Obligation Union Pacific Railroad 5.65% ( US907818CW65 ) en USD

Union Pacific Railroad

100 % ⇌

Etas-Unis

US907818CW65 ( en USD )

5.65% par an ( paiement semestriel )

01/05/2017 - Obligation échue

Prospectus brochure de l'obligation Union Pacific US907818CW65 en USD 5.65%, échue

1 000 USD

250 000 000 USD

907818CW6

A ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

Union Pacific est une grande compagnie ferroviaire américaine qui exploite un vaste réseau dans l'ouest du pays, transportant des marchandises diverses comme des produits agricoles, des produits manufacturés et des matières premières.

L'Obligation émise par Union Pacific Railroad ( Etas-Unis ) , en USD, avec le code ISIN US907818CW65, paye un coupon de 5.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2017

L'Obligation émise par Union Pacific Railroad ( Etas-Unis ) , en USD, avec le code ISIN US907818CW65, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Union Pacific Railroad ( Etas-Unis ) , en USD, avec le code ISIN US907818CW65, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
A filing fee of $15,350, calculated in accordance
with Rule 457(r), has been previously transmitted to the SEC in connection
with the securities offered from the registration statement
(Reg. No. 333-141084) by means of this prospectus supplement.
Prospectus Supplement
(To Prospectus Dated March 6, 2007)
$500,000,000

$250,000,000 5.650% Notes due 2017
$250,000,000 6.150% Debentures due 2037

We will pay interest on the notes and debentures each May 1 and November 1, beginning on November 1,
2007. The notes will mature on May 1, 2017, and the debentures will mature on May 1, 2037.
We may redeem some or all of the notes and debentures from time to time at the redemption price described
in this prospectus supplement. There is no sinking fund for the notes and debentures. See "Description of the
Notes and Debentures" for a description of the terms of the notes and debentures.

Underwriting
Price to
Discounts and
Proceeds to

Public (1)
Commissions
the Company
Per Note

99.672%
0.650%
99.022%
Total

$249,180,000
$ 1,625,000
$247,555,000
Per Debenture

99.562%
0.875%
98.687%
Total

$248,905,000
$ 2,187,500
$246,717,500
(1) Plus accrued interest, if any, from April 18, 2007.
Delivery of the notes and debentures, in book-entry form only, will be made on or about April 18, 2007.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the prospectus to which it relates
is truthful or complete. Any representation to the contrary is a criminal offense.
Joint Book-Running Managers

Citigroup
Credit Suisse
JPMorgan

Senior Co-Managers

Barclays Capital
Merrill Lynch &

Co.
Co-Managers
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Banc of America Securities LLC
Lazard Capital

Markets
SunTrust Robinson Humphrey
Wells Fargo

Securities
The date of this prospectus supplement is April 13, 2007.
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You should only rely on the information contained and incorporated by reference in this prospectus supplement
and the accompanying prospectus. We have not authorized anyone else to provide you with different information.
These securities are not being offered in any state where the offer is not permitted. You should not assume that the
information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
is accurate as of any date other than the date of such information.
TABLE OF CONTENTS

Prospectus Supplement

Page
THE COMPANY

S-1
USE OF PROCEEDS

S-1
RATIO OF EARNINGS TO FIXED CHARGES

S-1
DESCRIPTION OF THE NOTES AND DEBENTURES

S-2
UNDERWRITING

S-7
LEGAL MATTERS

S-8

Prospectus

Page
ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
INCORPORATION BY REFERENCE

2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

3
THE COMPANY

3
RISK FACTORS

4
RATIO OF EARNINGS TO FIXED CHARGES

4
USE OF PROCEEDS

4
DESCRIPTION OF DEBT SECURITIES

5
DESCRIPTION OF PREFERRED STOCK

13
DESCRIPTION OF COMMON STOCK

17
DESCRIPTION OF SECURITIES WARRANTS

18
PLAN OF DISTRIBUTION

20
LEGAL MATTERS

20
EXPERTS

20

The terms "Union Pacific," "Company," "we," "us" and "our" used in this prospectus supplement refer to Union Pacific
Corporation (together with its subsidiaries ) unless the context otherwise provides.

