UNP

SEC source: 0000100885-03-000038 · primary_doc.xml · nonDerivative · entry 4

YOUNG JAMES R · CIK 0001200019 · EVP - Finance & CFO UPC

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 127,996

SEC source: 0000100885-03-000038 · primary_doc.xml · nonDerivative · entry 3

YOUNG JAMES R · CIK 0001200019 · EVP - Finance & CFO UPC

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 135,824

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000038 · primary_doc.xml · nonDerivative · entry 2

YOUNG JAMES R · CIK 0001200019 · EVP - Finance & CFO UPC

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 124,666

SEC source: 0000100885-03-000038 · primary_doc.xml · nonDerivative · entry 1

YOUNG JAMES R · CIK 0001200019 · EVP - Finance & CFO UPC

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 126,231

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000039 · primary_doc.xml · derivative · entry 5

DOLAN JAMES V · CIK 0001199999 · Vice Chairman - UPRR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,231 shares

Expires 2003-11-18

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000039 · primary_doc.xml · nonDerivative · entry 2

DOLAN JAMES V · CIK 0001199999 · Vice Chairman - UPRR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,624

SEC source: 0000100885-03-000039 · primary_doc.xml · nonDerivative · entry 1

DOLAN JAMES V · CIK 0001199999 · Vice Chairman - UPRR

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 98,189

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000040 · primary_doc.xml · nonDerivative · entry 1

TURNER ROBERT W · CIK 0001200016 · Sr. VP Corp. Relations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,651

SEC source: 0000100885-03-000030 · edgardoc.xml · derivative · entry 1

DONOHUE THOMAS J · CIK 0001241205 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,534

Underlying: Common Stock · 208 shares

Expires 1988-08-08

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement. (This footnote applies to both dates in Column 6 of Table II, "Date Exercisable" and "Expiration Date".)

SEC source: 0000100885-03-000021 · edgardoc.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,170

Underlying: Common Stock · 498 shares

Expires 1988-08-08

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement. (This footnote applies to both dates in Column 6 of Table II, "Date Exercisable" and "Expiration Date".)

SEC source: 0000100885-03-000031 · edgardoc.xml · derivative · entry 1

DUNHAM ARCHIE W · CIK 0001192053 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,767

Underlying: Common Stock · 201 shares

Expires 1988-08-08

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement. (This footnote applies to both dates in Column 6 of Table II, "Date Exercisable" and "Expiration Date".)

SEC source: 0000100885-03-000032 · edgardoc.xml · derivative · entry 1

ECCLES SPENCER F · CIK 0001224500 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,482

Underlying: Common Stock · 212 shares

Expires 1988-08-08

F1 · security: Distribution ratio for Phantom Stock Units is 1:1. End of period holdings include Phantom Stock Units granted prior to 8/15/96 which are exempt from Section 16 reporting.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement. (This footnote applies to both dates in Column 6 of Table II, "Date Exercisable" and "Expiration Date".)

SEC source: 0000100885-03-000033 · edgardoc.xml · derivative · entry 1

GERRY ELBRIDGE T JR · CIK 0001224501 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,948

Underlying: Common Stock · 226 shares

Expires 1988-08-08

F1 · security: Distribution ratio for Phantom Stock Units is 1:1. End of period holdings include Phantom Stock Units granted prior to 8/15/96 which are exempt from Section 16 reporting.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement. (This footnote applies to both dates in Column 6 of Table II, "Date Exercisable" and "Expiration Date".)

SEC source: 0000100885-03-000034 · edgardoc.xml · derivative · entry 1

HOPE RICHARDS JUDITH · CIK 0001227314 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,330

Underlying: Common Stock · 212 shares

Expires 1988-08-08

F1 · security: Distribution ratio for Phantom Stock Units is 1:1. End of period holdings include Phantom Stock Units granted prior to 8/15/96 which are exempt from Section 16 reporting.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement. (This footnote applies to both dates in Column 6 of Table II, "Date Exercisable" and "Expiration Date".)

SEC source: 0000100885-03-000035 · edgardoc.xml · derivative · entry 1

MAHONEY RICHARD J · CIK 0001224502 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,655

Underlying: Common Stock · 213 shares

Expires 1988-08-08

F1 · security: Distribution ratio for Phantom Stock Units is 1:1. End of period holdings include Phantom Stock Units granted prior to 8/15/96 which are exempt from Section 16 reporting.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement. (This footnote applies to both dates in Column 6 of Table II, "Date Exercisable" and "Expiration Date".)

