SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                SCHEDULE 14D-1
           Tender Offer Statement Pursuant to Section 14(d)(l) of 
                     the Securities Exchange Act of 1934
                              (Amendment No. 5)
                                     and
                                 SCHEDULE 13D
                  under the Securities Exchange Act of 1934
                              (Amendment No. 5)

                      Southern Pacific Rail Corporation
                          (Name of Subject Company)

                          Union Pacific Corporation
                          UP Acquisition Corporation
                        Union Pacific Railroad Company       
                                  (Bidders)

                    Common Stock, Par Value $.001 Per Share     
                        (Title of class of securities)

                                 843584 10 3                  
                     (CUSIP number of class of securities)

                           Richard J. Ressler, Esq.
                          Assistant General Counsel
                          Union Pacific Corporation
                    Martin Tower, Eighth and Eaton Avenues
                        Bethlehem, Pennsylvania  18018
                               (610) 861-3200                     
           (Name, address and telephone number of person authorized
          to receive notices and communications on behalf of bidders)

                               with a copy to:

                            Paul T. Schnell, Esq.
                     Skadden, Arps, Slate, Meagher & Flom
                               919 Third Avenue
                          New York, New York  10022
                           Telephone: (212) 735-3000

                    This Amendment No. 5 amends and supplements the
          Tender Offer Statement on Schedule 14D-1 relating to the
          tender offer by UP Acquisition Corporation ("Purchaser"),
          a Delaware corporation and a wholly owned subsidiary of
          Union Pacific Railroad Company, a Utah corporation
          ("UPRR"), and an indirect wholly owned subsidiary of
          Union Pacific Corporation, a Utah corporation ("Parent"),
          to purchase up to 39,034,471 shares of Common Stock, par
          value $.001 per share (the " Shares"), of Southern
          Pacific Rail Corporation, a Delaware corporation (the
          "Company").

               Unless otherwise indicated herein, each capitalized
          term used and not defined herein shall have the meaning
          assigned to such term in the Schedule 14D-1 or in the
          Offer to Purchase referred to therein.

          ITEM 4.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

               The information set forth in Item 4 of the Schedule
          14D-1 is hereby amended and supplemented by the following
          information:

               In addition to obtaining funds to finance the
          purchase of Shares pursuant to the Offer from their
          available cash and working capital, and either through
          the issuance of Debt Securities or pursuant to an
          existing $1.4 billion credit facility with various
          commercial banks (the "$1.4 Billion Facility"), as
          previously described in this item, Parent and UPRR may
          obtain all or a portion of the necessary funds pursuant
          to an existing $1.1 billion credit facility with various
          commercial banks (the "$1.1 Billion Facility") or
          pursuant to an existing $1.2 billion credit facility with
          various commercial banks (the "$1.2 Billion Facility"
          and, together with the $1.1 Billion Facility and the $1.4
          Billion Facility, the "Facilities").

               On April 11, 1995, Parent entered into the $1.1
          Billion Facility among Parent, Chemical Bank and Citicorp
          Securities, Inc., as Co-Arrangers, Chemical Securities,
          Inc., as Syndication Agent, Citibank, N.A., as
          Documentation Agent, Chemical Bank, as Administrative
          Agent, and the other banks named therein, which provides
          Parent with a revolving credit facility in the amount of
          $1.1 billion which will mature on April 11, 2000.  In
          addition, on April 11, 1995, Parent entered into a
          separately documented credit agreement, the $1.2 Billion
          Facility, among Parent, Chemical Bank and Citicorp
          Securities, Inc., as Co-Arrangers, Chemical Securities,
          Inc., as Syndication Agent, Citibank, N.A., as
          Documentation Agent, Chemical Bank, as Administrative
          Agent, and the other banks named therein, which provides
          Parent with a revolving credit facility in the amount of
          $1.2 billion which will mature on April 10, 1996.

               The interest on the drawings under the $1.1 Billion
          Facility is expected to be in the range of .150% to .500%
          above LIBOR per annum, and would be in addition to a
          Facility fee ranging from .100% to .250% per annum, in
          each case based on the credit ratings applicable to
          Parent's long-term indebtedness.  The interin each
          caseest under the $1.2 Billion Facility will be .190%
          above LIBOR per annum and the $1.2 Billion Facility would
          be subject to a Facility fee of .060% per annum.  Each
          Facility fee is payable on the entire amount of the $1.1
          Billion Facility or $1.2 Billion Facility, as the case
          may be, whether used or unused.

               The proceeds of the Facilities are available for
          general corporate purposes of Parent and are expected to
          be available for financing the Offer.

               It is anticipated that the indebtedness incurred by
          Parent and UPRR in connection with the Debt Securities
          and/or the Facilities will be repaid from funds generated
          internally by Parent and its subsidiaries (including,
          after the Merger, if consummated, dividends paid by the
          Surviving Corporation and its subsidiaries), through
          additional borrowings, through application of proceeds of
          dispositions or through a combination of two or more such
          sources.  No final decisions have been made concerning
          the method Parent and UPRR will employ to repay such
          indebtedness.  Such decisions when made will be based on
          Parent's review from time to time of the advisability of
          particular actions, as well as on prevailing interest
          rates and financial and other economic conditions.

                    The foregoing description of the terms and
          provisions of the Facilities is qualified in its entirety
          by reference to the text of the credit agreements
          relating to the Facilities, copies of which are filed as
          exhibits to the Schedule 14D-1 and are incorporated
          herein by reference.

          ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (b)(4)    $1.1 Billion Credit Agreement, dated April 11,
                    1995, among Parent, Chemical Bank, Citicorp
                    Securities, Inc., Chemical Securities, Inc. and
                    the other banks named therein.

          (b)(5)    $1.2 Billion Credit Agreement, dated April 11,
                    1995, among Parent, Chemical Bank, Citicorp
                    Securities, Inc., Chemical Securities, Inc. and
                    the other banks named therein.

                                  SIGNATURE

               After due inquiry and to the best of its knowledge
          and belief, the undersigned certifies that the
          information set forth in this statement is true, complete
          and correct.

          Dated:  August 29, 1995  UNION PACIFIC CORPORATION

                                   By: /s/ Carl W. von Bernuth      
                                       Name:  Carl W. von Bernuth   
                                       Title: Senior Vice President 
                                              and General Counsel

                                  SIGNATURE

               After due inquiry and to the best of its knowledge
          and belief, the undersigned certifies that the
          information set forth in this statement is true, complete
          and correct.

          Dated:  August 29, 1995  UP ACQUISITION CORPORATION

                                   By: /s/ Carl W. von Bernuth      
                                       Name: Carl W. von Bernuth
                                       Title: Vice President and    
                                              Assistant Secretary

                                  SIGNATURE

               After due inquiry and to the best of its knowledge
          and belief, the undersigned certifies that the
          information set forth in this statement is true, complete
          and correct.

          Dated:  August 29, 1995  UNION PACIFIC RAILROAD COMPANY

                                   By: /s/ Carl W. von Bernuth      
                                       Name: Carl W. von Bernuth
                                       Title: Senior Vice President 
                                              and General Counsel

                                EXHIBIT INDEX

          Exhibit                  Description

          (b)(4)    $1.1 Billion Credit Agreement, dated April 11,
                    1995, among Parent, Chemical Bank, Citicorp
                    Securities, Inc., Chemical Securities, Inc. and
                    the other banks named therein.

          (b)(5)    $1.2 Billion Credit Agreement, dated April 11,
                    1995, among Parent, Chemical Bank, Citicorp
                    Securities, Inc., Chemical Securities, Inc. and
                    the other banks named therein.

                                               Exhibit (b)(4)

                                     [EXECUTION COUNTERPART]

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

                  U.S. $1,100,000,000

               REVOLVING CREDIT AGREEMENT

               Dated as of April 11, 1995

                         Among

               UNION PACIFIC CORPORATION,

                      as Borrower,

                THE BANKS NAMED HEREIN,

                       as Banks,

                     CHEMICAL BANK

                          and

               CITICORP SECURITIES, INC.,

                    as Co-Arrangers,

               CHEMICAL SECURITIES, INC.,

                 as Syndication Agent,

                    CITIBANK, N.A.,

                as Documentation Agent,

                          and

                     CHEMICAL BANK,

                as Administrative Agent

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

                   TABLE OF CONTENTS

                                                        Page

                       ARTICLE I
            DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms  . . . . . . . . . .   1
SECTION 1.02. Computation of Time Periods  . . . . . . .  13
SECTION 1.03. Accounting Terms . . . . . . . . . . . . .  13

                       ARTICLE II
           AMOUNTS AND TERMS OF THE ADVANCES 
                 AND SPECIAL RATE LOANS

SECTION 2.01. The Contract Advances; Special Rate
               Loans . . . . . . . . . . . . . . . . . .  13
SECTION 2.02. Making the Contract Advances . . . . . . .  15
SECTION 2.03. The Auction Advances . . . . . . . . . . .  16
SECTION 2.04. Conversion and Continuation of Contract
               Borrowings  . . . . . . . . . . . . . . .  19
SECTION 2.05. Fees . . . . . . . . . . . . . . . . . . .  21
SECTION 2.06. Optional Reduction of the Commitments  . .  21
SECTION 2.07. Repayment of Advances and Special Rate
               Loans; Prepayment . . . . . . . . . . . .  21
SECTION 2.08. Interest . . . . . . . . . . . . . . . . .  22
SECTION 2.09. Interest Rate Determination  . . . . . . .  23
SECTION 2.10. Alternate Rate of Interest . . . . . . . .  23
SECTION 2.11. Increased Costs; Increased Capital . . . .  24
SECTION 2.12. Additional Interest on Eurodollar Rate
               Advances  . . . . . . . . . . . . . . . .  26
SECTION 2.13. Change in Legality . . . . . . . . . . . .  26
SECTION 2.14. Payments and Computations  . . . . . . . .  27
SECTION 2.15. Taxes on Payments  . . . . . . . . . . . .  28
SECTION 2.16. Sharing of Payments, Etc.  . . . . . . . .  31
SECTION 2.17. Removal of a Bank  . . . . . . . . . . . .  31

