1
 
                                                  REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
 
                           UNION PACIFIC CORPORATION
               (Exact name of issuer as specified in its charter)

                                                
                       UTAH                                            13-2626465
 (State or other jurisdiction of incorporation or         (I.R.S. Employer Identification No.)
                    organization)

                            EIGHTH AND EATON AVENUES
                         BETHLEHEM, PENNSYLVANIA 18018
                                 (610) 861-3200
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                             ---------------------
                               RICHARD J. RESSLER
                           ASSISTANT GENERAL COUNSEL
                           UNION PACIFIC CORPORATION
                            EIGHTH AND EATON AVENUES
                         BETHLEHEM, PENNSYLVANIA 18018
                                 (610) 861-3200
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ---------------------
                                   COPIES TO:
                             WILLIAM P. ROGERS, JR.
                            CRAVATH, SWAINE & MOORE
                                WORLDWIDE PLAZA
                               825 EIGHTH AVENUE
                            NEW YORK, NEW YORK 10019
                                 (212) 474-1000
                             ---------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
 
     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
 
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
                             ---------------------
                        CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
                                                              PROPOSED        PROPOSED
              TITLE OF EACH                   AMOUNT          MAXIMUM          MAXIMUM        AMOUNT OF
           CLASS OF SECURITIES                 TO BE       OFFERING PRICE     AGGREGATE      REGISTRATION
            TO BE REGISTERED               REGISTERED(1)      PER UNIT    OFFERING PRICE(2)       FEE
- -----------------------------------------------------------------------------------------------------------
                                                                               
Debt Securities(3).......................
Warrants to Purchase Debt Securities.....
Preferred Stock, no par value (4)........  $1,000,000,000       (2)        $1,000,000,000      $344,828
Warrants to Purchase Preferred Stock.....
Common Stock, par value $2.50 per share
  (5)....................................
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------

(1) In United States dollars or the equivalent thereof in foreign currency or
    currency units.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o). The aggregate public offering price of the Debt
    Securities, Warrants to purchase Debt Securities, Preferred Stock, and
    Warrants to purchase Preferred Stock registered hereby will not exceed
    $1,000,000,000. No separate consideration will be received for Common Stock,
    Preferred Stock or Debt Securities that are issued upon conversion or
    exchange of Preferred Stock or Debt Securities.
(3) Such indeterminate amount of Debt Securities as may from time to time may be
    issued at indeterminate prices or issuable upon conversion or exchange of
    Debt Securities or Preferred Stock, to the extent such Debt Securities or
    Preferred Stock are, by their terms, convertible into or exchangeable for
    Debt Securities, or upon the exercise of Warrants to purchase Debt
    Securities.
(4) Such indeterminate number of shares of Preferred Stock as may from time to
    time be issued at indeterminate prices or issuable upon conversion or
    exchange of Debt Securities, to the extent such Debt Securities are, by
    their terms, convertible into or exchangeable for shares of Preferred Stock,
    or upon the exercise of Warrants to purchase Preferred Stock.
(5) Such indeterminate number of shares of Common Stock as may from time to time
    be issuable upon conversion or exchange of Debt Securities or shares of
    Preferred Stock, to the extent any of such Debt Securities or Preferred
    Stock are, by their terms, convertible into or exchangeable for shares of
    Common Stock.
                             ---------------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   2
 
***************************************************************************
*                                                                         *
*  Information contained herein is subject to completion or amendment. A  *
*  registration statement relating to these securities has been filed     *
*  with the Securities and Exchange Commission. These securities may not  *
*  be sold nor may offers to buy be accepted prior to the time the        *
*  registration statement becomes effective. This prospectus shall not    *
*  constitute an offer to sell or the solicitation of an offer to buy     *
*  nor shall there be any sale of these securities in any State in which  *
*  such offer, solicitation or sale would be unlawful prior to            *
*  registration or qualification under the securities laws of any such    *
*  State.                                                                 *
*                                                                         *
***************************************************************************

                    SUBJECT TO COMPLETION, MARCH 11, 1994

                     (Logo of Union Pacific Corporation)
 
                                 $1,000,000,000
 
                                DEBT SECURITIES
                                PREFERRED STOCK
                                  COMMON STOCK
                              SECURITIES WARRANTS
                             ---------------------
 
     Union Pacific Corporation (the "Company") may issue from time to time,
together or separately (i) its debt securities (the "Debt Securities"), which
may be convertible into or exchangeable for shares of common stock, par value
$2.50, of the Company (the "Common Stock"), shares of preferred stock, no par
value, of the Company (the "Preferred Stock"), or other Debt Securities; (ii)
warrants to purchase Debt Securities (the "Debt Warrants"); (iii) Preferred
Stock, which may be convertible into or exchangeable for Debt Securities or
shares of Common Stock; (iv) warrants to purchase shares of Preferred Stock (the
"Preferred Stock Warrants") and (v) Common Stock issuable upon the conversion or
exchange of Debt Securities or Preferred Stock offered hereunder, to the extent
such Debt Securities or Preferred Stock are, by their terms, convertible into or
exchangeable for shares of Common Stock, in amounts, at prices and on terms to
be determined by market conditions at the time of offering. The Debt Warrants
and Preferred Stock Warrants are collectively referred to herein as the
"Securities Warrants" and the Debt Securities, Preferred Stock, Common Stock and
Securities Warrants are collectively referred to herein as the "Offered
Securities".
 
     The Offered Securities may be issued in one or more series or issuances and
will be limited to $1,000,000,000 in aggregate public offering price (or its
equivalent, based on the applicable exchange rate, to the extent Debt Securities
are issued for one or more foreign currencies or currency units). The Offered
Securities may be sold for U.S. dollars, or any foreign currency or currencies
or currency units, and the principal of, any premium on, and any interest on,
the Debt Securities may be payable in U.S. dollars, or any foreign currency or
currencies or currency units.
 
     The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement (the "Prospectus Supplement"), including, where applicable, (i) in
the case of Debt Securities, the specific designation, aggregate principal
amount, authorized denomination, initial offering price, maturity, premium (if
any), interest rate (which may be fixed or floating), time of and method of
calculating the payment of interest, if any, the currency in which principal,
premium, if any, and interest, if any, are payable, any redemption or sinking
fund terms, any terms for the conversion into or exchange for shares of Common
Stock or Preferred Stock or Debt Securities, and other specific terms; (ii) in
the case of Preferred Stock, the specific designation, any dividend,
liquidation, redemption, sinking fund, voting or other rights, time of payment
of dividends, any terms for the conversion into or exchange for shares of Common
Stock or Debt Securities, the initial offering price and other specific terms;
and (iii) in the case of Securities Warrants, the duration, initial offering
price, exercise price and detachability thereof. The Prospectus Supplement will
also contain information, where applicable, about certain United States Federal
income tax considerations relating to, and any listing on a securities exchange
of, the Offered Securities covered by the Prospectus Supplement.
                             ---------------------
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
      EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                    THIS PROSPECTUS. ANY REPRESENTATION TO
                     THE CONTRARY IS A CRIMINAL OFFENSE.
                             ---------------------
 
     The Offered Securities will be sold directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of such
methods. If any agents of the Company or any dealers or underwriters are
involved in the sale of the Offered Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers or underwriters
and any applicable agent's commission, dealer's purchase price or underwriter's
discount will be set forth in or may be calculated from the Prospectus
Supplement. The net proceeds to the Company from such sale will be the purchase
price less such commission in the case of an agent, the purchase price in the
case of a dealer, or the public offering price less such discount in the case of
an underwriter and less, in each case, other attributable issuance expenses. See
"Plan of Distribution".
 
                THE DATE OF THIS PROSPECTUS IS           , 1994.
   3
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission") relating to its business, financial position,
results of operations and other matters. Such reports and other information can
be inspected and copied at the Public Reference Section maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at certain of its Regional Offices, located at Northwest Atrium Center
(Suite 1400), 500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission at
prescribed rates. Such material can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
 
     The Company has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is made to the Registration Statement
and to the exhibits relating thereto for further information with respect to the
Company and the securities offered hereby.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The Company hereby incorporates by reference herein its Annual Report on
Form 10-K for the fiscal year ended December 31, 1992, as amended by Amendment
No. 1 thereto, dated June 22, 1993, its Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1993, its Current Reports on
Form 8-K dated January 21, January 25 and March 16, 1993 and January 20, and
March 9, 1994, all of which have been previously filed with the commission under
File No. 1-6075, and the description of capital stock (including Common Stock)
of the Company that is contained in the Prospectus, dated January 29, 1988,
forming part of the Company's Registration Statement on Form S-3 (File No.
33-19866).
 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering of the Offered Securities offered hereby shall be
deemed incorporated herein by reference, and such documents shall be deemed to
be a part hereof from the date of filing such documents. Any statement contained
herein, in a document incorporated or deemed to be incorporated by reference
herein, or in the accompanying Prospectus Supplement, shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein or in the accompanying Prospectus
Supplement modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
 
     The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the above documents incorporated or deemed to be
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests should be directed to:
Union Pacific Corporation, Eighth and Eaton Avenues, Bethlehem, Pennsylvania
18018, Attention: Secretary (telephone 610-861-3200).
 
                                        2
   4
 
                                  THE COMPANY
 
     The Company operates, through subsidiaries, in the areas of rail
transportation (Union Pacific Railroad Company and Missouri Pacific Railroad
Company (collectively, the "Railroad")), oil, gas and mining (Union Pacific
Resources Company ("Resources")), trucking (Overnite Transportation Company
("Overnite")), and waste management (USPCI, Inc. ("USPCI")). Each of these
subsidiaries is indirectly wholly-owned by the Company. Substantially all of the
Company's operations are in the United States.
 
     The Railroad is the third largest railroad in the United States, with
nearly 18,000 route miles linking West Coast and Gulf Coast ports with the
Midwest. The Railroad maintains coordinated schedules with other carriers for
the handling of freight to and from the Atlantic seaboard, the Pacific Coast,
the Southeast, the Southwest, Canada and Mexico. Export and import traffic is
moved through Gulf Coast and Pacific Coast ports and across the Texas-Mexico
border. Major categories of freight hauled by the Railroad are automotive,
chemicals, energy (coal), food/consumer/government, grains and grain products,
intermodal and metals/minerals/forest.
 
     Resources is an independent oil and gas company engaged in exploration for
and production of natural gas, crude oil and associated products. Substantially
all of its exploration and production programs are concentrated in the Austin
Chalk trend and Carthage area in eastern Texas and Louisiana, the Union Pacific
Land Grant in Colorado, Wyoming and Utah, the Gulf of Mexico and Canada.
Resources is also responsible for developing the Company's reserves of coal and
trona which are located primarily in the Rocky Mountain region.
 
     Overnite, a major interstate trucking company, serves all 50 states and
portions of Canada through 166 service centers and through agency partnerships
with several small, high-quality carriers serving areas not directly covered by
Overnite. As one of the largest trucking companies in the United States,
Overnite specializes in less-than-truckload shipments and transports a variety
of products, including machinery, textiles, plastics, electronics and paper
products.
 
     USPCI provides comprehensive waste management services (analysis,
treatment, recovery, recycling, disposal, remediation and transportation) to
industry and government.
 
     The Company's executive offices are located at Eighth and Eaton Avenues,
Bethlehem, Pennsylvania 18018, and its telephone number is (610) 861-3200.
 
RATIO OF EARNINGS TO FIXED CHARGES

          YEAR ENDED DECEMBER 31,
- --------------------------------------------
1989     1990     1991(a)     1992     1993
- -----    -----    --------    -----    -----
                           
 3.2      3.2       1.2        3.6      3.9

- ---------------
 
(a) In the third quarter of 1991, the Company announced a major restructuring
    program, including an $870 million ($575 million after-tax) special charge.
    Excluding the special charge, the Company's ratio of earnings to fixed
    charges for the year ended December 31, 1991 would have been 3.2.
 
     The ratio of earnings to fixed charges has been computed on a total
enterprise basis. Earnings represent income before the cumulative effect of
accounting changes less equity in undistributed earnings of unconsolidated
affiliates, plus income taxes and fixed charges. Fixed charges represent
interest, amortization of debt discount and expense, and the estimated interest
portion of rental charges.
 
                                        3
   5
 
                                USE OF PROCEEDS
 
     Unless otherwise specified in the Prospectus Supplement, the net proceeds
from the sale of the Offered Securities offered hereby will be used for general
corporate purposes, including repayment of borrowings, working capital, capital
expenditures, stock repurchase programs and acquisitions. Additional information
on the use of net proceeds from the sale of the Offered Securities offered
hereby is set forth in the Prospectus Supplement relating to such Offered
Securities.
 
                         DESCRIPTION OF DEBT SECURITIES
 
     The following description of the terms of the Debt Securities summarizes
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
and the extent, if any, to which such general provisions may apply to any series
of Debt Securities will be described in the Prospectus Supplement relating to
such series.
 
     The Debt Securities are to be issued under an Indenture, dated as of March
1, 1994 (the "Indenture"), between the Company and Citibank, N.A., as trustee
(the "Trustee"). The following statements are subject to the detailed provisions
of the Indenture, a copy of which is filed as an exhibit to the Registration
Statement. Wherever any particular provisions of the Indenture or terms defined
therein are referred to, such provisions and terms are incorporated by reference
as a part of the statements made herein and such statements are qualified in
their entirety by such references. References to particular sections of the
Indenture are noted below. Defined terms used herein but not defined herein
shall have the meanings ascribed to them in the Indenture.
 
GENERAL
 
     The Debt Securities will be unsecured and will rank equally and ratably
with other unsecured and unsubordinated debt of the Company, unless the Company
shall be required to secure the Debt Securities as described below under
"Covenants--Limitation on Liens." The Indenture does not limit the amount of
Debt Securities that can be issued thereunder. (Section 301) Debt Securities
will be issued from time to time and offered on terms determined by market
conditions at the time of sale.
 
     The Debt Securities may be issued in one or more series with the same or
various maturities at par, at a premium or at a discount. Any Debt Securities
bearing no interest or interest at a rate which at the time of issuance is below
market rates will be sold at a discount (which may be substantial) from their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such substantially discounted Debt Securities
will be described in the Prospectus Supplement relating thereto.
 
     Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities offered hereby: (i) the designation, aggregate principal
amount and authorized denominations of such Debt Securities; (ii) the percentage
of their principal amount at which such Debt Securities will be issued; (iii)
the date or dates on which the Debt Securities will mature; (iv) the rate or
rates (which may be fixed or floating) per annum at which the Debt Securities
will bear interest, if any, or the method of determining such rate or rates; (v)
the date or dates on which any such interest will be payable, the date or dates
on which payment of any such interest will commence and the Regular Record Dates
for such Interest Payment Dates; (vi) the terms of any mandatory or optional
redemption (including any provisions for any sinking, purchase or other
analogous fund) or repayment option; (vii) the currency, currencies or currency
units for which the Debt Securities may be purchased and the currency,
currencies or currency units in which the principal thereof, any premium thereon
and any interest thereon may be payable; (viii) if the currency, currencies or
currency units for which the Debt Securities may be purchased or in which the
principal thereof, any premium thereon and any interest thereon may be payable
is at the election of the Company or the purchaser, the manner in which such
election may be made; (ix) if the amount of payments on the Debt Securities is
determined with reference to an index based on one or more currencies or
currency units, changes in the price of one or more securities or changes in the
price of one or more commodities, the manner in which such amounts may be
determined;(x) the extent to which any of the Debt Securities will be issuable
in temporary or permanent
 
                                        4
   6
 
global form, or the manner in which any interest payable on a temporary or
permanent Global Security will be paid; (xi) the terms and conditions upon which
conversion or exchange of the Debt Securities into or for Common Stock,
Preferred Stock or other Debt Securities will be effected, including the
conversion price or exchange ratio, the conversion or exchange period and any
other conversion or exchange provisions; (xii) information with respect to
book-entry procedures, if any; (xiii) a discussion of certain Federal income
tax, accounting and other special considerations, procedures and limitations
with respect to the Debt Securities; and (xiv) any other specific terms of the
Debt Securities not inconsistent with the Indenture.
 
     If any of the Debt Securities are sold for one or more foreign currencies
or foreign currency units or if the principal of, premium, if any, or any
interest on any series of Debt Securities is payable in one or more foreign
currencies or foreign currency units, the restrictions, elections, Federal
income tax consequences, specific terms and other information with respect to
such issue of Debt Securities and such currencies or currency units will be set
forth in the Prospectus Supplement relating thereto.
 
     Unless otherwise specified in the Prospectus Supplement, the principal of,
any premium on, and any interest on the Debt Securities will be payable, and the
Debt Securities will be transferable, at the Corporate Trust Office of the
Trustee in New York, New York, provided that payment of interest, if any, may be
made at the option of the Company by check mailed on or before the payment date,
first class mail, to the address of the person entitled thereto as it appears on
the registry books of the Company or its agent.
 
     Unless otherwise specified in the Prospectus Supplement, the Debt
Securities will be issued only in fully registered form and in denominations of
$1,000 and any integral multiple thereof. (Sections 301 and 302) No service
charge will be made for any transfer or exchange of any Debt Securities, but the
Company may, except in certain specified cases not involving any transfer,
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 305)
 
GLOBAL SECURITIES
 
     The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be issued only in fully
registered form and in either temporary or permanent form. Unless and until it
is exchanged in whole or in part for the individual Debt Securities represented
thereby, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by the Depositary or any nominee of such Depositary to a successor
Depositary or any nominee of such successor.
 
     The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will
generally apply to depositary arrangements.
 
     Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book entry registration and transfer
system, the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary. Such accounts shall be designated by the dealers,
underwriters or agents with respect to such Debt Securities or by the Company if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in a Global Security will be limited to persons that have
accounts with the applicable Depositary ("participants") or persons that may
hold interests through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants). The
laws of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
 
                                        5
   7
 
     So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a Global
Security will not be entitled to have any of the individual Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any such Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture governing such Debt Securities.
 
     Payments of principal of, any premium on, and any interest on, individual
Debt Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Security representing such
Debt Securities. Neither the Company, the Trustee for such Debt Securities, any
Paying Agent, nor the Security Registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Global
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
 
     The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security for such Debt Securities as shown on the records of such
Depositary or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name". Such payments will be
the responsibility of such participants.
 
     If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series in exchange for the Global Security representing such
series of Debt Securities. In addition, the Company may at any time and in its
sole discretion, subject to any limitations described in the Prospectus
Supplement relating to such Debt Securities, determine not to have any Debt
Securities of a series represented by one or more Global Securities and, in such
event, will issue individual Debt Securities of such series in exchange for the
Global Security or Securities representing such series of Debt Securities.
Further, if the Company so specifies with respect to the Debt Securities of a
series, an owner of a beneficial interest in a Global Security representing Debt
Securities of such series may, on terms acceptable to the Company, the Trustee
and the Depositary for such Global Security, receive individual Debt Securities
of such series in exchange for such beneficial interests, subject to any
limitations described in the Prospectus Supplement relating to such Debt
Securities. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery of individual Debt Securities of
the series represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its name.
Individual Debt Securities of such series so issued will be issued in
denominations, unless otherwise specified by the Company, of $1,000 and integral
multiples thereof.
 
CERTAIN DEFINITIONS
 
     Certain terms defined in Section 101 of the Indenture are summarized below.
 
     "Debt" means indebtedness for money borrowed.
 
     "Domestic Subsidiary" means a Subsidiary incorporated or conducting its
principal operations within the United States or any State thereof or off the
coast of the United States within an area over which the United States or any
State thereof has jurisdiction.
 
     "Mortgage" means any mortgage, pledge, lien, encumbrance, charge or
security interest of any kind.
 
     "Principal Property" means (i) any property owned or leased by the Company
or any Subsidiary, or any interest of the Company or any Subsidiary in property,
located within the United States (including offshore
 
                                        6
   8
 
property leased from any governmental body), which is considered by the Company
to be capable of producing oil or gas or minerals in commercial quantities and
(ii) any refinery, smelter or processing or manufacturing plant owned or leased
by the Company or any Subsidiary and located within the United States, except
(A) facilities related thereto employed in transportation, distribution or
marketing or (B) any such plant or portion thereof which in the opinion of the
Company's Board of Directors is not a principal plant in relation to the
activities of the Company and its Restricted Subsidiaries as a whole.
 
     "Restricted Subsidiary" means any Subsidiary which owns or leases (as
lessor or lessee) a Principal Property, but such term does not include Union
Pacific Railroad Company or any other Subsidiary which is principally a common
carrier by rail or truck or any Subsidiary the principal business of which is
leasing machinery, equipment, vehicles or other properties none of which is a
Principal Property, or financing accounts receivable, or engaging in ownership
and development of any real property which is not a Principal Property.
 
     "Subsidiary", when used with respect to the Company, means any corporation
of which a majority of the outstanding voting stock is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or both.
 
COVENANTS
 
     The Indenture contains the covenants summarized below, which will be
applicable (unless waived or amended) so long as any of the Debt Securities are
outstanding, unless stated otherwise in the Prospectus Supplement.
 
     Limitation on Liens.  (a) The Company will not, nor will it permit any
Subsidiary to, create, assume, incur or suffer to exist any Mortgage upon any
stock or indebtedness of any Domestic Subsidiary, whether owned on the date of
the Indenture or thereafter acquired, to secure any Debt of the Company or any
other person (other than the Debt Securities), without in any such case making
effective provision whereby all the outstanding Debt Securities shall be
directly secured equally and ratably with such Debt. There will be excluded from
this restriction any Mortgage upon stock or indebtedness of a corporation
existing at the time such corporation becomes a Domestic Subsidiary or at the
time stock or indebtedness of a Domestic Subsidiary is acquired and any
extension, renewal or replacement of any such Mortgage.
 
     (b) The Company will not, nor will it permit any Restricted Subsidiary to,
create, assume, incur or suffer to exist any Mortgage upon any Principal
Property, whether owned or leased on the date of the Indenture, or thereafter
acquired, to secure any Debt of the Company or any other person (other than the
Debt Securities), without in any such case making effective provision whereby
all the outstanding Debt Securities shall be directly secured equally and
ratably with such Debt.
 
     There will be excluded from the restriction referred to in the next
preceding paragraph (i) any Mortgage upon property owned or leased by a
corporation existing at the time such corporation becomes a Restricted
Subsidiary, (ii) any Mortgage upon property existing at the time of the
acquisition thereof or to secure payment of any part of the purchase price
thereof or any Debt incurred to finance the purchase thereof, (iii) any Mortgage
upon property to secure any part of the cost of exploration, drilling,
development, construction, alteration, repair or improvement of such property,
or Debt incurred to finance such cost, (iv) any Mortgage securing Debt of a
Restricted Subsidiary owing to the Company or to another Restricted Subsidiary,
(v) any Mortgage existing on the date of the Indenture, and (vi) any extension,
renewal or replacement, in whole or in part, of any Mortgage referred to in the
foregoing clauses (i) through (v); provided however, that the principal amount
of Debt secured thereby shall not exceed the principal amount of Debt so secured
at the time of such extension, renewal or replacement; and provided further,
that such Mortgage shall be limited to all or such part of the property which
secured the Mortgage so extended, renewed or replaced. Notwithstanding the
foregoing, the Company may, and may permit any Restricted Subsidiary to, create,
assume, incur or suffer to exist any Mortgage upon any Principal Property which
is not excepted by clauses (i) through (vi) above without equally and ratably
securing the Debt Securities, provided that the aggregate amount of all Debt
then outstanding secured by such Mortgage and all similar Mortgages does not
exceed 10% of the total consolidated
 
                                        7
   9
 
stockholders' equity (including preferred stock) of the Company as shown on the
audited consolidated balance sheet contained in the latest annual report to
stockholders of the Company.
 
     For the purpose of the restriction referred to in the second preceding
paragraph, no Mortgage to secure any Debt will be deemed created by (i) the sale
or other transfer of (A) any oil or gas or minerals in place for a period of
time until, or in an amount such that, the purchaser will realize therefrom a
specified amount of money (however determined) or a specified amount of such oil
or gas or minerals, or (B) any other interest commonly referred to as a
"production payment", and (ii) any Mortgage in favor of the United States (or
any State thereof), or any other country, or any political subdivision of any of
the foregoing, to secure partial, progress, advance or other payments pursuant
to any contract or statute, or any Mortgage upon property intended to be used
primarily for the purpose of or in connection with air or water pollution
control. (Section 1006)
 
     Limitation on Transfers of Principal Properties to Unrestricted
Subsidiaries.  The Company will not, nor will it permit any Restricted
Subsidiary to, sell, transfer or otherwise dispose of any Principal Property to
any Subsidiary which is not a Restricted Subsidiary other than for cash or other
consideration which, in the opinion of the Company's Board of Directors,
constitutes fair value for such Principal Property. (Section 1007)
 
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
 
     The Indenture provides that the Company may not consolidate with or merge
into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any person, unless (i) the successor corporation
shall be a corporation organized and existing under the laws of the United
States or any State thereof or the District of Columbia, and shall expressly
assume by a supplemental indenture the due and punctual payment of the principal
of, any premium on, and any interest on, all the outstanding Debt Securities and
the performance of every covenant in the Indenture on the part of the Company to
be performed or observed; (ii) immediately after giving effect to such
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be
continuing; and (iii) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance or transfer and such supplemental indenture
comply with the foregoing provisions relating to such transaction. (Section 801)
In case of any such consolidation, merger, conveyance or transfer, such
successor corporation will succeed to and be substituted for the Company as
obligor on the Debt Securities, with the same effect as if it had been named in
the Indenture as the Company. (Section 802) Other than the restrictions on
Mortgages described above, the Indenture and the Debt Securities do not contain
any covenants or other provisions designed to protect holders of Debt Securities
in the event of a highly leveraged transaction involving the Company or any
Subsidiary.
 
EVENTS OF DEFAULT; WAIVER AND NOTICE THEREOF; DEBT SECURITIES IN FOREIGN
CURRENCIES
 
     As to any series of Debt Securities, an Event of Default is defined in the
Indenture as (a) default for 30 days in payment of any interest on the Debt
Securities of such series; (b) default in payment of principal of or any premium
on the Debt Securities of such series at maturity; (c) default in payment of any
sinking or purchase fund or analogous obligation, if any, on the Debt Securities
of such series; (d) default by the Company in the performance of any other
covenant or warranty contained in the Indenture for the benefit of such series
which shall not have been remedied for a period of 90 days after notice is given
as specified in the Indenture; and (e) certain events of bankruptcy, insolvency
and reorganization of the Company. (Section 501)
 
     A default under other indebtedness of the Company will not be a default
under the Indenture and a default under one series of Debt Securities will not
necessarily be a default under another series.
 
     The Indenture provides that (i) if an Event of Default described in clause
(a), (b), (c) or (d) above (if the Event of Default under clause (d) is with
respect to less than all series of Debt Securities then outstanding) shall have
occurred and be continuing with respect to any series, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series then outstanding
 
                                        8
   10
 
(each such series acting as a separate class) may declare the principal (or, in
the case of Original Issue Discount Securities, the portion thereof specified in
the terms thereof) of all outstanding Debt Securities of such series and the
interest accrued thereon, if any, to be due and payable immediately and (ii) if
an Event of Default described in clause (d) or (e) above (if the Event of
Default under clause (d) is with respect to all series of Debt Securities then
outstanding) shall have occurred and be continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of all Debt Securities
then outstanding (treated as one class) may declare the principal (or, in the
case of Original Issue Discount Securities, the portion thereof specified in the
terms thereof) of all Debt Securities then outstanding and the interest accrued
thereon, if any, to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults (except for defaults in the
payment of principal of, any premium on, or any interest on, such Debt
Securities and in compliance with certain covenants) may be waived by the
holders of a majority in aggregate principal amount of the Debt Securities of
such series then outstanding. (Sections 502 and 513)
 
     Under the Indenture the Trustee must give to the holders of each series of
Debt Securities notice of all uncured defaults known to it with respect to such
series within 90 days after such a default occurs (the term default to include
the events specified above without notice or grace periods); provided that,
except in the case of default in the payment of principal of, any premium on, or
any interest on, any of the Debt Securities, or default in the payment of any
sinking or purchase fund installment or analogous obligations, the Trustee shall
be protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of the Debt
Securities of such series. (Section 602)
 
     No holder of any Debt Securities of any series may institute any action
under the Indenture unless (a) such holder shall have given the Trustee written
notice of a continuing Event of Default with respect to such series, (b) the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series then outstanding shall have requested the Trustee to
institute proceedings in respect of such Event of Default, (c) such holder or
holders shall have offered the Trustee such reasonable indemnity as the Trustee
may require, (d) the Trustee shall have failed to institute an action for 60
days thereafter and (e) no inconsistent direction shall have been given to the
Trustee during such 60-day period by the holders of a majority in aggregate
principal amount of Debt Securities of such series. (Section 507)
 
     The holders of a majority in aggregate principal amount of the Debt
Securities of any series affected and then outstanding will have the right,
subject to certain limitations, to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to such series of Debt
Securities. (Section 512) The Indenture provides that, in case an Event of
Default shall occur and be continuing, the Trustee, in exercising its rights and
powers under the Indenture, will be required to use the degree of care of a
prudent man in the conduct of his own affairs. (Section 601) The Indenture
further provides that the Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties under the Indenture unless it has reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is reasonably assured to it. (Section 601)
 
     The Company must furnish to the Trustee within 120 days after the end of
each fiscal year a statement signed by one of certain officers of the Company to
the effect that a review of the activities of the Company during such year and
of its performance under the Indenture and the terms of the Debt Securities has
been made, and, to the best of the knowledge of the signatories based on such
review, the Company has complied with all conditions and convenants of the
Indenture or, if the Company is in default, specifying such default. (Section
1004)
 
     If any Debt Securities are denominated in a coin or currency other than
that of the United States, then for the purposes of determining whether the
holders of the requisite principal amount of Debt Securities have taken any
action as herein described, the principal amount of such Debt Securities shall
be deemed to be that amount of United States dollars that could be obtained for
such principal amount on the basis of the spot rate of exchange into United
States dollars for the currency in which such Debt Securities are denominated
(as evidenced to the Trustee by an Officers' Certificate) as of the date the
taking of such action by the holders of such requisite principal amount is
evidenced to the Trustee as provided in the Indenture. (Section 104)
 
                                        9
   11
 
     If any Debt Securities are Original Issue Discount Securities, then for the
purposes of determining whether the holders of the requisite principal amount of
Debt Securities have taken any action herein described, the principal amount of
such Debt Securities shall be deemed to be the portion of such principal amount
that would be due and payable at the time of the taking of such action upon a
declaration of acceleration of maturity thereof. (Section 101)
 
MODIFICATION OF THE INDENTURE
 
     With certain exceptions, the Indenture or the rights of the holders of the
Debt Securities may be modified by the Company and the Trustee with the consent
of the holders of a majority in aggregate principal amount of the Debt
Securities of each series affected by such modification then outstanding, but no
such modification may be made without the consent of the holder of each
outstanding Debt Security affected thereby which would (i) change the maturity
of any payment of principal of, or any premium on, or any installment of
interest on any Debt Security, or reduce the principal amount thereof or the
interest or any premium thereon, or change the method of computing the amount of
principal thereof or interest thereon on any date or change any place of payment
where, or the coin or currency in which, any Debt Security or any premium or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the maturity thereof (or, in the
case of redemption or repayment, on or after the redemption date or the
repayment date, as the case may be), or (ii) reduce the percentage in principal
amount of the outstanding Debt Securities of any series, the consent of whose
holders is required for any such modification, or the consent of whose holders
is required for any waiver of compliance with certain provisions of the
Indenture or certain defaults thereunder and their consequences provided for in
the Indenture, or (iii) modify any of the provisions of certain Sections of the
Indenture, including the provisions summarized in this paragraph, except to
increase any such percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the holder of each
outstanding Debt Security affected thereby. (Section 902)
 
DEFEASANCE OF THE INDENTURE AND DEBT SECURITIES
 
     If the terms of any series of Debt Securities so provide, the Company will
be deemed to have paid and discharged the entire indebtedness on all the
outstanding Debt Securities of such series by (a) depositing with the Trustee
(i) as trust funds in trust an amount sufficient to pay and discharge the entire
indebtedness on all Debt Securities of such series for principal, premium and
interest or (ii) as obligations in trust such amount of direct obligations of,
or obligations the principal of and interest on which are fully guaranteed by,
the government which issued the currency in which the Debt Securities are
denominated as will, together with the income to accrue thereon without
consideration of any reinvestment thereof, be sufficient to pay and discharge
the entire indebtedness on all such Debt Securities for principal, premium and
interest and (b) satisfying certain other conditions precedent specified in the
Indenture. (Section 403) In the event of any such defeasance, holders of such
Debt Securities would be able to look only to such trust fund for payment of
principal of, any premium on, and any interest on their Debt Securities.
 
     Such defeasance is likely to be treated as a taxable exchange by holders of
the relevant Debt Securities for an issue consisting of either obligations of
the trust or a direct interest in the cash and securities held in the trust,
with the result that such holders would be required for tax purposes to
recognize gain or loss as if such obligations or the cash or securities
deposited, as the case may be, had actually been received by them in exchange
for their Debt Securities. In addition, if the holders are treated as the owners
of their proportionate share of the cash or securities held in trust, such
holders would then be required to include in their income for tax purposes any
income, gain or loss attributable thereto even though no cash was actually
received. Thus, such holders might be required to recognize income for tax
purposes in different amounts and at different times than would be recognized in
the absence of defeasance. Prospective investors are urged to consult their own
tax advisors as to the specific consequences of defeasance.
 
CONCERNING THE TRUSTEE
 
     The Trustee conducts normal banking relationships with the Company and
certain of its subsidiaries and, in addition, is a participant in various
financial agreements of the Company. The Trustee acts as (a) trustee
 
                                       10
   12
 
under certain equipment trust agreements of the Company's railroad subsidiaries,
(b) master trustee under the Company's employee benefit plans and (c) trustee
under various indentures in respect of certain securities of the Company and its
subsidiaries.
 
                         DESCRIPTION OF PREFERRED STOCK
 
     The following is a description of certain general terms and provisions of
the Preferred Stock. The particular terms of any series of Preferred Stock will
be described in the applicable Prospectus Supplement. If so indicated in a
Prospectus Supplement, the terms of any such series may differ from the terms
set forth below.
 
     The summary of terms of the Company's Preferred Stock contained in this
Prospectus does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Company's Revised Articles of
Incorporation, and the certificate of amendment relating to each series of the
Preferred Stock (the "Certificate of Amendment") which will be filed as an
exhibit to or incorporated by reference in the Registration Statement of which
this Prospectus is a part at or prior to the time of issuance of such series of
the Preferred Stock.
 