SEC source: 0000100885-03-000036 · edgardoc.xml · derivative · entry 1

ROGEL STEVEN R · CIK 0001190563 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,581

Underlying: Common Stock · 201 shares

Expires 1988-08-08

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement. (This footnote applies to both dates in Column 6 of Table II, "Date Exercisable" and "Expiration Date".)

SEC source: 0000100885-03-000037 · edgardoc.xml · derivative · entry 1

ZEDILLO ERNESTO · CIK 0001184003 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,434

Underlying: Common Stock · 200 shares

Expires 1988-08-08

F1 · security: Distribution ratio for Phantom Stock Units is 1:1.

F2 · derivative.exercise_date: Phantom Stock Units are payable in cash only commencing at retirement. (This footnote applies to both dates in Column 6 of Table II, "Date Exercisable" and "Expiration Date".)

SEC source: 0001221662-03-000011 · edgar.xml · derivative · entry 1

ANSCHUTZ PHILIP F · CIK 0000944423 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By The Anschutz Corporation

Disclosed balance after: 0

Underlying: Common Stock · 0 shares

Expires 1988-08-08

F1 · security: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · security: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · security: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.exercise_price: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_price: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.exercise_price: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · shares: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · shares: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · shares: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · price: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · price: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · price: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.exercise_date: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.exercise_date: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.exercise_date: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.expiration_date: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.expiration_date: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.expiration_date: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · derivative.underlying_shares: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · derivative.underlying_shares: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · derivative.underlying_shares: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F1 · balance_after: On July 1, 2003, The Anschutz Corporation entered into a Pricing Schedule (the "Pricing Schedule") that set the terms of a forward sale contract (the "Contract"). The Pricing Schedule relates to 165,976 shares (the "Base Amount") of common stock. The Contract provides that The Anschutz Corporation will deliver in July 2013 (the "Maturity Date"), a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the applicable Exchange Rate, which will be determined as follows:

F2 · balance_after: (a) If the average closing price (the "Maturity Price") of the common stock on the ten trading days beginning nine trading days prior to the Maturity Date is less than or equal to $60.9525 (the "Issue Price"), the Exchange Rate will be one; (b) If the Maturity Price is greater than the Issue Price but less than $150% of such Issue Price (the "Threshold Appreciation Price"), the Exchange Rate will be equal to the Issue Price divided by the Maturity Price; and (c) If the Maturity Price is equal to or greater than the Threshold Appreciation Price, the Exchange Rate will be equal to the Adjusted Issue Price (as hereinafter defined) divided by the Maturity Price. The Adjusted Issue Price will be equal to the Issue Price plus the Maturity Price minus the Threshold Appreciation Price.

F3 · balance_after: In consideration therefor, The Anschutz Corporation will receive on July 7, 2003 an aggregate purchase price of $7,789,822.15. The Contract is governed by the terms of a Master Stock Purchase Agreement dated May 9, 2000, as amended and supplemented by a transaction schedule dated June 13, 2003 and the Pricing Schedule. In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spin-offs, mergers or similar events affecting the common stock of Union Pacific Corporation, the Base Amount and one or more of the Maturity Price, Issue Price and Threshold Appreciation Price are subject to adjustment depending on the nature of the transaction. The Anschutz Corporation has pledged the amount of shares of Common Stock equal to the Base Amount to secure its obligations under the Contract.

F4 · ownership.nature: Philip F. Anschutz is the indirect owner of 100% of the capital stock of The Anschutz Corporation, which is the registered owner of the securities indicated.

SEC source: 0000100885-03-000019 · primary_doc.xml · derivative · entry 7

VON BERNUTH CARL W · CIK 0001200017 · SVP General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 34,961 shares

Expires 2003-11-18

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000019 · primary_doc.xml · derivative · entry 6

VON BERNUTH CARL W · CIK 0001200017 · SVP General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,231 shares

Expires 2003-11-18

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000019 · primary_doc.xml · nonDerivative · entry 5

VON BERNUTH CARL W · CIK 0001200017 · SVP General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 101,006

F2 · security: The reporting person also has the following indirect holdings: 1) 1,988.5723 units by a Managed Account which include holdings in Union Pacific's Payroll Based Stock Ownership Plan and 401(k) Plan as of the transaction date; and 2) 13,648.1878 fully vested stock units with a distribution ratio of 1:1 - payable only in shares of common stock at termination of employment or a date certain. (Due to system limitations, this footnote is shown in Column 1 versus Column 5 of Table 1 where it normally would appear.)

