As filed with the Securities and Exchange Commission on May 30, 2003.

                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                            UNION PACIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

                                           
             UTAH                                         13-2626465
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1416 DODGE STREET
OMAHA, NE                                                  68179
(Address of Principal Executive Offices)                 (Zip Code)

                        UNION PACIFIC AGREEMENT EMPLOYEE
                             401(K) RETIREMENT PLAN
                              (Full title of plan)

                               CARL W. VON BERNUTH
                     SENIOR VICE PRESIDENT, GENERAL COUNSEL
                                  AND SECRETARY
                            UNION PACIFIC CORPORATION
                                1416 DODGE STREET
                                 OMAHA, NE 68179
                                 (402) 271-5777

(Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

======================================================================================
TITLE OF SECURITIES      AMOUNT TO          PROPOSED MAXIMUM              AMOUNT OF
  TO BE REGISTERED    BE REGISTERED    AGGREGATE OFFERING PRICE(1)   REGISTRATION FEE
- --------------------------------------------------------------------------------------
                                                            
Common Stock, Par
Value $2.50 Per       $200,000,000           $200,000,000.00             $16,180.00
Share

Plan Interests            (2)                      (2)                       (2)
======================================================================================

(1) Calculated in accordance with Rule 457(o) of the Securities Act of 1933.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Union Pacific Agreement Employee 401(K)
Retirement Plan. These securities have no offering price and therefore, pursuant
to Rule 457(h)(2), no separate registration fee is required.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

         *Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8. The document(s)
containing such information will be sent or given to participating employees as
specified in Rule 428(b)(1) of the Securities Act. These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents, which have been filed previously by the Union
Pacific Corporation ("the Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this Registration Statement
and made a part hereof:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2002;

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
              Securities Exchange Act of 1934, as amended (the "Exchange Act")
              since the end of the fiscal year covered by the Annual Report
              referred to in (a) above;

         (c)  The description of the Common Stock, par value $2.50 per share,
              that is contained in the Company's Registration Statement filed
              under the Exchange Act under File No. 1-6075, including all
              amendments or reports filed for the purpose of updating such
              description; and

         (d)  The Plan's Annual Report on Form 11-K for the fiscal year ended
              December 31, 2001.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents.

         For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so

                                      -2-

modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

        The financial statements and the related financial statement schedule
incorporated in this Registration Statement by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 2002 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        The Company is a Utah corporation. Section 16-10a-901 et seq. of the
Revised Business Corporation Act of Utah grants to a corporation the power and
in certain cases requires corporations to indemnify a person made a party to a
lawsuit or other proceeding because such person is or was a director or officer.
A corporation is further empowered to purchase insurance on behalf of any person
who is or was a director or officer against any liability asserted against him
or her and incurred by him or her in such capacity or arising out of his or her
status as such capacity. The Company's By-Laws provide for mandatory
indemnification of its directors, officers and employees in certain
circumstances. The Company maintains insurance on behalf of directors and
officers against liability asserted against them arising out of their status as
such.

        The Company's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of the Company for monetary
damages for a breach of their fiduciary duty as directors. This provision does
not eliminate the liability of a director for (i) the amount of a financial
benefit received by a director to which he or she is not entitled, (ii) an
intentional infliction of harm on the corporation or the shareholders, (iii) a
violation of Section 16-10a-842 of the Revised Business Corporation Act of Utah
(relating to the liability of directors for unlawful distributions) or (iv) an
intentional violation of criminal law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

                                      -3-

Item 8. Exhibits.

        The exhibits filed as part of this Registration Statement are as
follows:

Exhibit Number                     Exhibit
- --------------                     -------

      23         -   Consent of Deloitte & Touche LLP

      24         -   Powers of Attorney

        The Registrant has submitted the Plan to the Internal Revenue Service
        (the "IRS") and received a determination letter dated April 23, 2003
        that the Plan is qualified under Section 401(a) of the Internal Revenue
        Code of 1986, as amended, conditioned on the adoption of certain
        amendments which will be made by the Registrant in a timely manner.

Item 9. Undertakings.

        (a) The undersigned Company hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act;

            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in the Registration Statement;

            (iii) To include any material information with respect to the plan
            of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
        Section do not apply if the information required to be included in a
        post-effective amendment by those paragraphs is contained in periodic
        reports filed with or furnished to the Commission by the Company
        pursuant to Section 13 or Section 15(d) of the Exchange Act that are
        incorporated by reference in the Registration Statement.

