Instruction of Appointment of Successor Trustee



 Exhibit 4.2 
 AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of March 6, 2007, with an effective date of April 1, 2007, by and among Union Pacific Corporation, a corporation duly organized and existing
under the laws of State of Utah and having its principal office at 1400 Douglas Street, Omaha, Nebraska 68179 (the “Company”), Wells Fargo Bank, National Association, a national banking association duly organized and existing under
the laws of the United States of America (“Successor Trustee”) and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office at
388 Greenwich Street, New York, New York 10013 (“Resigning Trustee”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Indenture (as defined below). 
 RECITALS: 
 WHEREAS, there are currently
$2,700,000,000 aggregate principal amount of the Company’s Notes, Senior Notes, Debentures and Medium Term Notes (the “Securities”) outstanding under an Indenture, dated as of December 20, 1996, by and between the Company and
Resigning Trustee (the “Indenture”); 
 WHEREAS, the Company appointed Resigning Trustee as the Trustee, Security Registrar and
Paying Agent under the Indenture; 
 WHEREAS, Section 610 of the Indenture provides that the Trustee may at any time resign with respect
to the Securities of one or more series by giving written notice of such resignation to the Company, effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee; 
 WHEREAS, Section 610 of the Indenture provides that, if the Trustee shall resign, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee; 
 WHEREAS, Section 611 of the Indenture provides that any successor Trustee appointed in accordance with the
Indenture shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment under the Indenture, and thereupon the resignation of the predecessor Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of the predecessor Trustee; 
  







 WHEREAS, the Resigning Trustee has given written notice to the Company that it is resigning as Trustee,
Security Registrar and Paying Agent under the Indenture; 
 WHEREAS, the Company desires to appoint Successor Trustee as successor Trustee,
security Registrar and Paying Agent to succeed Resigning Trustee in such capacities under the Indenture; and 
 WHEREAS, Successor Trustee is
willing to accept such appointment as successor Trustee, Security Registrar and Paying Agent under the Indenture; 
 NOW, THEREFORE, the
Company, Resigning Trustee and Successor Trustee, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows: 

1 
 THE RESIGNING TRUSTEE 

1.1 Pursuant to Section 610 of the Indenture, Resigning Trustee has by letter notified the Company that Resigning Trustee is resigning as
Trustee, Security Registrar and Paying Agent under the Indenture. 
 1.2 Resigning Trustee hereby represents and warrants to Successor
Trustee that: 
  

	 	(a)	No covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate
trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver. 

  

	 	(b)	There is no action, suit or proceeding pending or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, threatened against Resigning
Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the Indenture. 

  

	 	(c)	As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under the Indenture. 

  

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	 	(d)	Pursuant to Section 303 of the Indenture, Resigning Trustee has duly authenticated and delivered $2,700,000,000 aggregate principal amount of Securities which are outstanding
as of the effective date hereof. 

  

	 	(e)	The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.


  

	 	(f)	Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the
Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature. 

  

	 	(g)	This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms. 

  

	 	(h)	To the best knowledge of responsible officers of the Resigning Trustee’s corporate trust department, no event has occurred and is continuing which is, or after notice or lapse
of time would become, an Event of Default under Section 501 of the Indenture. 

  

	 	(i)	It has lawfully discharged its duties as Trustee under the Indenture. 

  

	 	(j)	It has made, or promptly will make, available to the Successor Trustee originals, if available, or copies in its possession, of all documents relating to the trusts created by the
Indenture and all information in the possession of its corporate trust administration department relating to the administration and status of the trusts under the Indenture. 

 1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to
the trust under the Indenture and all the rights, powers and trusts of the Trustee under the Indenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require
so as to more fully and certainly vest and confirm in Successor Trustee 

  

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all the rights, powers and trusts hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Security Registrar and Paying Agent.

