UNION PACIFIC CORP - Director's Dealing 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNION PACIFIC CORP (UNP)
CIK: 0000100885
Period of Report: 2011-07-05

Reporting Person: FRITZ LANCE M (EVP OPS)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-05	Common Stock	M	8952	$48.49	Acquired	62165.916	Direct
2011-07-05	Common Stock	F	4065	$106.76	Disposed	58100.916	Direct
2011-07-05	Common Stock	F	1903	$106.76	Disposed	56197.916	Direct
2011-07-05	Common Stock	F	217	$106.76	Disposed	55980.916	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-05	Non-Qualified Stock Option (right to buy)	$48.49	M	8952	Disposed	2017-01-30	Common Stock (8952)	Direct

Security	Shares	Ownership
Common Stock	36518	Indirect

F1: Transfer of shares for additional tax withholding purposes.

F2: This option became exercisable in three equal installments starting one year from the grant date.