                 CONDITIONS OF LENDING

SECTION 3.01. Conditions Precedent to Initial
               Borrowing . . . . . . . . . . . . . . . .  32
SECTION 3.02. Conditions Precedent to Each Borrowing . .  33
SECTION 3.03. Borrowings for General Corporate
               Purposes. . . . . . . . . . . . . . . . .  33

                       ARTICLE IV
             REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the
               Borrower  . . . . . . . . . . . . . . . .  34

                       ARTICLE V
               COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants  . . . . . . . . . .  36
SECTION 5.02. Negative Covenants . . . . . . . . . . . .  39

                       ARTICLE VI
                   EVENTS OF DEFAULT

SECTION 6.01. Events of Default  . . . . . . . . . . . .  45

                      ARTICLE VII
             THE ADMINISTRATIVE AGENT, ETC.

SECTION 7.01. Authorization and Action . . . . . . . . .  47
SECTION 7.02. Administrative Agent's Reliance, Etc.  . .  48
SECTION 7.03. Chemical Bank and Affiliates . . . . . . .  48
SECTION 7.04. Bank Credit Decision . . . . . . . . . . .  49
SECTION 7.05. Indemnification  . . . . . . . . . . . . .  49
SECTION 7.06. Successor Administrative Agent . . . . . .  50

                      ARTICLE VIII
                     MISCELLANEOUS

SECTION 8.01. Amendments, Etc. . . . . . . . . . . . . .  50
SECTION 8.02. Notices, Etc.  . . . . . . . . . . . . . .  51
SECTION 8.03. No Waiver; Remedies  . . . . . . . . . . .  52
SECTION 8.04. Costs, Expenses and Taxes  . . . . . . . .  52
SECTION 8.05. Right of Set-off . . . . . . . . . . . . .  53
SECTION 8.06. Binding Effect . . . . . . . . . . . . . .  54
SECTION 8.07. Assignments and Participations . . . . . .  54
SECTION 8.08. GOVERNING LAW  . . . . . . . . . . . . . .  58
SECTION 8.09. Submission to Jurisdiction; Service of
               Process; Jury Trial.  . . . . . . . . . .  58
SECTION 8.10. Treatment of Certain Information;
               Confidentiality.  . . . . . . . . . . . .  58
SECTION 8.11. Execution in Counterparts  . . . . . . . .  60
SECTION 8.12. Indemnification. . . . . . . . . . . . . .  60

Schedule I    List of Applicable Lending Offices
Schedule II   List of Existing Mortgages
Exhibit A-1   Form of Notice of Contract Borrowing
Exhibit A-2   Form of Notice of Auction Borrowing
Exhibit B     Form of Assignment and Acceptance
Exhibit C     Form of Opinion of Counsel for the Borrower
Exhibit D     Form of Opinion of Counsel to the Administrative
              Agent

                         REVOLVING CREDIT AGREEMENT, dated
               as of April 11, 1995, among UNION PACIFIC
               CORPORATION, a Utah corporation (the
               "Borrower"); the banks listed on the
               signature pages hereof and any other banks
               which from time to time become parties hereto
               pursuant to Section 8.07 of this Agreement
               (all such banks being referred to herein
               collectively as the "Banks"); CHEMICAL BANK
               and CITICORP SECURITIES, INC., as Co-
               Arrangers (collectively, the "Co-Arrangers");
               CHEMICAL SECURITIES, INC., as Syndication
               Agent (the "Syndication Agent"); CITIBANK,
               N.A., as Documentation Agent (the
               "Documentation Agent"); and CHEMICAL BANK, as
               agent for the purposes hereinafter provided
               (in such capacity, the "Administrative
               Agent") for the Banks hereunder.

                       ARTICLE I

            DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01.  Certain Defined Terms.  As used in this
Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and
plural forms of the terms defined):

     "Adjusted CD Rate" means, for each Adjusted CD Rate
Advance comprising part of the same Contract Borrowing, an
interest rate per annum (rounded upwards, if necessary, to the
next 1/100 of 1%) equal to the sum of (a) a rate per annum equal
to the product of (i) the Fixed CD Rate in effect for the
Interest Period then applicable to such Advance and (ii) 1.00
plus the Domestic Reserve Percentage, plus (b) the Assessment
Rate.  For purposes hereof, the term "Fixed CD Rate" shall mean
the arithmetic average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the prevailing rates per annum bid at or
about 10:00 a.m. (New York City time) to each Reference Bank on
the first Business Day of the Interest Period then applicable to
such Contract Borrowing by three New York City negotiable
certificate of deposit dealers of recognized standing for the
purchase at face value of negotiable certificates of deposit of
such Reference Bank in a principal amount approximately equal to
such Reference Bank's portion of such Contract Borrowing and with
a maturity comparable to such Interest Period. 

     "Adjusted CD Rate Advance" means a Contract Advance
that bears interest based on the Adjusted CD Rate.

     "Advance" means any Contract Advance or Auction
Advance.

     "Agreement" means this Agreement, as amended, modified
and supplemented from time to time, including, without
limitation, any such supplement in respect of Auction Advances
under Section 2.03(a)(v).

     "Alternate Base Rate" means, for any day, a rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the Base CD Rate in effect on such day plus 1% and
(c) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%.  For purposes hereof:  "Prime Rate" shall mean the
rate of interest per annum publicly announced from time to time
by Chemical Bank as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be
effective on the date such change is publicly announced as
effective.  "Base CD Rate" shall mean the sum of (a) the product
of (i) the Three-Month Secondary CD Rate and (ii) 1.00 plus the
Domestic Reserve Percentage and (b) the Assessment Rate.  "Three-
Month Secondary CD Rate" shall mean, for any day, the secondary
market rate for three-month certificates of deposit reported as
being in effect on such day (or, if such day shall not be a
Business Day, the next preceding Business Day) by the Board of
Governors of the Federal Reserve System through the public
information telephone line of the Federal Reserve Bank of New
York (which rate will, under the current practices of such Board,
be published in Federal Reserve Statistical Release H.15(519)
during the week following such day), or, if such rate shall not
be so reported on such day or such next preceding Business Day,
the average of the secondary market quotations for three-month
certificates of deposit of major money center banks in New York
City received at approximately 10:00 a.m. (New York City time) on
such day (or, if such day shall not be a Business Day, on the
next preceding Business Day) by the Administrative Agent from
three New York City negotiable certificate of deposit dealers of
recognized standing selected by it.  "Federal Funds Effective
Rate" shall mean, for any day, the weighted average of the rates
on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the
Administrative Agent from three Federal funds brokers of
recognized standing selected by it.  If for any reason the
Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to
ascertain the Base CD Rate or the Federal Funds Effective Rate or
both for any reason, including the inability of the
Administrative Agent to obtain sufficient quotations in
accordance with the terms hereof, the Alternate Base Rate shall
be determined without regard to clause (b) or (c), or both, of
the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist.  Any
change in the Alternate Base Rate due to a change in the Prime
Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such
change in the Prime Rate, the Three-Month Secondary CD Rate or
the Federal Funds Effective Rate, respectively.

     "Alternate Base Rate Advance" means a Contract Advance
which bears interest computed at the Alternate Base Rate.

     "Applicable Fee Percentage" means on any date (a) if
the Applicable Margin for such date is or would be determined
with reference to Category 1, 0.100%; (b) if the Applicable
Margin for such date is or would be determined with reference to
Category 2, 0.125%; (c) if the Applicable Margin for such date is
or would be determined with reference to Category 3, 0.150%; and
(d) if the Applicable Margin for such date is or would be
determined with reference to Category 4, 0.250%.

     "Applicable Lending Office" means, with respect to each
Bank, such Bank's Domestic Lending Office in the case of an
Alternate Base Rate Advance, such Bank's CD Lending Office in the
case of an Adjusted CD Rate Advance, such Bank's Eurodollar
Lending Office in the case of a Eurodollar Rate Contract Advance
and, in the case of an Auction Advance, the office or affiliate
of such Bank notified by such Bank to the Borrower and the
Administrative Agent as such Bank's Applicable Lending Office
with respect to such Auction Advance.