 1.4 Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed
on Exhibit A hereto. 
 2 
 THE COMPANY 
 2.1 The Company hereby accepts the resignation of Resigning Trustee as Trustee, Security Registrar and Paying
Agent under the Indenture. 
 2.2 The Company hereby certifies that Exhibit B annexed hereto is a copy of the Board Resolution which was
duly adopted by the Board of Directors of the Company, which is in full force and effect on the date hereof, and which authorizes certain officers of the Company to: (a) accept Resigning Trustee’s resignation as Trustee, Security
Registrar and Paying Agent under the Indenture; (b) appoint Successor Trustee as Trustee, Security Registrar and Paying Agent under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or
desirable to effectuate the succession of Successor Trustee as Trustee, Security Registrar and Paying Agent under the Indenture. 
 2.3 The
Company hereby appoints Successor Trustee as Trustee, Security Registrar and Paying Agent under the Indenture to succeed to, and hereby vests Successor Trustee with, all the rights, powers, duties and obligations of Resigning Trustee under the
Indenture with like effect as if originally named as Trustee, Security Registrar and Paying Agent in the Indenture. 
 2.4 Promptly after the
effective date of this Agreement, the Company shall cause a notice, substantially in the form of Exhibit C annexed hereto, to be sent to each Holder of the Securities in accordance with the provisions of Section 610 of the Indenture.

 2.5 The Company hereby represents and warrants to Resigning Trustee and Successor Trustee that: 
  

	 	(a)	The Company is a corporation duly and validly organized and existing pursuant to the laws of the State of Utah. 

  

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	 	(b)	The Indenture was validly and lawfully executed and delivered by the Company and the Securities were validly issued by the Company. 

  

	 	(c)	The Company has performed or fulfilled prior to the date hereof, and will continue to perform and fulfill after the date hereof, each covenant, agreement, condition, obligation and
responsibility under the Indenture. 

  

	 	(d)	No event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under Section 501 of the Indenture.


  

	 	(e)	No covenant or condition contained in the Indenture has been waived by the Company or, to the best of the Company’s knowledge, by Holders of the percentage in aggregate
principal amount of the Securities required to effect any such waiver. 

  

	 	(f)	There is no action, suit or proceeding pending or, to the best of the Company’s knowledge, threatened against the Company before any court or any governmental authority arising
out of any act or omission of the Company under the Indenture. 

  

	 	(g)	This Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation, enforceable in accordance with its
terms. 

  

	 	(h)	All conditions precedent relating to the appointment of Wells Fargo Bank, National Association as successor Trustee under the Indenture have been complied with by the Company.


 2.6 The Company acknowledges and agrees that nothing contained herein or otherwise shall constitute an assumption by the
Successor Trustee of any liability of the Resigning Trustee arising out of any breach by the Resigning Trustee in the performance or non-performance of the Resigning Trustee’s duties as trustee under the Indenture. The Company agrees to pay or
indemnify, as applicable, the Successor Trustee and save the Successor Trustee harmless from and against any and all costs, claims, liabilities, losses or damages (including the reasonable fees, expenses and disbursements of the Successor
Trustee’s legal counsel and other 

  

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advisors) arising out of the actions or omissions of the Resigning Trustee that the Successor Trustee may suffer or incur as a result of accepting such
appointment and acting as successor trustee under the Indenture. The Successor Trustee will furnish to the Company, promptly upon receipt, all documents with respect to any action the outcome of which would make the indemnity provided for in this
paragraph operative. The Successor Trustee shall notify the Company in writing of any claim for which it may seek indemnity. 
 3 

THE SUCCESSOR TRUSTEE 
 3.1
Successor Trustee hereby represents and warrants to Resigning Trustee and to the Company that: 
  

	 	(a)	Successor Trustee is not disqualified under the provisions of Section 608 and is eligible under the provisions of Section 609 of the Indenture to act as Trustee under the
Indenture. 

  

	 	(b)	This Agreement has been duly authorized, executed and delivered on behalf of Successor Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms. 

 3.2 Successor Trustee hereby accepts its appointment as successor Trustee, Security Registrar and Paying
Agent under the Indenture and accepts the rights, powers, duties and obligations of Resigning Trustee as Trustee, Security Registrar and Paying Agent under the Indenture, upon the terms and conditions set forth therein, with like effect as if
originally named as Trustee, Security Registrar and Paying Agent under the Indenture. 
 3.3 References in the Indenture to “Principal Office” or other similar terms shall be deemed to refer to the principal corporate trust office of Successor Trustee, which is presently located at 1445 Ross Avenue, 2nd Floor, MAC-T5303-022, Dallas, Texas 75202. 
 3.4 In all respects not inconsistent with the terms and provisions of this Agreement, the Indenture is hereby ratified, approved and confirmed. In executing and delivering this Agreement, the Successor Trustee shall
be entitled to all of the privileges and immunities afforded to the trustee under the terms and provisions of the Indenture. 
  

