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Union Pacific Corporation Announces Expiration of Exchange Offer

Omaha, Neb., July 12, 2010 – Union Pacific Corporation (NYSE: UNP; and "Union Pacific" or the "Corporation") today announced the expiration of its offer to exchange its outstanding 7.875% Notes due 2019 (the "Existing Notes") for 5.78% Notes due 2040 (the "New Notes") and cash (the "Exchange Offer").  The Exchange Offer, which commenced on June 11, 2010, expired at 11:59 p.m., New York City time on July 9, 2010 (the "Expiration Date").  According to information provided by the exchange agent for the Exchange Offer, Union Pacific received valid tenders from holders of $375,900,000 aggregate principal amount of Existing Notes. 

On July 14, 2010, Union Pacific expects to deliver an aggregate principal amount of $375,900,000 of New Notes and will pay $95,775,561 cash consideration for the Existing Notes accepted for exchange, plus accrued and unpaid interest on such Existing Notes.

The Exchange Offer was conducted upon the terms and subject to the conditions set forth in the offering memorandum dated June 11, 2010, as supplemented, and the related letter of transmittal.  The Exchange Offer was only made to a holder of the Existing Notes who certified its status as (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933 (the "Securities Act"), or (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act.

The New Notes have not been registered under the Securities Act or any state securities laws.  Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This press release is not an offer to sell or a solicitation of an offer to buy any security.  The Exchange Offer is being made solely by the offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

Investor contact: Gary Grosz, 402-544-6175.

Media contact: Donna Kush, 402-544-3753.

This press release and related materials may contain statements about the Corporation's future that are not statements of historical fact.  These statements are, or will be, forward looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934.  Forward looking statements also generally include, without limitation, information or statements regarding: projections, predictions, expectations, estimates or forecasts as to the Corporation's and its subsidiaries' business, financial, and operational results, and future economic performance; and management's beliefs, expectations, goals, and objectives and other similar expressions concerning matters that are not historical facts.

Forward looking statements and information should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times that, or by which, such performance or results will be achieved.  Forward looking statements and information are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement.  Important factors, including risk factors, could affect the Corporation's and its subsidiaries' future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements and information.  Information regarding risk factors and other cautionary information are available in the Corporation's Annual Report on Form 10 K for 2009, which was filed with the SEC on February 5, 2010.  The Corporation updates information regarding risk factors if circumstances require such updates in its periodic reports on Form 10 Q and its subsequent Annual Reports on Form 10 K (or such other reports that may be filed with the SEC).

Forward looking statements and information speak only as of, and are based only upon information available on, the date of such statements or information.  The Corporation assumes no obligation to update forward looking statements or information to reflect actual results, changes in assumptions or changes in other factors affecting such forward looking statements or information.  If the Corporation does update any such forward looking statements or information, no inference should be drawn that the Corporation will make additional updates with respect thereto or with respect to other forward looking statements or information.

The statements and information contained in the news releases provided by Union Pacific speak only as of the date issued. Such information by its nature may become outdated, and investors should not assume that the statements and information contained in Union Pacific's news releases remain current after the date issued. Union Pacific makes no commitment, and disclaims any duty, to update any of this information.