UNION PACIFIC CORPORATION
1400 Douglas Street
Omaha, Nebraska 68179

           September 1, 2016

To the beneficial owners, or duly authorized representatives acting on behalf of beneficial owners, of 4.850% Notes due 2044, 4.821% Notes due 2044, 4.750% Notes due 2043, 4.750% Notes due 2041, 5.780% Notes due 2040, 6.150% Debentures due 2037, 6.250% Debentures due 2034, 5.375% Debentures due 2033, 7.125% Debentures due 2028 and 6.625% Debentures due 2029 (collectively, the “Existing Notes”) issued by Union Pacific Corporation (the “Issuer”).

***

The Issuer is undertaking a transaction with respect to the Existing Notes and is asking beneficial owners, or duly authorized representatives acting on behalf of beneficial owners, of each series of Existing Notes to confirm that they are either (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) not a “U.S. person” as defined in Rule 902 under the Securities Act.

Each beneficial owner that satisfies the requirements of either (i) or (ii) is referred to herein as a “Qualified Owner.” The definitions of “qualified institutional buyer” and “U.S. person” are set forth in Annexes A and B hereto, respectively.

If you are a Qualified Owner, or a representative acting on behalf of such a Qualified Owner, please either (i) complete the enclosed Eligibility Letter and return it to D.F. King & Co., Inc. at the facsimile number set forth in the Eligibility Letter or (ii) complete the online form.

This letter neither is an offer with respect to the Existing Notes nor creates any obligations whatsoever on the part of the Issuer to make any offer or on the part of the recipient to participate if an offer is made.

IN ORDER TO RECEIVE A COPY OF THE OFFERING DOCUMENTS, QUALIFIED OWNERS OR THEIR REPRESENTATIVES MUST COMPLETE THE ELIGIBILITY LETTER, CERTIFYING THAT THEY ARE ELIGIBLE UNDER THE TERMS OF THE OFFER.

RESPONSES MUST BE RECEIVED NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 28, 2016.

COMPLETED FORMS MUST BE FAXED TO THE ATTENTION OF D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE OFFER, AT (212) 709 3328 OR MUST BE SUBMITTED ONLINE AT THE WEBSITE REFERENCED ABOVE. You may direct any questions about the eligibility process to Peter Aymar, telephone: (212) 232-3235 or email: unp@dfking.com.

Very truly yours,

UNION PACIFIC CORPORATION

I am a "Qualified Owner"

I am not a "Qualified Owner"

 


ANNEX A

“Qualified institutional buyer” means:

(1)       Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(A)      Any insurance company as defined in Section 2(a)(13) of the Securities Act;

(B)       Any investment company registered under the Investment Company Act of 1940 (as amended from time to time, the “Investment Company Act”) or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(C)       Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(D)      Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(E)       Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(F)       Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(D) or (E) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(G)      Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (as amended from time to time, the “Investment Advisers Act”);

(H)      Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(I)        Any investment adviser registered under the Investment Advisers Act.

(2)       Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

(3)       Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

(4)       Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.  “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(A)      Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(B)       Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);

(5)       Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and

(6)       Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

(1)       In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

(2)       The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published.  In the latter event, the securities may be valued at market for purposes of the foregoing definition.

(3)       In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

(4)       For purposes of the foregoing definition, “riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

“U.S. person” means:

(1)       Any natural person resident in the United States;

(2)       Any partnership or corporation organized or incorporated under the laws of the United States;

(3)       Any estate of which any executor or administrator is a U.S. person;

(4)       Any trust of which any trustee is a U.S. person;

(5)       Any agency or branch of a foreign entity located in the United States;

(6)        Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(7)       Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(8)       Any partnership or corporation if:

(a)        Organized or incorporated under the laws of any foreign jurisdiction; and

(b)       Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

(1)       Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(2)       Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b) The estate is governed by foreign law;

(3)       Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(4)       An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(5)       Any agency or branch of a U.S. person located outside the United States if:

(a)        The agency or branch operates for valid business reasons; and

(b)       The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(6)        The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

For purposes of this Annex B, “U.S. Person”, “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.