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THE COMPANY
Union Pacific Corporation operates primarily as a rail transportation provider, through Union Pacific Railroad
Company, its principal operating company, which is the largest railroad in North America, covering 23 states across the
western two-thirds of the United States.
Our executive offices are located at 1400 Douglas Street, Omaha, Nebraska 68179, and our telephone number is
(402) 544-5000. We will, upon request, provide without charge to each person to whom this prospectus supplement and the
accompanying prospectus is delivered a copy of any or all of the documents incorporated or deemed to be incorporated by
reference into this prospectus supplement or the accompanying prospectus (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such documents). Written or oral requests should be directed to:
Union Pacific Corporation, 1400 Douglas Street, Omaha, Nebraska 68179, Attention: Corporate Secretary (telephone
(402) 544-5000).
USE OF PROCEEDS
We expect to use the net proceeds from this offering for general corporate purposes, including the repurchase of
common stock pursuant to our share repurchase program. At April 13, 2007, we had no commercial paper outstanding.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Union Pacific's ratio of earnings to fixed charges for the periods shown.

Year Ended December 31,

2002 2003 2004 2005 2006
Earnings to Fixed Charges(1)
3.4x 3.2x 2.1x 2.9x 4.4x
(1) The ratio of earnings to fixed charges has been computed on a consolidated basis. Earnings represent income from
continuing operations, less equity earnings net of distributions, plus fixed charges and income taxes. Fixed charges
represent interest charges, amortization of debt discount and the estimated amount representing the interest portion of
rental charges.

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DESCRIPTION OF THE NOTES AND DEBENTURES
The following description of the notes and debentures offered hereby supplements, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of the Debt Securities set forth in the accompanying
prospectus, to which description reference is hereby made.
General
The notes are initially being offered in the principal amount of $250,000,000 and the debentures are initially being
offered in the principal amount of $250,000,000. We may, without the consent of the holders, increase such principal amount
of either or both the notes and the debentures in the future, on the same respective terms and conditions and with the same
respective CUSIP number, as the securities being offered hereby. We will not issue any such additional securities unless the
further securities are fungible with those being offered hereby for U.S. federal income tax purposes. Each note will bear
interest at 5.650% per annum and each debenture will bear interest at 6.150% per annum. Interest on each note and debenture
will be payable semiannually on May 1 and November 1 of each year, commencing November 1, 2007 to the person in
whose name the note or debenture is registered, subject to certain exceptions as provided in the indenture, at the close of
business on April 15 and October 15 (each, a "Record Date"), as the case may be, immediately preceding such May 1 or
November 1. The notes will mature on May 1, 2017 and the debentures will mature on May 1, 2037. Interest on the notes and
the debentures will be paid on the basis of a 360-day year consisting of twelve 30-day months. The notes and debentures
(which we may sometimes refer to collectively as the "securities" in this prospectus supplement) will be issued under an
indenture dated as of April 1, 1999, between The Bank of New York, as successor to JPMorgan Chase Bank N.A. (formerly
The Chase Manhattan Bank), as Trustee, and us.
As a holding company, we have no material assets other than our ownership of the common stock of our subsidiaries.
We will rely primarily upon distributions and other amounts received from our subsidiaries to meet the payment obligations
under the notes and debentures. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay amounts due under the notes and debentures or otherwise to make any funds available to us. This includes
the payment of dividends or other distributions or the extension of loans or advances. Further, the ability of our subsidiaries
to make any payments to us would be dependent upon the terms of any credit facilities or other debt instruments of the
subsidiaries and upon the subsidiaries' earnings, which are subject to various business and other risks. In a bankruptcy or
insolvency proceeding, claims of holders of the notes and debentures would be satisfied solely from our equity interests in
our subsidiaries remaining after the satisfaction of claims of creditors of the subsidiaries. Accordingly, the notes and
debentures will be effectively subordinated to existing and future liabilities of our subsidiaries to their respective creditors.
Optional Redemption
Each of the notes and debentures will be redeemable in whole or in part at any time and from time to time, at our option,
at a redemption price equal to the greater of (i) 100% of the principal amount of the notes or debentures, as applicable, to be
redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes or
debentures, as applicable, to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury
Rate with respect to the notes or the debentures, as applicable, plus 20 basis points (in the case of the notes) or 25 basis points
(in the case of the debentures), plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the
date of redemption.
"Treasury Rate" means, with respect to the notes or the debentures, as applicable, on any redemption date, (i) the yield,
under the heading which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on