     The Company's Revised Articles of Incorporation authorize the issuance of
20,000,000 shares of Preferred Stock, without par value. No shares of Preferred
Stock are currently outstanding, and no shares are reserved for issuance. The
Company's Board of Directors is authorized to issue Preferred Stock in one or
more series from time to time, with such designations, preferences and relative
participating, optional or other special rights and qualifications, limitations
and restrictions thereof, as may be provided in resolutions adopted by the Board
of Directors. All shares of any one series of Preferred Stock shall be identical
in all respects, except that shares of any one series issued at different times
may differ as to the dates from which dividends thereon may be cumulative. All
series shall rank equally and shall provide for other terms as described in the
applicable Prospectus Supplement.
 
     Preferred Stock of a particular series shall have the dividend,
liquidation, redemption, conversion and voting rights set forth below unless
otherwise provided in the Prospectus Supplement relating to such series.
Reference is made to the Prospectus Supplement relating to a particular series
of Preferred Stock for specific terms, including: (i) the distinctive serial
designation and the number of shares constituting such series; (ii) the dividend
rate or rates, the payment date or dates for dividends and the participating or
other special rights, if any, with respect to dividends; (iii) any redemption,
sinking fund or other analogous provisions applicable to such Preferred Stock;
(iv) the amount or amounts payable upon the shares of Preferred Stock in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
Company prior to any payment or distribution of the assets of the Company to the
holders of any class or classes of stock which are junior in rank to the
Preferred Stock; (v) any terms for the conversion into or exchange for shares of
Common Stock or Debt Securities and (vi) any other specific terms of the
Preferred Stock not inconsistent with the Company's Revised Articles of
Incorporation and any applicable Certificate of Amendment. The term "class or
classes of stock which are junior in rank to the Preferred Stock" means the
Common Stock and any other class or classes of stock of the Company hereafter
authorized which shall rank junior to the Preferred Stock as to dividends or
upon liquidation.
 
DIVIDENDS
 
     Holders of Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds of the Company legally available
therefor, cash dividends payable on such dates in March, June, September and
December of each year and at such rates per share per annum as set forth in the
applicable Prospectus Supplement. The Prospectus Supplement will also indicate
the applicable record dates regarding the payment of dividends. The holders of
Preferred Stock shall be entitled to such cash dividends before any dividends on
any class or classes of stock junior in rank to Preferred Stock shall be
declared or paid or set apart for payment. Whenever dividends shall not have
been so paid or declared or set apart for payment upon all shares of each series
of Preferred Stock, such dividends shall be cumulative and shall be paid, or
declared and set apart for payment, before any dividends can be declared or paid
on any class or classes of stock of the
 
                                       11
   13
 
Company junior in rank to the Preferred Stock. Any such accumulations of
dividends on Preferred Stock shall not bear interest. The foregoing shall not
apply to dividends payable in shares of any class or classes of stock junior in
rank to the Preferred Stock.
 
CONVERTIBILITY
 
     No series of Preferred Stock will be convertible into, or exchangeable for,
shares of Common Stock or, any other class or classes of stock of the Company or
Debt Securities except as set forth in the related Prospectus Supplement.
 
REDEMPTION AND SINKING FUND
 
     No series of Preferred Stock will be redeemable or receive the benefit of a
sinking, retirement or other analogous fund except as set forth in the related
Prospectus Supplement.
 
LIQUIDATION RIGHTS
 
     Upon any voluntary or involuntary liquidation, dissolution or winding up of
the Company, holders of any series of Preferred Stock will be entitled to
receive payment of or to have set aside for payment the liquidation amount per
share, if any, specified in the related Prospectus. Supplement in each case
together with any applicable accrued and unpaid dividends and before any
distribution to holders Common Stock. A voluntary sale, lease, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the Company's property or assets to, or a consolidation
or merger of the Company with, one or more corporations shall not be deemed to
be a liquidation, dissolution or winding up of the Company for purposes of this
paragraph.
 
VOTING RIGHTS
 
     Except as provided below, holders of Preferred Stock shall be entitled to
one vote for each share held and shall vote together with the holders of Common
Stock as one class for the election of directors and upon all other matters
which may be voted upon by stockholders of the Company. Holders of Preferred
Stock shall possess cumulative voting rights in the election of directors. See
"Description of Common Stock -- Voting Rights" for a discussion of such
cumulative voting rights.
 
     If dividends on the Preferred Stock shall be in arrears in an aggregate
amount at least equal to six quarterly dividends, then the holders of all series
of Preferred Stock, voting separately as one class, shall be entitled, at the
next annual meeting of the stockholders of the Company or at a special meeting
held in place thereof, or at a special meeting of the holders of the Preferred
Stock called as provided below, to elect two directors of the Company. While the
holders of Preferred Stock are so entitled to elect two directors of the
Company, they shall not be entitled to participate with the Common Stock in the
election of any other directors. Whenever all arrearages in dividends on the
Preferred Stock shall have been paid and dividends thereon for the current
quarterly period shall have been paid or declared and a sum sufficient for the
payment thereof set aside, then the right of the holders of the Preferred Stock
to elect two directors shall cease, provided that such voting rights shall again
vest in the case of any similar future arrearages in dividends.
 
     At any time after the right to vote for two directors shall have so vested
in the Preferred Stock, the Secretary of the Company may, and upon the written
request of the holders of record of 10% or more of the shares of Preferred Stock
then outstanding, shall, call a special meeting of the holders of the Preferred
Stock for the election of the directors to be elected by them, to be held within
30 days after such call and at the place and upon the notice provided by law and
in the Company's bylaws for the holding of meetings of stockholders. The
Secretary shall not be required to call such meeting in the case of any such
request received less than 90 days before the date fixed for any annual meeting
of stockholders of the Company. If any such special meeting shall not be called
by the Secretary within 30 days after receipt of any such request, then the
holders of record of 10% or more of the shares of Preferred Stock then
outstanding may designate in writing one of their number to call such meeting,
and the person so designated may call such meeting to be held at the place and
upon the notice provided above, and for that purpose shall have access to the
stock ledger of the Company.
 
                                       12
   14
 
No such special meeting and no adjournment thereof shall be held on a date later
than 30 days before the annual meeting of the stockholders of the Company or a
special meeting held in place thereof next succeeding the time when the holders
of the Preferred stock become entitled to elect directors as provided above.
 
     If any meeting of the Company's stockholders shall be held while holders of
Preferred Stock are entitled to elect two directors as provided above, and if
the holders of at least a majority of the shares of Preferred Stock then
outstanding shall be present or represented by proxy at such meeting or any
adjournment thereof, then, by vote of the holders of at least a majority of the
shares of Preferred Stock present or so represented at such meeting, the then
authorized number of directors of the Company shall be increased by two and at
such meeting the holders of the Preferred Stock shall be entitled to elect the
additional directors so provided for, but no such additional director so elected
shall hold office beyond the annual meeting of the stockholders or a special
meeting held in place thereof next succeeding the time when the holders of the
Preferred Stock become entitled to elect two directors as provided above.
Whenever the holders of the Preferred Stock shall be divested of special voting
power as provided above, the terms of office of all persons elected as directors
by the holders of the Preferred Stock as a class shall forthwith terminate, and
the authorized number of directors of the Company shall be reduced accordingly.
 
     The affirmative vote or consent of 66 2/3% of all shares of Preferred Stock
outstanding shall be required before the Company may (i) create any other class
or classes of stock prior in rank to the Preferred Stock, either as to dividends
or upon liquidation, or increase the number of authorized shares of such class
of stock, or (ii) amend, alter or repeal any provisions of the Company's Revised
Articles of Incorporation or any resolution adopted by the Board of Directors
providing for the issuance of any series of Preferred Stock so as to adversely
affect the preferences, rights or powers of the Preferred Stock. The affirmative
vote or consent of at least a majority of the shares of Preferred Stock at the
time outstanding shall be required for the Company to (i) increase the
authorized number of shares of Preferred Stock, (ii) create or increase the
authorized number of shares of any other class of stock ranking on a parity with
the Preferred Stock either as to dividends or upon liquidation, or (iii) sell,
lease or convey all or substantially all of the property or business of the
Company, or voluntarily liquidate, dissolve or wind up the Company, or merge or
consolidate the Company with any other corporation unless the resulting or
surviving corporation will have after such merger or consolidation no stock
either authorized or outstanding (except such stock of the corporation as may
have been authorized or outstanding immediately preceding such merger or
consolidation, or such stock of the resulting or surviving corporation as may be
issued in exchange therefor) prior in rank either as to dividends or upon
liquidation to the Preferred Stock or the stock of the resulting or surviving
corporation issued in exchange therefor. No consent of the holders of Preferred
Stock shall be required in connection with any mortgaging or other hypothecation
by the Company of all or any part of its property or business.
 
CERTAIN TRANSACTIONS
 
     The Company's Revised Articles of Incorporation provide that certain
transactions between the Company and a beneficial owner of more than 10% of the
Company's voting stock (which includes Preferred Stock) must either (1) be
approved by a majority of the Company's voting stock other than that held by
such beneficial owner, (2) satisfy certain minimum price and procedural
criteria, or (3) be approved by a majority of the Company's directors who are
not related to such beneficial owner. The transactions covered by these
provisions include mergers, consolidations, sales or dispositions of assets,
adoption of a plan of liquidation or dissolution, or other transactions
increasing the proportionate share of such 10% beneficial owner.
 
MISCELLANEOUS
 
     The Preferred Stock offered hereby has no preemptive rights, is not liable
for further assessments or calls and will be fully paid and nonassessable upon
issuance. Shares of Preferred Stock which have been issued and reacquired in any
manner by the Company shall resume the status of authorized and unissued shares
of Preferred Stock and shall be available for subsequent issuance. There are no
restrictions on repurchase or redemption of the Preferred Stock while there is
any arrearage in dividends or sinking fund installments except as may be set
forth in the related Prospectus Supplement.
 
                                       13
   15
 
TRANSFER AGENT AND REGISTRAR
 
     The transfer agent and registrar for each series of Preferred Stock will be
described in the related Prospectus Supplement.
 
                          DESCRIPTION OF COMMON STOCK
 
     The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of the Revised Business Corporation Law of
the State of Utah and the Company's Revised Articles of Incorporation. The
Company is presently authorized to issue 300,000,000 shares of Common Stock, par
value $2.50 per share. At March 4, 1994, an aggregate of 205,086,336 shares of
Common Stock were outstanding.
 
DIVIDENDS
 
     Subject to the rights of holders of any Preferred Stock which may be
issued, the holders of Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors out of any funds legally available
therefor. The Company may not pay dividends on Common Stock (other than
dividends payable in Common Stock or any other class or classes of stock junior
in rank to the Preferred Stock as to dividends or upon liquidation) unless all
dividends accrued on outstanding Preferred Stock have been paid or declared and
set apart for payment.
 
VOTING RIGHTS
 
     Except in the election of directors, holders of Common Stock are entitled
to one vote for each share held. Holders of Common Stock possess cumulative
voting rights in the election of directors. Accordingly, in the election of
directors each holder may accumulate his or her votes by giving one candidate as
many votes as shall equal the number of directors then being elected multiplied
by the number of his or her shares, or by distributing such votes on the same
principle among any number of such candidates. The Board of Directors is divided
into three classes with each class elected for successive three-year terms.
Except as provided in the related Prospectus Supplement, any series of Preferred
Stock will be entitled, with certain exceptions, to vote together with the
holders of Common Stock as one class. See "Description of Preferred
Stock -- Voting Rights."
 
LIQUIDATION RIGHTS
 
     Any Preferred Stock would be senior to the Common Stock as to distributions
upon liquidation, dissolution or winding up of the Company. After distribution
in full of the preferential amounts to be distributed to holders of Preferred
Stock, holders of Common Stock will be entitled to receive all remaining assets
of the Company available for distribution to stockholders in the event of
voluntary or involuntary liquidation.
 
CERTAIN TRANSACTIONS
 
     The Company's Revised Articles of Incorporation provide for certain voting
rights for the holders of the Company's voting stock (including Common Stock) in
the case of certain transactions between the Company and a beneficial owner of
more than 10% of the Company's voting stock. See "Description of Preferred Stock
- -- Certain Transactions."
 
MISCELLANEOUS
 
     The Common Stock is not redeemable, has no preemptive or conversion rights
and is not liable for further assessments or calls. All shares of Common Stock
offered hereby will be fully paid and nonassessable.
 
                                       14
   16
 
TRANSFER AGENT AND REGISTRAR
 
     First Chicago Trust Company of New York is the transfer agent and registrar
for the Common Stock. The Common Stock is listed on the New York Stock Exchange.
 
                       DESCRIPTION OF SECURITIES WARRANTS
 
     The Company may issue Securities Warrants for the purchase of Debt
Securities or Preferred Stock. Securities Warrants may be issued independently
or together with any Debt Securities or shares of Preferred Stock offered by any
Prospectus Supplement and may be attached to or separate from such Debt
Securities or shares of Preferred Stock. The Securities Warrants are to be
issued under Warrant Agreements to be entered into between the Company and
Citibank, N.A., as Warrant Agent, or such other bank or trust company as is
named in the Prospectus Supplement relating to the particular issue of
Securities Warrants (the "Warrant Agent"). The Warrant Agent will act solely as
an agent of the Company in connection with the Securities Warrants and will not
assume any obligation or relationship of agency or trust for or with any holders
of Securities Warrants or beneficial owners of Securities Warrants. The
following summaries of certain provisions of the form of Warrant Agreement and
Securities Warrants do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the
applicable Warrant Agreement and the Securities Warrants.
 
GENERAL
 
     If Securities Warrants are offered, the Prospectus Supplement will describe
the terms of the Securities Warrants, including the following: (i) the offering
price; (ii) the currency, currencies or currency units for which Securities
Warrants may be purchased; (iii) the designation, aggregate principal amount,
currency, currencies or currency units and terms of the Debt Securities
purchasable upon exercise of the Warrants and the price at which such Debt
Securities may be purchased upon such exercise; (iv) the designation, number of
shares and terms of the series of Preferred Stock purchasable upon exercise of
the Securities Warrants to purchase Preferred Stock and the price at which such
shares of Preferred Stock may be purchased upon such exercise; (v) if
applicable, the designation and terms of the Debt Securities or Preferred Stock
with which the Securities Warrants are issued and the number of Securities
Warrants issued with each such Debt Security or share of Preferred Stock; (vi)
if applicable, the date on and after which the Securities Warrants and the
related Debt Securities or Preferred Stock will be separately transferable;
(vii) the date on which the right to exercise the Securities Warrants shall
commence and the date (the "Expiration Date") on which such right shall expire;
(viii) whether the Securities Warrants will be issued in registered or bearer
form; (ix) a discussion of certain Federal income tax, accounting and other
special considerations, procedures and limitations relating to the Securities
Warrants; and (x) any other terms of the Securities Warrants.
 
     Securities Warrants may be exchanged for new Securities Warrants of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office of
the Warrant Agent or any other office indicated in the Prospectus Supplement.
Before the exercise of their Securities Warrants, holders of Securities Warrants
will not have any of the rights of holders of the Debt Securities or shares of
Preferred Stock purchasable upon such exercise, including the right to receive
payments of principal of, any premium on, or any interest on, the Debt
Securities purchasable upon such exercise or to enforce the covenants in the
Indenture or to receive payments of dividends, if any, on the Preferred Stock
purchasable upon such exercise or to exercise any applicable right to vote.
 
EXERCISE OF SECURITIES WARRANTS
 
     Each Securities Warrant will entitle the holder to purchase such principal
amount of Debt Securities or such number of shares of Preferred Stock at such
exercise price as shall in each case be set forth in, or calculable from, the
Prospectus Supplement relating to the Securities Warrant. Securities Warrants
may be exercised at such times as are set forth in the Prospectus Supplement
relating to such Securities Warrants. After the close of business on the
Expiration Date (or such later date to which such Expiration Date may be
extended by the Company), unexercised Securities Warrants will become void.
 
                                       15
   17
 
     Subject to any restrictions and additional requirements that may be set
forth in the Prospectus Supplement relating thereto, Securities Warrants may be
exercised by delivery to the Warrant Agent of the certificate evidencing such
Securities Warrants properly completed and duly executed and of payment as
provided in the Prospectus Supplement of the amount required to purchase the
Debt Securities or shares of Preferred Stock purchasable upon such exercise. The
exercise price will be the price applicable on the date of payment in full, as
set forth in the Prospectus Supplement relating to the Securities Warrants. Upon
receipt of such payment and the certificate representing the Securities Warrants
to be exercised properly completed and duly executed at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Company will, as soon as practicable, issue and deliver the Debt
Securities or shares of Preferred Stock purchasable upon such exercise. If fewer
than all of the Securities Warrants represented by such certificate are
exercised, a new certificate will be issued for the remaining amount of
Securities Warrants.
 
                              PLAN OF DISTRIBUTION
 
     The Company may sell the Offered Securities offered hereby (i) through
underwriters or dealers; (ii) through agents; (iii) directly to purchasers; or
(iv) through a combination of any such methods of sale. Any such underwriter,
dealer or agent may be deemed to be an underwriter within the meaning of the
Securities Act. The Prospectus Supplement relating to the Offered Securities
will set forth their offering terms, including the name or names of any
underwriters, dealers or agents, the purchase price of the Offered Securities
and the proceeds to the Company from such sale, any underwriting discounts,
commissions and other items constituting compensation to underwriters, dealers
or agents, any initial public offering price, any discounts or concessions
allowed or reallowed or paid by underwriters or dealers to other dealers, and
any securities exchanges on which the Offered Securities may be listed.
 
     If underwriters or dealers are used in the sale, the Offered Securities
will be acquired by the underwriters or dealers for their own account and may be
resold from time to time in one or more transactions, at a fixed price or
prices, which may be changed, or at market prices prevailing at the time of
sale, or at prices related to such prevailing market prices, or at negotiated
prices. The Offered Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more of such firms. Unless otherwise set forth in the
Prospectus Supplement, the obligations of underwriters or dealers to purchase
the Offered Securities will be subject to certain conditions precedent and the
underwriters or dealers will be obligated to purchase all the Offered Securities
if any are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid by underwriters or dealers to other
dealers may be changed from time to time.
 
     Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent will be
set forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
 
     If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject to any conditions set forth in the
Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts. The underwriters and
other persons soliciting such contracts will have no responsibility for the
validity or performance of any such contracts.
 
     Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
by the Company to payments they may be required to make in respect thereof. The
terms and conditions of such indemnification will be described in an applicable
Prospectus Supplement. Underwriters, dealers and agents may be customers of,
engage in transactions with, or perform services for the Company in the ordinary
course of business.
 
                                       16
   18
 
     Each series of Offered Securities other than Common Stock will be a new
issue of securities with no established trading market. Any underwriters to whom
Offered Securities are sold by the Company for public offering and sale may make
a market in such Offered Securities, but such underwriters will not be obligated
to do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any Offered
Securities.
 
                                 LEGAL OPINIONS
 
     The validity of the Offered Securities will be passed upon for the Company
by Richard J. Ressler, Esquire, Assistant General Counsel of the Company, and
for the underwriters, dealers or agents, if any, by Cravath, Swaine & Moore,
Worldwide Plaza, 825 Eighth Avenue, New York, N.Y. 10019, unless otherwise
specified in the Prospectus Supplement. Mr. Ressler owns 1,781 shares of the
Company's common stock, including restricted shares granted under the Company's
1990 Retention Stock Plan, and holds options to purchase 30,550 additional
shares of the Company's common stock. Cravath, Swaine & Moore has provided legal
services from time to time to the Company and its affiliates.
 
                                    EXPERTS
 
     The consolidated financial statements and schedules of the Company and its
subsidiaries as of December 31, 1992 and 1991 and for each of the years in the
three-year period ended December 31, 1992, incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992, have been audited by Deloitte & Touche, independent auditors,
as stated in their reports which are incorporated herein by reference, and have
been so incorporated in reliance upon such reports given upon their authority as
experts in accounting and auditing.
 
                                       17
   19
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
  NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE SUCH DATE.
                             ---------------------
                               TABLE OF CONTENTS

                                         PAGE
                                         ----
                                      
Available Information..................     2
Incorporation of Certain Documents by
  Reference............................     2
The Company............................     3
Use of Proceeds........................     4
Description of Debt Securities.........     4
Description of Preferred Stock.........    11
Description of Common Stock............    14
Description of Securities Warrants.....    15
Plan of Distribution...................    16
Legal Opinions.........................    17
Experts................................    17

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                               { ---- LOGO ---- }
 
                                 UNION PACIFIC
                                  CORPORATION
             ------------------------------------------------------
                                DEBT SECURITIES
                                PREFERRED STOCK
                                  COMMON STOCK
                                      AND
                              SECURITIES WARRANTS
             ------------------------------------------------------
                           -------------------------
                                   PROSPECTUS
                           -------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   20
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

                                                                                 
Securities and Exchange Commission Registration Fee.............................    $344,828
Trustee's Fees and Expenses.....................................................      10,000
Printing and Engraving Expenses.................................................      50,000
Rating Agencies' Fees...........................................................     100,000
Accountants' Fees and Expenses..................................................      25,000
Blue Sky Fees and Expenses......................................................      15,000
Miscellaneous...................................................................      15,000
                                                                                    --------
     Total......................................................................    $559,828
                                                                                    --------
                                                                                    --------

- ---------------
 
* All amounts are estimated except for the registration fee.
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The Company is a Utah corporation. Section 16-10a-901 et. seq. of the
Revised Business Corporation Act of Utah grants to a corporation the power to
indemnify a person made a party to a lawsuit or other proceeding because such
person is or was a director or officer. A corporation is further empowered to
purchase insurance on behalf of any person who is or was a director or officer
against any liability asserted against him or her and incurred by him or her in
such capacity or arising out of his or her status as such capacity. The
Company's By-Laws provide for mandatory indemnification of its directors,
officers and employees in certain circumstances. The Company maintains insurance
on behalf of directors and officers against liability asserted against them
arising out of their status as such.
 
     The Company's Revised Articles of Incorporation, incorporated herein as
Exhibit 3.1 to this Registration Statement, eliminate in certain circumstances
the personal liability of directors of the Company for monetary damages for a
breach of their fiduciary duty as directors. This provision does not eliminate
the liability of a director for (i) the amount of a financial benefit received
by a director to which he is not entitled, (ii) an intentional infliction of
harm on the corporation or the shareholders, (iii) a violation of Section
16-10a-842 of the Revised Business Corporation Act of Utah (relating to the
liability of directors for unlawful distributions) or (iv) an intentional
violation of criminal law.
 
     Reference is made to Section 6 of the form of Underwriting Agreement filed
as Exhibit 1.1 and Section 7 of the form of Distribution Agreement filed as
Exhibit 1.2 for additional indemnification provisions.
 
ITEM 16. EXHIBITS

        
  1.1      -- Form of Underwriting Agreement.
  1.2      -- Form of Distribution Agreement.
  3.1      -- Revised Articles of Incorporation of Union Pacific Corporation, as amended
              through April 17, 1992, incorporated by reference to Exhibit 3(a) to the
              Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992.
 *3.2      -- Form of Certificate of Amendment for Preferred Stock.
  3.3      -- By-laws of Union Pacific Corporation, as amended effective as of January 27,
              1994.
  4.1      -- Indenture, dated as of March 1, 1994, between the Company and Citibank, N.A., as
              Trustee.
 *4.2      -- Form of Warrant Agreement.
  5        -- Opinion and consent of Richard J. Ressler, Esquire, counsel for the Company.

                                      II-1
   21

        
 12        -- Computation of Ratio of Earnings to Fixed Charges.
 23        -- Consent of Deloitte & Touche.
 24        -- Powers of Attorney.
 25        -- Statement on Form T-1 of the eligibility of Citibank N.A. under the Indenture.

- ---------------
* To be filed by amendment or incorporated herein by reference.
 
ITEM 17. UNDERTAKINGS
 
     The Company hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being made
     of the securities registered hereby, a post-effective amendment to this
     Registration Statement (i) to include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus
     any facts or events arising after the effective date of this Registration
     Statement (or the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental change in the
     information set forth in the Registration Statement; and (iii) to include
     any material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement; provided, however, that
     the undertakings set forth in clauses (i) and (ii) above do not apply if
     the information required to be included in a post-effective amendment by
     those clauses is contained in periodic reports filed by the Company
     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
     are incorporated by reference in this Registration Statement;
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof;
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering; and
 
          (4) That, for the purposes of determining any liability under the
     Securities Act of 1933, each filing of the Company's annual report pursuant
     to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in this Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
 
                                      II-2
   22
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Union Pacific
Corporation certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Bethlehem, Commonwealth of Pennsylvania, on this
11th day of March, 1994.
 
                                          UNION PACIFIC CORPORATION
 
                                          By: /s/  L. WHITE MATTHEWS, III
                                             ----------------------------------
                                                  (L. White Matthews, III
                                            Executive Vice President --Finance)
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below on this 11th day of
March, 1994, by the following persons in the capacities indicated.

                  SIGNATURE                                         TITLE
- ---------------------------------------------   ----------------------------------------------
                                             
             /s/  DREW LEWIS                    Chairman of the Board, President, Chief
- ---------------------------------------------     Executive Officer and Director (Principal
                (Drew Lewis)                      Executive Officer)

      /s/  L. WHITE MATTHEWS, III               Executive Vice President --Finance (Principal
- ---------------------------------------------     Financial Officer)
          (L. White Matthews, III)

     /s/  CHARLES E. BILLINGSLEY                Vice President and Controller (Principal
- ---------------------------------------------     Accounting Officer)
          (Charles E. Billingsley)

                    *                           Director
- ---------------------------------------------
            (Robert P. Bauman)

                    *                           Director
- ---------------------------------------------
           (Richard B. Cheney)

                    *                           Director
- ---------------------------------------------
           (E. Virgil Conway)

                    *                           Director
- ---------------------------------------------
           (Spencer F. Eccles)

                    *                           Director
- ---------------------------------------------
        (Elbridge T. Gerry, Jr.)

                    *                           Director
- ---------------------------------------------
         (William H. Gray, III)

                    *                           Director
- ---------------------------------------------
         (Judith Richards Hope)

                    *                           Director
- ---------------------------------------------
            (Lawrence M. Jones)

                    *                           Director
- ---------------------------------------------
           (Richard J. Mahoney)

                    *                           Director
- ---------------------------------------------
          (Claudine B. Malone)

                                      II-3
   23

                  SIGNATURE                                         TITLE
- ---------------------------------------------   ----------------------------------------------
                                             
                          *                     Director
- ---------------------------------------------
               (John R. Meyer)
                          *                     Director
- ---------------------------------------------
          (Thomas A. Reynolds, Jr.)
                          *                     Director
- ---------------------------------------------
          (James D. Robinson, III)
                          *                     Director
- ---------------------------------------------
              (Robert W. Roth)
                          *                     Director
- ---------------------------------------------
            (Richard D. Simmons)
      *By:  /s/  L. WHITE MATTHEWS, III
            (L. White Matthews, III
             As Attorney-in-Fact)

                                      II-4
   24
 
                                 EXHIBIT INDEX

EXHIBIT
NUMBER                                                                                  PAGE
- -------                                                                           ----------------
                                                                         
   1.1      -- Form of Underwriting Agreement.
   1.2      -- Form of Distribution Agreement.
   3.1      -- Revised Articles of Incorporation of Union Pacific Corporation,
               as amended through April 17, 1992, incorporated by reference to
               Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for
               the quarter ended March 31, 1992.
 * 3.2      -- Form of Certificate of Amendment for Preferred Stock.
   3.3      -- By-laws of Union Pacific Corporation, as amended effective as of
               January 27, 1994.
   4.1      -- Indenture, dated as of March 1, 1994, between the Company and
               Citibank, N.A., as Trustee.
 * 4.2      -- Form of Warrant Agreement.
   5        -- Opinion and consent of Richard J. Ressler, Esquire, counsel for
               the Company.
  12        -- Computation of Ratio of Earnings to Fixed Charges.
  23        -- Consent of Deloitte & Touche.
  24        -- Powers of Attorney.
  25        -- Statement on Form T-1 of the eligibility of Citibank N.A. under
               the Indenture.

- ---------------
* To be filed by amendment or incorporated herein by reference.
   1

                           UNION PACIFIC CORPORATION

                                Debt Securities

                            UNDERWRITING AGREEMENT

                 1.  Introduction.  Union Pacific Corporation, a Utah
corporation (the "Company"), proposes to issue and sell from time to time
certain of its debt securities registered under the registration statement
referred to in Section 2(a) ("Registered Securities").  The Registered
Securities will be issued under an indenture dated as of March 1, 1994 (the
"Indenture"), between the Company and Citibank, N.A., as Trustee, in one or
more series, which series may vary as to interest rates, maturities, redemption
provisions, selling prices and other terms, with all such terms for any
particular series of the Registered Securities being determined at the time of
sale.  Particular series of the Registered Securities will be sold pursuant to
a Terms Agreement referred to in Section 3, for resale in accordance with the
terms of offering determined at the time of sale.

                 The Registered Securities involved in any such offering are
hereinafter referred to as the "Securities".  The firm or firms which agree to
purchase the Securities are hereinafter referred to as the "Underwriters" of
such Securities, and the representative or representatives of the Underwriters,
if any, specified in a Terms Agreement referred to in Section 3 are hereinafter
referred to as the "Representatives "; provided, however, that if the Terms
Agreement does not specify any representative of the Underwriters, the term
"Representatives", as used in this Agreement (other than in Sections 2(b), 5(c)
and 6 and the second sentence of Section 3), shall mean the Underwriters.

                 2.  Representations and Warranties of the Company.  The
Company represents and warrants to, and agrees with, each Underwriter that:

                 (a)  A registration statement (No. 33-     ), including a
         prospectus, relating to the Registered Securities has been filed with
         the Securities and Exchange Commission ("Commission") and has become

   2
                                                                               2

         effective.  Such registration statement, as amended at the time of any
         Terms Agreement referred to in Section 3, is hereinafter referred to
         as the "Registration Statement".  Such Prospectus, as supplemented as
         contemplated by Section 3 to reflect the terms of the Securities and
         the terms of offering thereof, including all material incorporated by
         reference therein, is hereinafter referred to as the "Prospectus".

                 (b)  On the effective date of the Registration Statement
         relating to the Registered Securities and of each post- effective
         amendment thereto, such Registration Statement conformed in all
         material respects to the requirements of the Securities Act of 1933,
         as amended ("Act"), the Trust Indenture Act of 1939, as amended
         ("Trust Indenture Act") and the rules and regulations of the
         Commission ("Rules and Regulations") and did not include any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and on the date of each Terms Agreement
         referred to in Section 3, the Registration Statement and the
         Prospectus will conform in all material respects to the requirements
         of the Act, the Trust Indenture Act and the Rules and Regulations, and
         neither of such documents will include any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading,
         except that the foregoing does not apply to statements in or omissions
         from any of such documents based upon written information furnished to
         the Company by any Underwriter through the Representatives, if any,
         specifically for use therein.

                 3.  Purchase and Offering of Securities.  The obligation of
the Underwriters to purchase the Securities will be evidenced by an exchange of
telegraphic or other written communications ("Terms Agreement") at the time the
Company determines to sell the Securities.  The Terms Agreement will generally
be in the form attached hereto as Annex I and will incorporate by reference the
provisions of this Agreement, except as otherwise provided therein, and will
specify the firm or firms which will be Underwriters, the names of any
Representatives, the principal amount to be

 

   3
                                                                               3

purchased by each Underwriter, the purchase price to be paid by the
Underwriters and the terms of the Securities not already specified in the
Indenture, including, but not limited to, interest rate, maturity, any
redemption provisions and any sinking fund requirements and whether any of the
Securities may be sold to institutional investors pursuant to Delayed Delivery
Contracts (as defined below).  The Terms Agreement will also specify the time
and date of delivery and payment (such time and date, or such other time not
later than seven full business days thereafter as the Representatives and the
Company agree as the time for payment and delivery, being herein and in the
Terms Agreement referred to as the "Closing Date"), the place of delivery and
payment and any details of the terms of offering that should be reflected in
the prospectus supplement relating to the offering of the Securities.  The
obligations of the Underwriters to purchase the Securities will be several and
not joint.  It is understood that the Underwriters propose to offer the
Securities for sale as set forth in the Prospectus.  The Securities delivered
to the Underwriters on the Closing Date will be in definitive fully registered
form, in such denominations and registered in such names as the Underwriters
may request.

                 If the Terms Agreement provides for sales of Securities
pursuant to delayed delivery contracts, the Company authorizes the Underwriters
to solicit offers to purchase Securities pursuant to delayed delivery contracts
substantially in the form of Annex II attached hereto ("Delayed Delivery
Contracts") with such changes therein as the Company may authorize or approve.
Delayed Delivery Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension funds, investment
companies and educational and charitable institutions.  On the Closing Date the
Company will pay, as compensation, to the Representatives for the accounts of
the Underwriters, the fee set forth in such Terms Agreement in respect of the
principal amount of Securities to be sold pursuant to Delayed Delivery
Contracts ("Contract Securities").  The Underwriters will not have any
responsibility in respect of the validity or the performance of Delayed
Delivery Contracts.  If the Company executes and delivers Delayed Delivery
Contracts, the Contract Securities will be deducted from the Securities to be
purchased by the several Underwriters and the aggregate principal amount of
Securi-

 

   4
                                                                               4

ities to be purchased by each Underwriter will be reduced pro rata in
proportion to the principal amount of Securities set forth opposite each
Underwriter's name in such Terms Agreement, except to the extent that the
Representatives determine that such reduction shall be otherwise than pro rata
and so advise the Company.  The Company will advise the Representatives not
later than the business day prior to the Closing Date of the principal amount
of Contract Securities.

                 4.  Certain Agreements of the Company.  The Company agrees
with the several Underwriters that it will furnish to Cravath, Swaine & Moore,
special counsel for the Underwriters (or any other counsel named as counsel for
the Underwriters in any Terms Agreement), one signed copy of the Registration
Statement relating to the Registered Securities, including all exhibits, in the
form it became effective and of all amendments thereto and that, in connection
with each offering of Securities:

                 (a)  The Company will advise the Representatives promptly of
         any proposal to amend or supplement the Registration Statement or the
         Prospectus and will afford the Representatives a reasonable
         opportunity to comment on any such proposed amendment or supplement;
         and the Company will also advise the Representatives promptly of the
         filing of any such amendment or supplement and of the institution by
         the Commission of any stop order proceedings in respect of the
         Registration Statement or of any part thereof and will use its best
         efforts to prevent the issuance of any such stop order and to obtain
         as soon as possible its lifting, if issued.

                 (b)  If, at any time when a prospectus relating to the
         Securities is required to be delivered under the Act, any event occurs
         as a result of which the Prospectus as then amended or supplemented
         would include an untrue statement of a material fact or omit to state
         any material fact necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading,
         or if it is necessary at any time to amend the Prospectus to comply
         with the Act, the Company promptly will prepare and file with the
         Commission an amendment or supplement which will correct such
         statement or omission or an amendment

 

   5
                                                                               5

         which will effect such compliance.

