SECTION 16 OF THE
SECURITIES EXCHANGE ACT OF 1934

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT I,
Erroll B. Davis, Jr., member of the Board of
Directors of Union Pacific Corporation, a Utah
Corporation (the "Company"), do hereby appoint
Barbara W. Schaefer, Thomas E. Whitaker, Laura
A. Heisterkamp, and James J. Theisen, Jr.,
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 of Union Pacific
Corporation, a Form 3 and any and all
Forms 4 or Forms 5 under Section 16
of the Securities Exchange Act of
1934 and the rules and interpretations
promulgated thereunder, and any other
documents in support thereof or
supplemental or amendatory thereto,
with respect to the ownership by or
attributable to me, directly or indirectly,
of equity securities of the Company,
or derivative securities relating thereto,
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 a
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 June 1, 2004.

/s/ Erroll B. Davis, Jr.