SEC source: 0000100885-03-000019 · primary_doc.xml · nonDerivative · entry 4

VON BERNUTH CARL W · CIK 0001200017 · SVP General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,128

SEC source: 0000100885-03-000019 · primary_doc.xml · nonDerivative · entry 3

VON BERNUTH CARL W · CIK 0001200017 · SVP General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 129,641

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000019 · primary_doc.xml · nonDerivative · entry 2

VON BERNUTH CARL W · CIK 0001200017 · SVP General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 94,680

SEC source: 0000100885-03-000019 · primary_doc.xml · nonDerivative · entry 1

VON BERNUTH CARL W · CIK 0001200017 · SVP General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,244

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000018 · primary_doc.xml · nonDerivative · entry 3

DOLAN JAMES V · CIK 0001199999 · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 95,958

F2 · balance_after: The reporting person also has the following indirect holdings: 1) 118.7437 units by a Managed Account which include holdings in Union Pacific's Payroll Based Stock Ownership Plan as of the Transaction Date; and 2) 650 shares held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

SEC source: 0000100885-03-000018 · primary_doc.xml · nonDerivative · entry 2

DOLAN JAMES V · CIK 0001199999 · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,358

SEC source: 0000100885-03-000017 · primary_doc.xml · nonDerivative · entry 1

DOLAN JAMES V · CIK 0001199999 · Vice Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · by Managed Account

Disclosed balance after: 107.9806

F1 · balance_after: Includes holdings in Union Pacific's Payroll Based Stock Ownership Plan as of the Transaction Date. The reporting person also has the following holdings: 1) 650 shares held indirectly by the reporting person's spouse, and the reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein; and 2) 102,458 shares held directly by the reporting person.

SEC source: 0000100885-03-000016 · primary_doc.xml · derivative · entry 4

KORALESKI JOHN J · CIK 0001200010 · Exec. VP Marketing & Sales

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 6,059 shares

Expires 2003-11-18

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000016 · primary_doc.xml · nonDerivative · entry 3

KORALESKI JOHN J · CIK 0001200010 · Exec. VP Marketing & Sales

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 124,105

F2 · balance_after: The reporting person also has the following indirect holdings: 1) 1,439.5147 units by a Managed Account which include holdings in Union Pacific's Payroll Based and Tax Reduction Stock Ownership Plans and 401(k) Plan as of the Transaction Date; and 2) 4,004 shares held in the Koraleski Family Limited Partnership, of which the reporting person and his wife are the sole general partners and the reporting person, his wife, and his children are the sole limited partners. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

SEC source: 0000100885-03-000016 · primary_doc.xml · nonDerivative · entry 2

KORALESKI JOHN J · CIK 0001200010 · Exec. VP Marketing & Sales

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 124,933

SEC source: 0000100885-03-000016 · primary_doc.xml · nonDerivative · entry 1

KORALESKI JOHN J · CIK 0001200010 · Exec. VP Marketing & Sales

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 129,171

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000012 · primary_doc.xml · derivative · entry 3

DUFFY DENNIS J · CIK 0001200001 · Exec. Vice President Operation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,231 shares

Expires 2003-11-18

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000012 · primary_doc.xml · nonDerivative · entry 2

DUFFY DENNIS J · CIK 0001200001 · Exec. Vice President Operation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 126,953.1147

F2 · balance_after: The reporting person also has the following indirect holding: 1) 959.7139 units by a Managed Account which include holdings in employee benefit plans, Tax Reduction and Payroll Based Stock Plans, as of the transaction date.

SEC source: 0000100885-03-000012 · primary_doc.xml · nonDerivative · entry 1

DUFFY DENNIS J · CIK 0001200001 · Exec. Vice President Operation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 128,509.1147

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000014 · edgardoc.xml · nonDerivative · entry 2

JONES MARY S · CIK 0001200005 · VP & TREASURER UPC

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,292

F2 · security: The reporting person also has the following indirect holding: 1) 713.7787 units by a Managed Account which include holdings in Union Pacific's Payroll Based and Tax Reduction Stock Ownership Plans and 401(k) Plan as of the Transaction Date. (Due to system limitations, this footnote is shown in Column 1 versus Column 5 of Table 1 where it normally would appear.)