     "Applicable Margin" means, with respect to Adjusted CD
Rate Advances and Eurodollar Rate Contract Advances on any date,
the applicable percentage set forth below for such Type of
Advance under the caption "Applicable Margin" based upon the
ratings applicable on such date to the Borrower's senior,
unsecured, non-credit-enhanced long term indebtedness for
borrowed money ("Index Debt"):

                                    Applicable Margin

                               Adjusted CD     Eurodollar
         Ratings                   Rate           Rate
                                 Advances       Contract
                                                Advances

       Category 1

    A- or higher by S&P; and
                                  0.275%         0.150%
    A3 or higher by Moody's

       Category 2

    Lower than A- and equal to or
    higher than BBB+ by S&P; and
                                  0.375%         0.250%
    Lower than A3 and equal to or
    higher than Baa1 by Moody's

       Category 3

    Lower than BBB+ and equal to
    or higher than BBB- by S&P;
    and
                                  0.425%         0.300%
    Lower than Baa1 and equal to
    or higher than Baa3 by
    Moody's
       Category 4

    Lower than BBB- by S&P; or
                                  0.625%         0.500%
    Lower than Baa3 by Moody's

For purposes of the foregoing, (i) if neither Moody's nor S&P
shall have in effect a rating for Index Debt (other than by
reason of the circumstances referred to in the last sentence of
this definition), then both such rating agencies will be deemed
to have established ratings for Index Debt in Category 4; (ii) if
only one of Moody's or S&P shall have in effect a rating for
Index Debt, the Borrower and the Banks will negotiate in good
faith to agree upon another rating agency to be substituted by an
amendment to this Agreement for the rating agency which shall not
have a rating in effect, and in the absence of such amendment the
Applicable Margin will be determined by reference to the
available rating; (iii) if the ratings established by Moody's and
S&P shall fall within different Categories, the Applicable Margin
shall be determined by reference to the numerically lower
Category (where Category 1 is the numerically lowest such
Category and Category 4 is the numerically highest such
Category); and (iv) if any rating established by Moody's or S&P
shall be changed (other than as a result of a change in the
rating system of either Moody's or S&P) such change shall be
effective as of the date on which such change is first announced
by the rating agency making such change.  Each change in the
Applicable Margin shall apply during the period commencing on the
effective date of such change and ending on the date immediately
preceding the effective date of the next such change.  If the
rating system of either Moody's or S&P shall change prior to the
Maturity Date, the Borrower and the Banks shall negotiate in good
faith to amend the references to specific ratings in this
definition to reflect such changed rating system.  If both
Moody's and S&P shall cease to be in the business of rating
corporate debt obligations, the Borrower and the Banks shall
negotiate in good faith to agree upon a substitute rating agency
and to amend the references to specific ratings in this
definition to reflect the ratings used by such substitute rating
agency.

     "Applicable Rate" means:

     (i)  with respect to Adjusted CD Rate Advances, the
Adjusted CD Rate plus the Applicable Margin;

    (ii)  with respect to Alternate Base Rate Advances, the
Alternate Base Rate; and

   (iii)  with respect to Eurodollar Rate Contract Advances,
the Eurodollar Rate plus the Applicable Margin.

     "Assessment Rate" means for any date the annual rate
(rounded upwards, if necessary, to the next 1/100 of 1%) most
recently estimated by the Administrative Agent as the then
current net annual assessment rate that will be employed in
determining amounts payable by the Administrative Agent to the
Federal Deposit Insurance Corporation (or any successor) for
insurance by such Corporation (or such successor) of time
deposits made in dollars at the Administrative Agent's domestic
offices.

     "Assignment and Acceptance" means an assignment and
acceptance entered into by a Bank and an Eligible Assignee, and
accepted by the Administrative Agent, in substantially the form
of Exhibit B hereto.

     "Auction Advance" means an advance by a Bank to the
Borrower as part of an Auction Borrowing resulting from the
auction bidding procedure described in Section 2.03, and refers
to a Fixed Rate Auction Advance or a Eurodollar Rate Auction
Advance.

     "Auction Borrowing" means a Borrowing consisting of
simultaneous Auction Advances of the same Type from each of the
Banks whose offer to make an Auction Advance as part of such
Borrowing has been accepted by the Borrower under the auction
bidding procedure described in Section 2.03.

     "Auction Reduction" means, as to any Bank as at any
date, an amount equal to such Bank's pro rata (in accordance with
the Commitments) share of the aggregate amount of all Auction
Advances outstanding on such date (giving effect to the payment
of any Auction Advances to be made on such date).

     "Borrowing" means a Contract Borrowing or an Auction
Borrowing.

     "Business Day" means a day of the year on which banks
are not required or authorized to close in New York City and, if
the applicable Business Day relates to any Eurodollar Rate
Advances, on which dealings in dollar deposits are carried on in
the London interbank market.

     "Category 1", "Category 2", "Category 3" and
"Category 4" have the meanings specified in the definition of
"Applicable Margin" in this Section 1.01.

     "CD Lending Office" means, with respect to any Bank,
the office or affiliate of such Bank specified as its "CD Lending
Office" opposite its name on Schedule I hereto or in the
Assignment and Acceptance pursuant to which it became a Bank (or,
if no such office or affiliate is specified, its Domestic Lending
Office), or such other office or affiliate of such Bank as such
Bank may from time to time specify to the Borrower and the
Administrative Agent. 

     "Chemical Bank" means Chemical Bank, a New York banking
corporation, and its successors.

     "Closing Date" means the date of this Agreement.

     "CNW" means Chicago and North Western Transportation
Company, a Delaware corporation.

     "Co-Agents" means, collectively, the Syndication Agent,
the Documentation Agent and the Administrative Agent.

     "Code" means the Internal Revenue Code of 1986, as the
same may be amended from time to time.

     "Commitment" has the meaning specified in
Section 2.01(a).

     "Contract Advance" means an advance by a Bank to the
Borrower as part of a Contract Borrowing and refers to an
Adjusted CD Rate Advance, an Alternate Base Rate Advance or a
Eurodollar Rate Contract Advance.

     "Contract Borrowing" means a Borrowing consisting of
simultaneous Contract Advances of the same Type made ratably by
all of the Banks pursuant to Section 2.01(a).

     "Debt" means (i) indebtedness for borrowed money,
(ii) obligations evidenced by bonds, debentures, notes or other
similar instruments, (iii) obligations to pay the deferred
purchase price of property (excluding obligations under
agreements for the purchase of goods in the normal course of
business, but including obligations under agreements relating to
the issuance of performance letters of credit or acceptance
financing), (iv) obligations as lessee under leases which shall
have been or should be, in accordance with generally accepted
accounting principles, recorded as capital leases, (v)
obligations under direct or indirect guaranties in respect of,
and obligations (contingent or otherwise) to purchase or
otherwise acquire, or otherwise to assure a creditor against loss
in respect of, indebtedness or obligations of others of the kinds
referred to in clauses (i) through (iv) above and (vi)
liabilities in respect of unfunded vested benefits under Plans
covered by Title IV of ERISA; provided, however, that (x) for the
purposes of Section 5.02(a), "Debt" means only indebtedness for
borrowed money (however evidenced) and (y) for the purposes of
Section 6.01(e), "Debt" means only (1) the obligations described
in clauses (i), (ii) and (iii) above and (2) the obligations
described in clause (v) above (to the extent such obligations
relate to Debt described in clause (i) or (ii) above).

     "Default" means any condition or event which, after
notice or lapse of time, or both, would constitute an Event of
Default.

     "Domestic Lending Office" means, with respect to any
Bank, the office or affiliate of such Bank specified as its
"Domestic Lending Office" opposite its name on Schedule I hereto
or in the Assignment and Acceptance pursuant to which it became a
Bank, or such other office or affiliate of such Bank as such Bank
may from time to time specify to the Borrower and the
Administrative Agent.

     "Domestic Reserve Percentage" means, for any Interest
Period, the reserve percentage applicable on the first day of
such Interest Period under regulations issued from time to time
by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement
(including, but not limited to, any emergency, supplemental or
other marginal reserve requirement) for a member bank of the
Federal Reserve System in New York City with deposits exceeding
one billion dollars with respect to liabilities consisting of or
including (among other liabilities) U.S. dollar nonpersonal time
deposits in the United States with a maturity equal to such
Interest Period.

     "Eligible Assignee" means:  

     (a)  any of the following entities approved in writing
by the Borrower in its sole discretion and notified to the
Administrative Agent, and then only to the extent of a proposed
assignment approved in writing by the Borrower in its sole
discretion and notified to the Administrative Agent:  (i) a
commercial bank organized under the laws of the United States, or
any state thereof, and having total assets in excess of
$3,000,000,000 and a combined capital and surplus of at least
$150,000,000; (ii) a commercial bank organized under the laws of
any other country which is a member of the OECD, or a political
subdivision of any such country, and having total assets in
excess of $3,000,000,000 and a combined capital and surplus of at
least $150,000,000, provided that such bank is acting through a
branch or agency located in the United States, in the country in
which it is organized or in another country which is also a
member of the OECD; and (iii) the central bank of any country
which is a member of the OECD; and

     (b)  an affiliate of the assigning Bank (for which
purposes "affiliate" means a Person controlling, controlled by or
under common control with such assigning Bank).

     "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

     "ERISA Affiliate" means any trade or business (whether
or not incorporated) which is a member of a group of which the
Borrower is a member and which is under common control within the
meaning of the regulations under Section 414 of the Code.

     "Eurocurrency Liabilities" has the meaning assigned to
that term in Regulation D of the Board of Governors of the
Federal Reserve System (or any successor regulation), as in
effect from time to time.

     "Eurodollar Lending Office" means, with respect to any
Bank, the office or affiliate of such Bank specified as its
"Eurodollar Lending Office" opposite its name on Schedule I
hereto or in the Assignment and Acceptance pursuant to which it
became a Bank (or, if no such office or affiliate is specified,
its Domestic Lending Office), or such other office or affiliate
of such Bank as such Bank may from time to time specify to the
Borrower and the Administrative Agent.