                 (c)  As soon as practicable, the Company will make generally
         available to its security holders and to the Representatives an
         earnings statement or statements of the Company and its subsidiaries
         which will satisfy the provisions of Section 11(a) of the Act and Rule
         158 under the Act.

                 (d)  The Company will furnish to the Representatives copies of
         the Registration Statement, including all exhibits, any related
         preliminary prospectus, any related preliminary prospectus supplement,
         the Prospectus and all amendments and supplements to such documents,
         in each case as soon as available and in such quantities as are
         reasonably requested.

                 (e)  The Company will arrange for the qualification of the
         Securities for sale and the determination of their eligibility for
         investment under the laws of such jurisdictions as the Representatives
         designate and will continue such qualifications in effect so long as
         required for the distribution.

                 (f)  During the period of 5 years after the date of any Terms
         Agreement, the Company will furnish to the Representatives and, upon
         request, to each of the other Underwriters, if any, as soon as
         practicable after the end of each fiscal year, a copy of its annual
         report to stockholders for such year; and the Company will furnish to
         the Representatives (i) as soon as available, a copy of each report or
         definitive proxy statement of the Company filed with the Commission
         under the Securities Exchange Act of 1934, as amended, or mailed to
         stockholders, and (ii) from time to time, such other information
         concerning the Company as the Representatives may reasonably request.

                 (g)  The Company will pay all expenses incident to the
         performance of its obligations under this Agreement and will reimburse
         the Underwriters for any expenses (including fees and disbursements of
         counsel) incurred by them in connection with qualification of the
         Registered Securities for sale and determination of their eligibility
         for investment under the laws of such

 

   6
                                                                               6

         jurisdictions as the Representatives may designate and the printing of
         memoranda relating thereto, for any fees charged by investment rating
         agencies for the rating of the Securities and for expenses incurred in
         distributing the Prospectus, any preliminary prospectuses and any
         preliminary prospectus supplements to Underwriters.

                 (h)  For a period beginning at the time of execution of the
         Terms Agreement and ending 10 days after the Closing Date, without the
         prior consent of the Representatives, the Company will not offer,
         sell, contract to sell or otherwise dispose of any United States
         dollar-denominated debt securities issued or guaranteed by the Company
         and having a maturity of more than one year from the date of issue.

                 5.  Conditions of the Obligations of the Underwriters.  The
obligations of the several Underwriters to purchase and pay for the Securities
will be subject to the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the statements of Company
officers made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:

                 (a)  No stop order suspending the effectiveness of the
         Registration Statement or of any part thereof shall have been issued
         and no proceedings for that purpose  shall have been instituted or, to
         the knowledge of the Company or any Underwriter, shall be contemplated
         by the Commission.

                 (b)  Subsequent to the execution of the Terms Agreement, there
         shall not have occurred (i) any change, or any development involving a
         prospective change, in or affecting particularly the business or
         properties of the Company or its subsidiaries which, in the judgment
         of a majority in interest of the Underwriters, including any
         Representatives, materially impairs the investment quality of the
         Securities; (ii) any downgrading in the rating of the Company's debt
         securities by Moody's Investors Service, Inc., or Standard & Poor's
         Corporation; (iii) any suspension or limitation of trading in
         securities generally on the

 

   7
                                                                               7

         New York Stock Exchange, or any setting of minimum prices for trading
         on such exchange, or any suspension of trading of any securities of
         the Company on any exchange or in the over-the-counter market; (iv)
         any banking moratorium declared by Federal or New York authorities; or
         (v) any outbreak or escalation of major hostilities in which the
         United States is involved, any declaration of war by Congress or any
         other substantial national or international calamity or emergency if,
         in the judgment of a majority in interest of the Underwriters,
         including any Representatives, the effect of any such outbreak,
         escalation, declaration, calamity or emergency makes it impractical or
         inadvisable to proceed with completion of the sale of and payment for
         the Securities.

                 (c)  The Representatives shall have received an opinion, dated
         the Closing Date, of the Senior Vice President and General Counsel or
         Assistant General Counsel of the Company or other counsel satisfactory
         to the Representatives, to the effect that:

                          (i) the Company has been duly incorporated and is an
                 existing corporation in good standing under the laws of the
                 State of Utah, with corporate power and authority to own its
                 properties and conduct its business as described in the
                 Prospectus; and the Company is duly qualified to do business
                 as a foreign corporation in good standing in all other
                 jurisdictions in which it owns or leases substantial
                 properties;

                          (ii) the Indenture has been duly authorized, executed
                 and delivered by the Company and has been duly qualified under
                 the Trust Indenture Act; the Securities have been duly
                 authorized; the Securities other than any Contract Securities
                 have been duly executed, authenticated, issued and delivered;
                 the Indenture and the Securities other than any Contract
                 Securities constitute, and any Contract Securities, when
                 executed, authenticated, issued and delivered in the manner
                 provided in the Indenture and sold pursuant to Delayed
                 Delivery Contracts, will constitute, valid and legally binding
                 obligations of the Company, enforceable in

 

   8
                                                                               8

                 accordance with their terms, subject, as to enforcement, to
                 bankruptcy, insolvency, reorganization and other laws of
                 general applicability relating to or affecting creditors'
                 rights and to general equity principles; and the Securities
                 other than any Contract Securities conform, and any Contract
                 Securities, when so issued and delivered and sold, will
                 conform, to the description thereof contained in the
                 Prospectus;

                          (iii) no consent, approval, authorization or order
                 of, or filing with, any governmental agency or body or any
                 court is required for the consummation of the transactions
                 contemplated by the Terms Agreement (including the provisions
                 of this Agreement), except such as have been obtained and made
                 under the Act and the Trust Indenture Act and such as may be
                 required under state securities laws in connection with the
                 issuance or sale of the Securities by the Company;

                          (iv) the execution, delivery and performance of the
                 Indenture, the Terms Agreement (including the provisions of
                 this Agreement) and any Delayed Delivery Contracts and the
                 issuance and sale of the Securities and compliance with the
                 terms and provisions thereof will not result in a breach or
                 violation of any of the terms and provisions of, or constitute
                 a default under, any statute, any rule, regulation or order of
                 any governmental agency or body or any court having
                 jurisdiction over the Company or any of its properties or any
                 agreement or instrument to which the Company is a party or by
                 which the Company is bound or to which any of the properties
                 of the Company is subject, or the charter or by-laws of the
                 Company, and the Company has full power and authority to
                 authorize, issue and sell the Securities as contemplated by
                 the Terms Agreement (including the provisions of this
                 Agreement);

                          (v) the Registration Statement has become effective
                 under the Act, and, to the best of the knowledge of such
                 counsel, no stop order suspending the effectiveness of the
                 Registration State-

 

   9
                                                                               9

                 ment or of any part thereof has been issued and no proceedings
                 for that purpose have been instituted or are pending or
                 contemplated under the Act, and the Registration Statement
                 relating to the Registered Securities and each post- effective
                 amendment thereto, as of their respective effective dates, the
                 Registration Statement and the Prospectus, as of the date of
                 the Terms Agreement, and any amendment or supplement thereto,
                 as of its date, complied as to form in all material respects
                 with the requirements of the Act, the Trust Indenture Act and
                 the Rules and Regulations; such counsel has no reason to
                 believe that the Registration Statement, as of its effective
                 date, the Registration Statement or the Prospectus, as of the
                 date of the Terms Agreement, or any such amendment or
                 supplement, as of its date, contained any untrue statement of
                 a material fact or omitted to state any material fact required
                 to be stated therein or necessary to make the statements
                 therein not misleading; the descriptions in the Registration
                 Statement and Prospectus of statutes, legal and governmental
                 proceedings and contracts and other documents fairly present
                 the information required to be shown; and such counsel does
                 not know of any legal or governmental proceedings required to
                 be described in the Prospectus which are not described as
                 required or of any contracts or documents of a character
                 required to be described in the Registration Statement or
                 Prospectus or to be filed as exhibits to the Registration
                 Statement which are not described and filed as required; it
                 being understood that such counsel need express no opinion as
                 to the financial statements or other financial data contained
                 in the Registration Statement or the Prospectus; and

                          (vi) the Terms Agreement (including the provisions of
                 this Agreement) and any Delayed Delivery Contracts have been
                 duly authorized, executed and delivered by the Company.

In rendering such opinion, such Senior Vice President and General Counsel,
Assistant General Counsel or other counsel may rely as to the incorporation of
the Company and all

 

   10
                                                                              10

other matters governed by Utah law upon the opinion of Steven A. Goodsell,
Esq., or other Utah counsel satisfactory to the Representatives, a copy of
which shall be delivered concurrently with the opinion of such General Counsel,
Assistant General Counsel or other counsel.

                 (d)  The Representatives shall have received from Cravath,
         Swaine & Moore, special counsel for the Underwriters (or any other
         counsel named as counsel for the Underwriters in any Terms Agreement),
         such opinion or opinions, dated the Closing Date, with respect to the
         incorporation of the Company, the validity of the Securities, the
         Registration Statement, the Prospectus and other related matters as
         the Representatives may require, and the Company shall have furnished
         to such counsel such documents as they request for the purpose of
         enabling them to pass upon such matters.  In rendering such opinion,
         Cravath, Swaine & Moore (or such other counsel for the Underwriters
         named in any Terms Agreement) may rely as to the incorporation of the
         Company and all other matters governed by Utah law upon the opinion of
         Steven A. Goodsell, Esq., or such other counsel as referred to above.

                 (e)  The Representatives shall have received a certificate,
         dated the Closing Date, of the Chairman, the President, any Senior
         Vice President, the Treasurer or any Vice-President and a principal
         financial or accounting officer of the Company in which such officers,
         to the best of their knowledge after reasonable investigation, state
         that the representations and warranties of the Company in this
         Agreement are true and correct, that the Company has complied with all
         agreements and satisfied all conditions on its part to be performed or
         satisfied hereunder at or prior to the Closing Date, that no stop
         order suspending the effectiveness of the Registration Statement or of
         any part thereof has been issued and no proceedings for that purpose
         have been instituted or are contemplated by the Commission and that,
         subsequent to the date of the most recent financial statements in the
         Prospectus, there has been no material adverse change in the financial
         position or results of operations of the Company and its subsidiaries
         taken as a whole except as set forth in or contemplated by the
         Prospectus or as described in

 

   11
                                                                              11

         such certificate.

                 (f)  The Representatives shall have received a letter, dated
         the Closing Date, of Deloitte & Touche, or any successor firm,
         confirming that they are independent public accountants within the
         meaning of the Act and the applicable published Rules and Regulations
         thereunder, and stating in effect that:

                          (i) in their opinion, the financial statements and
                 schedules examined by them and included in the Prospectus
                 contained in the Registration Statement relating to the
                 Registered Securities, as amended to the date of such letter,
                 comply in form in all material respects with the applicable
                 accounting requirements of the Act and the related published
                 Rules and Regulations;

                          (ii) on the basis of a reading of the latest
                 available interim financial statements of the Company,
                 inquiries of officials of the Company who have responsibility
                 for financial and accounting matters and other specified
                 procedures, nothing came to their attention that caused them
                 to believe that:

                                  (A) the unaudited financial statements, if
                          any, included in the Prospectus do not comply in form
                          in all material respects with the applicable
                          accounting requirements of the Act and the related
                          published Rules and Regulations or are not in
                          conformity with generally accepted accounting
                          principles applied on a basis substantially
                          consistent with that of the audited financial
                          statements included in the Prospectus;

                                  (B) the unaudited capsule information, if
                          any, included in the Prospectus does not agree with
                          the amounts set forth in the unaudited consolidated
                          financial statements from which it was derived or was
                          not determined on a basis substantially consistent
                          with that of the audited financial statements
                          included in the Prospectus;

 

   12
                                                                              12

                                  (C) at the date of the latest available
                          balance sheet read by such accountants, or at a
                          subsequent specified date not more than five days
                          prior to the Closing Date, there was any change in
                          the capital stock or any increase in short-term
                          indebtedness or long-term debt of the Company and
                          consolidated subsidiaries or, at the date of the
                          latest available balance sheet read by such
                          accountants, there was any decrease in consolidated
                          net assets, as compared with amounts shown on the
                          latest balance sheet included in the Prospectus; or

                                  (D) for the period from the date of the
                          latest income statement included in the Prospectus to
                          the closing date of the latest available income
                          statement read by such accountants there were any
                          decreases, as compared with the corresponding period
                          of the previous year, in consolidated net sales,
                          operating income, income before extraordinary items
                          or net income;

         except in all cases set forth in clauses (C) and (D) above for changes
         or decreases which the Prospectus discloses have occurred or may occur
         or which are described in such letter; and

                          (iii) they have compared specified dollar amounts (or
                 percentages derived from such dollar amounts) and other
                 financial information included in the Prospectus (in each case
                 to the extent that such dollar amounts, percentages and other
                 financial information are contained in the general accounting
                 records of the Company and its subsidiaries subject to the
                 internal controls of the Company's accounting system or are
                 derived directly from such records by analysis or computation)
                 with the results obtained from inquiries, a reading of such
                 general accounting records and other procedures specified in
                 such letter and have found such dollar amounts, percentages
                 and other financial information to be in agreement with such
                 results, except as otherwise specified in such

 

   13
                                                                              13

         letter.  All financial statements and schedules included in material
         incorporated by reference into the Prospectus shall be deemed included
         in the Prospectus.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as they reasonably request.

                 6.  Indemnification and Contribution.  (a)  The Company will
indemnify and hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Company by any Underwriter through the Representatives, if any,
specifically for use therein.

                 (b)  Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or any related preliminary prospectus or

 

   14
                                                                              14

preliminary prospectus supplement, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives, if any, specifically
for use therein, and will reimburse any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred.

                 (c)  Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above.  In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.

                 (d)  If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in

 

   15
                                                                              15

subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations.  The
relative benefits received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by the
Underwriters.  The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission.  The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of
this subsection (d).  Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

 

   16
                                                                              16

                 (e)  The obligations of the Company under this Section shall
be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations of
the Underwriters under this Section shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who has signed the Registration Statement and to each person, if any,
who controls the Company within the meaning of the Act.

                 7.  Default of Underwriters.  If any Underwriter or
Underwriters default in their obligations to purchase Securities under the
Terms Agreement and the aggregate principal amount of the Securities that such
defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the total principal amount of the Securities, the Representatives
may make arrangements satisfactory to the Company for the purchase of such
Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters
shall be obligated severally, in proportion to their respective commitments
under this Agreement and the Terms Agreement, to purchase the Securities that
such defaulting Underwriters agreed but failed to purchase.  If any Underwriter
or Underwriters so default and the aggregate principal amount of the Securities
with respect to which such default or defaults occur exceeds 10% of the total
principal amount of the Securities and arrangements satisfactory to the
Representatives and the Company for the purchase of such Securities by other
persons are not made within 36 hours after such default, such Terms Agreement
will terminate without liability on the part of any nondefaulting Underwriter
or the Company, except as provided in Section 8.  As used in this Agreement,
the term "Underwriter" includes any person substituted for an Underwriter under
this Section.  Nothing herein will relieve a defaulting Underwriter from
liability for its default.  The respective commitments of the several
Underwriters for the purposes of this Section shall be determined without
regard to reduction in the respective Underwriters' obligations to purchase the
principal amounts of the Securities set forth opposite their names in the Terms
Agreement as a result of

 

   17
                                                                              17

Delayed Delivery Contracts entered into by the Company.

                 The foregoing obligations and agreements set forth in this
Section will not apply if the Terms Agreement specifies that such obligations
and agreements will not apply.

                 8.  Survival of Certain Representations and Obligations.  The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results
thereof, made by or on behalf of any Underwriter, the Company or any of their
respective representatives, officers or directors or any controlling person,
and will survive delivery of and payment for the Securities.  If the Terms
Agreement is terminated pursuant to Section 7 or if for any reason the purchase
of the Securities by the Underwriters under the Terms Agreement is not
consummated, the Company shall remain responsible for the expenses to be paid
or reimbursed by it pursuant to Section 4 and the respective obligations of the
Company and the Underwriters pursuant to Section 6 shall remain in effect.  If
the purchase of the Securities by the Underwriters is not consummated for any
reason other than because of the termination of the Terms Agreement pursuant to
Section 7 or the occurrence of any event specified in Section 5(b), the Company
will reimburse the Underwriters for all out-of-pocket expenses (including fees
and disbursements of counsel) reasonably incurred by them in connection with
the offering of the Securities.

                 9.  Notices.  All communications hereunder will be in writing
and, if sent to the Underwriters, will be mailed, delivered or telegraphed and
confirmed to them at their addresses furnished to the Company in writing for
the purpose of communications hereunder or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at Eighth and Eaton
Avenues, Bethlehem, Pennsylvania 18018, Attention:  Treasurer.

                 10.  Successors.  This Agreement will inure to the benefit of
and be binding upon the Company and such Underwriters as are identified in the
Terms Agreement and their

 

   18
                                                                              18

respective successors and the officers and directors and controlling persons
referred to in Section 6, and no other person will have any right or obligation
hereunder.

                 11.  Applicable Law.  This Agreement and the Terms Agreement
shall be governed by, and construed in accordance with, the laws of the State
of New York.

 

   19

                                                                               1

                                                                         ANNEX I
                           UNION PACIFIC CORPORATION
                                  ("Company")

                                Debt Securities

                                TERMS AGREEMENT

                                                                            , 19

Union Pacific Corporation
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018

Attention:

Dear Sirs:

                 [On behalf of the several Underwriters named in Schedule A
hereto and for their respective accounts, we--We] offer to purchase, on and
subject to the terms and conditions of the Underwriting Agreement filed as an
exhibit to the Company's registration statement on Form S-3 (No. 33-     )
("Underwriting Agreement"), the following securities ("Securities") on the
following terms:

         TITLE:  [   %] [Floating Rate]--Notes--Debentures--Bonds--Due
.

         PRINCIPAL AMOUNT:  $         .

         INTEREST:  [   % per annum, from              , 19  , payable
             semiannually on              and              commencing , 19  ,
             to holders of record on the preceding or             , as the case
             may be.] [Zero coupon.]

         MATURITY:               , 19  .

         OPTIONAL REDEMPTION:

         SINKING FUND:

   20
                                                                               2

         DELAYED DELIVERY CONTRACTS:  [None.] [Delivery Date[s] shall be
   , 19  .  Underwriter['s][s'] fee is % of the principal amount of the
   Contract Securities.]

         PURCHASE PRICE:     % of principal amount plus accrued interest[, if
any,] from              , 19  .

         EXPECTED REOFFERING PRICE:     % of principal amount, subject to
change by the undersigned.

         CLOSING:           A.M. on              , 19  , at
            , in same day funds.

         NAME[S] AND ADDRESS[ES] OF REPRESENTATIVE[S]:

                 The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.

                 [If appropriate, insert--It is understood that we may, with
your consent, amend this offer to add additional Underwriters and reduce the
aggregate principal amount to be purchased by the Underwriters listed in
Schedule A hereto by the aggregate principal amount to be purchased by such
additional Underwriters.]

                 The provisions of the Underwriting Agreement are incorporated
herein by reference [If appropriate, insert--, except that the obligations and
agreements set forth in Section 7 ("Default of Underwriters") of the
Underwriting Agreement shall not apply to the obligations of the Underwriters
to purchase the above Securities] [If appropriate, insert--, except that the
provisions of Section    are amended as follows:      ].

                 The Securities will be made available for checking and
packaging at the office of                 at least 24 hours prior to the
Closing Date.

   21
                                                                               3

                 [Please signify your acceptance of our offer by signing the
enclosed response to us in the space provided and returning it to us by mail or
hand delivery.]

                 [Please signify your acceptance of the foregoing by return
wire not later than      P.M. today.]

                                    Very truly yours,

                                          [Insert name(s) of Representatives or
                                          Underwriters]
                                          [On behalf of--themselves--itself--and
                                          as Representative[s] of the
                                          Several] [As] [Underwriter[s]]
                                    [By [lead manager]]

                                          By 
                                            ------------------------------------
                                                                  [Insert Title]

                 If the Securities are denominated in a currency other than
United States dollars, make appropriate modifications to provisions of Terms
Agreement (e.g., type of funds specified under "Closing") and consider
including in the Terms Agreement such changes and additions to the Underwriting
Agreement as may be appropriate in the circumstances, e.g., expanding Section
4(h) to cover debt securities denominated in the currency in which the
Securities are denominated, expanding Section 5(c)(iv) to cover a banking
moratorium declared by authorities in the country of such currency, expanding
Section 5(c)(v) to cover a change or prospective change in, or governmental
action affecting, exchange controls applicable to such currency, and modifying
Section 5(d) to permit a statement to the effect that enforcement of the
Indenture and the Securities is subject to provisions of law which may require
that a judgment for money damages rendered by a court in the United States be
expressed only in United States dollars and appropriate exceptions as to any
provisions requiring payment of additional amounts.  Also consider requiring an
opinion of counsel for the Company confirming information as to United States
tax matters in the Prospectus and an opinion of foreign counsel for the Company
regarding such matters as foreign consents, approvals, authorizations,
licenses, waivers, withholding taxes, transfer or stamp taxes and any
information as to foreign laws in the Prospectus.

   22
                                                                               4

                                   SCHEDULE A

                                                                Principal
                 Underwriter                                    Amount
                     
                     $

                                                                 
$      Total ...........................                         ___________
                                                                 ___________

   23
                                                                              5

To:  [Insert name(s) of Representatives or Underwriters]
            As [Representative[s] of the Several] Underwriter[s],
               [c/o [name and address of
                           lead manager]]

We accept the offer contained in your [letter] [wire], dated , 19  , relating
             to $           million principal amount of our [Insert title of
             Securities].  We also confirm that, to the best of our knowledge
             after reasonable investigation, the representations and warranties
             of the undersigned in the Underwriting Agreement filed as an
             exhibit to the undersigned's registration statement on Form S-3
             (No. 33-     ) ("Underwriting Agreement") are true and correct, no
             stop order suspending the effectiveness of the Registration
             Statement (as defined in the Underwriting Agreement) or of any
             part thereof has been issued and no proceedings for that purpose
             have been instituted or, to the knowledge of the undersigned, are
             contemplated by the Securities and Exchange Commission and,
             subsequent to the respective dates of the most recent financial
             statements in the Prospectus (as defined in the Underwriting
             Agreement), there has been no material adverse change in the
             financial position or results of operations of the undersigned and
             its subsidiaries except as set forth in or contemplated by the
             Prospectus.

                                        Very truly yours,

                                        Union Pacific Corporation

                                        By
                                          -----------------------
                                        [Insert Title]

   24

                                                                        ANNEX II

(Three copies of this Delayed Delivery Contract should be signed and returned
to the address shown below so as to arrive not later than 9:00 A.M., New York
time, on ___________________    , 199 .)1

                           DELAYED DELIVERY CONTRACT

                                                                          [date]

UNION PACIFIC CORPORATION
 c/o [name and address of
         lead manager]

Gentlemen:

                 The undersigned hereby agrees to purchase from Union Pacific
Corporation, a Utah corporation ("Company"), and the Company agrees to sell to
the undersigned, [If one delayed closing, insert--as of the date hereof, for
delivery on        , 19 ("Delivery Date")]

                               [$] ..............

principal amount of the Company's [Insert title of securities] ("Securities"),
offered by the Company's Prospectus dated           , 19   and a Prospectus
Supplement dated           , 19   relating thereto, receipt of copies of which
is hereby acknowledged, at    % of the principal amount thereof plus accrued
interest, if any, and on the further terms and conditions set forth in this
Delayed Delivery Contract ("Contract").

                 [If two or more delayed closings, insert the following:

                 The undersigned will purchase from the Company as of the date
hereof, for delivery on the dates set forth

____________________

     1Insert date which is third full business day prior to
Closing Date under the Terms Agreement.

   25
                                                                              2

below, Securities in the principal amounts set forth below:

                Delivery Date                   Principal Amount

         -----------------------------           -------------

         -----------------------------           -------------         

Each of such delivery dates is hereinafter referred to as a Delivery Date.]

                 Payment for the Securities that the undersigned has agreed to
purchase for delivery on--the--each--Delivery Date shall be made to the Company
or its order in same day funds at the office of
at
                 .M. on--the--such--Delivery Date upon delivery to the 
undersigned of the Securities to be purchased by the undersigned--for delivery 
on such Delivery Date--in definitive fully registered form and in such 
denominations and registered in such names as the undersigned may designate 
by written or telegraphic communication addressed to the Company not less than 
five full business days prior to-- the--such--Delivery Date.

                 It is expressly agreed that the provisions for delayed
delivery and payment are for the sole convenience of the undersigned; that the
purchase hereunder of Securities is to be regarded in all respects as a
purchase as of the date of this Contract; that the obligation of the Company to
make delivery of and accept payment for, and the obligation of the undersigned
to take delivery of and make payment for, Securities on--the--each--Delivery
Date shall be subject only to the conditions that (1) investment in the
Securities shall not at--the--such--Delivery Date be prohibited under the laws
of any jurisdiction in the United States to which the undersigned is subject
and (2) the Company shall have sold to the Underwriters the total principal
amount of the Securities less the principal amount thereof covered by this and
other similar Contracts.  The undersigned represents that its investment in the
Securities is not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and which governs such
investment.

                 Promptly after completion of the sale to the Underwriters the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect,

   26
                                                                              3

accompanied by a copy of the opinion of counsel for the Company delivered to
the Underwriters in connection therewith.

                 This Contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.

                 It is understood that the acceptance of any such Contract is
in the Company's sole discretion and, without limiting the foregoing, need not
be on a first-come, first-served basis.  If this Contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below and
mail or deliver one of the counterparts hereof to the undersigned at its
address set forth below.  This will become a binding contract between the
Company and the undersigned when such counterpart is so mailed or delivered.

                                           Yours very truly,

                                             ----------------------------------
                                                     (Name of Purchaser)

                                             By  
                                                -------------------------------
                                                  
                                                      -------------------------
                                                       (Title of Signatory)

                                                   ----------------------------

                                                   ----------------------------
                                                      (Address of Purchaser)

Accepted, as of the above date.

UNION PACIFIC CORPORATION

   By 
      --------------------------
                  [Insert Title]

   1

                           UNION PACIFIC CORPORATION

                         Medium-Term Notes, Series [ ]

                             Distribution Agreement

[Date]

[Agents
   Addresses]

Dear Sirs:

                 Union Pacific Corporation, a Utah corporation (the "Company"),
hereby sets forth its agreement with [Names of Agent or Agents] ([each an]
[the] "Agent" [and collectively the "Agents"]), pursuant to this Distribution
Agreement (the "Agreement"), to provide for certain arrangements relating to
the issue and sale from time to time by the Company of up to $
aggregate principal amount of its medium-term notes registered under the
registration statement referred to in Section 1(a) hereof (any such medium-term
notes being hereinafter referred to as the "Securities"), subject to reduction
as a result of the sale after the date hereof of certain other Registered
Securities (as defined in Section 1(a)).

                 The Company proposes to issue and sell from time to time
varying principal amounts of the Securities.  The Securities will have varying
designations, interest rates and times of payment of any interest, maturities
and other terms established from time to time by the Company and set forth in
the prospectus referred to in Section 1(a) hereof as such may be supplemented
or amended from time to time. The Securities are to be issued under, and the
terms thereof established pursuant to, an Indenture dated as of March 1, 1994
(the "Indenture"), between the Company and Citibank, N.A., as trustee (the
"Trustee"). Pursuant to the terms of

 

   2
                                                                               2

the Indenture, Citibank, N.A., will initially act as Paying Agent and Security
Registrar for the Securities.

                 1.  Representations and Warranties of the Company.  The
Company represents and warrants to and agrees with [each of] the Agent[s] as of
the date hereof, as of each Settlement Date hereinafter referred to, and as of
the times referred to in Sections 6(a) and 6(b) hereof (in each such case, a
"Representation Date"), that:

                 (a) the registration statement on Form S-3 (File No. 33-     ),
         including a prospectus which relates to varying principal amounts
         of debt securities, including the Securities (collectively, the
         "Registered Securities"), was filed with the Securities and Exchange
         Commission (the "Commission") and has become effective.  The term
         "Effective Date" shall mean with respect to such registration
         statement and with respect to each post-effective amendment thereto,
         the date such registration statement or amendment became or becomes
         effective.  Such registration statement is hereinafter referred to as
         the "Registration Statement", and such prospectus, including all
         material incorporated by reference therein, is hereinafter referred to
         as the "Prospectus".  Any reference to the Registration Statement or
         the Prospectus as amended or supplemented shall be deemed to refer to
         such documents as amended or supplemented in relation to the
         Securities and shall be deemed to refer to and include any documents
         which are filed under the Securities Exchange Act of 1934, as amended
         (the "Exchange Act"), after the date of the Registration Statement or
         the Prospectus to which such amendment or supplement relates and which
         are incorporated therein by reference; and

                 (b) the Registration Statement, as of the Effective Date,
         conformed, and the Registration Statement and the Prospectus, as
         amended and supplemented as of any applicable Representation Date,
         conforms or will conform, in all material respects, to the
         requirements of the Securities Act of 1933, as amended (the "Act"),
         the Exchange Act, where applicable, the Trust Indenture Act of 1939,
         as amended (the "Trust Indenture Act"), and the rules and regulations
         (the "Rules and Regulations") of the

 

   3
                                                                               3

         Commission, in each case as then in effect; neither the Registration
         Statement on the Effective Date, nor the Registration Statement or the
         Prospectus as amended and supplemented as of any applicable
         Representation Date, did or will include any untrue statement of a
         material fact, or omit to state any material fact necessary to make
         the statements therein, in the light of the circumstances under which
         they were made, not misleading, except that the representations and
         warranties contained in this paragraph do not apply to (i) statements
         or omissions in the Registration Statement or the Prospectus, or any
         such amendment or supplement, based upon written information furnished
         to the Company by the Trustee expressly for use therein; (ii) the
         Statement of Eligibility and Qualification under the Trust Indenture
         Act on Form T-1 of the Trustee, filed as an exhibit to the
         Registration Statement, except statements or omissions in such
         Statement of Eligibility made in reliance upon information furnished
         to the Trustee by or on behalf of the Company expressly for use
         therein; and (iii) statements in or omissions from any such documents
         made in reliance upon and in conformity with information furnished in
         writing to the Company by [the] [any] Agent expressly for use therein.

                 2.  Employment to Solicit Purchases; Purchases by the
Agent[s]; Offering.  (a)  Subject to the terms and conditions and on the basis
of the representations and warranties set forth herein, the Company agrees to
appoint [each of] you as its agent to solicit offers for the purchase of all or
part of the Securities and [each of] you[, severally and not jointly,]
agree[s], as agent of the Company, to use your best efforts to solicit such
offers.  The Company agrees that whenever it determines to sell Securities
directly to you as principal for resale to others it will, at your request,
enter into a Terms Agreement relating to such sale in accordance with the
provisions of Section 2(b) hereof.  The Company agrees to pay [each of] the
Agent[s] the commissions set forth in Schedule I hereto as compensation for
Securities purchased as a result of solicitations made by [such] [the] Agent
[,provided that the Company shall not be liable to more than one Agent for
commissions with respect to any sale].  The Agent[s] shall communicate to the
Company, by telephone, each offer to

 

   4
                                                                               4

purchase Securities other than those rejected by the Agent[s].  The Company
shall have the right, in its sole discretion, to accept offers to purchase
Securities and may reject any proposed purchase of Securities as a whole or in
part.  [Each of the] [The] Agent[s] shall have the right, in its discretion
reasonably exercised, to reject any proposed purchase of Securities, as a whole
or in part, and any such rejection shall not be deemed a breach of its
agreements and obligations herein.  Administrative procedures with respect to
the sale of Securities shall be agreed upon in writing from time to time by the
Company and the Agent[s] (the "Procedures") and shall be initially as agreed
upon in writing as of the Closing Date (as defined below).  [Each of the] [The]
Agent[s] and the Company agree[s] to perform [its] [their] respective duties
and obligations provided for herein and in the Procedures.  The Procedures may
only be amended by the Company and the Agent[s] by written agreement.  The
Company reserves the right, in its sole discretion, to instruct the Agent[s] to
suspend solicitations of offers to purchase Securities at any time for any
period of time or permanently.  Upon receipt of such instruction, the Agent[s]
will forthwith suspend solicitation of offers to purchase Securities until such
time as the Company has advised the Agent[s] that such solicitation may be
resumed.

                 (b)  Each sale of Securities to [each of] you as principal
shall be made in accordance with the terms of this Agreement and, at your
request, a separate agreement which will provide for the sale of such
Securities to, and the purchase and reoffering thereof by, you.  Each such
separate agreement (which shall be substantially in the form of Exhibit A
hereto and which may take the form of an exchange of any standard form of
written telecommunication between you and the Company) is herein referred to as
a "Terms Agreement".  Your commitment to purchase Securities pursuant to any
Terms Agreement shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth.  Each Terms Agreement
shall specify the principal amount of Securities to be purchased by you
pursuant thereto, the price to be paid to the Company for such Securities, the
initial public offering price, if any, at which the Securities are proposed to
be reoffered and the time and place of delivery of any payment for such

 

   5
                                                                               5

Securities (each such time, as well as any delivery date under the Procedures,
a "Settlement Date").  Such Terms Agreement shall also specify any requirements
for an opinion of counsel, officers' certificate and letter from Deloitte &
Touche pursuant to Section 5 hereof.

                 (c)  All activities of the Agent[s] pursuant to this Agreement
shall be in accordance with all applicable provisions of the Act, the Exchange
Act, the Rules and Regulations, all applicable state securities or Blue Sky
laws, and all applicable provisions of the rules of the National Association of
Securities Dealers, Inc.

                 (d)  So long as this Agreement shall remain in effect with
respect to [any] [the] Agent, the Company shall not, without the consent of
[any such] [the] Agent, solicit or accept offers to purchase Securities
otherwise than through [one of] the Agent[s] (except as contemplated by Section
2(b) hereof); provided, however, that, subject to all the terms and conditions
of this Agreement and any agreement contemplated by Section 2(b) hereof, the
foregoing shall not be construed to prevent the Company from (i) selling at any
time any Securities in a firm commitment underwriting pursuant to an
underwriting agreement that does not provide for a continuous offering of such
Securities, (ii) making any direct sales of Securities to entities which are
not brokers and are purchasing only for investment purposes and not for resale
or (iii) selling Securities to or through an agent, other than [an] [the]
Agent, where the Company has entered into an agreement with such agent with
substantially identical terms, conditions and obligations as this Agreement.

                 3.  Closing Date.  The documents required to be delivered
pursuant to Section 5 hereof shall be delivered at the offices of Cravath,
Swaine & Moore, 825 Eighth Avenue, New York, N.Y. 10019, on the date hereof, or
at such other time as the Company and the Agent[s] may agree upon in writing
(the "Closing Date").

