SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KRULAK CHARLES C

(Last) (First) (Middle)
1400 DOUGLAS ST.

(Street)
OMAHA NE 68179

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UNION PACIFIC CORP [ UNP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock(1) $0 04/02/2007 A 113 (2) (2) Common Stock 113 $0 605 D
Explanation of Responses:
1. Distribution ratio for Phantom Stock Units is 1:1.
2. Phantom Stock Units are payable in cash only commencing at retirement.
By: Trevor L. Kingston, Attorney-in-Fact For: Charles C. Krulak 04/03/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
SECTION 16 OF THE
SECURITIES EXCHANGE ACT OF 1934

POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS THAT I, Charles C. Krulak,
a member of the Board of Directors of Union Pacific
Corporation,a Utah corporation (the "Company"),
do hereby appoint Thomas E. Whitaker, Michael M. Hemenway,
Trevor L. Kingston and Kari A. Peacock, and each of them
acting individually, as my true and lawful attorney-in-fact
and agent, each with power to act without the other, with full
power of substitution, to execute, deliver and file, for and
on my behalf, and in my name and in my capacity as a director
of Union Pacific Corporation, any and all Forms 4 or Forms 5
under Section 16 of the Securities Exchange Act of 1934 and
the rules and interpretations promulgated thereunder,
and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the ownership by
or attributable to me, directly or indirectly, of equity
securities of the Company, or derivative securities
relating thereto, hereby granting to such attorneys and
agents and each of them full power and authority to do and
perform each and every act and thing whatsoever as
such attorney or attorneys and agents may deem necessary or
advisable to carry out fully the intent of the foregoing
as I might or could do personally or in my capacity as a
director, hereby ratifying and confirming all acts and
things which such attorney or attorneys and agents may do
or cause to be done by virtue of this Power of Attorney.

IN WITNESS WHEREOF, I have executed this Power of
Attorney as of February 28, 2007.


/s/ Charles C. Krulak
__________________________________
Charles C. Krulak