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 4 
 MISCELLANEOUS 
 4.1 Except as otherwise expressly provided herein or unless the context otherwise requires, all terms used
herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 4.2 This Agreement and the
resignation, appointment and acceptance effected hereby shall be effective as of the opening of business on April 1, 2007. 
 4.3
Resigning Trustee hereby acknowledges payment or provision for payment in full by the Company of compensation for all services rendered by Resigning Trustee in its capacity as Trustee, Security Registrar and Paying Agent under Section 607 of
the Indenture and reimbursement in full by the Company of the expenses, disbursements and advances incurred or made by Resigning Trustee in its capacity as Trustee, Security Registrar and Paying Agent in accordance with the provisions of the
Indenture. Resigning Trustee acknowledges that it relinquishes any lien it may have upon all property or funds held or collected by it to secure any amounts due it pursuant to the provisions of Section 607 of the Indenture. This Agreement does
not constitute a waiver or assignment by the Resigning Trustee of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Indenture. The Company acknowledges its obligation set forth in
Section 607 of the Indenture to indemnify Resigning Trustee for, and to hold Resigning Trustee harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of Resigning Trustee and arising out of or in
connection with the acceptance or administration of the trust evidenced by the Indenture (which obligation shall survive the execution hereof). 
 4.4 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof. 
 4.5 This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but
one and the same instrument. 
 4.6 The Company, Resigning Trustee and Successor Trustee hereby acknowledge receipt of an executed
counterpart of this Agreement and the effectiveness thereof. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and
Acceptance to be duly executed, all as of the day and year first above written. 
  

					
	UNION PACIFIC CORPORATION
		
	By:	 	/s/ Mary S. Jones
		 	 Name:
 Title:
	 	 Mary S. Jones
 Vice President and
Treasurer



  

					
	 CITIBANK, N.A.
 as Resigning Trustee

		
	By:	 	/s/ Louis Piscitelli
		 	 Name:
 Title:
	 	 Louis Piscitelli
 Vice President



  

					
	 WELLS FARGO BANK,
NATIONAL ASSOCIATION
 as Successor Trustee

		
	By:	 	/s/ Patrick Giordano
		 	 Name:
 Title:
	 	 Patrick Giordano
 Vice President



  

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 EXHIBIT A 
 Documents to be delivered to Successor Trustee 
  

	1.	Copy of Indenture. 

  

	2.	File of closing documents from initial issuance. 

  

	3.	Copies of the most recent of each of the SEC reports delivered by the Company pursuant to Section 704 of the Indenture. 

  

	4.	A copy of the most recent compliance certificate delivered pursuant to Section 1004 of the Indenture. 

  

	5.	Certified list of Holders, including certificate detail and all “stop transfers” and the reason for such “stop transfers” (or, alternatively, if there are a
substantial number of registered Holders, the computer tape reflecting the identity of such Holders). 

  

	6.	Copies of any official notices sent by the Trustee to all the Holders of the Securities pursuant to the terms of the Indenture during the past twelve months and a copy of the most
recent Trustee’s annual report to Holders delivered pursuant to Section 703 of the Indenture. 

  

	7.	List of any documents which, to the knowledge of Resigning Trustee, are required to be furnished but have not been furnished to Resigning Trustee. 

