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20045492 <br />200410780 <br />CERTIFICATION OF NON - FOREIGN STATUS <br />Under Section 1445(e) of the Internal Revenue Code, a corporation, <br />partnership, trust, or estate must withhold tax with respect to certain transfers of property <br />if a holder of an interest in the entity is a foreign person. To inform the transferee that no <br />withholding is required with respect to UNION PACIFIC RAILROAD COMPANY's interest <br />in it, the undersigned hereby certifies the following on behalf of UNION PACIFIC <br />RAILROAD COMPANY (hereinafter the "COMPANY "): <br />The COMPANY is not a foreign corporation, foreign partnership, foreign trust, or <br />foreign estate (as those terms are defined in the Internal Revenue Code and <br />Income Tax Regulations); <br />2. The COMPANY's U.S. employer identification number is 94- 6001323; and <br />3. The COMPANY's office address is 1400 Douglas Street, Stop 1580, Omaha, <br />Nebraska 68179 and state of incorporation is Delaware. <br />The COMPANY agrees to inform the transferee if it becomes a foreign <br />person at any time during the three year period immediately following the date of this <br />notice. <br />The COMPANY understands that this certification may be disclosed to the <br />Internal Revenue Service by the transferee and that any false statement contained herein <br />could be punished by fine, imprisonment, or both. <br />Under penalties of perjury, I declare that I have examined this certification <br />and to the best of my knowledge and belief it is true, correct, and complete, and I further <br />declare that I have authority to sign this document on behalf of the COMPANY. <br />Title: GENERAL ANAGER -REAL ESTATE <br />Date: <br />C: \DOCUME- 1Uand084 \LOCALS -1 \Temp \H.NOTESDAT12259 -33 QCD.doc <br />0 <br />