Hemmer J Michael 4

4 · UNION PACIFIC CORP · Filed Feb 7, 2011

Form 4

Period: 2011-02-03

SVP LAW & GEN COUNSEL

Transactions

Tax Payment
Common Stock
2011-02-03$93.60/sh−3,653$341,921→ 97,029 total
Award
Common Stock
2011-02-03+3,953→ 97,374 total
Award
Common Stock
2011-02-03+15,816→ 113,190 total
Disposition to Issuer
Common Stock
2011-02-03−3,608→ 93,421 total
Award
Non-Qualified Stock Option (right to buy)
2011-02-03+26,016→ 26,016 total
Exercise: $93.60From: 2012-02-03Exp: 2021-02-03→ Common Stock (26,016 underlying)

Holdings

Footnotes (5)

[F1]Retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a four year vesting period from grant date.
[F2]Performance retention unit award with a distribution ratio of 1:1. This award is payable only in shares of common stock with a three year vesting period from the grant date. The amount of shares in column 4 is the maximum number of shares that the reporting person is eligible to receive. The actual number of shares paid out at vesting, if any, depends on applicable performance criteria being met.
[F3]Represents conversion of restricted stock units to fully vested stock units with a distribution ratio of 1:1 - Payable only in shares of common stock at termination of employment or a date certain.
[F4]The reporting person disclaims beneficial ownership of these securities.
[F5]This option becomes exercisable in three equal installments starting one year from the grant date.

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