  







 EXHIBIT B 
 SUGGESTED PROVISIONS FOR RESOLUTIONS 
 OF 
 THE BOARD OF DIRECTORS 
 OF 
 Union Pacific Corporation 
 The undersigned,
            , hereby certifies that he is the duly appointed, qualified and acting              of Union Pacific
Corporation, a New York corporation (the “Corporation”), and further certifies that the following is a true and correct copy of certain resolutions duly adopted by the Board of Directors of said Corporation as of
             and that said resolutions have not been amended, modified or rescinded: 
 RESOLVED, that the Corporation appoint Wells Fargo Bank, N.A. (“Successor Trustee”) as successor Trustee, Paying Agent and Security Registrar under the Indenture dated as of December 20, 1996 by and
between the Corporation and Citibank, N.A. (“Resigning Trustee”), as Trustee (the “Indenture”), pursuant to which the Corporation issued its Notes, Senior Notes, Debentures and Medium Term Notes and that the Corporation accept
the resignation of Resigning Trustee as Trustee, Paying Agent and Security Registrar under the Indenture, such resignation to be effective upon the execution, delivery and effectiveness of an instrument or instruments pursuant to which Successor
Trustee accepts appointment as successor Trustee, Security Registrar and Paying Agent under the Indenture; and it is further 
 RESOLVED,
that the Chairman of the Board, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute and deliver in the name and on behalf of the
Corporation an instrument or instruments appointing Successor Trustee as the successor Trustee, Security Registrar and Paying Agent and accepting the resignation of Resigning Trustee; and it is further 
 RESOLVED, that the proper officers of the Corporation are hereby authorized, empowered and directed to do or cause to be done all such acts or things,
and to execute and deliver, or cause to be executed or delivered, any and all such other agreements, amendments, instruments, certificates, documents or papers (including, without limitation, any and all notices and certificates required or
permitted to be given or made on behalf of the Corporation to Successor Trustee or to Resigning Trustee), under the terms of any of the executed instruments in connection with the resignation of Resigning Trustee, and the appointment of Successor
Trustee, in the name and on behalf of the Corporation as any of such officers, in his/her discretion, may deem necessary or advisable to effectuate or carry out the purposes and intent of the foregoing resolutions; and to perform any of the
Corporation’s obligations under the instruments and agreements executed on behalf of the Corporation in connection with the resignation of Resigning Trustee and the appointment of Successor Trustee. 
  







 IN WITNESS WHEREOF, I have hereunto set my hand as
                                 and have affixed the seal of the Corporation this
1st day of April, 2007. 
  

					
	By:	 	  
		 	 Name:
 Title:
	 	


 [SEAL] 
  

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 EXHIBIT C 
 [COMPANY LETTERHEAD] 
 NOTICE 
 To the Holders of: 
  

			
	Union Pacific Corporation 5.75% Notes, due 2007	  	CUSIP #907818 CM8
		
	Union Pacific Corporation Medium Term Notes, Series E, due 2007,	  	
		
	Union Pacific Corporation 6 5/8% Notes, due 2008,	  	CUSIP # 907818 BX5
		
	Union Pacific Corporation 6 1/8% Notes, due 2012	  	CUSIP # 907818 CN6
		
	Union Pacific Corporation 6.5% Senior Notes due 2012 (H)	  	CUSIP # 907818 CP1
		
	Union Pacific Corporation 4.875% Notes, due 2015	  	CUSIP # 907818 CV8
		
	Union Pacific Corporation 7 1/8% Debentures, due 2028	  	CUSIP # 907818 BY3
		
	Union Pacific Corporation 6 5/8% Debentures, due 2029	  	CUSIP # 907818 CF3

 NOTICE IS HEREBY GIVEN, pursuant to Section 610 of the Indenture (the “Indenture”), dated as of
December 20, 1996, by and between Union Pacific Corporation and Citibank, N.A., as Trustee, that Citibank, N.A. has resigned as Trustee, Security Registrar and Paying Agent under the Indenture. 
 Pursuant to Section 611 of the Indenture, Wells Fargo Bank, N.A., a national banking
association duly organized and existing under the laws of the United States of America, has accepted appointment as Trustee, Security Registrar and Paying Agent under the Indenture. The address of the corporate trust office of the successor Trustee
is 1445 Ross Avenue, 2nd Floor, T5303-022, Dallas, Texas 75202. 
 Citibank’s resignation as Trustee, Security Registrar and Paying Agent and Wells Fargo Bank’s appointment as successor Trustee, Security
Registrar and Paying Agent were effective as of the opening of business on April 1, 2007. 
 Dated: 
 April 1, 2007