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actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant
Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or
after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on
the third Business Day preceding the redemption date.
"Business Day" means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on
which banking institutions and trust companies are open for business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term ("Remaining Life") of the notes or debentures, as applicable, to be
redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term of such notes or debentures, as applicable.
"Comparable Treasury Price" means the average of the Reference Treasury Dealer Quotations for such redemption
date.
"Independent Investment Banker" means Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC or J.P.
Morgan Securities Inc., or, if such firms are unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by us.
"Reference Treasury Dealer" means (i) Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities Inc., and their respective successors, provided, however, that if any of the foregoing is not at the time a
primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we shall substitute therefor
another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker
after consultation with us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
Notice of the redemption will be mailed to holders of either the notes or the debentures, as applicable, to be redeemed by
first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. If fewer than all of the notes or
the debentures are to be redeemed, the Trustee will select, not more than 60 days prior to the redemption date, the particular
securities or portions thereof for redemption from the outstanding securities not previously called by such method as the
Trustee deems fair and appropriate.
Change of Control Repurchase Event
If a change of control repurchase event occurs with respect to either or both the notes or debentures, unless we have
exercised our right to redeem the notes or debentures as described above, we will be required to make an offer to each holder
of either or both the notes or debentures, as the case may be, to repurchase all or any part (in integral multiples of $1,000) of
that holder's notes or debentures, as the case may be, at a repurchase price in cash equal to 101% of the aggregate principal
amount of such securities repurchased plus any accrued and unpaid

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interest on the securities repurchased to, but not including, the date of repurchase. Within 30 days following a change of
control repurchase event or, at our option, prior to a change of control, but after the public announcement of the change of
control, we will mail a notice to each holder, with a copy to the trustee, describing the transaction or transactions that
constitute or may constitute the change of control repurchase event and offering to repurchase securities on the payment date
specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is
mailed. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to purchase
is conditioned on a change of control repurchase event occurring on or prior to the payment date specified in the notice. We
will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the
repurchase of the securities as a result of a change of control repurchase event. To the extent that the provisions of any
securities laws or regulations conflict with the change of control repurchase event provisions of the securities, we will
comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the
change of control repurchase event provisions of the securities by virtue of such conflict.
On the repurchase date following a change of control repurchase event, we will, to the extent lawful:

(1) accept for payment all notes or portions of notes and all debentures or portions of debentures, as applicable,

properly tendered pursuant to our offer;

(2) deposit with the trustee an amount equal to the aggregate purchase price in respect of all notes or portions of notes

and all debentures or portions of debentures, as applicable, properly tendered; and

(3) deliver or cause to be delivered to the trustee the securities properly accepted, together with an officers' certificate

stating the aggregate principal amount of securities being purchased by us.
The trustee will promptly mail to each holder of securities properly tendered the purchase price for the securities, and
the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note or
debenture, as applicable, equal in principal amount to any unpurchased portion of any securities surrendered; provided that
each new note or debenture, as applicable, will be in a principal amount of an integral multiple of $1,000.
We will not be required to make an offer to repurchase the notes or debentures, as applicable, upon a change of control
repurchase event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by us and such third party purchases all notes or debentures, as applicable, properly tendered
and not withdrawn under its offer.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are
applicable:
"below investment grade ratings event" means, with respect to the notes or debentures, as the case may be, on any day
within the 60-day period (which period shall be extended so long as the rating of the notes or debentures, as the case may be,
is under publicly announced consideration for a possible downgrade by any of the rating agencies) after the earlier of (1) the
occurrence of a change of control; or (2) public notice of the occurrence of a change of control or the intention by Union
Pacific to effect a change of control, the notes or debentures, as the case may be, are rated below investment grade by each of
the rating agencies. Notwithstanding the foregoing, a below investment grade ratings event otherwise arising by virtue of a
particular reduction in rating shall not be deemed to have occurred in respect of a particular change of control (and thus shall
not be deemed a below investment grade ratings event for purposes of the definition of change of control repurchase event
hereunder) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or in respect of,

