement on Form S-8 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the offer and
sale of up to $300,000,000 aggregate amount of Common Stock of the Corporation,
together with an indefinite amount of interests in the Union Pacific Corporation
Thrift Plan, hereby granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever as such
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as I might or could do personally or in my capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

                  IN WITNESS WHEREOF, I have executed this Power of Attorney as
of May 30, 2003.



                                                /s/ Spencer F. Eccles
                                                -------------------------
                                                Spencer F. Eccles


<PAGE>


                            UNION PACIFIC CORPORATION

                                Power of Attorney


                  KNOW ALL MEN BY THESE PRESENTS THAT I, Ivor J. Evans, a
Director of Union Pacific Corporation, a Utah corporation (the "Corporation"),
do hereby appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E.
Whitaker, and each of them acting individually, as my true and lawful
attorney-in-fact, each with power to act without the other in full power of
substitution, to execute, deliver and file, for and on my behalf, and in my name
and in my capacity as a Director, a Registration Statement on Form S-8 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the offer and
sale of up to $300,000,000 aggregate amount of Common Stock of the Corporation,
together with an indefinite amount of interests in the Union Pacific Corporation
Thrift Plan, hereby granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever as such
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as I might or could do personally or in my capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

                  IN WITNESS WHEREOF, I have executed this Power of Attorney as
of May 30, 2003.



                                                /s/ Ivor J. Evans
                                                -------------------
                                                Ivor J. Evans



<PAGE>



                            UNION PACIFIC CORPORATION

                                Power of Attorney


                  KNOW ALL MEN BY THESE PRESENTS THAT I, Elbridge T. Gerry, Jr.,
a Director of Union Pacific Corporation, a Utah corporation (the "Corporation"),
do hereby appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E.
Whitaker, and each of them acting individually, as my true and lawful
attorney-in-fact, each with power to act without the other in full power of
substitution, to execute, deliver and file, for and on my behalf, and in my name
and in my capacity as a Director, a Registration Statement on Form S-8 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the offer and
sale of up to $300,000,000 aggregate amount of Common Stock of the Corporation,
together with an indefinite amount of interests in the Union Pacific Corporation
Thrift Plan, hereby granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever as such
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as I might or could do personally or in my capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

                  IN WITNESS WHEREOF, I have executed this Power of Attorney as
of May 30, 2003.



                                                  /s/ Elbridge T. Gerry, Jr.
                                                  --------------------------
                                                  Elbridge T. Gerry, Jr.



<PAGE>



                            UNION PACIFIC CORPORATION

                                Power of Attorney


                  KNOW ALL MEN BY THESE PRESENTS THAT I, Judith Richards Hope, a
Director of Union Pacific Corporation, a Utah corporation (the "Corporation"),
do hereby appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E.
Whitaker, and each of them acting individually, as my true and lawful
attorney-in-fact, each with power to act without the other in full power of
substitution, to execute, deliver and file, for and on my behalf, and in my name
and in my capacity as a Director, a Registration Statement on Form S-8 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the offer and
sale of up to $300,000,000 aggregate amount of Common Stock of the Corporation,
together with an indefinite amount of interests in the Union Pacific Corporation
Thrift Plan, hereby granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever as such
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as I might or could do personally or in my capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

                  IN WITNESS WHEREOF, I have executed this Power of Attorney as
of May 30, 2003.



                                                  /s/ Judith Richards Hope
                                                  --------------------------
                                                  Judith Richards Hope



<PAGE>



                            UNION PACIFIC CORPORATION

                                Power of Attorney


                  KNOW ALL MEN BY THESE PRESENTS THAT I, Richard J. Mahoney, a
Director of Union Pacific Corporation, a Utah corporation (the "Corporation"),
do hereby appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E.
Whitaker, and each of them acting individually, as my true and lawful
attorney-in-fact, each with power to act without the other in full power of
substitution, to execute, deliver and file, for and on my behalf, and in my name
and in my capacity as a Director, a Registration Statement on Form S-8 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the offer and
sale of up to $300,000,000 aggregate amount of Common Stock of the Corporation,
together with an indefinite amount of interests in the Union Pacific Corporation
Thrift Plan, hereby granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever as such
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as I might or could do personally or in my capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

                  IN WITNESS WHEREOF, I have executed this Power of Attorney as
of May 30, 2003.



                                                  /s/ Richard J. Mahoney
                                                  ----------------------
                                                  Richard J. Mahoney




<PAGE>





                            UNION PACIFIC CORPORATION

                                Power of Attorney


                  KNOW ALL MEN BY THESE PRESENTS THAT I, Steven R. Rogel, a
Director of Union Pacific Corporation, a Utah corporation (the "Corporation"),
do hereby appoint Richard K. Davidson, Carl W. von Bernuth and Thomas E.
Whitaker, and each of them acting individually, as my true and lawful
attorney-in-fact, each with power to act without the other in full power of
substitution, to execute, deliver and file, for and on my behalf, and in my name
and in my capacity as a Director, a Registration Statement on Form S-8 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the offer and
sale of up to $300,000,000 aggregate amount of Common Stock of the Corporation,
together with an indefinite amount of interests in the Union Pacific Corporation
Thrift Plan, hereby granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever as such
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as I might or could do personally or in my capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

                  IN WITNESS WHEREOF, I have executed this Power of Attorney as
of May 30, 2003.



                                                     /s/ Steven R. Rogel
                                                     -------------------
                                                     Steven R. Rogel





</TEXT>
</DOCUMENT>