 

   6
                                                                               6

                 4.  Covenants of the Company.  In connection with each
offering of Securities, the Company covenants and agrees with the Agent[s]
that:

                 (a)  The Company will advise the Agent[s] promptly of any
proposal to amend or supplement the Registration Statement or the Prospectus,
will afford the Agent[s] a reasonable opportunity to comment on any such
proposed amendment or supplement and will not effect such amendment or
supplement without the consent of the Agent[s] (which will not be unreasonably
withheld).  The Company will also advise the Agent[s] of the filing of any such
amendment or supplement and of the institution by the Commission of any stop
order proceedings in respect of the Registration Statement, and will use its
best efforts to prevent the issuance of any such stop order and to obtain as
soon as possible the lifting of any such order.

                 (b)  If at any time when a prospectus relating to the
Securities is required to be delivered under the Act any event occurs as a
result of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it shall be necessary, in the
opinion of the Company or in the reasonable opinion of counsel for the
Agent[s], to amend or supplement the Registration Statement or the Prospectus
to comply with the Act or the Rules and Regulations, the Company will notify
the Agent[s] promptly to suspend solicitation of purchases of the Securities;
and, forthwith upon receipt of such notice, the Agent[s] shall suspend [its]
[their] solicitation of purchases of the Securities and shall cease using the
prospectus which has been most recently distributed to the Agent[s] by the
Company; and, if the Company shall decide to amend or supplement the
Registration Statement or the Prospectus, it will promptly advise the Agent[s]
by telephone (with confirmation in writing) and will promptly prepare and file
with the Commission an amendment or supplement which will correct such
statement or omission, or an amendment which will effect such compliance, and
will advise the Agent[s] when the Agent[s] [are] [is] free to resume such
solicitation.  Notwithstanding the foregoing, if, at the time of any
notification to suspend solicitations, [any]

 

   7
                                                                               7

[the] Agent shall own any of the Securities with the intention of reselling
them, or the Company has accepted an offer to purchase Securities but the
related settlement has not occurred, the Company, subject to the provisions of
subsection (a) of this Section, will promptly prepare and file with the
Commission an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance.

                 (c)  So long as a prospectus relating to the Securities is
required to be delivered, or may in the future be required to be delivered,
under the Act, on or prior to the date on which the Company makes an
announcement to the general public concerning earnings or concerning any other
event which is required to be described, or which the Company proposes to
describe, in a document filed pursuant to the Exchange Act, the Company will
furnish the information contained or to be contained in such announcement to
[each] [the] Agent, confirmed in writing, and, if the provisions of subsections
(a) and (b) of this Section would so require, will subsequently cause the
Prospectus to be amended or supplemented to reflect the information contained
in such announcement.  The Company also will furnish [each] [the] Agent with
copies of all other press releases or announcements to the general public.  The
Company will immediately notify [each] [the] Agent of any downgrading in the
rating of the Securities or any other debt securities of the Company, or any
proposal to downgrade the rating of the Securities or any other debt securities
of the Company, by any "nationally recognized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Act), as soon as the Company
learns of such downgrading or proposal to downgrade.

                 (d)  The Company will furnish to Cravath, Swaine & Moore,
counsel for the Agent[s], one copy of the signed Registration Statement,
including all exhibits, relating to the Securities in the form it became
effective and of all amendments thereto and will furnish to [each] [the] Agent
copies of the Registration Statement, the Prospectus, and all amendments and
supplements to such documents, in each case as soon as available and in such
quantities as [such] [the] Agent may reasonably request.

                 (e)  The Company will use its best efforts to

 

   8
                                                                               8

arrange for the qualification of the Securities for sale under the laws of such
jurisdictions as the Agent[s] may designate and will continue such
qualifications in effect so long as required for the distribution, and the
Company will use its best efforts to arrange for the determination of their
eligibility for investment by institutional investors;  provided, however, that
the Company shall not be required to qualify to do business in any jurisdiction
where it is not now qualified or to take any action which would subject it to
general or unlimited service of process in any jurisdiction where it is not now
subject.

                 (f)  As soon as practicable, the Company will make generally
available to its security holders and to the Agent[s] an earnings statement or
statements of the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.

                 (g)  The Company will pay all expenses incident to the
performance of its obligations under this Agreement, will reimburse the
Agent[s] for any expenses (including fees and disbursements of counsel)
incurred by [it] [them] in connection with qualification of the Securities for
sale and determination of their eligibility for investment under the laws of
such jurisdictions as the Agent[s] may designate and will pay the expenses of
printing all documents relating to the offering and of the mailing and
delivering of copies thereof to the Agent[s] and any fees charged by investment
rating agencies for rating the Securities.  Except as otherwise provided herein
and in Section 11 hereof, the Agent[s] will pay all their own costs and
expenses, other than fees and costs of their counsel, which will be paid by the
Company.

                 (h)  Between the date of any Terms Agreement and the
Settlement Date with respect to such Terms Agreement, the Company will not,
without the Agent[s']['s] prior consent, offer or sell, or enter into any
agreement to sell (other than, in any such case, a sale through [an] [the]
Agent) any debt securities of the Company with terms substantially similar to
the Securities which are to be sold pursuant to such Terms Agreement (other
than such Securities and commercial paper sold in the ordinary course of
business), except as may otherwise be provided in any such Terms Agreement.

 

   9
                                                                               9

                 5.  Conditions.  The obligations of the Agent[s] to proceed
hereunder shall be subject to the condition that all representations and
warranties of the Company herein are, at and as of the date hereof, as of the
Closing Date, as of each Settlement Date with respect to any applicable Terms
Agreement and as of each Settlement Date under the Procedures, true and
correct, the condition that the Company shall have performed all its
obligations hereunder theretofore to be performed, and the following additional
conditions:

                 (a)  Neither the Registration Statement nor the Prospectus, as
amended or supplemented as of any Representation Date, shall contain any untrue
statement of fact which is material or omit to state a fact which is material
and is required to be stated therein or is necessary to make the statements
therein not misleading.

                 (b)  On or within five days prior to the Closing Date, the
Agent[s] shall have received a letter, dated the date of delivery thereof, of
Deloitte & Touche, or a successor firm, confirming that they are independent
public accountants within the meaning of the Act and the applicable published
Rules and Regulations thereunder and stating in effect that:

                 (i) in their opinion, the financial statements and schedules
         examined by them and included in the Prospectus contained in the
         Registration Statement relating to the Securities, as amended at the
         date of such letter, comply in form in all material respects with the
         applicable accounting requirements of the Act and the related
         published Rules and Regulations;

                 (ii) on the basis of a reading of the latest available interim
         financial statements of the Company, inquiries of officials of the
         Company who have responsibility for financial and accounting matters
         and other specified procedures, nothing came to their attention that
         caused them to believe that the unaudited financial statements, if
         any, included in such Prospectus do not comply in form in all material
         respects with the applicable accounting requirements of the Act and
         the related published Rules and Regulations or are not in conformity
         with generally accepted

 

   10
                                                                              10

         accounting principles applied on a basis substantially consistent with
         that of the audited financial statements included in such Prospectus;
         and

                 (iii) they have compared specified dollar amounts (or
         percentages derived from such dollar amounts) and other financial
         information contained in such Prospectus (in each case to the extent
         that such dollar amounts, percentages and other financial information
         are contained in the general accounting records of the Company and its
         subsidiaries subject to the internal controls of the Company's
         accounting system or are derived directly from such records by
         analysis or computation) with the results obtained from inquiries, a
         reading of such general accounting records and other procedures
         specified in such letter and have found such dollar amounts,
         percentages and other financial information to be in agreement with
         such results, except as otherwise specified in such letter.

                 All financial statements and schedules included in material
incorporated by reference into such Prospectus shall be deemed included in such
Prospectus for purposes of this subsection.

                 (c)  No stop order suspending the effectiveness of the
Registration Statement or of any part thereof shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Company or [any] [the] Agent, shall be contemplated by the Commission.

                 (d)  There shall not have occurred (i) any change, or any
development involving a prospective change, in or affecting particularly the
business or properties of the Company or its subsidiaries which, in the
judgment of [any] [the] Agent, materially impairs the investment quality of the
Securities; (ii) any downgrading in the rating of the Company's debt securities
by Moody's Investors Service, Inc., or Standard & Poor's Corporation; (iii) any
suspension or limitation of trading in securities generally on the New York
Stock Exchange, or any suspension of trading of any securities of the Company
on any exchange or in the over-the-counter market; (iv) any banking moratorium
declared by Federal or New York authorities; or (v) any outbreak or escalation
of major hostilities in which the United States

 

   11
                                                                              11

is involved, any declaration of war by Congress or any other substantial
national or international calamity or emergency if, in the judgment of [any]
[the] Agent, the effect of any such outbreak, escalation, declaration, calamity
or emergency makes it impractical or inadvisable to proceed with completion of
the sale of and payment for the Securities.

                 (e)  The Agent[s] shall have received the following:

                 (i)  An opinion, dated the Closing Date, of the Senior Vice
         President and General Counsel or the Assistant General Counsel of the
         Company, or other counsel satisfactory to the Agent[s], to the effect
         that:

                          (A) the Company has been duly incorporated and is an
                 existing corporation in good standing under the laws of the
                 State of Utah, with corporate power and authority to own its
                 properties and conduct its business as described in the
                 Prospectus; and the Company is duly qualified to do business
                 as a foreign corporation in good standing in all other
                 jurisdictions in which it owns or leases substantial
                 properties;

                          (B) the Indenture has been duly authorized, executed
                 and delivered by the Company and has been duly qualified under
                 the Trust Indenture Act; the Securities have been duly
                 authorized; the Indenture constitutes, and the Securities,
                 when executed, authenticated, issued and delivered in the
                 manner provided in the Indenture and sold pursuant to this
                 Agreement or any Terms Agreement, will constitute, valid and
                 legally binding obligations of the Company, enforceable in
                 accordance with their terms, subject, as to enforcement, to
                 bankruptcy, insolvency, reorganization and other laws of
                 general applicability relating to or affecting creditors'
                 rights and to general equity principles; and the Securities,
                 when so issued and delivered and sold, will conform to the
                 description thereof contained in the Prospectus;

 

   12
                                                                              12

                          (C) no consent, approval, authorization or order of,
                 or filing with, any governmental agency or body or any court
                 is required for the consummation of the transactions
                 contemplated by this Agreement or any Terms Agreement, except
                 (i) such as have been obtained and made under the Act and the
                 Trust Indenture Act and (ii) such as may be required under
                 state securities laws in connection with the issuance or sale
                 of the Securities by the Company;

                          (D) the execution, delivery and performance of the
                 Indenture, this Agreement and any Terms Agreement and the
                 issuance and sale of the Securities and compliance with the
                 terms and provisions thereof will not result in a breach or
                 violation of any of the terms and provisions of, or constitute
                 a default under, any statute, any rule, regulation or order of
                 any governmental agency or body or any court having
                 jurisdiction over the Company or any of its properties or any
                 agreement or instrument to which the Company is a party or by
                 which the Company is bound or to which any of the properties
                 of the Company is subject, or the charter or By-laws of the
                 Company, and the Company has full power and authority to
                 authorize, issue and sell the Securities as contemplated by
                 this Agreement and any Terms Agreement;

                          (E) the Registration Statement has become effective
                 under the Act, and, to the best of the knowledge of such
                 counsel, no stop order suspending the effectiveness of the
                 Registration Statement or of any part thereof has been issued
                 and no proceedings for that purpose have been instituted or
                 are pending or contemplated under the Act, and the
                 Registration Statement, as of the Effective Date, the
                 Registration Statement and the Prospectus as amended or
                 supplemented, as of the Closing Date, and any further
                 amendment or supplement thereto, as of its date, complied as
                 to form in all material respects with the requirements of the
                 Act, the Trust Indenture Act and the Rules and Regulations;
                 such counsel has no reason to believe that such Registration

 

   13
                                                                              13

                 Statement, as of the Effective Date, the Registration
                 Statement or the Prospectus as amended or supplemented, as of
                 the Closing Date, or any such amendment or supplement, as of
                 its date, contained any untrue statement of a material fact or
                 omitted to state any material fact required to be stated
                 therein or necessary to make the statements therein not
                 misleading; the descriptions in the Registration Statement and
                 the Prospectus as amended or supplemented of statutes, legal
                 and governmental proceedings and contracts and other documents
                 fairly present the information required to be shown; and such
                 counsel does not know of any legal or governmental proceedings
                 required to be described in the Prospectus as amended or
                 supplemented which are not described as required or of any
                 contracts or documents of a character required to be described
                 in the Registration Statement or the Prospectus as amended or
                 supplemented or to be filed as exhibits to the Registration
                 Statement which are not described and filed as required, it
                 being understood that such counsel need express no opinion as
                 to the financial statements or other financial data contained
                 in the Registration Statement or the Prospectus as amended or
                 supplemented; and

                       (F) this Agreement has been duly authorized, executed 
                 and delivered by the Company.

                 In rendering his opinion pursuant to this paragraph, such
         counsel may rely, as to all matters governed by Utah law, on the
         opinion of Steven A. Goodsell, Esq., or other Utah counsel
         satisfactory to the Agent[s], a copy of which shall be provided
         concurrently with the opinion of such Senior Vice President and
         General Counsel, Assistant General Counsel or other counsel.

                 (ii)  Such opinion or opinions, dated the Closing Date,
         relating to this Agreement of Cravath, Swaine & Moore, counsel for the
         Agent[s], with respect to the incorporation of the Company, the
         validity of the Securities, the Indenture, the Registration Statement,

   14
                                                                              14

         the Prospectus and other related matters as the Agent[s] may require,
         and the Company shall have furnished to such counsel such documents as
         they request for the purpose of enabling them to pass upon such
         matters.  In rendering such opinion, Cravath, Swaine & Moore may rely,
         as to all matters governed by Utah law, upon the opinion of Mr.
         Goodsell or such other counsel referred to above.

                 (iii)  A certificate of the Chairman, the President, any
         Senior Vice President, any Vice President or the Treasurer and a
         principal financial or accounting officer of the Company, dated the
         Closing Date, in which such officers, to the best of their knowledge
         after reasonable investigation, shall state that the representations
         and warranties of the Company in this Agreement are true and correct
         in all material respects on and as of such Closing Date with the same
         effect as if made on such Closing Date, that the Company has complied
         with all agreements and satisfied all conditions on its part to be
         performed or satisfied at or prior to such Closing Date, that no stop
         order suspending the effectiveness of the Registration Statement has
         been issued and no proceedings for that purpose have been instituted
         and are pending or, to their knowledge, threatened as of such date,
         and that, subsequent to the dates of the most recent financial
         statements included or incorporated by reference in the Prospectus as
         amended or supplemented, there has been no material adverse change in
         the financial position or results of operations of the Company and its
         subsidiaries, viewed as a whole, except as set forth or contemplated
         in the Prospectus as amended or supplemented or as described in such
         certificate.

                 (iv)  If [any] [the] Agent shall so request, as of any
         Settlement Date with respect to any applicable Terms Agreement, a
         letter, dated as of such Settlement Date, of Deloitte & Touche or a
         successor firm reconfirming the matters set forth in their letter
         delivered to the Agent[s] pursuant to Section 5(b) hereof.

 

   15
                                                                              15

                 6.  Additional Covenants of the Company.  The Company agrees 
         that:

                 (a) each acceptance by it of an offer for the purchase of
         Securities hereunder shall be deemed to be an affirmation that no stop
         order suspending the effectiveness of the Registration Statement shall
         have been issued and no proceedings for that purpose shall have been
         instituted or shall be pending or, to the Company's knowledge,
         threatened at the time of such acceptance and that the representations
         and warranties of the Company contained in this Agreement are true and
         correct at and as of the time of such acceptance and an undertaking
         that no such stop order or proceeding shall have been issued or
         instituted or shall be pending or, to the Company's knowledge,
         threatened and that such representations and warranties will be true
         and correct at the time of delivery to the purchaser or the
         purchaser's agent of the Securities relating to such acceptance, as
         though made at and as of each such time (except that such statement
         and such representations and warranties shall be deemed to relate to
         the Registration Statement and the Prospectus as amended and
         supplemented to each such time) provided that no representations and
         warranties shall be made with respect to the matters set forth in
         subclauses (i), (ii) and (iii) of Section 1(b) of this Agreement; and
         each such acceptance by the Company of an offer for the purchase of
         Securities shall be deemed to constitute an additional representation,
         warranty and agreement by the Company that, as of the Settlement Date
         for the sale of such Securities, after giving effect to the issuance
         of such Securities, of any other Securities to be issued on or prior
         to such Settlement Date and of any other Registered Securities to be
         issued and sold by the Company on or prior to such Settlement Date,
         the aggregate amount of Registered Securities (including any
         Securities) which have been issued and sold by the Company will not
         exceed the amount of Registered Securities registered pursuant to the
         Registration Statement;

                 (b) so long as a Prospectus relating to the Securities is
         required to be delivered, or may in the future be required to be
         delivered, under the Act, each

 

   16
                                                                              16

         time that the Registration Statement or the Prospectus shall be
         amended or supplemented with respect to the Securities (other than by
         a Pricing Supplement (as such term is defined in the [first]
         supplement to the Prospectus relating to the Securities) or by
         incorporation by reference) the Company shall furnish or cause to be
         furnished forthwith to the Agent[s] a certificate in form satisfactory
         to the Agent[s] to the effect that the statements contained in the
         certificates referred to in Section 5(e)(iii) hereof which were last
         furnished to the Agent[s] are true and correct at the time of such
         amendment or supplement as though made at and as of such time (except
         that such statements shall be deemed to relate to the Registration
         Statement and the Prospectus as amended and supplemented to such
         time);

                 (c) so long as a Prospectus relating to the Securities is
         required to be delivered, or may in the future be required to be
         delivered, under the Act, each time that the Registration Statement or
         the Prospectus shall be amended or supplemented with respect to the
         Securities (other than by a Pricing Supplement or by incorporation by
         reference) the Company shall furnish or cause to be furnished
         forthwith to the Agent[s] a written opinion of the Senior Vice
         President and General Counsel or the Assistant General Counsel of the
         Company, or other counsel satisfactory to the Agent[s], dated the date
         of delivery of such opinion, in form satisfactory to the Agent[s] in
         their reasonable judgment, of the same tenor as the opinion referred
         to in Section 5(e)(i) hereof but modified to relate to the
         Registration Statement and the Prospectus as amended and supplemented
         to the time of delivery of such opinion or, in lieu of such opinion,
         such counsel shall furnish the Agent[s] with a letter to the effect
         that the Agent[s] may rely on such last opinion to the same extent as
         though it were dated the date of such letter authorizing reliance
         (except that statements in such last opinion shall be deemed to relate
         to the Registration Statement and the Prospectus as amended and
         supplemented to the time of delivery of such letter authorizing
         reliance);

                 (d) so long as a Prospectus relating to the

 

   17
                                                                              17

         Securities is required to be delivered, or may in the future be
         required to be delivered, under the Act, each time that the
         Registration Statement or the Prospectus shall be amended or
         supplemented with respect to the Securities to set forth or
         incorporate by reference financial information included in or derived
         from the Company's consolidated financial statements, the Company
         shall cause Deloitte & Touche or a successor firm forthwith to furnish
         the Agent[s] with a letter, dated the date of filing of such amendment
         or supplement with the Commission, in form satisfactory to the
         Agent[s] in their reasonable judgment, of the same tenor as the letter
         referred to in Section 5(b) hereof but modified to relate to the
         Registration Statement and the Prospectus as amended and supplemented
         to the date of such letter with such changes as may be necessary to
         reflect changes in the financial statements and other information
         derived from the accounting records of the Company, to the extent such
         financial statements and other information are available as of a date
         not more than five business days prior to the date of such letter;
         provided that if the Registration Statement or the Prospectus are
         amended or supplemented solely to include or incorporate by reference
         financial information as of and for a fiscal quarter, Deloitte &
         Touche may limit the scope of such letter, which shall be satisfactory
         in form to the Agent[s] in their reasonable judgment, to the unaudited
         financial statements included in such amendment or supplement unless
         any other information included or incorporated by reference therein of
         an accounting, financial or statistical nature is of such a nature
         that, in the reasonable judgment of the Agent[s], such letter should
         cover such other information;

                 (e) the obligations of the purchasers or the Agent[s], as the
         case may be, to purchase and pay for any Securities hereunder will be
         subject to the condition that during the period of time after the
         Company has accepted an offer to purchase Securities pursuant to the
         provisions of the Procedures and prior to the time the purchasers or
         the Agent[s], as the case may be, have made payment for the Securities
         pursuant to the provisions of the Procedures (i) there shall not have
         occurred any material change, or any material

 

   18
                                                                              18

         development involving a prospective change, in or affecting the
         business or properties of the Company and its subsidiaries, viewed as
         a whole, which, in the judgment of the Agent[s], after discussion with
         the Company, materially impairs the investment quality of the
         Securities so as to make it impractical or inadvisable to proceed with
         the offering or the delivery of the Securities as contemplated by the
         Prospectus as supplemented or amended, and (ii) no rating of any of
         the Company's debt securities shall have been lowered by Moody's
         Investor Services, Inc. or Standard & Poor's Corporation;

                 (f) on each Settlement Date for the sale of Securities, the
         Company shall, if requested by [an] [the] Agent that solicited or
         received the offer to purchase any Securities being delivered on such
         Settlement Date, furnish [such] [the] Agent with a written opinion of
         counsel of the Company, dated the date of delivery thereof, in form
         satisfactory to such Agent, to the effect set forth in clauses (A) and
         (B) of Section 5(e)(i) hereof, but modified, as necessary, to relate
         to the Prospectus as amended or supplemented at such Settlement Date
         and except that such opinion shall state that the Securities being
         sold by the Company on such Settlement Date, when delivered against
         payment therefor as provided in the Indenture and this Agreement, will
         have been duly executed, authenticated, issued and delivered and will
         constitute valid and legally binding obligations of the Company
         enforceable in accordance with their terms, subject only to the
         exceptions as to enforcement set forth in clause (B) of Section
         5(e)(i) hereof, and conform to the description thereof contained in
         the Prospectus as amended or supplemented at such Settlement Date; and

                 (g) any obligation of a person who has agreed to purchase
         Securities to make payment for and take delivery of such Securities
         shall be subject to the satisfaction, on the related Settlement Date,
         of each of the conditions set forth in Sections 5(a), (c) and (d), it
         being understood that under no circumstance shall [any] [the] Agent
         have any duty or obligation to exercise the judgment permitted under
         Sections 5(a) or (d) on behalf of any such person.

 

   19
                                                                              19

                 7.  Indemnification and Contribution.  (a)  The Company will
indemnify and hold harmless [each] [the] Agent against any losses, claims,
damages or liabilities, joint or several, to which [such] [the] Agent may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or any related preliminary prospectus or preliminary
prospectus supplement, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
[each] [the] Agent for any legal or other expenses reasonably incurred by
[such] [the] Agent in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by [any] [the] Agent specifically
for use therein.

                 (b)  [Each] [The] Agent will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or any related preliminary prospectus or preliminary
prospectus supplement, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by [such] [the]
Agent specifically for use therein, and will reimburse any legal or other
expenses reasonably incurred by the

 

   20
                                                                              20

Company in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred.

                 (c)  Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above.  In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.

                 (d)  If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Agent[s] on the other from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Agent[s] on the other in
connection with the statements or omissions which resulted in such losses,

 

   21
                                                                              21

claims, damages or liabilities as well as any other relevant equitable
considerations.  The relative benefits received by the Company on the one hand
and the Agent[s] on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total discounts and commissions received by the
Agent[s].  The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Agent[s] and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission.  The amount paid by an indemnified party as
a result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding the provisions of this subsection (d), [no]
[the] Agent shall [not] be required to contribute any amount in excess of the
amount by which the total price at which the Securities purchased through it
and distributed to the public were offered to the public exceeds the amount of
any damages which [such] [the] Agent has otherwise been required to pay by
reason of [such] [the] untrue or alleged untrue statement or omission or
alleged omission.  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  [The Agents'
obligations in this subsection (d) to contribute are several in proportion to
the respective aggregate principal amounts of Securities sold through each and
are not joint.]

                 (e)  The obligations of the Company under this Section shall
be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls [any] [the] Agent within the meaning of the Act; and the obligations
of the Agent[s] under this Section shall be in addition to any liability which
the [respective] Agent[s] may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer

 

   22
                                                                              22

of the Company who has signed the Registration Statement and to each person, if
any, who controls the Company within the meaning of the Act.

                 8.  Default by Company.  If the Company shall default in its
obligation to deliver Securities to a purchaser whose offer it has accepted,
the Company (i) shall hold the Agent[s] harmless against any loss, claim or
damage arising from or as a result of such default by the Company, and (ii) in
particular, shall pay to the Agent[s] any commission to which they would be
entitled in connection with such sale.

                 9.  Status of [Each] [the] Agent.  In soliciting offers to
purchase the Securities from the Company pursuant to this Agreement and in
assuming its other obligations hereunder (other than offers to purchase
pursuant to Section 2(b)), [each] [the] Agent is acting individually and not
jointly and is acting solely as agent for the Company and not as principal.
[Each] [The] Agent will make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Securities from
the Company has been solicited by [such] [the] Agent and accepted by the
Company, but [such] [the] Agent shall have no liability to the Company in the
event any such purchase is not consummated for any reason.

                 10.  Survival of Representations.  The respective indemnities,
agreements, representations, warranties and other statements of the Agent[s]
and the Company set forth in this Agreement or made by them, respectively,
pursuant to this Agreement shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of the Agent[s] or the Company or any of its officers or directors or
any controlling person, and shall survive each delivery of and payment for any
of the Securities.

                 11.  Termination.  This Agreement may be terminated at any
time by the Company as to [any or all] [the] Agent[s] or any or all of the
Securities (other than any Securities that are subject to a Terms Agreement) or
by [any] [the] Agent as to itself upon the giving of written notice of such
termination to the other parties hereto.  In the event of any such termination,
no party shall have any

 

   23
                                                                              23

liability to the other parties hereto, except as provided in the third sentence
of Section 2(a), Section 4(g), Section 7, Section 8, Section 9 and Section l0
and except that, if at the time of termination (A) the Agent[s] shall own any
of the Securities with the intention of reselling them or (B) an offer to
purchase any of the Securities has been accepted by the Company but the time of
delivery to the purchaser or the purchaser's agent of the Security or
Securities relating thereto has not occurred, the covenants set forth in
Sections 4 and 6 hereof shall remain in effect until such Securities are so
resold or delivered, as the case may be.

                 12.  Notices.  Except as otherwise specifically provided
herein or in the Procedures, all statements, requests, notices and advices
hereunder shall be in writing, and shall be sufficient in all respects if
delivered or sent by telecopier or registered mail, if to the Agent[s], at
[its] [their] [respective] address[es] on the first page hereof, to the
attention of, in the case of
            , and if sent to the Company, at Eighth and Eaton Avenues,
Bethlehem, Pennsylvania 18018, Attention of Vice President and Treasurer.

                 13.  Miscellaneous.  This Agreement may be executed in two or
more counterparts and it is not necessary that signatures of all parties appear
on the same counterpart, but such counterparts together shall constitute but
one and the same agreement.  This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors, and no other
person will have any right or obligation hereunder.  This Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of New York.

                 14.  Time.  Time shall be of the essence in this Agreement.

                 If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a

 

   24
                                                                              24

binding agreement between the Agent[s] and the Company in accordance with its
terms.

                           Very truly yours,

                           UNION PACIFIC CORPORATION,

                        By   
                             --------------------------

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

[Agent(s)]

  By
    ------------------------
    Title:

 

   1

                                    BY-LAWS

                                       OF

                           UNION PACIFIC CORPORATION

                  As Amended Effective as of January 27, 1994

   2

                                    BY-LAWS

                                       OF

                           UNION PACIFIC CORPORATION

                 (AS AMENDED EFFECTIVE AS OF JANUARY 27, 1994)

                                   ARTICLE I

                             STOCKHOLDERS MEETINGS

        SECTION 1.  Annual meetings of the stockholders of this Company shall
be held in Salt Lake City, Utah.  Special meetings of the stockholders of this
Company may be held at such place or places as shall be ordered by the Board of
Directors or Executive Committee, but, unless otherwise ordered, such meetings
shall be held in Salt Lake City, Utah.

        SECTION 2.  Annual meetings of the stockholders, for the purpose of
electing directors and transacting any other business, shall be held at such
time as shall be ordered by the Board of Directors or Executive Committee, but,
unless otherwise ordered, shall be held at 8:30 a.m. on the third Friday of
April in each year.

        SECTION 3.  A special meeting of the stockholders may be held at any
time upon order of the Board of Directors or Executive Committee.  The objects
of a special meeting shall be stated in the order therefor, and the business
transacted shall be confined to such objects.

        SECTION 4.  Notice of all meetings of the stockholders shall be given,
either personally or by mail, not less than ten nor more than fifty days prior
thereto.  The notice of all special meetings shall state the objects thereof.
The failure to give notice of an annual meeting, or any irregularity in the
notice, shall not affect the validity of such annual meeting or of any
proceedings thereat.  Any stockholder may consent in writing to the holding of
a special meeting without notice, and the attendance of any stockholder at a
special meeting, whether in person or by proxy, shall constitute a waiver by
him of call and notice thereof and a consent to the holding of said meeting and
the transaction of any corporate business thereat.

        SECTION 5.  The Board of Directors or the Executive Committee may may
fix in advance a day and hour not more than seventy days preceding any annual
or special meeting of stockholders as the time for the determination of
stockholders entitled to vote at such meeting.  Stockholders of record at the
time so fixed by the Board of Directors or the Executive Committee and only
such stockholders shall be entitled to vote at such meeting.  Each share of
stock shall entitle such record holder thereof to one vote, in person or by
proxy in writing.

        SECTION 6.  The Chairman of the Board, and in his absence the Chief
Executive Officer, and in their absence the President, and in their absence one
of the Vice Presidents, shall call meetings of the stockholders to order and
act as chairman of such meetings.  In the absence of all these officers, the
Board of Directors may appoint a chairman of the meeting to act in such event;
but if the Board shall not make such appointment, then, in the absence of all
of these officers, any stockholder or proxy of any stockholder may call the
meeting to order, and a chairman shall be elected.

                                      -1-
   3
        SECTION 7.  The Secretary of the Company shall act as secretary at all
meetings of the stockholders; but the Board of Directors or Executive Committee
may designate an Assistant Secretary for that purpose before the meeting, and
if no such designation shall have been made, then the presiding officer at the
meeting may appoint any person to act as secretary of the meeting.

        SECTION 8.  At each meeting of the stockholders the polls shall be
opened and closed, the ballots and proxies shall be received and taken charge
of, and all questions touching the qualifications of voters, the validity of
proxies, and the acceptance or rejection of votes, shall be decided by two
inspectors.  Such inspectors shall be appointed before the meeting by the Board
of Directors or by the Executive Committee, and if no such appointment shall
have been made, then by the presiding officer at the meeting; and if for any
reason any of the inspectors previously appointed shall fail to attend, or
refuse or be unable to serve, then inspectors, in place of any so failing to
attend or refusing or unable to serve, shall be appointed by the presiding
officer at the meeting.  Such inspectors need not be stockholders.

        SECTION 9. The representation of a majority of the outstanding capital
stock of the Company by the holders thereof in person or by proxy shall be
requisite to constitute a quorum for the holding of any meeting of the
stockholders; except that any proportion of the outstanding stock less than a
majority may adjourn a meeting from day to day until a quorum shall be present.
A majority of the capital stock represented at any meeting shall be necessary
to determine any question or election thereat.  The time and place to which any
adjournment is taken shall be publicly announced at the meeting, and no further
notice thereof shall be necessary.

                                   ARTICLE II

                               BOARD OF DIRECTORS

        SECTION 1.  The business and affairs of the Company shall be managed by
the Board of Directors, which shall consist of seventeen members.  The
directors shall be divided into three classes in accordance with Article
Seventh of the Articles of Incorporation of the Company.  Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum.  A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.  Any director appointed by the
Board of Directors to fill a directorship caused by an increase in the number
of directors shall serve until the next annual meeting or a special meeting of
the stockholders called for the purpose of electing a director to the office so
created.

        SECTION 2.  Regular meetings of the Board of Directors shall be held at
9:30 a.m. on such day in such months as the Board shall from time to time
designate, and no further notice of such regular meetings shall be required.
Special meetings shall be held whenever called by order of the Chairman or the
Executive Committee or any five members of the Board.  Notice of Special
meetings shall be given, at least one day prior thereto, by personal service of
written notice upon the directors or by delivering the same at or mailing or
telegraphing the same to their respective residences or offices.  Any director
may consent in writing to the holding of a special meeting without notice, and
the attendance of any director at a special meeting shall constitute a waiver
by him of call and notice thereof and a consent to the holding of said meeting
and the transaction of any corporate business thereat.  Meetings of the Board
of Directors may be held at such place or places as shall be ordered by the
Executive Committee or by a majority of the directors in office, but unless
otherwise ordered, all meetings of the Board of Directors shall be held at the
general office of the Company in the City and State of New York.

                                      -2-
   4
        SECTION 3.  A majority of the directors in office shall constitute a
quorum at all meetings of the Board.  If a quorum be not present at any
meeting, a majority of the directors present may adjourn the meeting until a
later day or hour.

        SECTION 4.  As soon as practicable after the close of each fiscal year,
the Board of Directors shall make a report of the business and affairs of the
Company to the stockholders.

        SECTION 5.  Each director, other than active employees of the Company,
or of any subsidiary of the Company, shall be paid an annual retainer of
$50,000, and each such director who shall serve as the Chairman or a
Co-Chairman of a Committee of the Board shall receive an additional annual
retainer of $6,000, each retainer payable quarterly at the end of the quarter,
except that directors who attend fewer than 75% of the Board and Committee
meetings on which they serve will be paid 75% of the annual retainer, plus a
reasonable allowance for transportation and other expenses incurred by such
director in going to any meeting of the Board of Directors, or of any Committee
of the Board, and returning to such director's place of residence.

                                  ARTICLE III

                              EXECUTIVE COMMITTEE

        SECTION 1.  There shall be an Executive Committee consisting of such
number of directors as shall be elected thereto by the Board of Directors,
whose terms of office shall continue during the pleasure of the Board, and in
addition the Chairman of the Board, the Chief Executive Officer, the Chairman
of the Executive Committee and the President, ex officio.  The Executive
Committee shall, when the Board of Directors is not in session, have all the
powers of the Board of Directors to manage and direct all the business and
affairs of the Company, in such manner as said Committee shall deem best for
the Company's interests, in all cases in which specific directions shall not
have been given by the Board of Directors.