     "Eurodollar Rate" means, for each Eurodollar Rate
Advance comprising part of the same Borrowing, an interest rate
per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the average of the rates at which deposits in U.S.
dollars in immediately available funds approximately equal in
principal amount to (i) in the case of a Contract Borrowing, the
portion of such Eurodollar Rate Contract Advance of the Bank
serving as Administrative Agent and (ii) in the case of an
Auction Borrowing, a principal amount that would have been the
portion of such Auction Borrowing of the Bank serving as
Administrative Agent had such Auction Borrowing been a Contract
Borrowing, and for a maturity comparable to (a) in the case of a
Contract Borrowing, the Interest Period then applicable to such
Contract Advance and (b) in the case of an Auction Borrowing, the
maturity of such Auction Advance, are offered to the principal
London offices of the Reference Banks (or if any Reference Bank
does not at the time maintain a London office, the principal
London office of any affiliate of such Reference Bank) in the
London interbank market at approximately 11:00 a.m. (London time)
two Business Days prior to (x) the commencement of the Interest
Period then applicable to such Contract Advance or (y) the making
of such Auction Advance, as the case may be.

     "Eurodollar Rate Advance" means any Eurodollar Rate
Contract Advance or Eurodollar Rate Auction Advance.

     "Eurodollar Rate Auction Advance" means an Auction
Advance which bears interest based on the Eurodollar Rate.

     "Eurodollar Rate Contract Advance" means a Contract
Advance which bears interest based on the Eurodollar Rate.

     "Eurodollar Rate Reserve Percentage" of any Bank for
any Eurodollar Rate Advance means the reserve percentage
applicable to such Bank on (i) in the case of a Contract Advance,
the first day of the Interest Period then applicable to such
Contract Advance and (ii) in the case of an Auction Advance, the
date of such Auction Advance, under regulations issued from time
to time by the Board of Governors of the Federal Reserve System
(or any successor) for determining the reserve requirement
(including, without limitation, any emergency, supplemental or
other marginal reserve requirement) under Regulation D
promulgated by the Board of Governors of the Federal Reserve
System, or any successor or supplemental regulations, then
applicable to such Bank with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities having a term
equal to such Interest Period or the term of such Auction
Advance, as the case may be.

     "Events of Default" has the meaning specified in
Section 6.01.

     "Financial Officer" of any corporation shall mean the
chief financial officer, principal accounting officer, Treasurer
or Controller of such corporation.

     "Fixed Rate" means an interest rate per annum
(expressed in the form of a decimal to no more than four decimal
places) specified by a Bank making an Auction Advance under the
auction bidding procedure described in Section 2.03.

     "Fixed Rate Auction Advance" means an Auction Advance
which bears interest based on the Fixed Rate.

     "Interest Period" means, for each Contract Advance
comprising part of the same Contract Borrowing, the period
commencing on the date of such Contract Advance or on the last
day of the immediately preceding Interest Period applicable to
such Contract Advance, as the case may be, and ending on the last
day of the period selected by the Borrower pursuant to the
provisions below.  The duration of each such Interest Period
shall be (a) in the case of an Alternate Base Rate Advance, until
the next succeeding March 31, June 30, September 30 or
December 31, (b) in the case of an Adjusted CD Rate Advance, 30,
60, 90 or 180 days and (c) in the case of a Eurodollar Rate
Contract Advance, 1 month or 2, 3 or 6 months, as the Borrower
may select (in the case of clause (b) or (c)) by notice to the
Administrative Agent pursuant to Section 2.02(a); provided,
however, that:  

     (i)  Interest Periods commencing on the same date for
Contract Advances comprising part of the same Contract
Borrowing shall be of the same duration;

    (ii)  subject to clause (iii) below, whenever the last
day of any Interest Period would otherwise occur on a day
other than a Business Day in both New York City and London,
the last day of such Interest Period shall be extended to
occur on the next succeeding Business Day in both such
cities, provided, in the case of any Interest Period for a
Eurodollar Rate Contract Advance, that if such extension
would cause the last day of such Interest Period to occur in
the next following calendar month, the last day of such
Interest Period shall occur on the next preceding Business
Day in both such cities; and

   (iii)  no Interest Period shall end on a date later than
the Maturity Date.

     "Majority Banks" means at any time Banks that in the
aggregate (a) represent at least 66-2/3% of the Commitments and
(b) after the expiry or termination of the Commitments, represent
at least 66-2/3% of the aggregate unpaid principal amount of the
Advances and Special Rate Loans.

     "Margin Stock" means "margin stock" within the meaning
of Regulation U.

     "Material Plan" means either (i) a Plan under which the
present value of the vested benefits exceeds the fair market
value of the assets of such Plan allocable to such benefits by
more than $20,000,000 or (ii) a Plan whose assets have a market
value in excess of $100,000,000.

     "Maturity Date" means the fifth anniversary of the
Closing Date; provided that if such date is not a Business Day,
the Maturity Date shall be the immediately preceding Business
Day.

     "Merger Agreement" means the Agreement and Plan of
Merger, dated as of March 16, 1995, by and among the Borrower, UP
Rail, Inc. and CNW, as from time to time amended (without
prejudice to Section 5.02(f)).

     "Moody's" means Moody's Investors Service, Inc. or any
successor thereto.

     "Multiemployer Plan" means a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA to which the Borrower or
any ERISA Affiliate is making or accruing an obligation to make
contributions, or has within any of the preceding three plan
years made or accrued an obligation to make contributions.

     "Notice of Contract Borrowing" has the meaning
specified in Section 2.02(a).

     "Notice of Auction Borrowing" has the meaning specified
in Section 2.03(a).

     "$1,200,000,000 Agreement" means the $1,200,000,000
Revolving Credit Agreement, dated as of April 11, 1995, among the
Borrower, the banks named therein (which include certain of the
Banks), the co-arrangers, syndication agent and documentation
agent named therein and Chemical Bank, as administrative agent
for said banks, as from time to time amended.

     "$1,400,000,000 Credit Agreement" means the
$1,400,000,000 Revolving Credit Agreement, dated as of March 2,
1993, among the Borrower, the banks named therein (which include
certain of the Banks), the co-agents named therein and Chemical
Bank, as administrative agent for said banks, as from time to
time amended.

     "OECD" means the Organization for Economic Cooperation
and Development.

     "Participating Bank" has the meaning specified in
Section 2.03(a)(v).

     "PBGC" means the Pension Benefit Guaranty Corporation
and any entity succeeding to any or all of its functions under
ERISA.

     "Person" means an individual, partnership, corporation
(including a business trust), joint stock company, trust,
unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.

     "Plan" means an employee benefit plan (other than a
Multiemployer Plan) maintained for employees of the Borrower or
any ERISA Affiliate and covered by Title IV of ERISA.

     "Railroads" means Union Pacific Railroad Company,
Missouri Pacific Railroad Company, and, after substantially all
shares of the capital stock of CNW (or the surviving corporation
pursuant to the Merger Agreement) shall have been acquired
(directly or indirectly) by the Borrower pursuant to the approval
or exemption (if required) of the Interstate Commerce Commission
(or any successor agency having jurisdiction), Chicago and North
Western Railway Company and Western Railroad Properties,
Incorporated, in each case together with their respective
successors. 

     "Reference Banks" means Chemical Bank, Citibank, N.A.
and Morgan Guaranty Trust Company of New York, and such other
additional or substitute financial institutions as may be agreed
to by the Borrower, the Administrative Agent and the Majority
Banks from time to time.

     "Register" has the meaning specified in
Section 8.07(c).

     "Regulation U" means Regulation U issued by the Board
of Governors of the Federal Reserve System, as from time to time
amended.

     "Reportable Event" means an event described in Section
4043(b) of ERISA with respect to which the 30-day notice
requirement has not been waived by the PBGC.

     "S&P" means Standard and Poor's Ratings Group, a
division of McGraw-Hill, Inc., or any successor thereto.

     "Special Rate Loan" means any loan made by a Bank to
the Borrower pursuant to Section 2.01(b).

     "Special Rate Loan Reduction" means, as to any Bank as
at any date, an amount equal to such Bank's pro rata (in
accordance with the Commitments) share of the aggregate amount of
all Special Rate Loans outstanding on such date (giving effect to
the payment of any Special Rate Loans to be made on such date).

     "Subsidiary" of a Person means any corporation or other
similar entity of which more than 50% of the outstanding capital
stock having ordinary voting power to elect a majority of the
Board of Directors of such corporation or entity (irrespective of
whether or not at the time capital stock of any other class or
classes of such corporation or entity shall or might have voting
power upon the occurrence of any contingency) is at the time
directly or indirectly owned by such Person, by such Person and
one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person.

     "Tender Offer" means the offer by UP Rail, Inc., a Utah
corporation and wholly owned Subsidiary of the Borrower, to
purchase for cash all of the shares of common stock of CNW not
otherwise owned by the Borrower or any of its affiliates, dated
March 23, 1995, as from time to time amended (without prejudice
to Section 5.02(f)).

     "Tender Offer Materials" means, collectively, (i) the
Offer to Purchase for Cash All Outstanding Shares of Common Stock
of Chicago and North Western Transportation Company at $35.00 Net
Per Share by UP Rail, Inc. dated March 23, 1995, (ii) the related
Letter of Transmittal and (iii) the Tender Offer Statement on
Schedule 14D-1 with respect to the Tender Offer filed with the
Securities and Exchange Commission, as any of the same may be
from time to time amended or extended.

     "Termination Date" means the Maturity Date or the
earlier date of termination in whole of the Commitments pursuant
to Section 2.06 or 6.01.