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the applicable change of control (whether or not the applicable change of control shall have occurred at the time of the ratings
event).
"change of control" means the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" or "group" (as those terms are used in Section 13(d)(3) of the
Exchange Act), other than Union Pacific or our subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of our voting stock or
other voting stock into which our voting stock is reclassified, consolidated, exchanged or changed measured by voting power
rather than number of shares.
"change of control repurchase event" means the occurrence of both a change of control and a below investment grade
ratings event with respect to the notes or debentures, as the case may be.
"investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories
of Moody's); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the
equivalent investment grade credit rating from any additional rating agency or rating agencies selected by us.
"Moody's" means Moody's Investors Service, Inc.
"rating agency" means (1) each of Moody's and S&P; and (2) if either of Moody's or S&P ceases to rate the securities
or fails to make a rating of the securities publicly available for reasons outside of our control, a "nationally recognized
statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by us (as
certified by a resolution of our board of directors) as a replacement agency for Moody's or S&P, or both of them, as the case
may be.
"S&P" means Standard & Poor's Ratings Services, a division of McGraw-Hill, Inc.
"voting stock" of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date
means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of
such person.
The change of control repurchase event feature of the notes and debentures may in certain circumstances make more
difficult or discourage a sale or takeover of Union Pacific and, thus, the removal of incumbent management. We could, in the
future, enter into certain transactions, including asset sales, acquisitions, refinancings or other recapitalizations, that would
not constitute a change of control repurchase event under the notes or debentures, but that could increase the amount of
indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings on the notes and debentures.
We may not have sufficient funds to repurchase all the notes or debentures upon a change of control repurchase event.
Sinking Fund
There is no provision for a sinking fund for the notes or the debentures.
Defeasance
Under certain circumstances, we will be deemed to have discharged the entire indebtedness on all of the outstanding
notes or debentures by defeasance. See "Description of Debt Securities--Defeasance of the Indentures and Debt Securities"
in the accompanying prospectus for a description of the terms of any such defeasance and the tax consequences thereof. The
provisions of Section 403 of the indenture relating to defeasance and discharge of indebtedness will apply to the notes and the
debentures.

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Book-Entry System
The notes and debentures will be issued in the form of one or more fully registered Global Securities that will be
deposited with, or on behalf of, The Depository Trust Company ("DTC" or the "Depository") and registered in the name of
the Depository's nominee.
Upon the issuance of a Global Security, the Depository will credit, on its book-entry registration and transfer system, the
principal amount of the notes and debentures represented by such Global Security to the accounts of institutions that have
accounts with the Depository or its nominee ("Participants"). The accounts to be credited will be designated by the
underwriters, dealers or agents. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of
that ownership will be effected only through, records maintained by the Depository (with respect to Participants' interests),
the Participants and others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial
relationship with Participants, either directly or indirectly ("indirect participants"). The laws of some states may require that
certain persons take physical delivery in definitive form of securities which they own. Consequently, such persons may be
prohibited from purchasing beneficial interests in a Global Security from any beneficial owner or otherwise.
So long as the Depository's nominee is the registered owner of a Global Security, such nominee for all purposes will be
considered the sole owner or holder of the notes or debentures represented by such Global Security for all purposes under the
indenture. Except as provided below, owners of beneficial interests in a Global Security will not be entitled to have any of the
notes or debentures, as the case may be, represented by such Global Security registered in their names, will not receive or be
entitled to receive physical delivery of the notes or debentures, as the case may be, in definitive form and will not be
considered the owners or holders thereof under the indenture. Accordingly, each person owning a beneficial interest in a
Global Security must rely on the procedures of the Depository and, if such person is not a Participant, on the procedures of
the Participant and, if applicable, the indirect participant, through which such person owns its interest, to exercise any rights
of a holder under the indenture. We understand that under existing practice, in the event that we request any action of the
holders or a beneficial owner desires to take any action a holder is entitled to take, the Depository would act upon the
instructions of, or authorize, the Participant to take such action.
We expect that the Depository or its nominee, upon receipt of any payment of principal or interest, will immediately
credit the accounts of the Participants with such payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the records of the Depository or such nominee.
If DTC is at any time unwilling, unable or ineligible to continue as depositary for a Global Security and a successor
depositary is not appointed by the Company within 90 days, we will issue certificated notes or debentures in definitive form
in exchange for such Global Security. In addition, we may at any time determine not to have the notes or debentures
represented by a Global Security, and, in such event, will issue (subject to the procedures of the depositary) certificated notes
or debentures in definitive form in exchange for such Global Security. In either instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery of certificated notes in definitive form equal in principal amount to such
beneficial interest in such Global Security and to have such certificated notes or debentures registered in its name.
Certificated notes or debentures so issued in definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons.
See "Description of Debt Securities" in the accompanying prospectus for additional information concerning the notes
and debentures, the indenture and the book-entry system.