        SECTION 2.  Meetings of the Executive Committee may be called at any
time by the Chairman of the Board or a majority of the members of the
Committee, to convene at such time and place as may be designated.

        SECTION 3.  A majority of the members of the Committee shall constitute
a quorum.  If a quorum be not present at any meeting, the member or members of
the Committee present may adjourn the meeting until a later day or hour; or the
member or members present, whether constituting a quorum or not, at his or
their option, shall have the power to appoint a substitute or substitutes from
the members of the Board of Directors to act during the temporary absence of
any member or members of the Committee.

                                   ARTICLE IV

                              OFFICERS AND AGENTS

        SECTION 1.  There may be elected by the Board of Directors from its
members a Chairman of the Board, a Chief Executive Officer, a President, a
Chief Operating Officer, one or more Vice Chairmen of the Board, and a Chairman
of the Executive Committee, and there may also be elected by the Board of
Directors an Executive Vice President, an Executive Vice President-Finance, a
Senior Vice President-Law, a Senior Vice President-Human Resources, a Vice
President-Taxes, a General Counsel, a Controller, a Secretary, a Treasurer and
such other Vice Presidents as the Board shall determine, and there may also be
appointed by the Board of Directors or Executive Committee such Assistant
Secretaries, Assistant Treasurers, Assistant Controllers, Associate General
Counsels, Assistant General Counsels, General Tax Counsels, Associate

                                      -3-
   5
General Tax Counsels and other officers and agents as the Board of Directors or
Executive Committee shall from time to time determine.

        SECTION 2.  The Chairman of the Board shall preside, when present, at
meetings of the Board of Directors and at meetings of the Executive Committee
and shall perform such other duties and possess such powers as may be
prescribed or conferred by the Board of Directors or the Chief Executive
Officer.

        SECTION 3.  The Chief Executive Officer shall have general supervision
of all departments and offices of the Company and of the interest of the
Company in all companies controlled by it.  He shall preside, in the absence of
the Chairman of the Board, at meetings of the Board of Directors and at
meetings of the Executive Committee.

        SECTION 4.  The President shall preside, in the absence of the Chairman
of the Board, at meetings of the Board of Directors and the Executive Committee
and shall perform such duties and possess such powers as may be prescribed or
conferred by the Board of Directors or the Chief Executive Officer.

        SECTION 5.  The Chief Operating Officer shall have day to day operating
responsibilities for the affairs of the Company, reporting to the Chief
Executive Officer, and shall perform such duties as may be prescribed or
conferred by the Board of Directors or the Chief Executive Officer.

        SECTION 6.  The Vice Chairmen of the Board shall perform such duties
and possess such powers as may be prescribed or conferred by the Board of
Directors or the Chief Executive Officer.

        SECTION 7.  The Chairman of the Executive Committee shall perform such
duties and possess such powers as may be prescribed or conferred by the Board
of Directors, the Executive Committee or the Chief Executive Officer.

        SECTION 8.  The Executive Vice President shall have the direction and
management of the strategic planning and corporate development functions of the
Company, and shall perform such other duties as may be prescribed or conferred
by the Chief Executive Officer.

        SECTION 9.  The Executive Vice President-Finance shall have the
direction and management of the financial affairs and investments of the
Company and of the offices in charge of the Controller, the Treasurer and the
Vice President-Taxes, and shall perform such other duties as may be prescribed
or conferred by the Chief Executive Officer.

        SECTION 10.  The Senior Vice President-Law shall have the direction and
management of all legal business of the Company except as otherwise provided in
Sections 12, 13 and 19 of this ARTICLE IV, and shall perform such other duties
as may be prescribed or conferred by the Chief Executive Officer.

        SECTION 11.  The Senior Vice President-Human Resources shall have the
direction and management of the human resources functions of the Company, and
shall perform such other duties as may be prescribed or conferred by the Chief
Executive Officer.

        SECTION 12.  The General Counsel shall perform such duties respecting
legal matters as shall be assigned to him by the Chief Executive Officer, and
shall perform such other duties as may be prescribed or conferred by the Chief
Executive Officer.

        SECTION 13.  The Vice President-Taxes shall, under the control of the
Executive Vice President-Finance, have charge of all aspects of Federal,
foreign, state and local taxes, and shall perform such other duties as may be
assigned by the Executive Vice President-Finance.

                                      -4-
   6
        SECTION 14.  The other Vice Presidents elected from time to time shall
perform such duties and possess such powers as may be prescribed or conferred
by the Board of Directors or the Chief Executive Officer.

        SECTION 15.  Except as otherwise provided herein or directed by the
Board of Directors, the Controller shall have immediate charge of the general
books, accounts and statistics of the Company and shall be the custodian of all
vouchers, drafts, invoices and other evidences of payment and all bonds,
interest coupons and other evidences of indebtedness which shall have been
cancelled.  He is authorized to approve for payment by the Treasurer vouchers,
payrolls, drafts or other accounts.  He shall be furnished by the Assistant
Controllers of the Company periodically or specially as requested by him with
the approval of and in form prescribed by the Executive Vice President-Finance,
statements of operating revenues and expenses and estimates thereof and of
expenditures and estimates on all other accounts; and copies of all statistical
data that may be compiled in regular course and also all other information in
reference to the financial affairs and operations of the Company and of any
subsidiary company that may be required by the Executive Vice President-Finance
or the Board of Directors.  He shall submit for each regular meeting of the
Board of Directors, and, at such other times as may be required by said Board
or the Executive Vice President-Finance, statements of operating results, of
cash resources and requirements and of appropriations for Capital Expenditures,
and shall perform such other duties as the Executive Vice President-Finance may
from time to time direct.

        The Assistant Controllers shall exercise such of the powers and perform
such of the duties of the Controller with respect to accounting and approving
or authorizing payments as shall be as-signed to them by the Controller.

        SECTION 16.  The Secretary shall attend all meetings of the
stockholders, the Board of Directors and the Executive Committee, and keep a
record of all their proceedings.  He shall procure and keep in his files
certified copies of the minutes of all meetings of the stockholders, boards of
directors and executive committees of all companies a majority of whose capital
stock is owned by this Company.  He shall be the custodian of the seal of the
Company.  He shall have power to affix the seal of the Company to instruments,
the execution of which is authorized by these By-Laws or by action of the Board
of Directors or Executive Committee, and to attest the same.  He shall have
supervision of the issuance, transfer and registration of the capital stock and
debt securities of the Company.  He shall perform such other duties as may be
assigned to him by the Board of Directors or the Chief Executive Officer.

        The Assistant Secretaries shall have power to affix the seal of the
Company to instruments, the execution of which is authorized by these By-Laws
or by action of the Board of Directors or Executive Committee, and to attest
the same, and shall exercise such of the other powers and perform such of the
other duties of the Secretary as shall be assigned to them by the Secretary.

        SECTION 17.  Except as otherwise provided herein or directed by the
Board of Directors, the Treasurer shall be the custodian of all moneys, stocks,
bonds, notes and other securities of the Company.  He is authorized to receive
and receipt for stocks, bonds, notes and other securities belonging to the
Company or which are received for its account.  All stocks, bonds, notes and
other securities in the custody of the Treasurer shall be held in the safe
deposit vaults of the Company subject to access thereto as shall from time to
time be ordered by the Board of Directors.  Stocks, bonds, notes and other
securities shall be deposited in the safe deposit vaults, or withdrawn from
them, only on warrants signed and countersigned by such persons as shall be
authorized by the Board of Directors or the Chief Executive Officer.  The
Treasurer is authorized and empowered to receive and collect all moneys due to
the Company and to receipt therefor.  All moneys received by the Treasurer
shall be deposited to the credit of the Company in such depositories as shall
be designated by the Board of Directors or the Chief Executive Officer; and the
Treasurer may endorse for deposit therein all checks, drafts, or vouchers drawn
to the order of the Company or payable to it.  He is also authorized to

                                      -5-
   7
draw checks against any funds to the credit of the Company in any of its
depositories.  All such checks shall be signed and countersigned by such
persons as shall be authorized by the Board of Directors except that, if so
provided by the Board of Directors, checks in payment of bond coupons may be
without countersignature, and checks in payment of dividends on stock and
interest on registered bonds may be signed with the facsimile signature of the
Treasurer and may be countersigned with the facsimile countersignature of the
Controller.  The Treasurer is authorized to make disbursements in settlement of
vouchers, payrolls, drafts or other accounts, when approved for payment by the
Controller, or such other person as shall be authorized by the Board of
Directors or the Chief Executive Officer; for payments which have been
otherwise ordered or provided for by the Board of Directors or the Chief
Executive Officer; for interest on bonds and dividends on stock when due and
payable; for vouchers, pay checks, drafts and other accounts properly certified
to by the duly authorized officers of the Company; and for vouchers, pay
checks, drafts and other accounts approved by the officers duly authorized to
approve for payment of any company which this Company controls through
ownership of stock or otherwise, as may be designated in writing from time to
time by the Chief Executive Officer to the Treasurer.  He shall cause to be
kept in his office true and full accounts of all receipts and disbursements of
his office.  He shall also perform such other duties as shall be assigned to
him by the Executive Vice President-Finance.

        The Assistant Treasurers may exercise all powers of the Treasurer
herein conferred in respect of the receipt of moneys and securities,
endorsement for deposit and signature of checks.

        SECTION 18.  The Associate General Counsels and Assistant General
Counsels shall perform such duties respecting legal matters as shall be
assigned to them by the General Counsel.

        SECTION 19.  The General Tax Counsels shall be responsible for all
tax-related legal advice (including federal tax planning and research,
litigation and legislation; tax aspects of strategic, operational and financing
transactions; and ERISA/Benefits tax matters), and shall perform such other
duties as shall be assigned to them by the Vice President-Taxes.

        SECTION 20.  The Associate General Tax Counsels shall perform such
duties as shall be assigned to them by the Vice President-Taxes or the General
Tax Counsels.

                                   ARTICLE V

                      SUPERVISION, REMOVAL AND SALARIES OF
                             OFFICERS AND EMPLOYEES

        SECTION 1.  Any officer or committee elected or appointed by the Board
of Directors may be removed as such at any time by the affirmative vote of a
majority of the whole Board.  Any other officer or employee of the Company may
be removed at any time by vote of the Board of Directors or of the Executive
Committee.  All officers, agents and employees other than those appointed by
the Board of Directors or Executive Committee may be removed by the officer
appointing them.

        SECTION 2.  All officers, agents and employees of the Company, in the
exercise of the powers conferred and the performance of the duties imposed upon
them, by these By-Laws or otherwise, shall at all times be subject to the
direction, supervision and control of the Board of Directors or the Executive
Committee.

        SECTION 3.  No office or position shall be created and no person shall
be employed at a salary of more than $200,000 per annum, and no salary shall be
increased to an amount in excess of $200,000 per annum, without the

                                      -6-
   8
approval of the Board of Directors or Executive Committee, nor shall special
compensation be paid to any officer or employee, unless authorized by the Board
of Directors or Executive Committee; provided, however, that this section shall
be applicable only to salaried positions.

        SECTION 4.  The Board of Directors may from time to time vest general
authority in the Chairman of the Board, the Chief Executive Officer, the
President, or the Head of any department or office of the Company, or any such
other officer of the Company as any of the foregoing shall designate, for the
sole determination of disposition of any matter which otherwise should be
required to be considered by the Board of Directors or the Executive Committee
under the provisions of this Article.

                                   ARTICLE VI

                           CONTRACTS AND EXPENDITURES

        SECTION 1.  All capital expenditures, exploration and development
programs, leases and property dispositions must be authorized by the Board of
Directors or Executive Committee, except that general or specific authority
with regard to such matters may be delegated to such officers of the Company as
the Board of Directors may from to time direct.

        SECTION 2.  Expenditures chargeable to operating expenses may be made
by or under the direction of the Head of the department or office of the
Company in which they are required, without explicit or further authority from
the Board of Directors or Executive Committee, subject to direction,
restriction or prohibition by the Chief Executive Officer.

        SECTION 3.  No contract shall be made without the approval of the Board
of Directors or Executive Committee, except as authorized by the Board of
Directors or these By-Laws.

        SECTION 4.  Contracts for work, labor and services and materials and
supplies, the expenditures for which will be chargeable to operating expenses,
may be made in the name and on behalf of the Company by the Head of the
department or office of the Company concerned, or by such officer as he shall
designate, without further authority.

        SECTION. 5.  All written contracts and agreements to which the Company
may become a party shall be approved as to form by or under the direction of
counsel for the Company.

        SECTION 6.  The Chief Executive Officer, the Chairman of the Board, the
President, the Heads of the departments and offices of the Company and the Vice
Presidents shall severally have the power to execute on behalf of the Company
any deed, bond, indenture, certificate, note, contract or other instrument
authorized or approved by the Board of Directors or the Executive Committee,
and to cause the corporate seal to be thereto affixed and attested by the
Secretary or an Assistant Secretary.

        SECTION 7.  The Board of Directors may from time to time vest general
or specific authority in such officers of the Company as the Board of Directors
shall designate for the sole determination of disposition of any matter which
otherwise would be required to be considered by the Board of Directors or the
Executive Committee under the provisions of this Article.

                                      -7-
   9
                                  ARTICLE VII

                      EXECUTION AND CANCELLATION OF BONDS

        SECTION 1.  No negotiable or mortgage bond shall be signed by any
officer of the Company until an issue of the same has been authorized by the
Board of Directors, and then only for the amount authorized.

        SECTION 2.  All such bonds shall require the authentication of a
trustee, and shall, until otherwise provided by the Board of Directors, be
signed by the Chief Executive Officer or the President or a Vice President, and
by the Secretary or an Assistant Secretary thereunto authorized by resolution
of the Board of Directors or of the Executive Committee.

        SECTION 3.  For the purpose of facilitating the execution of bonds of
the Company, the Board of Directors or the Executive Committee may appoint one
or more persons, who need not be members of the Board of Directors, each
bearing the title "Vice President" and having power to sign bonds.

        SECTION 4.  No bond shall be cancelled or destroyed, except in
accordance with the provisions of the indenture under which it is issued, or by
order of the Board of Directors or Executive Committee.

                                  ARTICLE VIII

                  ISSUE AND CANCELLATION OF STOCK CERTIFICATES

        SECTION 1.  The Board of Directors shall provide for the issue,
transfer, and registration of the capital stock of the Company in the City and
State of New York, and in any other locality which it may designate, and shall
appoint the necessary officers, transfer agents, and registrars of transfers
for that purpose.

        SECTION 2.  Until otherwise provided by the Board of Directors, stock
certificates shall be signed by the Chief Executive Officer or the President or
a Vice President, and also by the Secretary or an Assistant Secretary thereunto
authorized by the Board of Directors or by the Executive Committee.

        SECTION 3.  For the purpose of facilitating the execution of stock
certificates of the Company, the Board of Directors or the Executive Committee
may appoint one or more persons who need not be members of the Board of
Directors, each bearing the title "Vice President" and having power to sign
stock certificates.

        SECTION 4.  Unless authorized by the Board of Directors or Executive
Committee, no new certificate shall be issued to a transferee except upon
surrender and cancellation of the old certificate.

        SECTION 5.  The registrar of transfers shall in every case be a trust
company to be appointed by the Board of Directors, in accordance with the
requirements of the New York Stock Exchange, and such registration shall be
performed in accordance with the rules and regulations of said Exchange.

                                   ARTICLE IX

                                     FINAL

        SECTION 1.  The Company shall indemnify to the full extent permitted by
law any person made or threatened to be made a party to any action, suit or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that such person is or was a director, officer or employee of the
Company or serves or served at the request of the Company any other enterprise
as a director, officer or employee.  For purposes of this By-Law, the term
"other enterprise" shall include any corporation, partnership, joint venture,
trust or employee benefit plan; and service "at the request of the Company"
shall include service as a director, officer or employee of the Company which
imposes duties on, or involves services by, such director,

                                      -8-
   10
officer or employee with respect to an employee benefit plan, its participants
or beneficiaries.  This Section 1 shall not apply to any action, suit or
proceeding pending or threatened on the date of adoption hereof provided that
the right of the Company to indemnify any person with respect thereto shall not
be limited hereby.

        SECTION 2.  Any indemnification under Section 1 of this Article (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director,
officer or employee is proper in the circumstances because such person has met
the applicable standard of conduct required by law.  Such determination shall
be made (i) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (ii)
if such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.

        SECTION 3.  The indemnification provided by Section 1 of this Article
shall not be deemed exclusive of any other rights to which any person seeking
indemnification may be entitled under any law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.  Any amendment or repeal of Section 1 or
Section 2 of this ARTICLE IX or this Section 3 shall not limit the right of any
person to indemnity with respect to actions taken or omitted to be taken by
such person prior to such amendment or repeal.

        SECTION 4.  The Common corporate seal is, and, until otherwise ordered
by the Board of Directors, shall be, an impression upon paper or wax, circular
in form, with the words "Union Pacific Corporation" on the outer edge thereof,
and the words and figures "Corporate Seal", "1969", "Utah" in the center
thereof.

        SECTION 5.  Except as otherwise provided by Utah Law, these By-Laws may
be altered, amended or repealed at a general meeting of the stockholders by a
majority vote of those present in person or by proxy or at any meeting of the
Board of Directors by a majority vote of all the members of the Board.

                                      -9-
   1

                           UNION PACIFIC CORPORATION
                                      and

                                CITIBANK, N.A.,
                                    Trustee

                                   INDENTURE

                           Dated as of March 1, 1994

                 Providing for Issuance of Securities in Series

   2

                               TABLE OF CONTENTS

                                                                                                  
Recitals of the Company     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1
Agreements of the Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1

                                                             ARTICLE ONE

                                       Definitions and Other Provisions of General Application

Section 101.     Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1
                 Act        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            2
                 Affiliate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            2
                 Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . .            3
                 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .            3
                 Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3
                 Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3
                 Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3
                 Company    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3
                 Company Request, Company Order
                   and Company Consent  . . . . . . . . . . . . . . . . . . . . . . . . .            3
                 Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . .            3
                 Debt       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                 Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                 Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                 Domestic Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                 Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                 Global Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                 Holder     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                 Indenture, this Indenture  . . . . . . . . . . . . . . . . . . . . . . .            4
                 Independent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            5
                 Interest Payment Date  . . . . . . . . . . . . . . . . . . . . . . . . .            5
                 Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            5
                 Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            5
                 Officers' Certificate  . . . . . . . . . . . . . . . . . . . . . . . . .            6
                 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . .            6
                 Original Issue Discount Security . . . . . . . . . . . . . . . . . . . .            6
                 Outstanding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            6
                 Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            7
                 Person     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            7
                 Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . .            7
                 Predecessor Securities . . . . . . . . . . . . . . . . . . . . . . . . .            7
                 Principal Property . . . . . . . . . . . . . . . . . . . . . . . . . . .            8
                 Railroad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            8
                 Redemption Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            8

   3

                 Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . .            8
                 Regular Record Date  . . . . . . . . . . . . . . . . . . . . . . . . . .            8
                 Repayment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            8
                 Repayment Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            9
                 Responsible Officer  . . . . . . . . . . . . . . . . . . . . . . . . . .            9
                 Restricted Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . . .            9
                 Security or Securities . . . . . . . . . . . . . . . . . . . . . . . . .            9
                 Security Register  . . . . . . . . . . . . . . . . . . . . . . . . . . .            9
                 Security Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . .            9
                 Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            9
                 Special Record Date  . . . . . . . . . . . . . . . . . . . . . . . . . .           10
                 Stated Maturity  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10
                 Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10
                 Trust Indenture Act or TIA . . . . . . . . . . . . . . . . . . . . . . .           10
                 Trustee    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10
                 Unrestricted Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . .           10
                 Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10
                 Voting Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10

Section 102.     Compliance Certificates and
                            Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . .           11
Section 103.     Form of Documents Delivered to
                            Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .           11
Section 104.     Acts of Securityholders  . . . . . . . . . . . . . . . . . . . . . . . .           12
Section 105.     Notices, etc., to Trustee and
                            Company . . . . . . . . . . . . . . . . . . . . . . . . . . .           14
Section 106.     Notices to Securityholders;
                            Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 107.     Conflict with Trust
                            Indenture Act . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 108.     Effect of Headings and Table of
                            Contents  . . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 109.     Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 110.     Separability Clause  . . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 111.     Benefits of Indenture  . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 112.     Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           16
Section 113.     Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           16
Section 114.     Judgment Currency  . . . . . . . . . . . . . . . . . . . . . . . . . . .           16

                                                             ARTICLE TWO

                                                           Security Forms

Section 201.     Forms Generally  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           17
Section 202.     Forms of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . .           17
Section 203.     Form of Trustee's Certificate of
                            Authentication  . . . . . . . . . . . . . . . . . . . . . . .           18

   4

                                                                                              
Section 204.     Securities Issuable in the Form of a
                            Global Security . . . . . . . . . . . . . . . . . . . . . . .           18

                                                            ARTICLE THREE

                                                           The Securities

Section 301.     General Title; General Limitations;
                            Issuable in Series; Terms of
                            Particular Series . . . . . . . . . . . . . . . . . . . . . .           21
Section 302.     Denominations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           24
Section 303.     Execution, Authentication and
                            Delivery and Dating . . . . . . . . . . . . . . . . . . . . .           24
Section 304.     Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . .           26
Section 305.     Registration, Transfer and
                            Exchange  . . . . . . . . . . . . . . . . . . . . . . . . . .           27
Section 306.     Mutilated, Destroyed, Lost and
                            Stolen Securities . . . . . . . . . . . . . . . . . . . . . .           29
Section 307.     Payment of Interest; Interest
                            Rights Preserved  . . . . . . . . . . . . . . . . . . . . . .           30
Section 308.     Persons Deemed Owners  . . . . . . . . . . . . . . . . . . . . . . . . .           31
Section 309.     Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           31
Section 310.     Computation of Interest  . . . . . . . . . . . . . . . . . . . . . . . .           32
Section 311.     Medium-term Securities . . . . . . . . . . . . . . . . . . . . . . . . .           32

                                                            ARTICLE FOUR

                                                     Satisfaction and Discharge

Section 401.     Satisfaction and Discharge of
                            Indenture . . . . . . . . . . . . . . . . . . . . . . . . . .           33
Section 402.     Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . .           34
Section 403.     Satisfaction, Discharge and
                            Defeasance of Securities of
                            any Series  . . . . . . . . . . . . . . . . . . . . . . . . .           34

                                                            ARTICLE FIVE

                                                              Remedies

Section 501.     Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . .           37
Section 502.     Acceleration of Maturity;
                            Rescission and Annulment  . . . . . . . . . . . . . . . . . .           38

                                                                 iii

   5

                                                                                           
Section 503.     Collection of Indebtedness and
                            Suits for Enforcement by
                            Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .           40
Section 504.     Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . .           41
Section 505.     Trustee May Enforce Claims Without
                            Possession of Securities  . . . . . . . . . . . . . . . . . .           42
Section 506.     Application of Money Collected . . . . . . . . . . . . . . . . . . . . .           43
Section 507.     Limitation on Suits  . . . . . . . . . . . . . . . . . . . . . . . . . .           43
Section 508.     Unconditional Right of Security-
                            holders to Receive Principal,
                            Premium and Interest  . . . . . . . . . . . . . . . . . . . .           44
Section 509.     Restoration of Rights and
                            Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . .           44
Section 510.     Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . .           45
Section 511.     Delay or Omission not Waiver . . . . . . . . . . . . . . . . . . . . . .           45
Section 512.     Control by Securityholders . . . . . . . . . . . . . . . . . . . . . . .           45
Section 513.     Waiver of Past Defaults  . . . . . . . . . . . . . . . . . . . . . . . .           46
Section 514.     Undertaking for Costs  . . . . . . . . . . . . . . . . . . . . . . . . .           46
Section 515.     Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . .           47
Section 516.     Record Dates for Action by Holders . . . . . . . . . . . . . . . . . . .           47

                                                             ARTICLE SIX

                                                             The Trustee

Section 601.     Certain Duties and Responsibilities  . . . . . . . . . . . . . . . . . .           48
Section 602.     Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . .           49
Section 603.     Certain Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . .           50
Section 604.     Not Responsible for Recitals or
                            Issuance of Securities  . . . . . . . . . . . . . . . . . . .           51
Section 605.     May Hold Securities  . . . . . . . . . . . . . . . . . . . . . . . . . .           51
Section 606.     Money Held in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . .           51
Section 607.     Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . .           51
Section 608.     Disqualification; Conflicting
                            Interests . . . . . . . . . . . . . . . . . . . . . . . . . .           52
Section 609.     Corporate Trustee Required;
                            Eligibility . . . . . . . . . . . . . . . . . . . . . . . . .           53
Section 610.     Resignation and Removal; Appointment
                            of Successor  . . . . . . . . . . . . . . . . . . . . . . . .           53
Section 611.     Acceptance of Appointment by
                            Successor . . . . . . . . . . . . . . . . . . . . . . . . . .           55
Section 612.     Merger, Conversion, Consolidation or
                            Succession to Business  . . . . . . . . . . . . . . . . . . .           56
Section 613.     Preferential Collection of Claims
                            Against Company . . . . . . . . . . . . . . . . . . . . . . .           57
Section 614.     Appointment of Authenticating Agent  . . . . . . . . . . . . . . . . . .           62

                                                                 iv

   6

                                 ARTICLE SEVEN

                       Securityholders' Lists and Reports by Trustee and Company

                                                                            
Section 701.     Company to Furnish Trustee Names
                            and Addresses of Security-
                            holders . . . . . . . . . . . . . . . . . . . . . . . . . . .           64
Section 702.     Preservation of Information;
                            Communications to
                            Securityholders . . . . . . . . . . . . . . . . . . . . . . .           65
Section 703.     Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .           66
Section 704.     Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . .           68

                                                            ARTICLE EIGHT

                                            Consolidation, Merger, Conveyance or Transfer

Section 801.     Company May Consolidate, etc., only
                            on Certain Terms  . . . . . . . . . . . . . . . . . . . . . .           69
Section 802.     Successor Corporation
                            Substituted . . . . . . . . . . . . . . . . . . . . . . . . .           70

                                                            ARTICLE NINE

                                                       Supplemental Indentures

Section 901.     Supplemental Indentures Without
                            Consent of Securityholders  . . . . . . . . . . . . . . . . .           70
Section 902.     Supplemental Indentures with
                            Consent of Securityholders  . . . . . . . . . . . . . . . . .           72
Section 903.     Execution of Supplemental
                            Indentures  . . . . . . . . . . . . . . . . . . . . . . . . .           73
Section 904.     Effect of Supplemental Indentures  . . . . . . . . . . . . . . . . . . .           73
Section 905.     Conformity with Trust Indenture
                            Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           73
Section 906.     Reference in Securities to
                            Supplemental Indentures . . . . . . . . . . . . . . . . . . .           74

                                                             ARTICLE TEN

                                                              Covenants

Section 1001.    Payment of Principal, Premium and
                            Interest  . . . . . . . . . . . . . . . . . . . . . . . . . .           74
Section 1002.    Maintenance of Office or Agency  . . . . . . . . . . . . . . . . . . . .           74

                                                                  v

   7

                                                                                              
Section 1003.    Money for Security Payments to be
                            Held in Trust . . . . . . . . . . . . . . . . . . . . . . . .           75
Section 1004.    Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . .           77
Section 1005.    Corporate Existence  . . . . . . . . . . . . . . . . . . . . . . . . . .           77
Section 1006.    Limitation on Liens  . . . . . . . . . . . . . . . . . . . . . . . . . .           77
Section 1007.    Limitation on Transfers of Principal
                            Properties to Unrestricted
                            Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . .           79
Section 1008.    Waiver of Certain Covenants  . . . . . . . . . . . . . . . . . . . . . .           80

                                                           ARTICLE ELEVEN

                                                      Redemption of Securities

Section 1101.    Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . .           80
Section 1102.    Election to Redeem; Notice
                            to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . .           80
Section 1103.    Selection by Trustee of Securities
                            to Be Redeemed  . . . . . . . . . . . . . . . . . . . . . . .           81
Section 1104.    Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . .           81
Section 1105.    Deposit of Redemption Price  . . . . . . . . . . . . . . . . . . . . . .           82
Section 1106.    Securities Payable on
                            Redemption Date . . . . . . . . . . . . . . . . . . . . . . .           82
Section 1107.    Securities Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . .           83
Section 1108.    Provisions with Respect to any
                            Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . .           83

                                                                 vi

   8

                                  THIS INDENTURE between UNION PACIFIC
                          CORPORATION, a Utah corporation (hereinafter called
                          the "Company") having its principal office at Eighth
                          and Eaton Avenues, Bethlehem, Pennsylvania 18018, and
                          CITIBANK, N.A., a national banking association
                          incorporated and existing under the laws of the
                          United States of America, trustee (hereinafter called
                          the "Trustee"), is made and entered into as of this
                          1st day of March, 1994.

                            Recitals of the Company

                 The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its debentures, notes, bonds or
other evidences of indebtedness, to be issued in one or more fully registered
series.

                 All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

                           Agreements of the Parties

                 To set forth or to provide for the establishment of the terms
and conditions upon which the Securities are and are to be authenticated,
issued and delivered, and in consideration of the premises and the purchase of
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows, for the equal and proportionate benefit of all Holders of the
Securities or of a series thereof, as the case may be:

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

                 Section 101.  Definitions.  For all purposes of this Indenture
and of any indenture supplemental hereto,

   9
                                                                               2

except as otherwise expressly provided or unless the context otherwise
requires:

                 (1) the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as
         the singular;

                 (2) all other terms used herein which are defined in the Trust
         Indenture Act or by Commission rule under the Trust Indenture Act,
         either directly or by reference therein, have the meanings assigned to
         them therein;

                 (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted in the United
         States of America at the date of such computation;

                 (4) all references in this instrument to designated
         "Articles", "Sections" and other subdivisions are to the designated
         Articles, Sections and other subdivisions of this instrument as
         originally executed.  The words "herein", "hereof" and "hereunder" and
         other words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision; and

                 (5) "including" and words of similar import shall be deemed to
                     be followed by "without limitation".

                 Certain terms, used principally in Article Six, are defined in
that Article.

                 "Act", when used with respect to any Security-holder, has the
meaning specified in Section 104.

                 "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person.  For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether

   10
                                                                               3

through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                 "Authenticating Agent" means any Person authorized by the
Trustee to authenticate Securities under Section 614.

                 "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

                 "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

                 "Business Day" means each day which is neither a Saturday,
Sunday or other day on which banking institutions in the pertinent Place or
Places of Payment are authorized or required by law or executive order to be
closed.

                 "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

                 "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

                 "Company Request", "Company Order" and "Company Consent" mean,
respectively, a written request, order or consent signed in the name of the
Company by its Chairman of the Board, President or a Vice President, and by its
Treasurer, an Assistant Treasurer, Controller, an Assistant Controller,
Secretary or an Assistant Secretary, and delivered to the Trustee.

                 "Corporate Trust Office" means the principal office of the
Trustee in New York, New York at which at any particular time its corporate
trust business shall be principally administered, which office at the date
hereof is

   11
                                                                               4

located at 120 Wall Street, 13th Floor, New York, New York 10043, except that
with respect to the presentation of Securities for payment or for registration
of transfer and exchange, such term shall mean the office or the agency of the
Trustee in said city at which at any particular time its corporate agency
business shall be conducted, which office at the date hereof is located at 111
Wall Street, 5th floor, New York, New York 10043.

                 "Debt" means indebtedness for money borrowed.

                 "Defaulted Interest" has the meaning specified in Section 307.

                 "Depositary" means, unless otherwise specified by the Company
pursuant to either Section 204 or 301, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New
York, New York, or any successor thereto registered as a clearing agency under
the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation.

                 "Domestic Subsidiary" means a Subsidiary which is incorporated
or conducting its principal operations within the United States of America or
any State thereof or off the coast of the United States of America but within
an area over which the United States of America or any State thereof has
jurisdiction.

                 "Event of Default" has the meaning specified in Article Five.

                 "Global Security" means with respect to any series of
Securities issued hereunder, a Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to a
Company Request, which shall be registered in the name of the Depositary or its
nominee and which shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all of the Outstanding Securities of such
series or any portion thereof, in either case having the same terms, including,
without limitation, the same original issue date, date or dates on which
principal is due, and interest rate or method of determining interest.

   12
                                                                               5

                 "Holder", when used with respect to any Security, means a
Securityholder.

                 "Indenture" or "this Indenture" means the instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series
of Securities established as contemplated by Section 301.

                 "Independent", when used with respect to any specified Person,
means such a Person who (1) is in fact independent, (2) does not have any
direct financial interest or any material indirect financial interest in the
Company or in any other obligor upon the Securities or in any Affiliate of the
Company or of such other obligor, and (3) is not connected with the Company or
such other obligor or any Affiliate of the Company or of such other obligor, as
an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.  Whenever it is herein provided that any
Independent Person's opinion or certificate shall be furnished to the Trustee,
such Person shall be appointed by a Company Order and approved by the Trustee
in the exercise of reasonable care, and such opinion or certificate shall state
that the signer has read this definition and that the signer is Independent
within the meaning hereof.

                 "Interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

                 "Interest Payment Date", when used with respect to any series
of Securities, means the Stated Maturity of any installment of interest on
those Securities.

                 "Maturity", when used with respect to any Securities, means
the date on which the principal of any such Security becomes due and payable as
therein or herein provided, whether on a Repayment Date, at the Stated Maturity
or by declaration of acceleration, call for redemption or otherwise.

                 "Mortgage" means any mortgage, pledge, lien, encumbrance,
charge or security interest of any kind.

   13
                                                                               6

                 "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.
Wherever this Indenture requires that an Officers' Certificate be signed also
by an engineer or an accountant or other expert, such engineer, accountant or
other expert (except as otherwise expressly provided in this Indenture) may be
in the employ of the Company, and shall be acceptable to the Trustee.

                 "Opinion of Counsel" means a written opinion of counsel, who
may (except as otherwise expressly provided in this Indenture) be an employee
of or of counsel to the Company.  Such counsel shall be acceptable to the
Trustee, whose acceptance shall not be unreasonably withheld.

                 "Original Issue Discount Security" means (i) any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof, and
(ii) any other Security deemed an Original Issue Discount Security for United
States Federal income tax purposes.

                 "Outstanding", when used with respect to Securities or
Securities of any series, means, as of the date of determination, all such
Securities theretofore authenticated and delivered under this Indenture,
except:

                 (i) such Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                 (ii) such Securities for whose payment or redemption money in
         the necessary amount has been theretofore deposited with the Trustee
         or any Paying Agent in trust for the Holders of such Securities;
         provided that, if such Securities are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         therefor satisfactory to the Trustee has been made; and

                 (iii) such Securities in exchange for or in lieu of which
         other Securities have been authenticated and delivered pursuant to
         this Indenture, or which shall have been paid pursuant to the terms of
         Section 306 (except with respect to any such Security as to which
         proof satisfactory to the Trustee is presented that

   14
                                                                               7

         such Security is held by a person in whose hands such Security is a
         legal, valid and binding obligation of the Company).