     "Termination Event" means (i) a "Reportable Event"
described in Section 4043 of ERISA and the regulations issued
thereunder (other than a "Reportable Event" not subject to the
provision for 30-day notice to the PBGC under such regulations),
or (ii) the withdrawal of the Borrower or any of its ERISA
Affiliates from a Plan during a plan year in which it was a
"substantial employer" as defined in Section 4001(a)(2) of ERISA,
or (iii) the filing of a notice of intent to terminate a Plan or
the treatment of a Plan amendment as a termination under Section
4041 of ERISA, or (iv) the institution of proceedings to
terminate a Plan by the PBGC, or (v) any other event or condition
which might constitute grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to
administer, any Plan.

     "Type", when used in respect of any Advance or
Borrowing, refers to the Rate by reference to which interest on
such Advance or on the Advances comprising such Borrowing is
determined.  For purposes hereof, "Rate" shall include the
Eurodollar Rate, the Adjusted CD Rate, the Alternate Base Rate
and the Fixed Rate.

     SECTION 1.02.  Computation of Time Periods.  In this
Agreement in the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each means "to but
excluding".

     SECTION 1.03.  Accounting Terms.  All accounting terms
not specifically defined herein shall be construed in accordance
with generally accepted accounting principles consistent with
those applied in the preparation of the financial statements
referred to in Section 4.01(e).

                       ARTICLE II

           AMOUNTS AND TERMS OF THE ADVANCES 
                 AND SPECIAL RATE LOANS

     SECTION 2.01.  The Contract Advances; Special Rate
Loans.  (a)  Each Bank severally agrees, on the terms and
conditions hereinafter set forth, to make Contract Advances to
the Borrower from time to time on any Business Day during the
period from the Closing Date until the Termination Date in an
aggregate amount not to exceed at any time outstanding the
excess, if any, of (i) the amount set opposite such Bank's name
on the signature pages to this Agreement, as such amount may be
reduced pursuant to Section 2.06 or increased pursuant to
Section 2.17 or reduced or increased pursuant to Section 8.07
(such Bank's obligation to make such Advances being hereinafter
referred to as such Bank's "Commitment") over (ii) the aggregate
amount of (x) such Bank's Special Rate Loan Reduction, if any,
and (y) such Bank's Auction Reduction, if any; provided, however,
that at no time shall the aggregate outstanding principal amount
of Contract Advances, Auction Advances and Special Rate Loans
exceed the aggregate amount of the Commitments.  Each Contract
Borrowing shall be in an aggregate amount not less than
$10,000,000 (subject to the terms of this Section 2.01(a)) or an
integral multiple of $1,000,000 in excess thereof and shall
consist of Contract Advances of the same Type made on the same
day by the Banks ratably according to their respective
Commitments.

     (b)   Upon the request of the Borrower, each Bank may,
in its sole discretion, from time to time on any Business Day
during the period from the Closing Date until the Termination
Date, extend loans to the Borrower in an aggregate amount not
less than $10,000,000 or an integral multiple of $1,000,000 in
excess thereof, at an interest rate and upon repayment terms to
be mutually agreed upon between such Bank and the Borrower
("Special Rate Loans").  The amount of any Special Rate Loan made
by a Bank may exceed such Bank's Commitment; provided that at no
time shall the aggregate amount of Contract Advances, Auction
Advances and Special Rate Loans outstanding exceed the aggregate
amount of the Commitments.  Notwithstanding any other provision
of this Agreement, (i) any Special Rate Loan shall be made by a
Bank directly to the Borrower; (ii) all payments in respect of
any Special Rate Loan shall be made by the Borrower directly to
the Bank which made such loan; (iii) Special Rate Loans need not
be made on a pro rata basis among the Banks; and (iv) each
Special Rate Loan shall be entitled to the benefits of the
provisions contained in Articles V and VI and Sections 8.05 and
8.07 hereof unless otherwise agreed by the Borrower and the Bank
which made such loan with written notice to the Administrative
Agent.  On each date when any Bank makes a Special Rate Loan, the
Borrower and such Bank shall notify the Administrative Agent
thereof (and the Administrative Agent shall promptly notify the
other Banks), specifying the principal amount of such Special
Rate Loan, the interest rate thereon, the repayment terms and the
maturity thereof.

     (c)  Within the limits and on the conditions set forth
in this Section 2.01, the Borrower may from time to time borrow
under this Section 2.01, repay pursuant to Sections 2.07(a) and
2.07(b), as appropriate, prepay under Section 2.07(d) and
reborrow under this Section 2.01 and borrow under Section 2.03.  

     SECTION 2.02.  Making the Contract Advances.  (a)  Each
Contract Borrowing shall be made on notice, given (i) in the case
of a Borrowing consisting of Alternate Base Rate Advances, not
later than 10:30 a.m. (New York City time) on the day of the
proposed Borrowing; (ii) in the case of a Borrowing consisting of
Adjusted CD Rate Advances, not later than 10:30 a.m. (New York
City time) on the second Business Day prior to the day of the
proposed Borrowing; and (iii) in the case of a Borrowing
consisting of Eurodollar Rate Contract Advances, not later than
10:30 a.m. (New York City time) on the third Business Day prior
to the date of the proposed Borrowing, by the Borrower to the
Administrative Agent, which shall give to each Bank prompt notice
thereof by cable or telecopy.  Each such notice of a Contract
Borrowing (a "Notice of Contract Borrowing") shall be in
substantially the form of Exhibit A-1 hereto, specifying therein
the requested (i) date of such Contract Borrowing, (ii) Type of
Contract Advances comprising such Contract Borrowing,
(iii) aggregate amount of such Contract Borrowing and
(iv) Interest Period.  Each Bank shall, before 12:00 noon (New
York City time) on the date of any such Contract Borrowing, make
available for the account of its Applicable Lending Office to the
Administrative Agent at its address referred to in Section 8.02,
in same-day funds, such Bank's ratable portion of such Contract
Borrowing.  Upon the Administrative Agent's receipt of such funds
and upon fulfillment of the applicable conditions set forth in
Article III, the Administrative Agent will make such funds
available to the Borrower at the Administrative Agent's aforesaid
address.

     (b)  Each Notice of Contract Borrowing shall be
irrevocable and binding on the Borrower.  In the case of any
Contract Borrowing which the related Notice of Contract Borrowing
specifies is to be comprised of Eurodollar Rate Contract Advances
or Adjusted CD Rate Advances, the Borrower shall indemnify each
Bank against any loss, cost or expense incurred by such Bank as a
result of any failure by the Borrower to complete such Borrowing
(whether or not due to a failure to fulfill on or before the date
specified in such Notice of Contract Borrowing the applicable
conditions set forth in Article III), such losses, costs and
expenses to include, without limitation, any loss (including loss
of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds
acquired by such Bank to fund the Contract Advance to be made by
such Bank as part of such Contract Borrowing when such Contract
Advance, as a result of such failure, is not made on such date.

     (c)  Unless the Administrative Agent shall have
received notice from a Bank prior to the date of any Contract
Borrowing that such Bank will not make available to the
Administrative Agent such Bank's ratable portion of such Contract
Borrowing, the Administrative Agent may assume that such Bank has
made such portion available to the Administrative Agent on the
date of such Contract Borrowing in accordance with subsection (a)
of this Section 2.02 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on
such date a corresponding amount.  If and to the extent that such
Bank shall not have so made such ratable portion available to the
Administrative Agent, such Bank and the Borrower severally agree
to repay to the Administrative Agent forthwith on demand such
corresponding amount, together with interest thereon, for each
day from the date such amount is made available to the Borrower
until the date such amount is repaid to the Administrative Agent,
at (i) in the case of the Borrower, the interest rate applicable
at the time to Contract Advances comprising such Contract
Borrowing and (ii) in the case of such Bank, an interest rate
equal at all times to the Federal Funds Effective Rate (as
defined in the definition of Alternate Base Rate in
Section 1.01).  If such Bank shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall
constitute such Bank's Contract Advance as part of such Contract
Borrowing for purposes of this Agreement.  

     (d)  The failure of any Bank to make the Contract
Advance to be made by it as part of any Contract Borrowing shall
not relieve any other Bank of its obligation, if any, hereunder
to make its Contract Advance on the date of such Contract
Borrowing, but no Bank shall be responsible for the failure of
any other Bank to make the Contract Advance to be made by such
other Bank on the date of any Contract Borrowing.

     SECTION 2.03.  The Auction Advances.  (a)  Each Bank
severally agrees that the Borrower may make Auction Borrowings
under this Section 2.03 from time to time on any Business Day
during the period from the Closing Date until the Termination
Date, in each case on the terms and conditions hereinafter set
forth; provided, however, that at no time shall the aggregate
amount of Contract Advances, Auction Advances and Special Rate
Loans outstanding exceed the aggregate amount of the Commitments. 
Each Auction Borrowing shall consist of Auction Advances of the
same Type made on the same day.