        (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new Registration Statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

                                      -4-

               (3) To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

          (b) The undersigned Company hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of the
          Company's Annual Report pursuant to Section 13(a) or Section 15(d) of
          the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the Registration Statement
          shall be deemed to be a new Registration Statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

          (c) Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Company pursuant to the foregoing provisions, or
          otherwise, the Company has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          payment by the Company of expenses incurred or paid by a director,
          officer or controlling person of the Company in the successful defense
          of any action, suit or proceeding) is asserted by such director,
          officer or controlling person in connection with the securities being
          registered, the Company will, unless in the opinion of its counsel the
          matter has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.

                                      -5-

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on this 30th day of May,
2003.

                                          UNION PACIFIC CORPORATION

                                          By: /s/ Carl W. von Bernuth
                                              ----------------------------------
                                              Carl W. von Bernuth
                                              Senior Vice President,
                                              General Counsel and Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on this 30th day of May, 2003, by
the following persons in the capacities indicated.

        Signature                                   Title
        ---------                                   -----

 /s/ Richard K. Davidson              Chairman of the Board, President, Chief
- --------------------------------      Executive Officer and Director
    (Richard K. Davidson)             (Principal Executive Officer)

 /s/ James R. Young                   Executive Vice President - Finance
- --------------------------------      (Principal Financial Officer)
    (James R. Young)

 /s/ Richard J. Putz                  Vice President and Controller
- --------------------------------      (Principal Accounting Officer)
    (Richard J. Putz)

                                      -6-

                                          
Philip F. Anschutz           Director   )
Thomas J. Donohue            Director   )       By: /s/ Thomas E. Whitaker
Archie W. Dunham             Director   )           ----------------------------
Spencer F. Eccles            Director   )           (Thomas E. Whitaker
Ivor J. Evans                Director   )           ----------------------------
Elbridge T. Gerry, Jr.       Director   )           as Attorney-in-Fact)
Judith Richards Hope         Director   )
Richard J. Mahoney           Director   )
Steven R. Rogel              Director   )

                                      -7-

                                INDEX TO EXHIBITS

Exhibit
Number           Exhibit
- -------          -------

  23      -      Consent of Deloitte & Touche LLP

  24      -      Powers of Attorney

                                                                      EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Union Pacific Corporation on Form S-8 of our report dated January 22, 2003,
appearing in the Annual Report on Form 10-K of Union Pacific Corporation for the
year ended December 31, 2002 and to the reference to us as experts in this
Registration Statement.

/s/  Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Omaha, Nebraska
May 30, 2003

                                                                      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 $200,000,000
aggregate amount of Common Stock of the Corporation, together with an indefinite
amount of interests in the Union Pacific Agreement Employee 401(K) Retirement
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

                            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 $200,000,000
aggregate amount of Common Stock of the Corporation, together with an indefinite
amount of interests in the Union Pacific Agreement Employee 401(K) Retirement
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

                            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 $200,000,000
aggregate amount of Common Stock of the Corporation, together with an indefinite
amount of interests in the Union Pacific Agreement Employee 401(K) Retirement
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

                            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 $200,000,000
aggregate amount of Common Stock of the Corporation, together with an indefinite
amount of interests in the Union Pacific Agreement Employee 401(K) Retirement
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

                            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 $200,000,000
aggregate amount of Common Stock of the Corporation, together with an indefinite
amount of interests in the Union Pacific Agreement Employee 401(K) Retirement
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

                            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 $200,000,000 aggregate amount of Common Stock of the Corporation,
together with an indefinite amount of interests in the Union Pacific Agreement
Employee 401(K) Retirement 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.

                            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 $200,000,000
aggregate amount of Common Stock of the Corporation, together with an indefinite
amount of interests in the Union Pacific Agreement Employee 401(K) Retirement
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

                            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 $200,000,000
aggregate amount of Common Stock of the Corporation, together with an indefinite
amount of interests in the Union Pacific Agreement Employee 401(K) Retirement
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

                            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 $200,000,000
aggregate amount of Common Stock of the Corporation, together with an indefinite
amount of interests in the Union Pacific Agreement Employee 401(K) Retirement
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