In determining whether the Holders of the requisite principal amount of such
Securities Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the principal amount of any
Original Issue Discount Security that shall be deemed to be Outstanding shall
be the amount of the principal thereof that would be due and payable as of the
date of the taking of such action upon a declaration of acceleration of the
Maturity thereof and (ii) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding.  In determining whether
the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer assigned to the corporate trust department of the Trustee
knows to be owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right to act as owner with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor.

                 "Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Securities on
behalf of the Company.

                 "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.

                 "Place of Payment" means with respect to any series of
Securities issued hereunder the city or political subdivision so designated
with respect to the series of Securities in question in accordance with the
provisions of Section 301.

                 "Predecessor Securities" of any particular Security means
every previous Security evidencing all or a portion of the same debt as that
evidenced by such

   15
                                                                               8

particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.

                 "Principal Property" means (i) any property owned or leased by
the Company or any Subsidiary, or any interest of the Company or any Subsidiary
in property, located within the United States of America or any State thereof
(including property located off the coast of the United States of America held
pursuant to lease from any Federal, State or other governmental body) which is
considered by the Company to be capable of producing oil or gas or minerals in
commercial quantities and (ii) any refinery, smelter or processing or
manufacturing plant owned or leased by the Company or any Subsidiary and
located within the United States of America or any State thereof, except (a)
facilities related thereto employed in transportation, distribution or
marketing or (b) any refinery, smelter or processing or manufacturing plant, or
portion thereof, which in the opinion of the Board of Directors is not a
principal plant in relation to the activities of the Company and its Restricted
Subsidiaries as a whole.

                 "Railroad" means Union Pacific Railroad Company, a Utah
corporation, and Missouri Pacific Railroad Company, a Delaware corporation, and
their respective successors and assigns.

                 "Redemption Date", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                 "Redemption Price", when used with respect to any Security to
be redeemed, means the price specified in the Security at which it is to be
redeemed pursuant to this Indenture.

                 "Regular Record Date" for the interest payable on any Security
on any Interest Payment Date means the date specified in such Security as the
Regular Record Date.

                 "Repayment Date", when used with respect to any Security to be
repaid, means the date fixed for such repayment pursuant to such Security.

   16
                                                                               9

                 "Repayment Price", when used with respect to any Security to
be repaid, means the price at which it is to be repaid pursuant to such
Security.

                 "Responsible Officer", when used with respect to the Trustee,
means the chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
senior trust officer or trust officer, the controller and any assistant
controller or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.

                 "Restricted Subsidiary" means any Subsidiary which owns or
leases (as lessor or lessee) a Principal Property but does not include (i) the
Railroad or any other Subsidiary which is principally a common carrier by rail
or truck engaged in interstate or intrastate commerce and is subject to
regulation of such activities by any Federal, State or other governmental body,
or (ii) any Subsidiary the principal business of which is leasing machinery,
equipment, vehicles or other properties none of which is a Principal Property,
or financing accounts receivable, or engaging in ownership and development of
any real property which is not a Principal Property.

                 "Security" or "Securities" means any note or notes, bond or
bonds, debenture or debentures, or any other evidences of indebtedness, as the
case may be, of any series authenticated and delivered from time to time under
this Indenture.

                 "Security Register" shall have the meaning specified in
Section 305.

                 "Security Registrar" means the Person who keeps the Security
Register specified in Section 305.

                 "Securityholder" means a Person in whose name a Security is
registered in the Security Register.

   17
                                                                              10

                 "Special Record Date" for the payment of any Defaulted
Interest (as defined in Section 307) means a date fixed by the Trustee pursuant
to Section 307.

                 "Stated Maturity" when used with respect to any Security or
any installment of principal thereof or interest thereon means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

                 "Subsidiary" of any specified corporation means any
corporation at least a majority of whose outstanding Voting Stock shall at the
time be owned, directly or indirectly, by the specified corporation or by one
or more of its Subsidiaries, or both.

                 "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at
the date as of which this instrument was executed except as provided in Section
905.

                 "Trustee" means the Person named as the Trustee in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean and include each Person who is then a Trustee hereunder.
If at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

                 "Unrestricted Subsidiary" means any Subsidiary which is not a
Restricted Subsidiary.

                 "Vice President" when used with respect to the Company or the
Trustee means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president", including,
without limitation, an assistant vice president.

                 "Voting Stock", as applied to the stock of any corporation,
means stock of any class or classes (however designated) having by the terms
thereof ordinary voting power to elect a majority of the members of the board
of directors (or other governing body) of such corporation other than stock
having such power only by reason of the happening of a contingency.

   18
                                                                              11

                 Section 102.  Compliance Certificates and Opinions.  Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such Counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                 Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

                 (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                 (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                 (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to
         enable him to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

                 (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

                 Section 103.  Form of Documents Delivered to Trustee.  In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to the other matters, and any such Person may

   19
                                                                              12

certify or give an opinion as to such matters in one or several documents.

                 Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous.  Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

                 Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                 Section 104.  Acts of Securityholders.  (a)  Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Securityholders or
Securityholders of any series may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Securityholders in
person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee, and, where it is hereby
expressly required, to the Company.  If any Securities are denominated in coin
or currency other than that of the United States, then for the purposes of
determining whether the Holders of the requisite principal amount of Securities
have taken any action as herein described, the principal amount of such
Securities shall be deemed to be that amount of United States dollars that
could be obtained for such principal amount on the basis of the spot rate of
exchange into United States dollars for the currency in which such Securities
are denominated (as evidenced to the Trustee by an Officers' Certificate) as of
the date the taking of such action by the Holders of such

   20
                                                                              13

requisite principal amount is evidenced to the Trustee as provided in the
immediately preceding sentence.  Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Securityholders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
601) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

                 (b)  The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness to such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof.  Where such execution is by an officer of a corporation or a member of
a partnership, on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of his authority.  The fact
and date of the execution of any such instrument or writing, or the authority
of the person executing the same, may also be proved in any other manner which
the Trustee deems sufficient.

                 (c)  The ownership of Securities shall be proved by the
Security Register.

                 (d)  If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, by Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other action, but
the Company shall have no obligation to do so.  If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other action may be given before or after the record date, but only the Holders
of record at the close of business on the record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Securities Outstanding have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Securities Outstanding shall be computed
as of the record date; provided that no such authorization, agreement or
consent by the Holders on

   21
                                                                              14

the record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the record date.

                 (e)  Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Security shall bind the
Holder of every Security issued upon the transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done or suffered to be done
by the Trustee or the Company in reliance thereon whether or not notation of
such action is made upon such Security.

                 Section 105.  Notices, etc., to Trustee and Company.  Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Securityholders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

                 (1) the Trustee by any Securityholder or by the Company shall
         be sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         or

                 (2) the Company by the Trustee or by any Securityholder shall
         be sufficient for every purpose hereunder (except as provided in
         Section 501(4) or, in the case of a request for repayment, as
         specified in the Security carrying the right to repayment) if in
         writing and mailed, first-class postage prepaid, to the Company
         addressed to it at the address of its principal office specified in
         the first paragraph of this instrument or at any other address
         previously furnished in writing to the Trustee by the Company.

                 Section 106.  Notices to Securityholders; Waiver.  Where this
Indenture or any Security provides for notice to Securityholders of any event,
such notice shall be sufficiently given (unless otherwise herein or in such
Security expressly provided) if in writing and mailed, first-class postage
prepaid, to each Securityholder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.  In
any case where notice to Securityholders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular
Securityholder shall affect the sufficiency of such notice

   22
                                                                              15

with respect to other Securityholders.  Where this Indenture or any Security
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Securityholders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

                 In case, by reason of the suspension of regular mail service
as a result of a strike, work stoppage or otherwise, it shall be impractical to
mail notice of any event to any Securityholder when such notice is required to
be given pursuant to any provision of this Indenture, then any method of
notification as shall be satisfactory to the Trustee and the Company shall be
deemed to be a sufficient giving of such notice.

                 Section 107.  Conflict with Trust Indenture Act.  If any
provision hereof limits, qualifies or conflicts with the duties imposed by any
of Sections 310 to 317, inclusive, of the Trust Indenture Act through the
operation of Section 318(c)thereof, such imposed duties shall control.

                 Section 108.  Effect of Headings and Table of Contents.  The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                 Section 109.  Successors and Assigns.  All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

                 Section 110.  Separability Clause.  In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                 Section 111.  Benefits of Indenture.  Nothing in this
Indenture or in any Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, any
Authenticating Agent or Paying Agent, the Security Registrar and the Holders of
Securities (or such of them as may be affected thereby), any

   23
                                                                              16

benefit or any legal or equitable right, remedy or claim under this Indenture.

                 Section 112.  Governing Law.  This Indenture shall be
construed in accordance with and governed by the laws of the State of New York.

                 Section 113.  Counterparts.  This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and
the same instrument.

                 Section 114.  Judgment Currency.  The Company agrees, to the
fullest extent that it may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of, or premium or interest, if any, on
the Securities of any series (the "Required Currency") into a currency in which
a judgment will be rendered (the "Judgment Currency"), the rate of exchange
used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in the City of New York the Required Currency with
the Judgment Currency on the New York Banking Day (as defined below) preceding
that on which final unappealable judgment is given and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required
Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture.  For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in the City of New York or a day on which banking institutions in
the City of New York are authorized or required by law or executive order to
close.

   24
                                                                              17

                                  ARTICLE TWO

                                 Security Forms

                 Section 201.  Forms Generally.  The Securities shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon,
as may be required to comply with applicable laws or regulations or with the
rules of any securities exchange, or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.  Any portion of the text of any Security may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Security.

                 The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities, subject, with respect to the Securities of any series, to the rules
of any securities exchange on which such Securities are listed.

                 Section 202.  Forms of Securities.  Each Security shall be in
one of the forms approved from time to time by or pursuant to a Board
Resolution, or established in one or more indentures supplemental hereto.
Prior to the delivery of a Security to the Trustee for authentication in any
form approved by or pursuant to a Board Resolution, the Company shall deliver
to the Trustee the Board Resolution by or pursuant to which such form of
Security has been approved, which Board Resolution shall have attached thereto
a true and correct copy of the form of Security which has been approved thereby
or, if a Board Resolution authorizes a specific officer or officers to approve
a form of Security, a certificate of such officer or officers approving the
form of Security attached thereto.  Any form of Security approved by or
pursuant to a Board Resolution must be acceptable as to form to the Trustee,
such acceptance to be evidenced by the Trustee's authentication of Securities
in that form or a certificate signed by a Responsible Officer of the Trustee
and delivered to the Company.

   25
                                                                              18

                 Section 203.  Form of Trustee's Certificate of Authentication.
The form of Trustee's Certificate of Authentication for any Security issued
pursuant to this Indenture shall be substantially as follows:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                 This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                                   CITIBANK, N.A.,
                                                     as Trustee,

                                                     By:
                                                        -----------------------
                                                           Authorized Signatory

                 Section 204.  Securities Issuable in the Form of a Global
Security.  (a)  If the Company shall establish pursuant to Sections 202 and 301
that the Securities of a particular series are to be issued in whole or in part
in the form of one or more Global Securities, then the Company shall execute
and the Trustee or its agent shall, in accordance with Section 303 and the
Company Request delivered to the Trustee or its agent thereunder, authenticate
and deliver, such Global Security or Securities, which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
the Outstanding Securities of such series to be represented by such Global
Security or Securities, or such portion thereof as the Company shall specify in
a Company Request, (ii) shall be registered in the name of the Depositary for
such Global Security or Securities or its nominee, (iii) shall be delivered by
the Trustee or its agent to the Depositary or pursuant to the Depositary's
instruction and (iv) shall bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for the individual
Securities represented hereby, this Global Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary."

   26
                                                                              19

                 (b)  Notwithstanding any other provisions of this Section 204
or of Section 305, and subject to the provisions of paragraph (c) below, unless
the terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for individual Securities, a Global Security may
be transferred, in whole but not in part and in the manner provided in Section
305, only to a nominee of the Depositary for such Global Security, or to the
Depositary, or a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.

                 (c)  (i)  If any time the Depositary for a Global Security
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time the Depositary for the Securities
for such series ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation,
the Company shall appoint a successor Depositary with respect to such Global
Security. If a successor Depositary for such Global Security is not appointed
by the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company will execute, and the Trustee or its
agent, upon receipt of a Company Request for the authentication  and delivery
of individual Securities of such series in exchange for such Global Security,
will authenticate and deliver, individual Securities of such series of like
tenor and terms in an aggregate principal amount equal to the principal amount
of the Global Security in exchange for such Global Security.

                 (ii)  The Company may at any time and in its sole discretion
determine that the Securities of any series or portion thereof issued or
issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities.  In such event the Company
will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of individual Securities of such series in exchange
in whole or in part for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of such Global
Security or Securities representing such series or portion thereof in exchange
for such Global Security or Securities.

   27
                                                                              20

                 (iii)  If specified by the Company pursuant to Sections 202
and 301 with respect to Securities issued or issuable in the form of a Global
Security, the Depositary for such Global Security may surrender such Global
Security in exchange in whole or in part for individual Securities of such
series of like tenor and terms in definitive form on such terms as are
acceptable to the Company and such Depositary.  Thereupon the Company shall
execute, and the Trustee or its agent shall authenticate and deliver, without
service charge, (1) to each Person specified by such Depositary a new Security
or Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person's beneficial interest in the Global Security;
and (2) to such Depositary a new Global Security of like tenor and terms and in
an authorized denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate principal
amount of Securities delivered to the Holders thereof.

                 (iv)  In any exchange provided for in any of the preceding
three paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Securities in definitive registered form in
authorized denominations.  Upon the exchange of the entire principal amount of
a Global Security for individual Securities, such Global Security shall be
cancelled by the Trustee or its agent.  Except as provided in the preceding
paragraph, Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee or the
Security Registrar.  The Trustee or the Security Registrar shall deliver such
Securities to the Persons in whose names such Securities are so registered.

   28
                                                                              21

                                 ARTICLE THREE

                                 The Securities

                 Section 301.  General Title; General Limitations; Issuable in
Series; Terms of Particular Series.  The aggregate principal amount of
Securities which may be authenticated and delivered and Outstanding under this
Indenture is not limited.

                 The Securities may be issued in one or more series up to an
aggregate principal amount of Securities as from time to time may be authorized
by the Board of Directors.  All Securities of each series under this Indenture
shall in all respects be equally and ratably entitled to the benefits hereof
with respect to such series without preference, priority or distinction on
account of the actual time of the authentication and delivery or Stated
Maturity of the Securities of such series.

                 Each series of Securities shall be created either by or
pursuant to a Board Resolution or by or pursuant to an indenture supplemental
hereto.  The Securities of each such series may bear such date or dates, be
payable at such place or places, have such Stated Maturity or Maturities, be
issuable at such premium over or discount from their face value, bear interest
at such rate or rates (which may be fixed or floating), from such date or
dates, payable in such installments and on such dates and at such place or
places to the Holders of Securities registered as such on such Regular Record
Dates, or may bear no interest, and may be redeemable or repayable at such
Redemption Price or Prices or Repayment Price or Prices, as the case may be,
whether at the option of the Holder or otherwise, and upon such terms, all as
shall be provided for in or pursuant to the Board Resolution or in or pursuant
to the supplemental indenture creating that series.  There may also be
established in or pursuant to a Board Resolution or in or pursuant to a
supplemental indenture prior to the issuance of Securities of each such series,
provision for:

                 (1) the exchange or conversion of the Securities of that
         series, at the option of the Holders thereof, for or into new
         Securities of a different series or other securities or other
         property, including shares of capital stock of the Company or any
         subsidiary of the Company or securities directly or indirectly
         convertible into or exchangeable for any such shares;

   29
                                                                              22

                 (2) a sinking or purchase fund or other analogous obligation;

                 (3) if other than U.S. dollars, the currency or currencies or
         units based on or related to currencies (including European Currency
         Units) in which the Securities of such series shall be denominated and
         in which payments of principal of, and any premium and interest on,
         such Securities shall or may be payable;

                 (4) if the principal of (and premium, if any) or interest, if
         any, on the Securities of such series are to be payable, at the
         election of the Company or a holder thereof, in a currency or
         currencies or units based on or related to currencies (including
         European Currency Units) other than that in which the Securities are
         stated to be payable, the period or periods within which, and the
         terms and conditions upon which, such election may be made;

                 (5) if the amount of payments of principal of (and premium, if
         any) or interest, if any, on the Securities of such series may be
         determined with reference to an index based on (i) a currency or
         currencies or units based on or related to currencies (including
         European Currency Units) other than that in which the Securities are
         stated to be payable, (ii) changes in the price of one or more other
         securities or groups or indexes of securities or (iii) changes in the
         prices of one or more commodities or groups or indexes of commodities,
         or any combination of the foregoing, the manner in which such amounts
         shall be determined;

                 (6) if the aggregate principal amount of the Securities of
         that series is to be limited, such limitations;

                 (7) the exchange of Securities of that series, at the option
         of the Holders thereof, for other Securities of the same series of the
         same aggregate principal amount of a different authorized kind or
         different authorized denomination or denominations, or both;

                 (8) the appointment by the Trustee of an Authenticating Agent
         in one or more places other than the location of the office of the
         Trustee with power to act on behalf of the Trustee and subject to its
         direction in the authentication and delivery of the

   30

                                                                              23

         Securities of any one or more series in connection with such
         transactions as shall be specified in the provisions of this Indenture
         or in or pursuant to the Board Resolution or the supplemental
         indenture creating such series;

                 (9) the portion of the principal amount of Securities of the
         series, if other than the total principal amount thereof, which shall
         be payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502 or provable in bankruptcy pursuant to Section
         504;

                 (10) any Event of Default with respect to the Securities of
         such series, if not set forth herein and any additions, deletions or
         other changes to the Events of Default set forth herein that shall be
         applicable to the Securities of such series (including a provision
         making any Event of Default set forth herein inapplicable to the
         Securities of that series);

                 (11) any covenant solely for the benefit of the Securities of
         such series and any additions, deletions or other changes to the
         provisions of Article Ten or any definitions relating to such Article
         that shall be applicable to the Securities of such series (including a
         provision making any Section of such Article inapplicable to the
         Securities of such series);

                 (12) the applicability of Section 403 of this Indenture to the
         Securities of such series;

                 (13)  if the Securities of the series shall be issued in whole
         or in part in the form of a Global Security or Global Securities, the
         terms and conditions, if any, upon which such Global Security or
         Global Securities may be exchanged in whole or in part for other
         individual Securities; and the Depositary for such Global Security or
         Global Securities (if other than the Depositary specified in Section
         101 hereof); and

                 (14)  any other terms of the series, which shall not be
         inconsistent with the provisions of this Indenture,

all upon such terms as may be determined in or pursuant to a Board Resolution
or in or pursuant to a supplemental

   31
                                                                              24

indenture with respect to such series.  All Securities of the same series shall
be substantially identical in tenor and effect, except as to denomination.

                 The form of the Securities of each series shall be established
pursuant to the provisions of this Indenture in or pursuant to the Board
Resolution or in or pursuant to the supplemental indenture creating such
series.  The Securities of each series shall be distinguished from the
Securities of each other series in such manner, reasonably satisfactory to the
Trustee, as the Board of Directors may determine.

                 Unless otherwise provided with respect to Securities of a
particular series, the Securities of any series may only be issuable in
registered form, without coupons.

                 Any terms or provisions in respect of the Securities of any
series issued under this Indenture may be determined pursuant to this Section
by providing in a Board Resolution or supplemental indenture for the method by
which such terms or provisions shall be determined.

                 Section 302.  Denominations.  The Securities of each series
shall be issuable in such denominations and currency as shall be provided in
the provisions of this Indenture or in or pursuant to the Board Resolution or
the supplemental indenture creating such series.  In the absence of any such
provisions with respect to the Securities of any series, the Securities of that
series shall be issuable only in fully registered form in denominations of
$1,000 and any integral multiple thereof.

                 Section 303.  Execution, Authentication and Delivery and
Dating.  The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, one of its Vice Presidents or its
Treasurer under its corporate seal reproduced thereon and attested by its
Secretary or one of its Assistant Secretaries.  The signature of any of these
officers on the Securities may be manual or facsimile.

                 Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery

   32
                                                                              25

of such Securities or did not hold such offices at the date of such Securities.

                 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication; and the Trustee shall, upon Company
Order, authenticate and deliver such Securities as in this Indenture provided
and not otherwise.

                 Prior to any such authentication and delivery, the Trustee
shall be entitled to receive, in addition to any Officers' Certificate and
Opinion of Counsel required to be furnished to the Trustee pursuant to Section
102, and the Board Resolution and any certificate relating to the issuance of
the series of Securities required to be furnished pursuant to Section 202, an
Opinion of Counsel stating that:

                 (1) all instruments furnished to the Trustee conform to the
         requirements of the Indenture and constitute sufficient authority
         hereunder for the Trustee to authenticate and deliver such Securities;

                 (2) the form and terms of such Securities have been
         established in conformity with the provisions of this Indenture;

                 (3) all laws and requirements with respect to the execution
         and delivery by the Company of such Securities have been complied
         with, the Company has the corporate power to issue such Securities and
         such Securities have been duly authorized and delivered by the Company
         and, assuming due authentication and delivery by the Trustee,
         constitute legal, valid and binding obligations of the Company
         enforceable in accordance with their terms (subject, as to enforcement
         of remedies, to applicable bankruptcy, reorganization, insolvency,
         moratorium or other laws and legal principles affecting creditors'
         rights generally from time to time in effect and to general equitable
         principles, whether applied in an action at law or in equity) and
         entitled to the benefits of this Indenture, equally and ratably with
         all other Securities, if any, of such series Outstanding;

               (4) the Indenture is qualified under the Trust Indenture Act; and

   33
                                                                              26

                 (5) such other matters as the Trustee may reasonably request;

and, if the authentication and delivery relates to a new series of Securities
created by an indenture supplemental hereto, also stating that all laws and
requirements with respect to the form and execution by the Company of the
supplemental indenture with respect to that series of Securities have been
complied with, the Company has corporate power to execute and deliver any such
supplemental indenture and has taken all necessary corporate action for those
purposes and any such supplemental indenture has been executed and delivered
and constitutes the legal, valid and binding obligation of the Company
enforceable in accordance with its terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws and legal principles affecting creditors' rights generally from time
to time in effect and to general equitable principles, whether applied in an
action at law or in equity).

                 The Trustee shall not be required to authenticate such
Securities if the issue thereof will adversely affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture.

                 Unless otherwise provided in the form of Security for any
series, all Securities shall be dated the date of their authentication.

                 No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

                 Section 304.  Temporary Securities.  Pending the preparation
of definitive Securities of any series, the Company may execute, and, upon
receipt of the documents required by Section 303, together with a Company
Order, the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate

   34
                                                                              27

insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of
such Securities.

                 If temporary Securities of any series are issued, the Company
will cause definitive Securities of such series to be prepared without
unreasonable delay.  After the preparation of definitive Securities, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment, without
charge to the Holder; and upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of such series of authorized denominations and of like
tenor and terms.  Until so exchanged the temporary Securities of such series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

                 Section 305.  Registration, Transfer and Exchange.  The
Company shall keep or cause to be kept a register or registers (herein
sometimes referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities, or of Securities of a particular series, and for
transfers of Securities or of Securities of such series.  Any such register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time.  At all reasonable times the information
contained in such register or registers shall be available for inspection by
the Trustee at the office or agency to be maintained by the Company as provided
in Section 1002.

                 Subject to Section 204, upon surrender for transfer of any
Security of any series at the office or agency of the Company in a Place of
Payment, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of such series of any authorized denominations, of a like
aggregate principal amount and Stated Maturity and of like tenor and terms.

                 Subject to Section 204, at the option of the Holder,
Securities of any series may be exchanged for other

   35
                                                                              28

Securities of such series of any authorized denominations, of a like aggregate
principal amount and Stated Maturity, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Securityholder making the exchange is
entitled to receive.

                 All Securities issued upon any transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

                 Every Security presented or surrendered for transfer or
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

                 Unless otherwise provided in the Security to be transferred or
exchanged, no service charge shall be made on any Securityholder for any
transfer or exchange of Securities, but the Company may (unless otherwise
provided in such Security) require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
transfer or exchange of Securities, other than exchanges pursuant to Section
304 or 906 not involving any transfer.

                 The Company shall not be required (i) to issue, transfer or
exchange any Security of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of such series selected for redemption under Section 1103 and ending
at the close of business on the date of such mailing, or (ii) to transfer or
exchange any Security so selected for redemption in whole or in part.

                 None of the Company, the Trustee, any agent of the Trustee,
any Paying Agent or the Security Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

   36
                                                                              29

                 The Company initially appoints the Trustee to act as Security
Registrar for the Securities on its behalf.  The Company may at any time and
from time to time authorize any Person to act as Security Registrar in place of
the Trustee with respect to any series of Securities issued under this
Indenture.

                 Section 306.  Mutilated, Destroyed, Lost and Stolen
Securities.  If (i) any mutilated Security is surrendered to the Trustee, or
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and (ii) there is delivered to the
Company and the Trustee such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Security, a new Security of like tenor, series, stated maturity and
principal amount, bearing a number not contemporaneously Outstanding.

                 In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

                 Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                 Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued hereunder.

                 The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

   37
                                                                              30

                 Section 307.  Payment of Interest; Interest Rights Preserved.
Unless otherwise provided with respect to such Security pursuant to Section
301, interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

                 Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of his having
been such Holder; and, except as hereinafter provided, such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in Clause
(1) or Clause (2) below:

                 (1)  The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names any such Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner.  The Company
         shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each such Security and the date of the
         proposed payment, and at the same time the Company shall deposit with
         the Trustee an amount of money equal to the aggregate amount proposed
         to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this Clause provided.  Thereupon the Trustee shall fix
         a Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 nor less than 10 days prior to the date of
         the proposed payment and not less than 10 days after the receipt by
         the Trustee of the notice of the proposed payment.  The Trustee shall
         promptly notify the Company of such Special Record Date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record
         Date therefor to be mailed, first-class postage prepaid, to the Holder
         of each such Security at his address as it

   38
                                                                              31

         appears in the Security Register, not less than 10 days prior to such
         Special Record Date.  Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been mailed as
         aforesaid, such Defaulted Interest shall be paid to the Persons in
         whose names such Securities (or their respective Predecessor
         Securities) are registered on such Special Record Date and shall no
         longer be payable pursuant to the following Clause (2).

                 (2)  The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which such Securities may be listed, and upon
         such notice as may be required by such exchange, if, after notice
         given by the Company to the Trustee of the proposed payment pursuant
         to this Clause, such manner of payment shall be deemed practicable by
         the Trustee.

                 If any installment of interest the Stated Maturity of which is
on or prior to the Redemption Date for any Security called for redemption
pursuant to Article Eleven is not paid or duly provided for on or prior to the
Redemption Date in accordance with the foregoing provisions of this Section,
such interest shall be payable as part of the Redemption Price of such
Securities.

                 Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon transfer of or in exchange for or
in lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.

                 Section 308.  Persons Deemed Owners.  The Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
any Security is registered in the Security Register as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any), and (subject to Section 307) interest on, such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                 Section 309.  Cancellation.  All Securities surrendered for
payment, redemption, transfer, conversion or exchange or credit against a
sinking fund shall, if surren-

   39
                                                                              32

dered to any Person other than the Trustee, be delivered to the Trustee and, if
not already cancelled, shall be promptly cancelled by it.  The Company may at
any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly
cancelled by the Trustee.  No Security shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture.  The Trustee shall destroy all cancelled
Securities and deliver a certificate of such destruction to the Company.

                 Section 310.  Computation of Interest.  Unless otherwise
provided as contemplated in Section 301, interest on the Securities shall be
calculated on the basis of a 360-day year of twelve 30-day months.

                 Section 311.  Medium-term Securities.  Notwithstanding any
contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary for the Company to
deliver to the Trustee an Officers' Certificate, Board Resolution, supplemental
indenture, Opinion of Counsel or Company Request otherwise required pursuant to
Sections 202, 301 and 303 at or prior to the time of authentication of each
Security of such series if such documents are delivered to the Trustee or its
agent at or prior to the authentication upon original issuance of the first
Security of such series to be issued; provided that any subsequent request by
the Company to the Trustee to authenticate Securities of such series upon
original issuance shall constitute a representation and warranty by the Company
that as of the date of such request, the statements made in the Officers'
Certificate delivered pursuant to Section 102 shall be true and correct as if
made on such date.

                 An Officers' Certificate, supplemental indenture or Board
Resolution delivered by the Company to the Trustee in the circumstances set
forth in the preceding paragraph may provide that Securities which are the
subject thereof will be authenticated and delivered by the Trustee or its agent
on original issue from time to time upon the telephonic or written order of
persons designated in such Officers' Certificate or supplemental indenture (any
such telephonic instructions to be confirmed promptly in writing by such
persons) and that such persons are authorized to determine, consistent with
such Officers' Certificate,

   40
                                                                              33

supplemental indenture or Board Resolution, such terms and conditions of said
Securities as are specified in such Officers' Certificate, supplemental
indenture or Board Resolution.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

                 Section 401.  Satisfaction and Discharge of Indenture.  This
Indenture shall cease to be of further effect with respect to any series of
Securities (except as to any surviving rights of conversion or, transfer or
exchange of Securities of such series expressly provided for herein or in the
form of Security for such series), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

                 (1) either

                          (A) all Securities of that series theretofore
                 authenticated and delivered (other than (i) Securities of such
                 series which have been destroyed, lost or stolen and which
                 have been replaced or paid as provided in Section 306, and
                 (ii) Securities of such series for whose payment money has
                 theretofore been deposited in trust or segregated and held in
                 trust by the Company and thereafter repaid to the Company or
                 discharged from such trust, as provided in Section 1003) have
                 been delivered to the Trustee cancelled or for cancellation;
                 or

                          (B) all such Securities of that series not
                 theretofore delivered to the Trustee cancelled or for
                 cancellation

                                  (i) have become due and payable, or

                                  (ii) will become due and payable at their
                          Stated Maturity within one year, or

                                  (iii) are to be called for redemption within
                          one year under arrangements satisfactory to the
                          Trustee for the giving of

   41
                                                                              34

                          notice of redemption by the Trustee in the name, and
                          at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee cancelled or for
cancellation, for principal (and premium, if any) and interest to the date of
such deposit (in the case of Securities which have become due and payable), or
to the Stated Maturity or Redemption Date, as the case may be;

                 (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Securities of
         such series; and

                 (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture with respect to the Securities of such
         series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect
to any series of Securities, the obligations of the Company to the Trustee with
respect to that series under Section 607 shall survive and the obligations of
the Trustee under Sections 402 and 1003 shall survive.

                 Section 402.  Application of Trust Money.  All money deposited
with the Trustee pursuant to Section 401 or Section 403 shall be held in trust
and applied by it, in accordance with the provisions of the series of
Securities in respect of which it was deposited and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

                 Section 403.  Satisfaction, Discharge and Defeasance of
Securities of any Series.  If this Section 403 is specified, as contemplated by
Section 301, to be applicable to Securities of any series, the Company shall be

   42
                                                                              35

deemed to have paid and discharged the entire indebtedness on all the
Securities of any such series at the time outstanding, and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction, discharge and defeasance of such indebtedness, when

                 (1) either

                          (A) with respect to all Securities of such series at
                 the time outstanding,

                                  (i) the Company has deposited or caused to be
                          deposited with the Trustee as trust funds in trust
                          for such purpose an amount sufficient to pay and
                          discharge the entire indebtedness on all such
                          Securities for principal (and premium, if any) and
                          interest, on the days on which such principal (and
                          premium, if any) or interest, as the case may be, is
                          due and payable in accordance with the terms of this
                          Indenture and such Securities, to the date of
                          maturity or date of redemption thereof as
                          contemplated by the penultimate paragraph of this
                          Section 403, as the case may be; or

                                  (ii) the Company has deposited or caused to
                          be deposited with the Trustee as obligations in trust
                          for such purpose such amount of direct obligations
                          of, or obligations the principal of and interest on
                          which are fully guaranteed by, the government which
                          issued the currency in which such Securities are
                          denominated as will, together with the income to
                          accrue thereon without consideration of any
                          reinvestment thereof, be sufficient to pay and
                          discharge the entire indebtedness on all such
                          Securities for principal (and premium, if any) and
                          interest, on the days on which such principal (and
                          premium, if any) or interest, as the case may be, is
                          due and payable in accordance with the terms of this
                          Indenture and such Securities, to the date of
                          maturity or date of redemption thereof as
                          contemplated by the penultimate paragraph of this
                          Section 403, as the case may be; or

   43
                                                                              36

                          (B) the Company has properly fulfilled such other
                 means of satisfaction and discharge as is specified, as
                 contemplated by Section 301, to be applicable to the
                 Securities of such series;

                 (2) the Company has paid or caused to be paid all other sums
         payable with respect to the Securities of such series at the time
         Outstanding;

                 (3) such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement
         or instrument to which the Company is a party or by which it is bound;

                 (4) no Event of Default or event which, after notice or lapse
         of time or both, would become an Event of Default shall have occurred
         and be continuing on the date of such deposit; and

                 (5) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for relating to the satisfaction,
         discharge and defeasance of the entire indebtedness on all Securities
         of any such series at the time Outstanding have been complied with.

                 Any deposits with the Trustee referred to in Section 403(1)(A)
above shall be irrevocable.  If any Securities of such series at the time
outstanding are to be redeemed prior to their Stated Maturity, whether pursuant
to any optional redemption provisions or in accordance with any mandatory
sinking fund requirement, the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

                 Upon the satisfaction of the conditions set forth in this
Section 403 with respect to all the Securities of any series at the time
Outstanding, the terms and conditions of such series, including the terms and
conditions with respect thereto set forth in this Indenture, shall no longer be
binding upon, or applicable to, the Company, provided that the Company shall
not be discharged from any payment obligations in respect of Securities of such
series which are deemed not to be Outstanding under clause (iii) of the
definition thereof if such obligations continue to be valid obligations of the
Company under applicable law.