     (i)   The Borrower may request an Auction Borrowing
under this Section 2.03 by delivering to the Administrative
Agent (A) in the case of a Borrowing consisting of Fixed
Rate Auction Advances, by not later than 10:00 a.m. (New
York City time) one day prior to the day of the proposed
Auction Borrowing, and (B) in the case of a Borrowing
consisting of Eurodollar Rate Auction Advances, by not later
than 10:00 a.m. (New York City time) on the fourth Business
Day prior to the date of the proposed Auction Borrowing, a
notice of an Auction Borrowing (a "Notice of Auction
Borrowing"), in substantially the form of Exhibit A-2 hereto
specifying the proposed (1) date of such Auction Borrowing,
(2) Type of Auction Advances comprising such Auction
Borrowing, (3) aggregate amount (which shall not be less
than $10,000,000 or an integral multiple of $1,000,000 in
excess thereof) of such Auction Borrowing, (4) maturity date
for repayment of each Auction Advance to be made as part of
such Auction Borrowing (which maturity date shall be, in the
case of a Fixed Rate Auction Borrowing, not earlier than
seven days after the date of such Borrowing, and, in the
case of a Eurodollar Rate Auction Borrowing, not later than
1 month or 2, 3 or 6 months after the date of such
Borrowing, as the Borrower shall elect) and (5) any other
terms to be applicable to such Auction Borrowing.  The
Administrative Agent shall in turn promptly notify (by cable
or telecopy) each Bank of each request for an Auction
Borrowing received by it from the Borrower and of the terms
contained in such Notice of Auction Borrowing.

    (ii)  Each Bank shall, if, in its sole discretion, it
elects to do so, irrevocably offer to make one or more
Auction Advances to the Borrower as part of such proposed
Auction Borrowing at a rate or rates of interest specified
by such Bank in its sole discretion, by notifying (by
telecopy, cable or telephone (in the case of telephone,
immediately confirmed by telecopy)) the Administrative Agent
(which shall give prompt notice thereof to the Borrower),
(A) in the case of a Fixed Rate Auction Borrowing, before
10:00 a.m. (New York City time) on the date of such proposed
Auction Borrowing specified in the Notice of Auction
Borrowing delivered with respect thereto, and (B) in the
case of a Eurodollar Rate Auction Borrowing, before
10:00 a.m. (New York City time) on the third Business Day
prior to the date of such proposed Auction Borrowing
specified in the Notice of Auction Borrowing delivered with
respect thereto, of the maximum amount of each Auction
Advance which such Bank would be willing to make as part of
such proposed Auction Borrowing (which amount may, subject
to the proviso to the first sentence of this Section
2.03(a), exceed such Bank's Commitment), the rate or rates
of interest therefor (and whether reserves are included
therein) and such Bank's Applicable Lending Office with
respect to each such Auction Advance and any other terms and
conditions required by such Bank; provided that, if the Bank
then acting as Administrative Agent shall, in its sole
discretion, elect to make any such offer, it shall notify
the Borrower of such offer before 9:45 a.m. (New York City
time) on the date specified herein for notice of offers by
the other Banks.  If any Bank shall fail to notify the
Administrative Agent, before the time specified herein for
notice of offers, that it elects to make such an offer, such
Bank shall be deemed to have elected not to make such an
offer, and such Bank shall not be obligated or entitled to,
and shall not, make any Auction Advance as part of such
Auction Borrowing.  If any Bank shall provide telephonic
notice to the Administrative Agent of its election to make
an offer, but such telephonic notice has not been confirmed
by telecopy to the Administrative Agent at or before the
time specified herein for notice of offers, the
Administrative Agent may, in its sole discretion and without
liability to such Bank or the Borrower, elect whether or not
to provide notice thereof to the Borrower.

   (iii)  The Borrower shall, in turn, (A) in the case of a
Fixed Rate Auction Borrowing, before 11:00 a.m. (New York
City time) on the date of such proposed Auction Borrowing
specified in the Notice of Auction Borrowing delivered with
respect thereto, and (B) in the case of a Eurodollar Rate
Auction Borrowing, before 11:00 a.m. (New York City time) on
the third Business Day prior to the date of such proposed
Auction Borrowing specified in the Notice of Auction
Borrowing delivered with respect thereto, either:

          (x)  cancel such proposed Auction Borrowing by
     giving the Administrative Agent notice to that effect,
     or  

          (y)  accept one or more of the offers made by any
     Bank or Banks pursuant to paragraph (ii) above, in its
     sole discretion, by giving notice to the Administrative
     Agent of the amount of each Auction Advance (which
     amount shall be equal to or greater than $1,000,000,
     and equal to or less than the maximum amount offered by
     such Bank, notified to the Borrower by the
     Administrative Agent on behalf of such Bank for such
     Auction Advance pursuant to paragraph (ii) above) to be
     made by each Bank as part of such Auction Borrowing,
     and reject any remaining offers made by Banks pursuant
     to paragraph (ii) above, by giving the Administrative
     Agent notice to that effect; provided, however, that
     the aggregate amount of such offers accepted by the
     Borrower shall be equal at least to $10,000,000 or an
     integral multiple of $1,000,000 in excess thereof.

    (iv)  If the Borrower notifies the Administrative Agent
that such Auction Borrowing is canceled pursuant to
paragraph (iii)(x) above, the Administrative Agent shall
give prompt notice (by cable or telecopy) thereof to the
Banks, and such Auction Borrowing shall not be made.

     (v)  If the Borrower accepts one or more of the offers
made by any Bank or Banks pursuant to paragraph (iii)(y)
above, such offer or offers and the Notice of Auction
Borrowing in respect thereof shall constitute a supplement
to this Agreement in respect of such Auction Borrowing and
the Auction Advances made pursuant thereto, and the
Administrative Agent shall in turn promptly notify (A) each
Bank that has made an offer as described in paragraph (ii)
above of the date and aggregate amount of such Auction
Borrowing, the interest rate thereon and whether or not any
offer or offers made by such Bank pursuant to paragraph (ii)
above have been accepted by the Borrower and (B) each Bank
that is to make an Auction Advance as part of such Auction
Borrowing (a "Participating Bank" as to such Auction
Borrowing) of the amount of each Auction Advance to be made
by such Bank as part of such Auction Borrowing and the
maturity date for the repayment of each such Auction Advance
(together with a confirmation of the Administrative Agent's
understanding of the interest rate and any other terms
applicable to each such Auction Advance; the Administrative
Agent shall assume, unless notified by such Bank to the
contrary, that its understanding of such information is
correct).  Each such Participating Bank shall, before 12:00
noon (New York City time) on the date of such Auction
Borrowing specified in the notice received from the
Administrative Agent pursuant to clause (A) of the preceding
sentence, make available for the account of its Applicable
Lending Office to the Administrative Agent at its address
referred to in Section 8.02 such Bank's portion of such
Auction Borrowing, in same-day funds.  Upon fulfillment of
the applicable conditions set forth in Article III and after
receipt by the Administrative Agent of such funds, the
Administrative Agent will make such funds available to the
Borrower at the Administrative Agent's aforesaid address. 
Promptly after each Auction Borrowing, the Administrative
Agent will notify each Bank of the amount of the Auction
Borrowing, such Bank's Auction Reduction resulting therefrom
and the date upon which such Auction Reduction commenced and
is anticipated to terminate.

     (b)  Within the limits and on the conditions set forth
in this Section 2.03, the Borrower may from time to time borrow
under this Section 2.03, repay pursuant to Section 2.07(c),
prepay under Section 2.07(d) and reborrow under this Section 2.03
and borrow under Section 2.01.  

     SECTION 2.04.  Conversion and Continuation of Contract
Borrowings.  The Borrower shall have the right at any time upon
prior irrevocable notice to the Administrative Agent (i) not
later than 12:00 noon (New York City time), one Business Day
prior to conversion, to convert any Borrowing consisting of
Eurodollar Rate Contract Advances or Adjusted CD Rate Advances
into a Borrowing consisting of Alternate Base Rate Advances, (ii)
not later than 10:00 a.m. (New York City time), two Business Days
prior to conversion or continuation, to convert any Borrowing
consisting of Eurodollar Rate Contract Advances or Alternate Base
Rate Advances into a Borrowing consisting of Adjusted CD Rate
Advances or to continue any Borrowing consisting of Adjusted CD
Rate Advances for an additional Interest Period, (iii) not later
than 10:00 a.m. (New York City time), three Business Days prior
to conversion or continuation, to convert any Borrowing
consisting of Alternate Base Rate Advances or Adjusted CD Rate
Advances into a Borrowing consisting of Eurodollar Rate Contract
Advances or to continue any Borrowing consisting of Eurodollar
Rate Contract Advances for an additional Interest Period,
(iv) not later than 10:00 a.m. (New York City time), three
Business Days prior to conversion, to convert the Interest Period
with respect to any Borrowing consisting of Eurodollar Rate
Contract Advances to another permissible Interest Period, and
(v) not later than 10:00 a.m. (New York City time), two Business
Days prior to conversion, to convert the Interest Period with
respect to any Borrowing consisting of Adjusted CD Rate Advances
to another permissible Interest Period, subject in each case to
the following:

     (a)  each conversion or continuation shall be made pro
rata among the Banks in accordance with the respective
principal amounts of the Advances comprising the converted
or continued Contract Borrowing;

     (b)  if less than all the outstanding principal amount
of any Contract Borrowing shall be converted or continued,
the aggregate principal amount of such Contract Borrowing
converted or continued shall be an amount of $10,000,000 or
an integral multiple of $1,000,000 in excess thereof;  

     (c)  accrued interest on an Advance (or portion
thereof) being converted shall be paid by the Borrower at
the time of conversion;  

     (d)  if any Borrowing consisting of Eurodollar Rate
Contract Advances or Adjusted CD Rate Advances is converted
at a time other than the end of the Interest Period
applicable thereto, the Borrower shall pay, upon demand, any
amounts due to the Banks pursuant to Section 8.04(b) as a
result of such conversion; 

     (e)  any portion of a Contract Borrowing maturing or
required to be repaid in less than one month may not be
converted into or continued as a Borrowing consisting of
Eurodollar Rate Contract Advances;

     (f)  any portion of a Borrowing maturing or required to
be repaid in less than 30 days may not be converted into or
continued as a Borrowing consisting of Adjusted CD Rate
Advances;

     (g)  any portion of a Borrowing consisting of
Eurodollar Rate Contract Advances or Adjusted CD Rate
Advances which cannot be converted into or continued as such
by reason of clauses (e) and (f) above shall be
automatically converted at the end of the Interest Period in
effect for such Borrowing into a Borrowing consisting of
Alternate Base Rate Advances; and

     (h)  no Interest Period may be selected for any
Borrowing consisting of Eurodollar Rate Contract Advances or
Adjusted CD Rate Advances that would end later than the
Maturity Date.