SEC source: 0000100885-03-000014 · edgardoc.xml · nonDerivative · entry 1

JONES MARY S · CIK 0001200005 · VP & TREASURER UPC

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,069

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000015 · primary_doc.xml · derivative · entry 1

JONES MARY S · CIK 0001200005 · VP & Treasurer UPC

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,115 shares

Expires 2003-11-18

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000010 · primary_doc.xml · nonDerivative · entry 4

DUFFY DENNIS J · CIK 0001200001 · Exec. Vice President Operation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 126,278.1147

F1 · balance_after: The reporting person also has the following indirect holding: 1) 959.8197 units by a Managed Account which include holdings in employee benefit plans, Tax Reduction and Payroll Based Stock Plans, as of the transaction date.

SEC source: 0000100885-03-000010 · primary_doc.xml · nonDerivative · entry 3

DUFFY DENNIS J · CIK 0001200001 · Exec. Vice President Operation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 126,678.1147

SEC source: 0000100885-03-000010 · primary_doc.xml · nonDerivative · entry 2

DUFFY DENNIS J · CIK 0001200001 · Exec. Vice President Operation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 126,778.1147

SEC source: 0000100885-03-000010 · primary_doc.xml · nonDerivative · entry 1

DUFFY DENNIS J · CIK 0001200001 · Exec. Vice President Operation

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 126,978.1147

SEC source: 0000100885-03-000011 · primary_doc.xml · nonDerivative · entry 1

BRYAN L MERILL JR · CIK 0001199998 · Senior Vice President & CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,453

F1 · balance_after: The reporting person also has the following indirect holding: 1) 684.5012 units by a Managed Account which include holdings in Union Pacific's Payroll Based and Tax Reduction Stock Ownership Plans and 401(k) Plan as of the Transaction Date.

SEC source: 0000100885-03-000009 · primary_doc.xml · nonDerivative · entry 1

KNIGHT ROBERT M JR · CIK 0001200009 · Senior Vice President Finance

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,648

F1 · balance_after: The reporting person also has the following indirect holdings: 1) 1,548.7624 units which represent the conversion of restricted stock to fully vested stock units with a distribution ratio of 1:1 - payable only in shares of common stock at termination of employment or a date certain; and 2) 94.8634 units by a Managed Account which include holdings in employee benefit plans, Tax Reduction and Payroll Based Stock Plans, as of the transaction date.

SEC source: 0000100885-03-000007 · edgardoc.xml · derivative · entry 6

KORALESKI JOHN J · CIK 0001200010 · EVP MKTG & SALES

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: Not disclosed

Underlying: Common Stock · 5,000 shares

Expires 2003-11-18

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.

SEC source: 0000100885-03-000007 · edgardoc.xml · nonDerivative · entry 5

KORALESKI JOHN J · CIK 0001200010 · EVP MKTG & SALES

10b5-1 filing: Not disclosed

Ownership: Indirect · by Partnership

Disclosed balance after: 4,004

F3 · security: Represents shares held in the Koraleski Family Limited Partnership (FLP), of which the reporting person and his wife are the sole general partners and the reporting person, his wife, and his children are the sole limited partners. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

SEC source: 0000100885-03-000007 · edgardoc.xml · nonDerivative · entry 4

KORALESKI JOHN J · CIK 0001200010 · EVP MKTG & SALES

10b5-1 filing: Not disclosed

Ownership: Indirect · by Managed Account

Disclosed balance after: 1,440.6923

F2 · security: Includes holdings in Union Pacific's Payroll-based and Tax-reduction stock ownership plans and 401(k) plan as of Transaction Date.

SEC source: 0000100885-03-000007 · edgardoc.xml · nonDerivative · entry 3

KORALESKI JOHN J · CIK 0001200010 · EVP MKTG & SALES

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 123,112

SEC source: 0000100885-03-000007 · edgardoc.xml · nonDerivative · entry 2

KORALESKI JOHN J · CIK 0001200010 · EVP MKTG & SALES

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 123,822

SEC source: 0000100885-03-000007 · edgardoc.xml · nonDerivative · entry 1

KORALESKI JOHN J · CIK 0001200010 · EVP MKTG & SALES

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 127,376

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Number of shares and option price of outstanding options adjusted 10/16/96 to reflect new values following the spin-off of Union Pacific Resources Group, Inc.