   44
                                                                              37

                                  ARTICLE FIVE

                                    Remedies

                 Section 501.  Events of Default.  "Event of Default", wherever
used herein, means with respect to any series of Securities any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless such event is
either inapplicable to a particular series or it is specifically deleted or
modified in the supplemental indenture creating such series of Securities or in
the form of Security for such series:

                 (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of
         such default for a period of 30 days; or

                 (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series at its Maturity; or

                 (3) default in the payment of any sinking or purchase fund or
         analogous obligation when the same becomes due by the terms of the
         Securities of such series; or

                 (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture in respect of the Securities
         of such series (other than a covenant or warranty in respect of the
         Securities of such series a default in the performance of which or the
         breach of which is elsewhere in this Section specifically dealt with),
         all of such covenants and warranties in the Indenture which are not
         expressly stated to be for the benefit of a particular series of
         Securities being deemed in respect of the Securities of all series for
         this purpose, and continuance of such default or breach for a period
         of 90 days after there has been given, by registered or certified
         mail, to the Company by the Trustee or to the Company and the Trustee
         by the Holders of at least 25% in principal amount of the Outstanding
         Securities of such series, a

   45
                                                                              38

         written notice specifying such default or breach and requiring it to
         be remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                 (5) the entry of an order for relief against the Company under
         the Federal Bankruptcy Code by a court having jurisdiction in the
         premises or a decree or order by a court having jurisdiction in the
         premises adjudging the Company a bankrupt or insolvent under any other
         applicable Federal or State law, or the entry of a decree or order
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under the Federal Bankruptcy Code or any other applicable Federal or
         State law, or appointing a receiver, liquidator, assignee, trustee,
         sequestrator (or other similar official) of the Company or of any
         substantial part of its property, or ordering the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order unstayed and in effect for a period of 60 consecutive days; or

                 (6) the consent by the Company to the institution of
         bankruptcy or insolvency proceedings against it, or the filing by it
         of a petition or answer or consent seeking reorganization or relief
         under the Federal Bankruptcy Code or any other applicable Federal or
         State law, or the consent by it to the filing of any such petition or
         to the appointment of a receiver, liquidator, assignee, trustee,
         sequestrator (or other similar official) of the Company or of any
         substantial part of its property, or the making by it of an assignment
         for the benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due, or the taking
         of corporate action by the Company in furtherance of any such action;
         or

                 (7) any other Event of Default provided in the supplemental
         indenture under which such series of Securities is issued or in the
         form of Security for such series.

                 Section 502.  Acceleration of Maturity; Rescission and
Annulment.  If an Event of Default described in paragraph (1), (2), (3), (4) or
(7) (if the Event of Default under paragraph (4) or (7) is with respect to less
than all series of Securities then Outstanding) of Section 501 occurs

   46
                                                                              39

and is continuing with respect to any series, then and in each and every such
case, unless the principal of all the Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities of such series then
Outstanding hereunder (each such series acting as a separate class), by notice
in writing to the Company (and to the Trustee if given by Holders), may declare
the principal amount (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) of all the Securities of such series then
Outstanding and all accrued interest thereon to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately
due and payable, anything in this Indenture or in the Securities of such series
contained to the contrary notwithstanding.  If an Event of Default described in
paragraph (4) or (7) (if the Event of Default under paragraph (4) or (7) is
with respect to all series of Securities then Outstanding), (5) or (6) of
Section 501 occurs and is continuing, then and in each and every such case,
unless the principal of all the Securities shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Securities then Outstanding hereunder (treated as
one class), by notice in writing to the Company (and to the Trustee if given by
Holders), may declare the principal amount (or, if any Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms thereof) of all the Securities then Outstanding and all
accrued interest thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities contained to the contrary
notwithstanding.

                 At any time after such a declaration of acceleration has been
made with respect to the Securities of any series and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

                 (1) the Company has paid or deposited with the Trustee a sum
         sufficient to pay

   47
                                                                              40

                          (A) all overdue installments of interest on the
                 Securities of such series,

                          (B) the principal of (and premium, if any, on) any
                 Securities of such series which have become due otherwise than
                 by such declaration of acceleration, and interest thereon at
                 the rate or rates prescribed therefor by the terms of the
                 Securities of such series, to the extent that payment of such
                 interest is lawful,

                          (C) interest upon overdue installments of interest at
                 the rate or rates prescribed therefor by the terms of the
                 Securities of such series to the extent that payment of such
                 interest is lawful, and

                          (D) all sums paid or advanced by the Trustee
                 hereunder and the reasonable compensation, expenses,
                 disbursements and advances of the Trustee, its agents and
                 counsel and all other amounts due the Trustee under Section
                 607;

and

                 (2) all Events of Default with respect to such series of
         Securities, other than the nonpayment of the principal of the
         Securities of such series which have become due solely by such
         acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

                 Section 503.  Collection of Indebtedness and Suits for
Enforcement by Trustee.  The Company covenants that if

                 (1) default is made in the payment of any installment of
         interest on any Security of any series when such interest becomes due
         and payable, or

                 (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof, or

                 (3) default is made in the payment of any sinking or purchase
         fund or analogous obligation when the same

   48
                                                                              41

         becomes due by the terms of the Securities of any series,

and any such default continues for any period of grace provided with respect to
the Securities of such series, the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holder of any such Security (or the Holders
of any such series in the case of Clause (3) above), the whole amount then due
and payable on any such Security (or on the Securities of any such series in
the case of Clause (3) above) for principal (and premium, if any) and interest,
with interest, to the extent that payment of such interest shall be legally
enforceable, upon the overdue principal (and premium, if any) and upon overdue
installments of interest, at such rate or rates as may be prescribed therefor
by the terms of any such Security (or of Securities of any such series in the
case of Clause (3) above); and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and all other amounts due the Trustee under
Section 607.

                 If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities
of such series and collect the money adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.

                 If an Event of Default with respect to any series of
Securities occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities
of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy.

                 Section 504.  Trustee May File Proofs of Claim.  In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement,

   49
                                                                              42

adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Securities or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceedings
or otherwise,

                 (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents
         as may be necessary and advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel and all other amounts due the Trustee under Section 607) and
         of the Securityholders allowed in such judicial proceeding, and

                 (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each
Securityholder to make such payment to the Trustee and in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

                 Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.

                 Section 505.  Trustee May Enforce Claims Without Possession of
Securities.  All rights of action and claims under this Indenture or the
Securities of any series may be

   50
                                                                              43

prosecuted and enforced by the Trustee without the possession of any of the
Securities of such series or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agent and counsel, be
for the ratable benefit of the Holders of the Securities of the series in
respect of which such judgment has been recovered.

                 Section 506.  Application of Money Collected.  Any money
collected by the Trustee with respect to a series of Securities pursuant to
this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest, upon presentation of the
Securities of such series and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

                 FIRST:  To the payment of all amounts due the Trustee under
Section 607.

                 SECOND:  To the payment of the amounts then due and unpaid
upon the Securities of that series for principal (and premium, if any) and
interest, in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities for principal (and premium, if
any) and interest, respectively.

                 Section 507.  Limitation on Suits.  No Holder of any Security
of any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless

                 (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to Securities of
         such series;

                 (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of such series shall have made written
         request to the Trustee to

   51
                                                                              44

         institute proceedings in respect of such Event of Default in its own
         name as Trustee hereunder;

                 (3) such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

                 (4) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                 (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of
         a majority in principal amount of the Outstanding Securities of such
         series;

it being understood and intended that no one or more Holders of Securities of
such series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders of Securities of such series, or to obtain or
to seek to obtain priority or preference over any other such Holders or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal and proportionate benefit of all the Holders of all
Securities of such series.

                 Section 508.  Unconditional Right of Securityholders to
Receive Principal, Premium and Interest.  Notwithstanding any other provisions
in this Indenture, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption or repayment, on the Redemption Date or Repayment Date, as the case
may be) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.

                 Section 509.  Restoration of Rights and Remedies.  If the
Trustee or any Securityholder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, then and in every such case the Company, the
Trustee and the Securityholders shall, subject to any determination in such
proceeding, be restored

   52
                                                                              45

severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Securityholders shall continue
as though no such proceeding had been instituted.

                 Section 510.  Rights and Remedies Cumulative.  No right or
remedy herein conferred upon or reserved to the Trustee or to the
Securityholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                 Section 511.  Delay or Omission Not Waiver.  No delay or
omission of the Trustee or of any Holder of any Security to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article or by law to the Trustee
or to the Securityholders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Securityholders, as the case
may be.

                 Section 512.  Control by Securityholders.  The Holders of a
majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series,
provided that

                 (1) the Trustee shall have the right to decline to follow any
         such direction if the Trustee, being advised by counsel, determines
         that the action so directed may not lawfully be taken or would
         conflict with this Indenture or if the Trustee in good faith shall, by
         a Responsible Officer, determine that the proceedings so directed
         would involve it in personal liability or be unjustly prejudicial to
         the Holders not taking part in such direction, and

   53
                                                                              46

                 (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

                 Section 513.  Waiver of Past Defaults.  The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences,
except a default not theretofore cured

                 (1) in the payment of the principal of (or premium, if any) or
         interest on any Security of such series, or in the payment of any
         sinking or purchase fund or analogous obligation with respect to the
         Securities of such series, or

                 (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series.

                 Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

                 Section 514.  Undertaking for Costs.  All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder, or group of Securityholders, holding in the
aggregate more than 10% in principal amount of the Outstanding Securities of
any series to which the suit relates, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any

   54
                                                                              47

Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption or repayment, on or after the
Redemption Date or Repayment Date).

                 Section 515.  Waiver of Stay or Extension Laws.  The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                 Section 516.  Record Dates for Action by Holders.  If the
Company shall solicit from the Holders of Securities of any series any action
(including the making of any demand or request, the giving of any direction,
notice, consent or waiver or the taking of any other action), the Company may,
at its option, by Board Resolution, fix in advance a record date for the
determination of Holders of Securities entitled to take such action, but the
Company shall have no obligation to do so.  Any such record date shall be fixed
at the Company's discretion.  If such a record date is fixed, such action may
be sought or given before or after the record date, but only the Holders of
Securities of record at the close of business on such record date shall be
deemed to be Holders of Securities for the purpose of determining whether
Holders of the requisite proportion of Securities of such series Outstanding
have authorized or agreed or consented to such action, and for that purpose the
Securities of such series Outstanding shall be computed as of such record date.

   55
                                                                              48

                                  ARTICLE SIX

                                  The Trustee

                 Section 601.  Certain Duties and Responsibilities.  

(a)  Except during the continuance of an Event of Default with respect to any 
series of Securities,

                 (1) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture with
         respect to the Securities of such series, and no implied covenants or
         obligations shall be read into this Indenture against the Trustee; and

                 (2) in the absence of bad faith on its part, the Trustee may,
         with respect to Securities of such series, conclusively rely, as to
         the truth of the statements and the correctness of the opinions
         expressed therein, upon certificates or opinions furnished to the
         Trustee and conforming to the requirements of this Indenture; but in
         the case of any such certificates or opinions which by any provision
         hereof are specifically required to be furnished to the Trustee, the
         Trustee shall be under a duty to examine the same to determine whether
         or not they conform to the requirements of this Indenture.

                 (b)  In case an Event of Default with respect to any series of
Securities has occurred and is continuing, the Trustee shall exercise with
respect to the Securities of such series such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

                 (c)  No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

                 (1) this Subsection shall not be construed to limit the effect
of Subsection (a) of this Section;

                 (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it shall be proved
         that the Trustee was negligent in ascertaining the pertinent facts;

   56
                                                                              49

                 (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with
         the direction of the Holders of a majority in principal amount of the
         Outstanding Securities of any series relating to the time, method and
         place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee,
         under this Indenture with respect to the Securities of such series;
         and

                 (4) no provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties hereunder, or in the
         exercise of any of its rights or powers, if it shall have reasonable
         grounds for believing that repayment of such funds or adequate
         indemnity against such risk or liability is not reasonably assured to
         it.

                 (d)  Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

                 Section 602.  Notice of Defaults.  Within 90 days after the
occurrence of any default hereunder with respect to Securities of any series,
the Trustee shall transmit by mail to all Securityholders of such series, as
their names and addresses appear in the Security Register, notice of such
default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in
the payment of the principal of (or premium, if any) or interest on any
Security of such series or in the payment of any sinking or purchase fund
installment or analogous obligation with respect to Securities of such series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Securityholders of such
series; and provided, further, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series no such
notice to Securityholders of such series shall be given until at least 90 days
after the occurrence thereof.  For the purpose of this Section, the term
"default", with respect to Securities

   57
                                                                              50

of any series, means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.

                 Section 603.  Certain Rights of Trustee.  Except as otherwise
provided in Section 601:

                 (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

                 (b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

                 (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate;

                 (d) the Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;

                 (e) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Securityholders pursuant to this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction;

                 (f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document, but the Trustee, in

   58
                                                                              51

its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney; and

                 (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by
it hereunder.

                 Section 604.  Not Responsible for Recitals or Issuance of
Securities.  The recitals contained herein and in the Securities, except the
certificates of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness.  The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities.  The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.

                 Section 605.  May Hold Securities.  The Trustee, any Paying
Agent, the Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar or such other agent.

                 Section 606.  Money Held in Trust.  Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law.  The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

               Section 607.  Compensation and Reimbursement.  The Company agrees

                 (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

   59
                                                                              52

                 (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                 (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of this trust, including the costs and
         expenses of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder.

                 As security for the performance of the obligations of the
Company under this Section the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (and premium,
if any) or interest on particular Securities.

                 Section 608.  Disqualification; Conflicting Interests.  The
Trustee for the Securities of any series issued hereunder shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act during the period
of time provided for therein.  In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded for
purposes of the conflicting interest provisions of such Section 310(b) the
Securities of every other series issued under this Indenture and (i) the
Indenture dated as of April 1, 1969, between Union Pacific Corporation and
Citibank, N.A., Trustee, relating to the Company's 4-3/4% Convertible
Debentures Due 1999, (ii) the Indenture dated as of August 1, 1984, between
Salt Lake County, Utah and Citibank, N.A., Trustee, relating to the Adjustable
Rate Industrial Development Revenue Bonds (Rocky Mountain Energy Company
Project, Series 1984) of Salt Lake County, Utah which are guaranteed by the
Company, (iii) the Indenture dated as of December 1, 1985, between Albany
County, Wyoming and Citibank, N.A., Trustee, relating to the Adjustable Rate
Pollution Control Revenue Bonds (Union Pacific Railroad

   60
                                                                              53

Company Project), Series 1985, of Albany County, Wyoming, with respect to which
the Company is guarantor of certain payment obligations of its Subsidiary,
Union Pacific Railroad Company, under a financing agreement which has been
assigned to the Trustee as security for the payment of such bonds, (iv) the
Indenture dated as of July 1, 1986 between Union Pacific Corporation and
Citibank, N.A., Trustee, under which the Company's 8-1/2% Sinking Fund
Debentures Due 2017 are outstanding, and (v) the Indenture dated as of April 1,
1988, as supplemented by the First Supplemental Indenture dated as of September
13, 1989, between Union Pacific Corporation and Citibank N.A., under which the
Company's Medium Term Notes Series B, Medium Term Notes Series C, Medium Term
Notes Series D, 9- 5/8% Notes Due 2002, 6% Notes Due 2003, S&P 500-Linked Notes
Due January 11, 2000, 6-1/8% Notes Due 2004 and 6-1/4% Notes Due 1999 are
outstanding.  Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

                 Section 609.  Corporate Trustee Required; Eligibility.  There
shall at all times be a Trustee hereunder with respect to each series of
Securities, which shall be a corporation organized and doing business under the
laws of the United States of America or of any State, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, and subject to supervision or examination by Federal
or State authority.  If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time the Trustee with respect to any series
of Securities shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

                 Section 610.  Resignation and Removal; Appointment of
Successor.  (a)  No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

   61
                                                                              54

                 (b)  The Trustee may resign with respect to any series of
Securities at any time by giving written notice thereof to the Company.  If an
instrument of acceptance by a successor Trustee shall not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                 (c)  The Trustee may be removed with respect to any series of
Securities at any time by Act of the Holders of a majority in principal amount
of the Outstanding Securities of that series, delivered to the Trustee and to
the Company.

                 (d)  If at any time:

                 (1) the Trustee shall fail to comply with Section 310(b) of
         the Trust Indenture Act pursuant to Section 608(a) with respect to any
         series of Securities after written request therefor by the Company or
         by any Securityholder who has been a bona fide Holder of a Security of
         that series for at least 6 months, or

                 (2) the Trustee shall cease to be eligible under Section 609
         with respect to any series of Securities and shall fail to resign
         after written request therefor by the Company or by any such
         Securityholder, or

                 (3) the Trustee shall become incapable of acting with respect
                     to any series of Securities, or

                 (4) the Trustee shall be adjudged a bankrupt or insolvent or a
         receiver of the Trustee or of its property shall be appointed or any
         public officer shall take charge or control of the Trustee or of its
         property or affairs for the purpose of rehabilitation, conservation or
         liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, with respect to the series, or in the case of Clause (4), with respect
to all series, or (ii) subject to Section 514, any Securityholder who has been
a bona fide Holder of a Security of such series for at least 6 months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a

   62
                                                                              55

successor Trustee with respect to the series, or, in the case of Clause (4),
with respect to all series.

                 (e)  If the Trustee shall resign, be removed or become
incapable of acting with respect to any series of Securities, or if a vacancy
shall occur in the office of the Trustee with respect to any series of
Securities for any cause, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee for that series of Securities.  If, within one year
after such resignation, removal or incapacity, or the occurrence of such
vacancy, a successor Trustee with respect to such series of Securities shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
such series and supersede the successor Trustee appointed by the Company with
respect to such series.  If no successor Trustee with respect to such series
shall have been so appointed by the Company or the Securityholders of such
series and accepted appointment in the manner hereinafter provided, any
Securityholder who has been a bona fide Holder of a Security of that series for
at least 6 months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to such series.

                 (f)  The Company shall give notice of each resignation and
each removal of the Trustee with respect to any series and each appointment of
a successor Trustee with respect to any series by mailing written notice of
such event by first-class mail, postage prepaid, to the Holders of Securities
of that series as their names and addresses appear in the Security Register.
Each notice shall include the name of the successor Trustee and the address of
its principal Corporate Trust Office.

                 Section 611.  Acceptance of Appointment by Successor.  Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the predecessor Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the predecessor
Trustee shall become effective with respect to any series as to which it is
resigning or being removed as Trustee, and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the

   63
                                                                              56

rights, powers, trusts and duties of the predecessor Trustee with respect to
any such series; but, on request of the Company or the successor Trustee, such
predecessor Trustee shall, upon payment of its reasonable charges, if any,
execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the predecessor Trustee, and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such predecessor Trustee hereunder with respect to all or any such
series, subject nevertheless to its lien, if any, provided for in Section 607.
Upon request of any such successor Trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

                 In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the
Company, the predecessor Trustee and each successor Trustee with respect to the
Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the predecessor Trustee with respect to the Securities of any series
as to which the predecessor Trustee is not being succeeded shall continue to be
vested in the predecessor Trustee, and shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be Trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.

                 No successor Trustee with respect to any series of Securities
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible with respect to that series
under this Article.

                 Section 612.  Merger, Conversion, Consolidation or Succession
to Business.  Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially

   64
                                                                              57

all of the corporate trust business of the Trustee, shall be the successor of
the Trustee hereunder, provided such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

                 Section 613.  Preferential Collection of Claims Against
Company.  (a)  Subject to Subsection (b) of this Section, if the Trustee shall
be or shall become a creditor, directly or indirectly, secured or unsecured, of
the Company within 3 months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities (as defined in
Subsection (c) of this Section):

                 (1) an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest, effected after the beginning of such 3-month period and
         valid as against the Company and its other creditors, except any such
         reduction resulting from the receipt or disposition of any property
         described in paragraph (2) of this Subsection, or from the exercise of
         any right of set-off which the Trustee could have exercised if a
         petition in bankruptcy had been filed by or against the Company upon
         the date of such default; and

                 (2) all property received by the Trustee in respect of any
         claim as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such 3-month period, or an amount equal to the proceeds of any such
         property, if disposed of, subject, however, to the rights, if any, of
         the Company and its other creditors in such property or such proceeds.

   65
                                                                              58

Nothing herein contained, however, shall affect the right of the Trustee

                          (A) to retain for its own account (i) payments made
                 on account of any such claim by any Person (other than the
                 Company) who is liable thereon, and (ii) the proceeds of the
                 bona fide sale of any such claim by the Trustee to a third
                 person, and (iii) distributions made in cash, securities or
                 other property in respect of claims filed against the Company
                 in bankruptcy or receivership or in proceedings for
                 reorganization pursuant to the Federal Bankruptcy Act or
                 applicable State law;

                          (B) to realize, for its own account, upon any
                 property held by it as security for any such claim, if such
                 property was so held prior to the beginning of such 3-month
                 period;

                          (C) to realize, for its own account, but only to the
                 extent of the claim hereinafter mentioned, upon any property
                 held by it as security for any such claim, if such claim was
                 created after the beginning of such 3-month period and such
                 property was received as security therefor simultaneously with
                 the creation thereof, and if the Trustee shall sustain the
                 burden of proving that at the time such property was so
                 received the Trustee had no reasonable cause to believe that a
                 default as defined in Subsection (c) of this Section would
                 occur within 3 months; or

                          (D) to receive payment on any claim referred to in
                 paragraph (B) or (C), against the release of any property held
                 as security for such claim as provided in paragraph (B) or
                 (C), as the case may be, to the extent of the fair value of
                 such property.

                 For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such 3-month period for property held as
security at the time of such substitution shall, to the extent of the fair
value of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs is
created in renewal of or in substitution for or for the purpose of repaying or
refunding

   66
                                                                              59

any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

                 If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee, the Securityholders and the holders of other
indenture securities in such manner that the Trustee, the Securityholders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Company of the
funds and property in such special account and before crediting to the
respective claims of the Trustee and the Securityholders and the holders of
other indenture securities dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, but after crediting thereon
receipts on account of the indebtedness represented by their respective claims
from all sources other than from such dividends and from the funds and property
so held in such special account.  As used in this paragraph, with respect to
any claim, the term "dividends" shall include any distribution with respect to
such claim, in bankruptcy or receivership or proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, whether such
distribution is made in cash, securities, or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim.  The court in which such bankruptcy, receivership or proceedings
for reorganization is pending shall have jurisdiction (i) to apportion between
the Trustee and the Securityholders and the holders of other indenture
securities in accordance with the provisions of this paragraph, the funds and
property held in such special account and proceeds thereof, or (ii) in lieu of
such apportionment, in whole or in part, to give to the provisions of this
paragraph due consideration in determining the fairness of the distributions to
be made to the Trustee and the Securityholders and the holders of other
indenture securities with respect to their respective claims, in which event it
shall not be necessary to liquidate or to appraise the value of any securities
or other property held in such special account or as security

   67
                                                                              60

for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to
apply the provisions of this paragraph as a mathematical formula.

                 Any Trustee which has resigned or been removed after the
beginning of such 3-month period shall be subject to the provisions of this
Subsection as though such resignation or removal had not occurred.  If any
Trustee has resigned or been removed prior to the beginning of such 3-month
period, it shall be subject to the provisions of this Subsection if and only if
the following conditions exist:

                          (i) the receipt of property or reduction of claim,
                 which would have given rise to the obligation to account, if
                 such Trustee had continued as Trustee, occurred after the
                 beginning of such 3-month period; and

                          (ii) such receipt of property or reduction of claim
                 occurred within 3 months after such resignation or removal.

                 (b)  There shall be excluded from the operation of Subsection
(a) of this Section a creditor relationship arising from

                 (1) the ownership or acquisition of securities issued under
         any indenture, or any security or securities having a maturity of one
         year or more at the time of acquisition by the Trustee;

                 (2) advances authorized by a receivership or bankruptcy court
         of competent jurisdiction, or by this Indenture, for the purpose of
         preserving any property which shall at any time be subject to the lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the
         Securityholders at the time and in the manner provided in this
         Indenture;

                 (3) disbursements made in the ordinary course of business in
         the capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

   68
                                                                              61

                 (4) an indebtedness created as a result of services rendered
         or premises rented; or an indebtedness created as a result of goods or
         securities sold in a cash transaction as defined in Subsection (c) of
         this Section;

                 (5) the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; or

                 (6) the acquisition, ownership, acceptance or negotiation of
         any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self liquidating paper as defined in
         Subsection (c) of this Section.

                 (c)  For the purposes of this Section only:

                 (1)  The term "default" means any failure to make payment in
         full of the principal of or interest on any of the Securities or upon
         the other indenture securities when and as such principal or interest
         becomes due and payable.

                 (2)  The term "other indenture securities" means securities
         upon which the Company is an obligor outstanding under any other
         indenture (i) under which the Trustee is also trustee, (ii) which
         contains provisions substantially similar to the provisions of this
         Section, and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account.

                 (3)  The term "cash transaction" means any transaction in
         which full payment for goods or securities sold is made within 7 days
         after delivery of the goods or securities in currency or in checks or
         other orders drawn upon banks or bankers and payable upon demand.

                 (4)  The term "self-liquidating paper" means any draft, bill
         of exchange, acceptance or obligation which is made, drawn, negotiated
         or incurred by the Company for the purpose of financing the purchase,
         processing, manufacturing, shipment, storage or sale of goods, wares
         or merchandise and which is secured by documents

   69
                                                                              62

         evidencing title to, possession of, or a lien upon, the goods, wares
         or merchandise or the receivables or proceeds arising from the sale of
         the goods, wares or merchandise previously constituting the security,
         provided the security is received by the Trustee simultaneously with
         the creation of the creditor relationship with the Company arising
         from the making, drawing, negotiating or incurring of the draft, bill
         of exchange, acceptance or obligation.

                 (5)  The term "Company" means any obligor upon the Securities.

                 Section 614.  Appointment of Authenticating Agent.  At any
time when any of the Securities remain Outstanding the Trustee, with the
approval of the Company, may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder.  Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as an
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and, if other than the Company itself, subject to supervision or
examination by Federal or State authority.  If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign

   70
                                                                              63

immediately in the manner and with the effect specified in this Section.

                 Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating
Agent.

                 An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and, if other than the Company, to the
Company.  The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and, if
other than the Company, to the Company.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee, with the approval of the Company, may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, as their names and addresses appear
in the Security Register.  Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

                 The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 607.

   71
                                                                              64

                 If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

                 This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                                   CITIBANK, N.A.,
                                                   as Trustee

                                        By:
                                           -------------------------
                                           As Authenticating Agent

                                        By:
                                           -------------------------
                                           Authorized Officer

                                 ARTICLE SEVEN

                     Securityholders' Lists and Reports by
                              Trustee and Company

                 Section 701.  Company To Furnish Trustee Names and Addresses
of Securityholders.  The Company will furnish or cause to be furnished to the
Trustee

                 (a) semi-annually, not more than 15 days after each Regular
         Record Date, in each year in such form as the Trustee may reasonably
         require, a list of the names and addresses of the Holders of
         Securities of such series as of such date, and

                 (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of a date not more than 15 days
         prior to the time such list is furnished,

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

   72
                                                                              65

                 Section 702.  Preservation of Information; Communications to
Securityholders.  (a)  The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of Securities received by
the Trustee in its capacity as Security Registrar.  The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list so
furnished.

                 (b)  If 3 or more Holders of Securities of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least 6 months preceding the date of
such application, and such application states that the applicants desire to
communicate with other Holders of Securities of such series or with the Holders
of all Securities with respect to their rights under this Indenture or under
such Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee
shall, within 5 Business Days after the receipt of such application, at its
election, either

                 (i) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with Section 702(a), or

                 (ii) inform such applicants as to the approximate number of
         Holders of Securities of such series or all Securities, as the case
         may be, whose names and addresses appear in the information preserved
         at the time by the Trustee in accordance with Section 702(a), and as
         to the approximate cost of mailing to such Securityholders the form of
         proxy or other communication, if any, specified in such application.

                 If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Security of such series or to all
Securityholders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section
702(a), a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to

   73
                                                                              66

the Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless, within 5 days after
such tender, the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders of Securities of such series
or all Securityholders, as the case may be, or would be in violation of
applicable law.  Such written statement shall specify the basis of such
opinion.  If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies
of such material to all Securityholders of such series or all Securityholders,
as the case may be, with reasonable promptness after the entry of such order
and the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

                 (c)  Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in
accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

                 Section 703.  Reports by Trustee.  (a)  The term "reporting
date" as used in this Section means September 1. Within 60 days after the
reporting date in each year, beginning in 1994, the Trustee shall transmit by
mail to all Securityholders, as their names and addresses appear in the

   74
                                                                              67

Security Register, a brief report dated as of such reporting date with respect
to any of the following events which may have occurred during the 12 months
preceding the date of such report (but if no such event has occurred within
such period no report need be transmitted):

                 (1) any change to its eligibility under Section 609 and its
         qualifications under Section 608;

                 (2) the creation of or any material change to a relationship
         specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
         Indenture Act;

                 (3) the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of Securities of any series, on
         any property or funds held or collected by it as Trustee, except that
         the Trustee shall not be required (but may elect) to report such
         advances if such advances so remaining unpaid aggregate not more than
         1/2 of 1% of the principal amount of the Securities of such series
         outstanding on the date of such report;

                 (4) any change to the amount, interest rate and maturity date
         of all other indebtedness owing by the Company (or by any other
         obligor on the Securities) to the Trustee in its individual capacity,
         on the date of such report, with a brief description of any property
         held as collateral security therefor, except an indebtedness based
         upon a creditor relationship arising in an manner described in Section
         613(b)(2), (3), (4) or (6);

                 (5) any change to the property and funds, if any, physically
         in the possession of the Trustee as such on the date of such report;

                 (6) any additional issue of Securities which the Trustee has
         not previously reported; and

                 (7) any action taken by the Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Securities, except action in respect of
         a

   75
                                                                              68

         default, notice of which has been or is to be withheld by the Trustee
         in accordance with Section 602.

                 (b)  The Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear in the Security Register,
a brief report with respect to the character and amount of any advances (and if
the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) since the date of the last report
transmitted pursuant to Subsection (a) of this Section (or if no such report
has yet been so transmitted, since the date of execution of this instrument)
for the reimbursement of which it claims or may claim a lien or charge, prior
to that of the Securities of any series, on property or funds held or collected
by it as Trustee, and which it has not previously reported pursuant to this
Subsection, except that the Trustee shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate
10% or less of the principal amount of the Securities Outstanding of such
series at such time, such report to be transmitted within 90 days after such
time.

                 (c)  A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with each stock
exchange upon which the Securities are listed, and also with the Commission.
The Company will notify the Trustee when the Securities are listed on any stock
exchange.

                 Section 704.  Reports by Company.  The Company will

                 (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of said Sections, then it will file with the
         Trustee and the Commission, in accordance with rules and regulations
         prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents

   76
                                                                              69

         and reports which may be required pursuant to Section 13 of the
         Securities Exchange Act of 1934 in respect of a security listed and
         registered on a national securities exchange as may be prescribed from
         time to time in such rules and regulations;

                 (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations; and

                 (3) transmit by mail to all Securityholders, as their names
         and addresses appear in the Security Register, within 30 days after
         the filing thereof with the Trustee, such summaries of any
         information, documents and reports required to be filed by the Company
         pursuant to paragraphs (1) and (2) of this Section as may be required
         by rules and regulations prescribed from time to time by the
         Commission.

                                 ARTICLE EIGHT

                 Consolidation, Merger, Conveyance or Transfer

                 Section 801.  Company May Consolidate, etc., only on Certain
Terms.  The Company shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:

                 (1) the corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer the properties and assets of the Company substantially as an
         entirety shall be a corporation organized and existing under the laws
         of the United States of America or any State or the District of
         Columbia, and shall expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Trustee, in form satisfactory to
         the Trustee, the due and punctual payment of the principal of (and
         premium, if any) and interest on all the Securities and the
         performance of every covenant of this Indenture on the part of the
         Company to be performed or observed;

   77
                                                                              70

                 (2) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time,
         or both, would become an Event of Default, shall have happened and be
         continuing; and

                 (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance or transfer and such supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with.

                 Section 802.  Successor Corporation Substituted.  Upon any
consolidation or merger, or any conveyance or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein.  In the event of any such
conveyance or transfer, the Company as the predecessor corporation may be
dissolved, wound up or liquidated at any time thereafter.

                                  ARTICLE NINE

                            Supplemental Indentures

                 Section 901.  Supplemental Indentures Without Consent of
Securityholders.  Without the consent of the Holders of any Securities, the
Company, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

                 (1) to evidence the succession of another corporation to the
         Company, and the assumption by any such successor of the covenants of
         the Company herein and in the Securities contained; or

                 (2) to add to the covenants of the Company, or to surrender
         any right or power herein conferred upon the

   78
                                                                              71

         Company, for the benefit of the Holders of the Securities of any or
         all series (and if such covenants or the surrender of such right or
         power are to be for the benefit of less than all series of Securities,
         stating that such covenants are expressly being included or such
         surrenders are expressly being made solely for the benefit of one or
         more specified series); or

                 (3) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture; or

                 (4) to add to this Indenture such provisions as may be
         expressly permitted by the TIA, excluding, however, the provisions
         referred to in Section 316(a)(2) of the TIA as in effect at the date
         as of which this instrument was executed or any corresponding
         provision in any similar federal statute hereafter enacted; or

                 (5) to establish any form of Security, as provided in Article
         Two, and to provide for the issuance of any series of Securities as
         provided in Article Three and to set forth the terms thereof, and/or
         to add to the rights of the Holders of the Securities of any series;
         or

                 (6) to evidence and provide for the acceptance of appointment
         by another corporation as a successor Trustee hereunder with respect
         to one or more series of Securities and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to Section 611; or

                 (7) to add any additional Events of Default in respect of the
         Securities of any or all series (and if such additional Events of
         Default are to be in respect of less than all series of Securities,
         stating that such Events of Default are expressly being included
         solely for the benefit of one or more specified series); or

   79
                                                                              72

                 (8) to provide for the issuance of Securities in coupon as 
         well as fully registered form.

                 No supplemental indenture for the purposes identified in
Clauses (2), (3), (5) or (7) above may be entered into if to do so would
adversely affect the interest of the Holders of Securities of any series.

                 Section 902.  Supplemental Indentures with Consent of
Securityholders.  With the consent of the Holders of not less than a majority
in principal amount of the Outstanding Securities of each series affected by
such supplemental indenture or indentures, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of each
such series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

                 (1) change the Maturity of the principal of, or the Stated
         Maturity of any premium on, or any installment of interest on, any
         Security, or reduce the principal amount thereof or the interest or
         any premium thereon, or change the method of computing the amount of
         principal thereof or interest thereon on any date or change any Place
         of Payment where, or the coin or currency in which, any Security or
         any premium or interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Maturity or the Stated Maturity, as the case may be, thereof (or, in
         the case of redemption or repayment, on or after the Redemption Date
         or the Repayment Date, as the case may be); or

                 (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences, provided for in this Indenture; or

   80
                                                                              73

                 (3) modify any of the provisions of this Section, Section 513
         or Section 1008, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby.