     Each notice pursuant to this Section 2.04 shall be
irrevocable and shall refer to this Agreement and specify (i) the
identity and amount of the Contract Borrowing that the Borrower
requests be converted or continued, (ii) whether such Contract
Borrowing is to be converted to or continued as a Borrowing
consisting of Eurodollar Rate Contract Advances, Adjusted CD Rate
Advances or Alternate Base Rate Advances, (iii) if such notice
requests a conversion, the date of such conversion (which shall
be a Business Day) and (iv) if such Contract Borrowing is to be
converted to or continued as a Borrowing consisting of Eurodollar
Rate Contract Advances or Adjusted CD Rate Advances, the Interest
Period with respect thereto.  If no Interest Period is specified
in any such notice with respect to any conversion to or
continuation as a Borrowing consisting of Eurodollar Rate
Contract Advances or Adjusted CD Rate Advances, the Borrower
shall be deemed to have selected an Interest Period of one
month's duration, in the case of a Borrowing consisting of
Eurodollar Rate Contract Advances, or 30 days' duration, in the
case of a Borrowing consisting of Adjusted CD Rate Advances.  The
Administrative Agent shall advise the other Banks of any notice
given pursuant to this Section 2.04 and of each Bank's portion of
any converted or continued Contract Borrowing.  If the Borrower
shall not have given notice in accordance with this Section 2.04
to continue any Contract Borrowing into a subsequent Interest
Period (and shall not otherwise have given notice in accordance
with this Section 2.04 to convert such Contract Borrowing), such
Contract Borrowing shall, at the end of the Interest Period
applicable thereto (unless repaid pursuant to the terms hereof),
automatically be continued into a new Interest Period as a
Borrowing consisting of Alternate Base Rate Advances.   

     SECTION 2.05.  Fees.  The Borrower agrees to pay to
each Bank, through the Administrative Agent, a facility fee equal
to the Applicable Fee Percentage multiplied by the daily average
amount of the Commitment of such Bank, whether used or unused,
during the preceding quarter (or shorter period commencing with
the Closing Date or ending with the Termination Date), payable in
arrears on the last day of each March, June, September and
December during the term of the Commitments and on the
Termination Date.

     SECTION 2.06.  Optional Reduction of the Commitments. 
The Borrower shall have the right, upon at least two Business
Days' irrevocable notice to the Administrative Agent, to
terminate in whole or reduce ratably in part the respective
Commitments of the Banks; provided, however, that (i) each
partial reduction shall be in the aggregate amount of $10,000,000
or in an integral multiple of $1,000,000 in excess thereof and
(ii) no such termination or reduction shall be made which would
reduce the Commitments to an amount less than the aggregate
outstanding principal amount of the Advances and Special Rate
Loans.  The Administrative Agent shall promptly thereafter notify
each Bank of such termination or reduction.  

     SECTION 2.07.  Repayment of Advances and Special Rate
Loans; Prepayment.  (a)  The Borrower shall repay to the
Administrative Agent for the account of each Bank the principal
amount of each Contract Advance made by each Bank on the Maturity
Date.

     (b)  The Borrower shall repay to each Bank making a
Special Rate Loan the principal amount of such Special Rate Loan
on the date when due (as agreed by the Borrower and the Bank
making the relevant Special Rate Loan in accordance with
Section 2.01(b)).

     (c)  The Borrower shall repay to the Administrative
Agent for the account of each Participating Bank which has made
an Auction Advance on the maturity date of each Auction Advance
(such maturity date being that specified by the Borrower for
repayment of such Auction Advance in the Notice of Auction
Borrowing delivered with respect thereto) the then unpaid
principal amount of such Auction Advance.

     (d)  The Borrower may, on notice given to the
Administrative Agent (i) in the case of Alternate Base Rate
Advances, not later than 10:30 a.m. (New York City time) on the
day of the proposed prepayment, and (ii) in the case of Adjusted
CD Rate Advances and Eurodollar Rate Contract Advances, not later
than 10:30 a.m. (New York City time) on the second Business Day
prior to the day of the proposed prepayment, stating the proposed
date and aggregate principal amount of the prepayment, and if
such notice is given the Borrower shall, prepay the outstanding
principal amounts of the Contract Advances constituting part of
the same Contract Borrowing in whole or ratably in part;
provided, however, that any such partial prepayment shall be in
an aggregate principal amount not less than $10,000,000, and
provided, further, that any such prepayment of Adjusted CD Rate
Advances or Eurodollar Rate Contract Advances shall be subject to
the provisions of Section 8.04(b) hereof.  The Borrower may not
(x) prepay any principal amount of any Auction Advance unless the
Participating Bank making such Auction Advance shall have
expressly agreed thereto or (y) prepay any principal amount of
any Special Rate Loan unless the Bank making such Special Rate
Loan shall have expressly agreed thereto.  The Administrative
Agent shall promptly notify each Bank of any prepayments pursuant
to this Section 2.07(d) promptly after any such prepayment.  The
Borrower shall have no right to prepay any principal amount of
any Advance except as expressly set forth in this
Section 2.07(d).

     SECTION 2.08.  Interest.  The Borrower shall pay
interest on each Advance and Special Rate Loan made by each Bank
from the date of such Advance or Special Rate Loan, as the case
may be, until paid in full, at the following rates per annum:  

     (i)  Contract Advances.  If such Advance is a Contract
Advance, the Applicable Rate from time to time for such
Contract Advance from the date of such Advance until the
last day of the last Interest Period therefor, payable on
the last day of each Interest Period and, in the case of any
Interest Period longer than 90 days (in the case of Adjusted
CD Rate Advances) or three months (in the case of Eurodollar
Rate Contract Advances), on such 90th day or the last day of
such three-month period, as the case may be.

    (ii)  Auction Advances.  If such Advance is an Auction
Advance, a rate per annum equal at all times from the date
of such Advance until the maturity thereof at the rate of
interest for such Auction Advance specified by the
Participating Bank making such Auction Advance in its notice
with respect thereto delivered pursuant to subsection
(a)(ii) of Section 2.03 above, payable on the proposed
maturity date specified by the Borrower for such Auction
Advance in the related Notice of Auction Borrowing delivered
pursuant to subsection (a)(i) of Section 2.03 above,
provided, that in the case of Advances with maturities of
greater than three months, interest shall be payable at the
end of each three-month period for such Advance.

   (iii)  Special Rate Loans.  If such loan is a Special
Rate Loan, a rate per annum equal at all times as agreed to
between the Bank making such Special Rate Loan and the
Borrower at the time of the making of the Special Rate Loan
by such Bank in accordance with Section 2.01(b).

    (iv)  Default Amounts.  In the case of any past-due
amounts of the principal of, or (to the fullest extent
permitted by law) interest on, any Advance or Special Rate
Loan, or any other amount payable under this Agreement, from
the date such amount becomes due until paid in full, payable
on demand, a rate per annum equal at all times to 2% above
the Alternate Base Rate in effect from time to time.  

     SECTION 2.09.  Interest Rate Determination.  Each
Reference Bank agrees to furnish to the Administrative Agent
timely information for the purpose of determining each Adjusted
CD Rate or Eurodollar Rate, as applicable.  If any one or more of
the Reference Banks shall not furnish such timely information to
the Administrative Agent for the purpose of determining any such
interest rate, the Administrative Agent shall determine such
interest rate on the basis of timely information furnished by the
remaining Reference Banks, subject, however, to Section 2.10(a)
hereof.  

     SECTION 2.10.  Alternate Rate of Interest.  (a)  If
fewer than two Reference Banks furnish timely information to the
Administrative Agent for determining the Eurodollar Rate for any
Eurodollar Rate Advances or the Adjusted CD Rate for any Adjusted
CD Rate Advances comprising any requested Borrowing, the
Administrative Agent will notify the Banks and the Borrower
thereof, and the right of the Borrower to select Advances of such
Type for such Borrowing or any subsequent Borrowing shall be
suspended until the Administrative Agent shall notify the
Borrower and the Banks that the circumstances causing such
suspension no longer exist, and (i) any request by the Borrower
for a Eurodollar Rate Auction Advance shall be of no force and
effect and shall be denied by the Administrative Agent and (ii)
any request by the Borrower for a Eurodollar Rate Contract
Advance or an Adjusted CD Rate Advance, as the case may be, shall
be deemed to be a request for an Alternate Base Rate Advance; and

     (b)  If Banks having more than 66-2/3% of the
Commitments shall, at least one Business Day before the date of
any requested Borrowing, notify the Administrative Agent that the
Eurodollar Rate for any Eurodollar Rate Advances or the Adjusted
CD Rate for any Adjusted CD Rate Advances comprising such
Borrowing will not adequately reflect the cost to such Banks of
making or funding their respective Advances for such Borrowing,
the Administrative Agent will notify the Banks and the Borrower
thereof, and the right of the Borrower to select Advances of such
Type for such Borrowing or any subsequent Borrowing shall be
suspended until the Administrative Agent shall notify the
Borrower and the Banks that the circumstances causing such
suspension no longer exist, and (i) any request by the Borrower
for a Eurodollar Rate Auction Advance shall be of no force and
effect and shall be denied by the Administrative Agent and (ii)
any request by the Borrower for a Eurodollar Rate Contract
Advance or an Adjusted CD Rate Advance, as the case may be, shall
be deemed to be a request for an Alternate Base Rate Advance.  

