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UNION PACIFIC CORP Director's Dealing 2011

Mar 11, 2011

29834_dirs_2011-03-11_04537efc-6121-464f-88a9-b5a28fceda5a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNION PACIFIC CORP (UNP)
CIK: 0000100885
Period of Report: 2011-03-10

Reporting Person: Hemmer J Michael (SVP LAW & GEN COUNSEL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-10	Common Stock	G	524	—	Disposed	119322	Direct
2011-03-10	Common Stock	F	50.8404	$94.06	Disposed	32481.6001	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6.2288	Indirect

Footnotes

F1: The reporting person made a charitable contribution to a non-affiliated entity.

F2: Represents conversion of restricted stock to fully vested stock units with a distribution ratio of 1:1 - payable only in shares of common stock on a date certain. The shares disposed of, and reported in, column 4 represent shares withheld solely for tax purposes.

F3: The reporting person disclaims beneficial ownership of these securities.