                 A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

                 It shall not be necessary for any Act of Securityholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

                 Section 903.  Execution of Supplemental Indentures.  In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.  The Trustee may, but shall not
(except to the extent required in the case of a supplemental indenture entered
into under Section 901(4) or 901(6)) be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                 Section 904.  Effect of Supplemental Indentures.   Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby to the extent provided therein.

                 Section 905.  Conformity with Trust Indenture Act.  Every
supplemental indenture executed pursuant to this

   81
                                                                              74

Article shall conform to the requirements of the TIA as then in effect.

                 Section 906.  Reference in Securities to Supplemental
Indentures.  Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities.

                                  ARTICLE TEN

                                   Covenants

                 Section 1001.  Payment of Principal, Premium and Interest.
With respect to each series of Securities, the Company will duly and punctually
pay the principal of (and premium, if any) and interest on such Securities in
accordance with their terms and this Indenture, and will duly comply with all
the other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

                 Section 1002.  Maintenance of Office or Agency.   The Company
will maintain an office or agency in each Place of Payment where Securities may
be presented or surrendered for payment, where Securities may be surrendered
for transfer or exchange and where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served.  The Company
will give prompt written notice to the Trustee of the location, and of any
change in the location, of such office or agency.  If at any time the Company
shall fail to maintain such office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the principal Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

   82
                                                                              75

                 Section 1003.  Money for Security Payments to be Held in
Trust.  If the Company shall at any time act as its own Paying Agent for any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on, any of the Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
action or failure to act.

                 Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, on or prior to each due date of the
principal of (and premium, if any) or interest on, any Securities of such
series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal (and premium, if any) or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

                 The Company will cause each Paying Agent other than the
Trustee for any series of Securities to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will

                 (1) hold all sums held by it for the payment of principal of
         (and premium, if any) or interest on Securities of such series in
         trust for the benefit of the Persons entitled thereto until such sums
         shall be paid to such Persons or otherwise disposed of as herein
         provided;

                 (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of such series) in the making of
         any such payment of principal (and premium, if any) or interest on the
         Securities of such series; and

                 (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

   83
                                                                              76

                 The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture with respect to any series of
Securities or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent in respect of each and every series of Securities as to which it
seeks to discharge this Indenture or, if for any other purpose, all sums so
held in trust by the Company in respect of all Securities, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by
the Company or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.

                 Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.  The Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of
the Company mail to the Holders of the Securities as to which the money to be
repaid was held in trust, as their names and addresses appear in the Security
Register, a notice that such moneys remain unclaimed and that, after a date
specified in the notice, which shall not be less than 30 days from the date on
which the notice was first mailed to the Holders of the Securities as to which
the money to be repaid was held in trust, any unclaimed balance of such moneys
then remaining will be paid to the Company free of the trust formerly impressed
upon it.

                 The Company initially authorizes the Trustee to act as Paying
Agent for the Securities on its behalf.  The Company may at any time and from
time to time authorize one or more Persons to act as Paying Agent in addition
to or in place of the Trustee with respect to any series of Securities issued
under this Indenture.

   84
                                                                              77

                 Section 1004.  Statement as to Compliance.  The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year, a
written statement signed by the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating that

                 (1) a review of the activities of the Company during such year
         and of performance under this Indenture and under the terms of the
         Securities has been made under his supervision; and

                 (2) to the best of his knowledge, based on such review, the
         Company has complied with all conditions and covenants under this
         Indenture through such year, or, if there has been a default in the
         fulfillment of any such obligation, specifying each such default known
         to him and the nature and status thereof.

                 Section 1005.  Corporate Existence.  Subject to Article Eight
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence.

                 Section 1006.  Limitation on Liens.  (a)  The Company will
not, nor will it permit any Subsidiary to, create, assume, incur or suffer to
exist any Mortgage upon any stock or indebtedness, whether owned on the date of
this Indenture or hereafter acquired, of any Domestic Subsidiary, to secure any
Debt of the Company or any other Person (other than the Securities), without in
any such case making effective provision whereby all of the Securities
Outstanding shall be directly secured equally and ratably with such Debt,
excluding, however, from the operation of the foregoing provisions of this
Subsection (a) any mortgage upon stock or indebtedness of any corporation
existing at the time such corporation becomes a Domestic Subsidiary, or
existing upon stock or indebtedness of a Domestic Subsidiary at the time of
acquisition of such stock or indebtedness, and any extension, renewal or
replacement (or successive extensions, renewals or replacements) in whole or in
part of any such Mortgage; provided, however, that the principal amount of Debt
secured thereby shall not exceed the principal amount of Debt so secured at the
time of such extension, renewal or replacement; and provided further, that such
Mortgage shall be limited to all or such part of the stock or indebtedness
which secured the Mortgage so extended, renewed or replaced.

   85
                                                                              78

                 (b)  The Company will not, nor will it permit any Restricted
Subsidiary to, create, assume, incur or suffer to exist any Mortgage upon any
Principal Property, whether owned or leased on the date of this Indenture or
hereafter acquired, to secure any Debt of the Company or any other Person
(other than the Securities), without in any such case making effective
provision whereby all of the Securities outstanding shall be directly secured
equally and ratably with such Debt, excluding, however, from the operation of
the foregoing provisions of this Subsection (b):

                 (i) any Mortgage upon property owned or leased by any
         corporation existing at the time such corporation becomes a Restricted
         Subsidiary;

                 (ii) any Mortgage upon property existing at the time of
         acquisition thereof or to secure the payment of all or any part of the
         purchase price thereof or to secure any Debt incurred prior to, at the
         time of or within 180 days after the acquisition of such property for
         the purpose of financing all or any part of the purchase price
         thereof;

                 (iii) any Mortgage upon property to secure all or any part of
         the cost of exploration, drilling, development, construction,
         alteration, repair or improvement of all or any part of such property,
         or Debt incurred prior to, at the time of or within 180 days after the
         completion of such exploration, drilling, development, construction,
         alteration, repair or improvement for the purpose of financing all or
         any part of such cost;

                 (iv) any Mortgage securing Debt of a Restricted Subsidiary
         owing to the Company or to another Restricted Subsidiary;

                 (v) any Mortgage existing at the date of this Indenture; and

                 (vi) any extension, renewal or replacement (or successive
         extensions, renewals or replacements) in whole or in part of any
         Mortgage referred to in the foregoing clauses (i) to (v), inclusive;
         provided, however, that the principal amount of Debt secured thereby
         shall not exceed the principal amount of Debt so secured at the time
         of such extension, renewal or replacement; and provided further, that
         such Mortgage

   86
                                                                              79

         shall be limited to all or such part of the property which secured the
         Mortgage so extended, renewed or replaced (plus improvements on such
         property).

Notwithstanding the foregoing provisions of this Subsection (b), the Company
may, and may permit any Restricted Subsidiary to, create, assume, incur or
suffer to exist any Mortgage upon any Principal Property which is not excepted
by clauses (i) through (vi) above without equally and ratably securing the
Securities, provided that the aggregate amount of all Debt then outstanding
secured by such Mortgage and all similar Mortgages does not exceed 10% of the
total consolidated stockholders' equity of the Company as shown on the audited
consolidated balance sheet contained in the latest annual report to
stockholders of the Company.  For the purpose of this Subsection (b), the
following types of transactions shall not be deemed to create a Mortgage to
secure any Debt:

                 (i) the sale or other transfer of (A) any oil or gas or
         minerals in place for a period of time until, or in an amount such
         that, the purchaser will realize therefrom a specified amount of money
         (however determined) or a specified amount of such oil or gas or
         minerals, or (B) any other interest in property of the character
         commonly referred to as a "production payment"; and

                 (ii) any Mortgage in favor of the United States of America or
         any State thereof, or any other country, or any political subdivision
         of any of the foregoing, to secure partial, progress, advance or other
         payments pursuant to the provisions of any contract or statute, or any
         Mortgage upon property of the Company or a Restricted Subsidiary
         intended to be used primarily for the purpose of or in connection with
         air or water pollution control, provided that no such Mortgage shall
         extend to any other property of the Company or any Restricted
         Subsidiary.

                 Section 1007.  Limitation on Transfers of Principal Properties
to Unrestricted Subsidiaries.  The Company will not, nor will it permit any
Restricted Subsidiary to, sell, transfer or otherwise dispose of any Principal
Property to any Unrestricted Subsidiary other than for cash or other
consideration which, in the opinion of the Board of Directors, constitutes fair
value for such Principal Property.

   87
                                                                              80

                 Section 1008.  Waiver of Certain Covenants.  The Company may
omit in respect of any series of Securities, in any particular instance, to
comply with any covenant or condition set forth in Sections 1006 and 1007, if
before or after the time for such compliance the Holders of at least a majority
in principal amount of the Securities at the time Outstanding of such series
shall, by Act of such Securityholders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            Redemption of Securities

                 Section 1101.  Applicability of Article.  The Company may
reserve the right to redeem and pay before Stated Maturity all or any part of
the Securities of any series, either by optional redemption, sinking or
purchase fund or analogous obligation or otherwise, by provision therefor in
the form of Security for such series established and approved pursuant to
Section 202 and on such terms as are specified in such form or in the indenture
supplemental hereto with respect to Securities of such series as provided in
Section 301.  Redemption of Securities of any series shall be made in
accordance with the terms of such Securities and, to the extent that this
Article does not conflict with such terms, the succeeding Sections of this
Article.

                 Section 1102.  Election to Redeem; Notice to Trustee.  The
election of the Company to redeem any Securities redeemable at the election of
the Company shall be evidenced by, or made pursuant to authority granted by, a
Board Resolution.  In case of any redemption at the election of the Company of
any Securities of any series, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed.

   88
                                                                              81

                 In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

                 Section 1103.  Selection by Trustee of Securities to Be
Redeemed.  If less than all the Securities of like tenor and terms of any
series are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may include provision for the selection for redemption of portions of the
principal of Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series.  Unless
otherwise provided in the terms of a particular series of Securities, the
portions of the principal of Securities so selected for partial redemption
shall be equal to the minimum authorized denomination of the Securities of such
series, or an integral multiple thereof, and the principal amount which remains
outstanding shall not be less than the minimum authorized denomination for
Securities of such series.  If less than all the Securities of unlike tenor and
terms of a series are to be redeemed, the particular Securities to be redeemed
shall be selected by the Company.

                 The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any Security
selected for partial redemption, the principal amount thereof to be redeemed.

                 For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal of such Security which has been or is to
be redeemed.

                 Section 1104.  Notice of Redemption.  Notice of redemption
shall be given by first-class mail, postage prepaid, mailed not less than 30
nor more than 60 days prior

   89
                                                                              82

to the Redemption Date, to each holder of Securities to be redeemed, at his
address appearing in the Security Register.

                 All notices of redemption shall state:

                 (1) the Redemption Date;

                 (2) the Redemption Price;

                 (3) if less than all Outstanding Securities of any series are
         to be redeemed, the identification (and, in the case of partial
         redemption, the respective principal amounts) of the Securities to be
         redeemed, from the Holder to whom the notice is given;

                 (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security, and that interest, if
         any, thereon shall cease to accrue from and after said date;

                 (5) the place where such Securities are to be surrendered for
         payment of the Redemption Price, which shall be the office or agency
         of the Company in the Place of Payment; and

                 (6) that the redemption is on account of a sinking or purchase
         fund, or other analogous obligation, if that be the case.

                 Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

                 Section 1105.  Deposit of Redemption Price.  On or prior to
any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money sufficient to
pay the Redemption Price of all the Securities which are to be redeemed on that
date.

                 Section 1106.  Securities Payable on Redemption Date.  Notice
of Redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified and from and after such date (unless the Company shall
default in the payment of the Redemption Price) such

   90
                                                                              83

Securities shall cease to bear interest.  Upon surrender of such Securities for
redemption in accordance with the notice, such Securities shall be paid by the
Company at the Redemption Price.  Installments of interest the Stated Maturity
of which is on or prior to the Redemption Date shall be payable to the Holders
of such Securities registered as such on the relevant Regular Record Dates
according to their terms and the provisions of Section 307.

                 If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the rate borne by the Security, or as
otherwise provided in such Security.

                 Section 1107.  Securities Redeemed in Part.  Any Security
which is to be redeemed only in part shall be surrendered at the office or
agency of the Company in the Place of Payment with respect to that series
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security
or Securities of the same series and Stated Maturity, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.

                 Section 1108.  Provisions with Respect to any Sinking Funds.
Unless the form or terms of any series of Securities shall provide otherwise,
in lieu of making all or any part of any mandatory sinking fund payment with
respect to such series of Securities in cash, the Company may at its option (1)
deliver to the Trustee for cancellation any Securities of such series
theretofore acquired by the Company, or (2) receive credit for any Securities
of such series (not previously so credited) acquired by the Company and
theretofore delivered to the Trustee for cancellation, and if it does so then
(i) Securities so delivered or credited shall be credited at the applicable
sinking fund Redemption Price with respect to Securities of such series, and
(ii) on or before the 60th day next preceding each sinking fund Redemption Date
with respect to such series of Securities, the Company will deliver to the
Trustee (A) an Officers' Certificate specifying the portions of such

   91
                                                                              84

sinking fund payment to be satisfied by payment of cash and by delivery or
credit of Securities of such series acquired by the Company, and (B) such
Securities, to the extent not previously surrendered.  Such Officers'
Certificate shall also state the basis for such credit and that the Securities
for which the Company elects to receive credit have not been previously so
credited and were not acquired by the Company through operation of the
mandatory sinking fund, if any, provided with respect to such Securities and
are not required to be delivered to the Trustee pursuant to Section 309 and
shall also state that no Event of Default with respect to Securities of such
series has occurred and is continuing.  All Securities so delivered to the
Trustee shall be cancelled by the Trustee and no Securities shall be
authenticated in lieu thereof.

                 If the sinking fund payment or payments (mandatory or
optional) with respect to any series of Securities made in cash plus any unused
balance of any preceding sinking fund payments with respect to Securities of
such series made in cash shall exceed $50,000 (or a lesser sum if the Company
shall so request), unless otherwise provided by the terms of such series of
Securities, that cash shall be applied by the Trustee on the sinking fund
Redemption Date with respect to Securities of such series next following the
date of such payment to the redemption of Securities of such series at the
applicable sinking fund Redemption Price with respect to Securities of such
series, together with accrued interest, if any, to the date fixed for
redemption, with the effect provided in Section 1106.  The Trustee shall
select, in the manner provided in Section 1103, for redemption on such sinking
fund Redemption Date a sufficient principal amount of Securities of such series
to utilize that cash and shall thereupon cause notice of redemption of the
Securities of such series for the sinking fund to be given in the manner
provided in Section 1104 (and with the effect provided in Section 1106) for the
redemption of Securities in part at the option of the Company.  Any sinking
fund moneys not so applied or allocated by the Trustee to the redemption of
Securities of such series shall be added to the next cash sinking fund payment
with respect to Securities of such series received by the Trustee and, together
with such payment, shall be applied in accordance with the provisions of this
Section 1108.  Any and all sinking fund moneys with respect to Securities of
any series held by the Trustee at the Maturity of Securities of such series,
and not held for the payment or redemption of particular Securities of such
series, shall be applied by the Trustee, together with other

   92
                                                                              85

moneys, if necessary, to be deposited sufficient for the purpose, to the
payment of the principal of the Securities of such series at Maturity.

                 On or before each sinking fund Redemption Date provided with
respect to Securities of any series, the Company shall pay to the Trustee in
cash a sum equal to all accrued interest, if any, to the date fixed for
redemption on Securities to be redeemed on such sinking fund Redemption Date
pursuant to this Section 1108.

                 IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                                   UNION PACIFIC CORPORATION,

                                       by /s/ Gary M. Stuart
                                          --------------------------
                                          Name:  Gary M. Stuart
                                          Title: Vice President and Treasurer

Attest:

/s/ Thomas E. Whitaker
- ------------------------
Thomas E. Whitaker
Assistant Secretary
                                                   CITIBANK, N.A.,

                                       by /s/ P. DeFelice
                                          --------------------------
                                          Name:  P. DeFelice
                                          Title: Vice President

Attest:
/s/ Carol Ng
- ------------------------
Carol Ng
Assistant Vice President
   93
                                                                              86

COMMONWEALTH OF PENNSYLVANIA)
                            ) SS.:
COUNTY OF LEHIGH            )

                 On the 11th day of March, 1994 before me personally came
Gary M. Stuart, to me known, who, being by me duly sworn, did depose and say 
that he resides at 1771 Arden Lane, Bethlehem, Pennsylvania 18015; is Vice
President and Treasurer of Union Pacific Corporation, one of the parties
described in and  which executed the above instrument; that he knows the
corporate seal of said  corporation; that the seal affixed to that instrument
is such corporate seal;  that it was affixed by authority of the board of
directors of the corporation;  and that he signed his name thereto by like
authority.

                                        /s/ Valerie A. Madea
                                        ------------------------------
                                        Name: Valerie A. Madea

- --------------------
 [Notarial Seal]

   94
                                                                              87

STATE OF NEW YORK   )
                    ) SS.:
COUNTY OF NEW YORK  )

                 On the 11th day of March, 1994 before me personally came P. 
DeFelice, to me known, who, being by me duly sworn, did depose and say that  he
resides at 47-09 169th Street, Flushing, N.Y. 11358; is Vice President of
Citibank, N.A., one of the parties described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to that instrument is such corporate seal; that it was affixed by
authority of the board of directors of the corporation; and that he signed his
name thereto by like authority.

                                        /s/ Jeffrey Berger
                                        ------------------------------
                                        Name: Jeffrey Berger

- --------------------
  [Notarial Seal]

   1

                                                                       EXHIBIT 5

                                                            March  11, 1994

Union Pacific Corporation
Eighth and Eaton Avenues
Bethlehem, PA  18018

                   RE:    UNION PACIFIC CORPORATION $1,000,000,000 AGGREGATE
                          PRINCIPAL AMOUNT OF DEBT SECURITIES, PREFERRED STOCK,
                          COMMON STOCK AND WARRANTS TO PURCHASE DEBT SECURITIES
                          AND PREFERRED STOCK

Dear Sirs:

         I am Assistant General Counsel of Union Pacific Corporation, a Utah
corporation (the "Company"), and am rendering this opinion in connection with
the Company's Registration Statement on Form S-3 (the "Registration Statement")
being filed today with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), with respect the Company's debt
securities (the "Debt Securities"), preferred stock, with no par value (the
"Preferred Stock"), common stock, par value $2.50 per share (the "Common
Stock") and Warrants to purchase Debt Securities and Preferred Stock (the
"Warrants") (the Debt Securities, Preferred Stock, Common Stock and Warrants
are collectively referred to as the "Offered Securities"), for issuance from
time to time pursuant to Rule 415 under the Act.

         I have examined the Indenture, dated as of March 1, 1994, between the
Company and Citibank, N.A., as Trustee (the "Indenture"), pursuant to which the
Debt Securities will be issued, and I have examined such other documents and
made such other investigations as I have deemed necessary or advisable for
purposes of this opinion.  Based thereon, I am of the opinion that:

         1.  The Company is a corporation duly organized and validly existing
under the laws of the State of Utah.
   2
         2.  The execution and delivery of the Indenture by the Company and the
issuance and sale of the Offered Securities have been validly authorized by all
necessary corporate action by the Company.

         3.  When (i) the Registration Statement shall have become effective
under the Act, (ii) the securities or Blue Sky laws of certain states shall
have been complied with, and (iii) the Debt Securities shall have been duly
executed, authenticated and delivered against payment therefor or issued upon
conversion or exchange of Debt Securities or Preferred Stock which, by their
respective terms, are convertible into or exchangeable for Debt Securities or
upon exercise of Warrants and the Company shall have received any additional
consideration which is payable upon such conversion, exchange or exercise, the
Debt Securities shall constitute binding obligations of the Company enforceable
in accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting
creditors' rights generally and subject to general principles of equity.

         4.  When (i) the Registration Statement shall have become effective
under the Act, (ii) the securities or Blue Sky laws of certain states shall
have been complied with and (iii) the Preferred Stock shall have been sold as
contemplated by the Registration Statement and the Company shall have received
consideration therefor or the Preferred Stock shall have been issued upon
conversion or exchange of Debt Securities which, by their terms, are
convertible into or exchangeable for shares of Preferred Stock or upon exercise
of Warrants and the Company shall have received any additional consideration
which is payable upon such conversion, exchange or exercise, the Preferred
Stock will be validly issued, fully paid and non-assessable.

         5.  When (i) the Registration Statement shall have become effective
under the Act, (ii) the securities or Blue Sky laws of certain states shall
have been complied with, and (iii) the Common Stock shall have been issued upon
conversion or exchange of Debt Securities or Preferred Stock which, by their
respective terms, are convertible into or exchangeable for shares of Common
Stock and the Company shall have received any additional consideration which is
payable upon such conversion or exchange, the Common Stock shall be validly
issued, fully paid and non-assessable.

         6.  When (i) the Registration Statement shall have become effective
under the Act, (ii) the securities or Blue Sky laws of certain states shall
have been complied with, and (iii) a warrant agreement or agreements shall have
been executed and delivered by the Company and a warrant agent, and (iv) the
Warrants shall have

                                       2
   3
been duly executed and delivered against payment therefor, the Warrants shall
be legally issued.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  I also consent to the use of my name under the caption
"Legal Opinions" in the Prospectus contained in the Registration Statement.

                                                       Very truly yours,

                                                       /s/ Richard J. Ressler

RJR/JEJ:nr
g\jej\opupcap.jjl

                                       3
   1
                                                                      EXHIBIT 12

               UNION PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
                       RATIO OF EARNINGS TO FIXED CHARGES
                    (Thousands of Dollars, Except for Ratio)

                                                                           1991
                                                                         Excluding
                                                                          Special
                                 1993          1992           1991       Charge (c)       1990          1989   
                              ----------    ----------     ----------    ----------    ----------    ----------
                                                                                   
Earnings from continuing
   operations (a)             $  705,357    $  728,217     $   63,559    $  638,559    $  618,138    $  594,505
Add (deduct) distributions
   greater (to extent less)
   than income of
   unconsolidated affiliates     (33,847)      (23,188)       (25,189)      (25,189)      (11,878)      (15,491)  
                              ----------    ----------     ----------    ----------    ----------    ----------   
      Total                      671,510       705,029         38,370       613,370       606,260       579,014
                              ----------    ----------     ----------    ----------    ----------    ----------
Income taxes (b):
   Federal                       421,806       372,922         48,183       343,183       334,351       298,684
   State and local                27,815         3,972         11,906        11,906        20,531         9,009
                              ----------    ----------     ----------    ----------    ----------    ----------
      Total                      449,621       376,894         60,089       355,089       354,882       307,693
                              ----------    ----------     ----------    ----------    ----------    ----------
Fixed charges:
   Interest expense including
     amortization of debt
     discount                    324,018       359,575        388,286       388,286       380,243       368,535
   Portion of rentals
     representing an interest
     factor                       44,443        43,948         46,281        46,281        43,362        15,783
                              ----------    ----------     ----------    ----------    ----------    ----------
      Total                      368,461       403,523        434,567       434,567       423,605       384,318
                              ----------    ----------     ----------    ----------    ----------    ----------
Earnings available for
   fixed charges              $1,489,592    $1,485,446     $  533,026    $1,403,026    $1,384,747    $1,271,025
                              ==========    ==========     ==========    ==========    ==========    ==========     

Fixed charges - as above      $  368,461    $  403,523     $  434,567    $  434,567    $  423,605    $  384,318
Interest capitalized              10,973         8,504          6,293         6,293         3,483         6,952
                              ----------    ----------     ----------    ----------    ----------    ----------
      Total                   $  379,434    $  412,027     $  440,860    $  440,860    $  427,088    $  391,270
                              ==========    ==========     ==========    ==========    ==========    ==========     
Ratio of earnings to          
   fixed charges                     3.9           3.6            1.2           3.2           3.2           3.2     
                              ==========    ==========     ==========    ==========    ==========    ==========     
                              
(a)  Before cumulative effect of changes in accounting principles of $175,226 in 1993.

(b)  In 1993, Income taxes include the impact of the adoption of SFAS 109, "Accounting for Income Taxes", and the effect of the 1% 
     corporate income tax rate increase resulting from the the Omnibus Budget Reconciliation Act of 1993.

(c)  In 1991, the Corporation recorded an $870 million ($575 million after-tax) restructuring charge.

   1
 
                         INDEPENDENT AUDITORS' CONSENT
 
     We consent to the incorporation by reference in this Registration Statement
of Union Pacific Corporation and subsidiary companies ("Union Pacific") on Form
S-3 of our reports dated January 21, 1993, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Union Pacific for the year ended
December 31, 1992 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
 
                                        /s/ Deloitte & Touche
 
                                        DELOITTE & TOUCHE
New York, New York
March 11, 1994
   1

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that ROBERT P. BAUMAN, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ ROBERT P. BAUMAN 
                                        ------------------------------
                                        ROBERT P. BAUMAN
   2
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that RICHARD B. CHENEY, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ RICHARD B. CHENEY 
                                        -----------------------------
                                        RICHARD B. CHENEY
   3
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that E. VIRGIL CONWAY, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ E. VIRGIL CONWAY 
                                        ------------------------------
                                        E. VIRGIL CONWAY
   4
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that SPENCER F. ECCLES, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ SPENCER F. ECCLES 
                                        -----------------------------
                                        SPENCER F. ECCLES
   5
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that ELBRIDGE T. GERRY, JR., a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, in a principal amount up to
$1,000,000,000 (or the equivalent in foreign denominated currency), of Union
Pacific Corporation, hereby granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever
as such attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might or could do
personally or in his capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ ELBRIDGE T. GERRY, JR.  
                                        -----------------------------
                                        ELBRIDGE T. GERRY, JR.
   6
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that WILLIAM H. GRAY, III, a Director
of Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ WILLIAM H. GRAY, III 
                                        -----------------------------
                                        WILLIAM H. GRAY, III
   7
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that JUDITH RICHARDS HOPE, a Director
of Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, her true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on her behalf, and in her name and in her
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in her capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ JUDITH RICHARDS HOPE 
                                        -----------------------------
                                        JUDITH RICHARDS HOPE
   8
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that LAWRENCE M. JONES, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ LAWRENCE M. JONES 
                                        -----------------------------
                                        LAWRENCE M. JONES
   9
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that RICHARD J. MAHONEY, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ RICHARD J. MAHONEY 
                                        -----------------------------
                                        RICHARD J. MAHONEY
   10
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that CLAUDINE B. MALONE, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, her true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on her behalf, and in her name and in her
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in her capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ CLAUDINE B. MALONE 
                                        -----------------------------
                                        CLAUDINE B. MALONE
   11
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that JOHN R. MEYER, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ JOHN R. MEYER 
                                        -----------------------------
                                        JOHN R. MEYER
   12
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that THOMAS A. REYNOLDS, JR., a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, in a principal amount up to
$1,000,000,000 (or the equivalent in foreign denominated currency), of Union
Pacific Corporation, hereby granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever
as such attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might or could do
personally or in his capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ THOMAS A. REYNOLDS, JR.  
                                        -----------------------------
                                        THOMAS A. REYNOLDS, JR.
   13
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that JAMES D. ROBINSON, III, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, in a principal amount up to
$1,000,000,000 (or the equivalent in foreign denominated currency), of Union
Pacific Corporation, hereby granting to such attorneys and each of them full
power and authority to do and perform each and every act and thing whatsoever
as such attorney or attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might or could do
personally or in his capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ JAMES D. ROBINSON, III 
                                        -----------------------------
                                        JAMES D. ROBINSON, III
   14
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that ROBERT W. ROTH, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ ROBERT W. ROTH 
                                        -----------------------------
                                        ROBERT W. ROTH
   15
                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

         KNOW ALL MEN BY THESE PRESENTS, that RICHARD D. SIMMONS, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, in a principal amount up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
hereby granting to such attorneys and each of them full power and authority to
do and perform each and every act and thing whatsoever as such attorney or
attorneys may deem necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in his capacity as
Director, hereby ratifying and confirming all acts and things which such
attorney or attorneys may do or cause to be done by virtue of this power of
attorney.

         IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 24th day of February, 1994.

                                        /s/ RICHARD D. SIMMONS 
                                        -----------------------------
                                        RICHARD D. SIMMONS
   1
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549  

                          --------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

         Check if an application to determine eligibility of a Trustee
                       pursuant to Section 305(b)(2) 
                                                     -----
                          --------------------------

                                 CITIBANK, N.A.
              (Exact name of trustee as specified in its charter)

                                                       13-5266470
                                                       (I.R.S. Employer
                                                       Identification No.)
                                                       
399 Park Avenue, New York, New York                    10043
(Address of principal executive offices)               (Zip Code)
                                                       
                          --------------------------   

                           Union Pacific Corporation
              (Exact name of obligor as specified in its charter)

    Utah                                                     13-2626465
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)
                                                              
Eighth and Eaton Avenues                                     18018
Bethlehem, Pennsylvania                                      (Zip Code)
(Address of principal executive offices)                     
                                                             
                          --------------------------   

                                Debt Securities
                      (Title of the indenture securities)

   2
Item 1.  GENERAL INFORMATION.
                Furnish the following information as to the trustee:

         (a)    Name and address of each examining or supervising authority to
                which it is subject.

                Name                                            Address
                ----                                            -------
                                                             
                Comptroller of the Currency                     Washington, D.C.
                Federal Reserve Bank of New York                New York, NY
                Federal Deposit Insurance Corporation           Washington, D.C.

         (b)    Whether it is authorized to exercise corporate trust powers.

                Yes.

Item 2.  AFFILIATIONS WITH OBLIGOR.
                If the obligor is an affiliate of the trustee, describe each
                such affiliation.

                     None.

Item 16.        LIST OF EXHIBITS.

                Exhibit 1 - Copy of Articles of Association of the Trustee, as
                now in effect.  (Exhibit 1 to T-1 to Registration Statement No.
                2-79983)

                Exhibit 2 - Copy of certificate of authority of the Trustee to
                commence business.  (Exhibit 2 to T-1 to Registration
                Statement No. 2-29577).

                Exhibit 3 - Copy of authorization of the Trustee to exercise
                corporate trust powers.  (Exhibit 3 to T-1 to Registration
                Statement No. 2-55519)

                Exhibit 4 - Copy of existing By-Laws of the Trustee.  (Exhibit
                4 to T-1 to Registration Statement No. 33-34988)

                Exhibit 5 - Not applicable.

                Exhibit 6 - The consent of the Trustee required by Section
                321(b) of the Trust Indenture Act of 1939.  (Exhibit 6 to T-1
                to Registration Statement No. 33-19227.)

                Exhibit 7 - Copy of the latest Report of Condition of Citibank,
                N.A. (as of December 31, 1993 - attached)

                Exhibit 8 -  Not applicable.

                Exhibit 9 -  Not applicable.

                                       2

   3
                         ---------------------------

                                   SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 11th day
of March, 1994.

                                               CITIBANK, N.A.

                                               By  /s/ P. DeFelice
                                                   --------------------
                                                   P. DeFelice
                                                   Vice President

                                       3

   4

                                Charter No. 1461
                          Comptroller of the Currency
                             Northeastern District
                              REPORT OF CONDITION
                                 CONSOLIDATING
                              DOMESTIC AND FOREIGN
                                SUBSIDIARIES OF

         CITIBANK, N.A. of New York in the State of New York, at the close of
business on December 31, 1993, published in response to call made by
Comptroller of the Currency, under Title 12, United States Code, Section 161.
Charter Number 1461 Comptroller of the Currency Northeastern District.

                                     ASSETS

                                                                                           Thousands
                                                                                           of dollars
                                                                                              
 Cash and balances due from depository
  institutions:
  Noninterest-bearing balances and currency
   and coin..............................................                                        $  5,863,000
  Interest-bearing balances..............................                                           7,137,000
 Securities..............................................                                          11,442,000

 Federal funds sold and securities purchased
  under agreements to resell in domestic
  offices of the bank and of its Edge and
  Agreement subsidiaries, and in IBF's:
  Federal funds sold.....................................                                           1,467,000
  Securities purchased under agreements to
  resell.................................................                                           1,261,000

 Loans and lease financing receivables:
  Loans and leases, net of unearned
   income..................................  $115,952,000
  LESS: Allowance for loan and lease
   losses..................................     3,471,000
                                             ------------
   Loans and leases, net of unearned income
   and allowance.........................................                                         112,481,000
 Assets held in trading accounts.........................                                          15,259,000
 Premises and fixed assets (including
  capitalized leases) ...................................                                           3,041,000
 Other real estate owned ................................                                           3,371,000
 Investments in unconsolidated subsidiaries
  and associated companies ..............................                                             983,000
 Customers' liability to this bank on
  acceptances outstanding................................                                           1,512,000
 Intangible assets.......................................                                              29,000
 Other assets............................................                                          11,866,000
                                                                                                 ------------
 TOTAL ASSETS............................................                                        $175,712,000
 
               LIABILITIES
 Deposits:
   In domestic offices...................................                                        $ 34,236,000
          Noninterest-bearing.................$11,921,000
          Interest-bearing.....................22,315,000
                                              -----------
   In foreign offices, Edge and Agreement
    subsidiaries, and IBFs...............................                                          94,076,000
          Noninterest-bearing...................6,515,000
          Interest-bearing ....................87,561,000
                                              -----------

 Federal funds purchased and securities
  sold under agreements to repurchase in
  domestic offices of the bank and of its
  Edge and Agreement subsidiaries, and
  in IBFs:
   Federal funds purchased .............................                                         $  4,113,000
   Securities sold under agreements to repurchase.......                                            1,190,000
 Other borrowed money...................................                                           12,053,000
 Mortgage indebtedness and obligations under capitalized
  leases................................................                                              285,000
 Bank's liability on acceptances executed and
  outstanding...........................................                                            1,530,000
 Notes and debentures subordinated to deposits..........                                            4,700,000
 Other liabilities......................................                                           12,462,000
                                                                                                 ------------
 TOTAL LIABILITIES......................................                                         $164,645,000
                                                                                                 ------------
           EQUITY CAPITAL

Common stock............................................                                         $    751,000
Surplus.................................................                                            5,912,000
Undivided profits and capital reserves..................                                            5,066,000
Cumulative foreign currency translation adjustments.....                                             (662,000)
                                                                                                 ------------
TOTAL EQUITY CAPITAL....................................                                         $ 11,067,000
                                                                                                 ------------
TOTAL LIABILITIES AND EQUITY CAPITAL....................                                         $175,712,000
                                                                                                 ============

         I, Roger W. Trupin, Controller of the abovenamed bank do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.

                                                                 ROGER W. TRUPIN

         We, the undersigned directors, attest to the correctness of this
Report of Condition.  We declare that it has been examined by us, and to 
the best of our knowledge and belief has been prepared in conformance with
the instructions and is true and correct.

CHRISTOPHER J. STEFFEN    )
PEI-YUAN CHIA             )       Directors
PAUL J. COLLINS           )