The Board of Directors, the Corporate Governance and Nominating Committee and the management of Union Pacific are united in the goal that the Company and its subsidiaries be among the best governed companies in America. The Board first adopted formal corporate governance guidelines and policies in 1996. Each year, we have included the guidelines and policies in our Proxy Statement for the Annual Meeting of Shareholders to apprise investors and other interested parties of the Board's point of view with respect to significant corporate governance issues.

The Board of Directors and the Company have refined and adopted certain new corporate governance guidelines and policies, Board committee charters and codes of business conduct and ethics to meet their understanding of best practices and requirements that have been, or may be, adopted by the Securities and Exchange Commission (SEC) to implement the Sarbanes-Oxley Act of 2002 and the new listing requirements of the New York Stock Exchange (NYSE). The Corporate Governance and Nominating Committee will continue to assess the appropriateness of these corporate governance principles and practices and recommend that the Board of Directors implement such changes and adopt such additions as may be necessary to comply with additional final rules issued by the SEC and NYSE or desirable to promote the effective and efficient governance of the Company.

Communications with the Board of Directors

Interested parties wishing to communicate about the Company to the Board may do so by U.S. mail c/o the Secretary, Union Pacific Corporation, 1400 Douglas Street, 19th Floor, Omaha, NE 68179. Communications that are intended for a specific director or directors (i.e., lead independent director) should be addressed to their attention and sent, by U.S. mail, to the address above. The Board has appointed and authorized the Secretary of the Company to be responsible for processing communications received through these procedures and for forwarding communications to directors. All communications from shareholders are forwarded directly to the appropriate Board members. If a communication is illegal, unduly hostile or threatening, or similarly inappropriate, the Secretary has the authority to discard or take appropriate legal action regarding the communication.

Complaints Concerning Questionable Accounting, Internal Accounting Controls or Auditing Matters

Employees and third parties are encouraged to report to the Company concerns regarding questionable accounting, internal accounting controls or auditing matters. Employees with concerns about questionable accounting or auditing matters should call either the Union Pacific Values Line or the Corporation's General Auditor. Employee complaints may be reported either anonymously or non-anonymously. The complainants will be encouraged to provide their names to facilitate the investigation of complaints and follow-up, but anonymous complaints will be accepted. All employee complaints will be held in confidence except from those who have a business or legal reason to know, or as otherwise permitted by law.

Third parties wishing to communicate about questionable accounting, internal accounting controls or auditing matters may do so by U.S. mail c/o the General Auditor, Union Pacific Corporation, 1400 Douglas Street, Mail Stop 1860, Omaha, NE 68179.

Matters Relating to the Safety of Railroad Operations

Employees and third parties are encouraged to report to the Company safety concerns or make suggestions relating to the safety of Union Pacific Railroad's operations. Employees with concerns and/or suggestions about railroad safety operations should call the Union Pacific Values Line or contact the Railroad's Chief Safety Officer. Employee concerns and suggestions may be reported either anonymously or non-anonymously. Employees will be encouraged to provide their names to facilitate any investigation and follow-up, but anonymous concerns and suggestions will be accepted. Third parties wishing to communicate such concerns or suggestions may do so by U.S. mail c/o the Chief Safety Officer, Union Pacific Railroad Company, 1400 Douglas Street, Mail Stop 1180, Omaha, NE 68179.

By-Laws

Articles of Incorporation

Board of Directors

Board Committee Charters

Corporate Governance Guidelines and Policies

Codes of Business Conduct and Ethics for Directors, Officers and Employees

Policy Regarding Shareholder Approval of Future Severance Agreements