Notice of Exempt Solicitation Pursuant to Rule 14a-103

Name of Registrant: Union Pacific Corporation (UNP)
Name of person relying on exemption: John Chevedden, Union Pacific Shareholder
Address of persons relying on exemption: POB 2673, Redondo Beach, CA 90278

The attached written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. John Chevedden does not beneficially own more than $5 million of the class of subject securities, and this notice of exempt solicitation is therefore being provided on a voluntary basis.
 
This is not a solicitation of authority to vote your proxy.  Please DO NOT send me your proxy card; the shareholder is not able to vote your proxies, nor does this communication contemplate such an event.  

The shareholder asks all shareholders to vote by following the procedural instructions provided in the proxy materials. 

Vote for the Clawback Proposal 4 at Union Pacific
Executives need to be accountable when their negligence harms earnings.
 

A major thrust of Proposal 4 is to make Union Pacific executives accountable for negligence when clawing back their unearned executive pay that may be due from a future restatement of Union Pacific earnings.
 
Union Pacific was one of 6 companies that made formal claims to the Securities and Exchange Commission that Union Pacific had implemented this proposal, including the negligence part, by doing nothing. The SEC rejected each of these 6 claims.
 
The losing Union Pacific argument was even put forth by the $2 Billion law firm Gibson Dunn.
 
The other companies whose similar arguments were rejected are: 
Northrop Grumman Corporation (NOC)
Fiserv, Inc. (FI)
S&P Global Inc. (SPGI)
AES Corp (AES)
Timken Company (TKR)
 
The losing arguments of these 5 companies were put forth by various large law firms.
 
Vote for the Clawback Proposal 4 at Union Pacific and the clawback proposals at the other 5 companies.
Executives need to be accountable when their negligence harms earnings.