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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement dated April 13, 2007, we have
agreed to sell to the underwriters named below, for whom Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC and J.P. Morgan Securities, Inc. are acting as representatives, the following respective principal amounts of the notes
and debentures:

Principal Amount
Principal Amount
Underwriter

of the Notes

of the Debentures
Citigroup Global Markets Inc.

$ 57,500,000
$ 57,500,000
Credit Suisse Securities (USA) LLC

57,500,000
57,500,000
J.P. Morgan Securities Inc.

57,500,000
57,500,000
Barclays Capital Inc.

18,750,000
18,750,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated

18,750,000
18,750,000
Banc of America Securities LLC

12,500,000
12,500,000
Lazard Capital Markets LLC

12,500,000
12,500,000
SunTrust Capital Markets Inc.

10,000,000
10,000,000
Wells Fargo Securities, LLC

5,000,000
5,000,000

Total

$ 250,000,000
$ 250,000,000

The underwriting agreement provides that the underwriters are obligated to purchase all of the notes and debentures if
any are purchased. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of
non-defaulting underwriters may be increased or the offering of the notes and debentures may be terminated.
The underwriters propose to offer the notes and debentures at the public offering price on the cover page of this
prospectus supplement and to selling group members at that price less a selling concession of 0.400% and 0.500% of the
principal amount per note and debenture, respectively. The underwriters and selling group members may allow a discount of
0.250% of the principal amount per note and debenture on sales to other broker/dealers. After the initial public offering the
representatives may change the public offering price and concession and discount to broker/dealers.
We estimate that our out of pocket expenses for this offering will be approximately $200,000.
Each of the notes and debentures are a new issue of securities with no established trading market. One or more of the
underwriters intend to make a secondary market for the notes and debentures. However, they are not obligated to do so and
may discontinue making a secondary market for the notes and debentures at any time without notice. No assurance can be
given as to how liquid the trading market for the notes and debentures will be.
We have agreed to indemnify the several underwriters against liabilities under the Securities Act, or contribute to
payments which the underwriters may be required to make in that respect.
In the ordinary course of business, certain of the underwriters and their respective affiliates have from time to time
performed and may in the future perform various financial advisory, commercial banking and investment banking services
for us and our subsidiaries, for which they received or will receive customary fees.
Lazard Capital Markets LLC ("Lazard Capital Markets") has entered into an agreement with Mitsubishi UFJ Securities
(USA), Inc. ("MUS(USA)") pursuant to which MUS(USA) provides certain advisory and/or other services to Lazard Capital
Markets, including in respect of this offering. In return for the provision of such services by MUS(USA) to Lazard Capital
Markets, Lazard Capital Markets will pay to MUS(USA) a mutually agreed upon fee.

S-7
http://www.sec.gov/Archives/edgar/data/100885/000119312507081684/d424b5.htm
4/19/2007