     SECTION 2.11.  Increased Costs; Increased Capital. 
(a)  If, due to either (i) the introduction after the date hereof
of or any change after the date hereof (other than any change by
way of imposition or increase of reserve requirements, in the
case of Adjusted CD Rate Advances, included in the determination
of the Domestic Reserve Percentage for such Advances or, in the
case of Eurodollar Rate Advances, included in the determination
of the Eurodollar Rate Reserve Percentage for such Advances) in
or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request received from any
central bank or other governmental authority after the date
hereof (whether or not having the force of law), there shall be
any increase in the cost to any Bank of agreeing to make or
making, funding or maintaining Adjusted CD Rate Advances or
Eurodollar Rate Advances, then the Borrower shall from time to
time, upon demand by such Bank (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the
account of such Bank additional amounts sufficient to compensate
such Bank for such increased cost.  Increased costs shall not
include income, stamp or other taxes, imposts, duties, charges,
fees, deductions or withholdings imposed, levied, collected,
withheld or assessed by the United States of America or any
political subdivision or taxing authority thereof or therein
(including Puerto Rico) or of the country in which any Bank's
principal office or Applicable Lending Office may be located or
any political subdivision or taxing authority thereof or therein. 
Each Bank agrees that, upon the occurrence of any event giving
rise to a demand under this subsection 2.11(a) with respect to
the Eurodollar Lending Office or the CD Lending Office of such
Bank, it will, if requested by the Borrower and to the extent
permitted by law or the relevant governmental authority, endeavor
in good faith and consistent with its internal policies to avoid
or minimize the increase in costs resulting from such event by
endeavoring to change its Eurodollar Lending Office or CD Lending
Office, as appropriate; provided, however, that such avoidance or
minimization can be made in such a manner that such Bank, in its
sole determination, suffers no economic, legal or regulatory
disadvantage.  A certificate as to the amount of and specifying
in reasonable detail the basis for such increased cost, submitted
to the Borrower and the Administrative Agent by such Bank, shall
constitute such demand and shall, in the absence of manifest
error, be conclusive and binding for all purposes.

     (b)  If either (i) the introduction after the date
hereof of, or any change after the date hereof in or in the
interpretation of, any law or regulation or (ii) the compliance
by any Bank with any guideline or request received from any
central bank or other governmental authority after the date
hereof (whether or not having the force of law), affects or would
affect the amount of capital required or expected to be
maintained by such Bank or any corporation controlling such Bank
and such Bank determines that the amount of such capital is
increased by or based upon the existence of its Advances or
Special Rate Loans or Commitment, then the Borrower shall, from
time to time, upon demand by such Bank (with a copy of such
demand to the Administrative Agent), immediately pay to the
Administrative Agent for the account of such Bank additional
amounts sufficient to compensate such Bank to the extent that
such Bank determined such increase in capital to be allocable to
the existence of such Bank's Advances or Special Rate Loans or
Commitment.  A certificate as to the amount of such increased
capital and specifying in reasonable detail the basis therefor,
submitted to the Borrower and the Administrative Agent by such
Bank, shall constitute such demand and shall, in the absence of
manifest error, be conclusive and binding for all purposes.  Each
Bank shall use all reasonable efforts to mitigate the effect upon
the Borrower of any such increased capital requirement and shall
assess any cost related to such increased capital on a
nondiscriminatory basis among the Borrower and other borrowers of
such Bank to which it applies and such Bank shall not be entitled
to demand or be compensated for any increased capital requirement
unless it is, as a result of such law, regulation, guideline or
request, such Bank's policy generally to seek to exercise such
rights, where available, against other borrowers of such Bank.

     (c)  Notwithstanding the foregoing provisions of this
Section 2.11, (i) the Borrower shall not be required to reimburse
any Bank for any increased costs incurred more than three months
prior to the date that such Bank notifies the Borrower in writing
thereof and (ii) in the event any Bank makes an assignment of, or
grants a participation in, an Advance or Special Rate Loan or its
Commitment pursuant to Section 8.07, the Borrower shall not be
obligated to reimburse for increased costs with respect to such
Advance, Special Rate Loan or Commitment to the extent that the
aggregate amount thereof exceeds the aggregate amount for which
the Borrower would have been obligated (determined, in the case
of an assignment, on the basis of laws and regulations in effect
at the time of such assignment) if such Bank had not made such
assignment or granted such participation.

     SECTION 2.12.  Additional Interest on Eurodollar Rate
Advances.  The Borrower shall pay to the Administrative Agent for
the account of each Bank any costs which such Bank determines are
attributable to such Bank's compliance with regulations of the
Board of Governors of the Federal Reserve System requiring the
maintenance of reserves with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities.  Such costs
shall be paid to the Administrative Agent for the account of such
Bank in the form of additional interest on the unpaid principal
amount of each Eurodollar Rate Advance of such Bank, from the
date of such Advance until such principal amount is paid in full,
at an interest rate per annum equal at all times to the remainder
obtained by subtracting (i) the Eurodollar Rate for the
applicable period for such Advance from (ii) the rate obtained by
dividing such Eurodollar Rate by a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage of such Bank for such
period, payable on each date on which interest is payable on such
Advance.  Such additional interest shall be determined by such
Bank and notified to the Borrower and the Administrative Agent. 
A certificate setting forth the amount of such additional
interest, submitted to the Borrower and the Administrative Agent
by such Bank, shall be conclusive and binding for all purposes,
absent manifest error.

     SECTION 2.13.  Change in Legality.  If any Bank shall,
at least three Business Days before the date of any requested
Borrowing consisting of Eurodollar Rate Advances or at least two
Business Days before the date of any requested Borrowing
consisting of Adjusted CD Rate Advances, notify the
Administrative Agent that the introduction of or any change in or
in the interpretation of any law or regulation makes it unlawful,
or that any central bank or other governmental authority asserts
that it is unlawful, for such Bank or its Applicable Lending
Office to perform its obligations hereunder to make, fund or
maintain Eurodollar Rate Advances or Adjusted CD Rate Advances
hereunder, the right of the Borrower to select Advances of such
Type from such Bank for such Borrowing or any subsequent
Borrowing shall be suspended until such Bank shall notify the
Administrative Agent that the circumstances causing such
suspension no longer exist; and during the period when such
obligation of such Bank is suspended, any Borrowing consisting of
Eurodollar Rate Advances or Adjusted CD Rate Advances, as the
case may be, shall not exceed the Commitments of the other Banks
less the aggregate amount of any Special Rate Loans and Auction
Advances then outstanding, and shall be made by the other Banks
pro rata according to their respective Commitments.

     SECTION 2.14.  Payments and Computations.  (a)  Except
as expressly provided in Section 2.01(b)(ii), the Borrower shall
make each payment hereunder from a bank account of the Borrower
located in the United States not later than 11:00 a.m. (New York
City time) on the day when due in U.S. dollars to the
Administrative Agent at its address referred to in Section 8.02
in same-day funds, without set-off or counterclaim.  The
Administrative Agent will promptly thereafter cause to be
distributed like funds to the Banks entitled thereto for the
account of their respective Applicable Lending Offices, in each
case to be applied in accordance with the terms of this
Agreement.

     (b)  All computations of interest based on the
Alternate Base Rate shall be made by the Administrative Agent on
the basis of a year of 365 or 366 days, as the case may be, when
determined by reference to the Prime Rate (as defined in the
definition of Alternate Base Rate in Section 1.01) and on the
basis of a year of 360 days at all other times, and all
computations of fees and of interest based on the Adjusted CD
Rate, the Eurodollar Rate or the Fixed Rate shall be made by the
Administrative Agent, and all computations of interest pursuant
to Section 2.09 shall be made by the Reference Banks, on the
basis of a year of 360 days, in each case for the actual number
of days (including the first day but excluding the last day)
occurring in the period for which such interest or fees are
payable.  Each determination by the Administrative Agent (or, in
the case of Section 2.09, by the Reference Banks) of an interest
rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.

     (c)  Whenever any payment hereunder shall be stated to
be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of
time shall be included in the computation of payment of interest
or fees, as the case may be; provided, however, that, if such
extension would cause payment of interest on or principal of
Eurodollar Rate Advances to be made in the next following
calendar month, such payment shall be made on the next preceding
Business Day.

     (d)  Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any
payment is due to the Banks hereunder that the Borrower will not
make such payment in full, the Administrative Agent may assume
that the Borrower has made such payment in full to the
Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to
each Bank on such due date an amount equal to the amount then due
such Bank.  If and to the extent the Borrower shall not have so
made such payment in full to the Administrative Agent, each Bank
shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Bank together with interest thereon,
for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the
Administrative Agent, at the Federal Funds Effective Rate (as
defined in the definition of Alternate Base Rate in
Section 1.01).

     (e)  Each Bank shall maintain on its books a loan
account in the name of the Borrower in which shall be recorded
all Advances made by such Bank to the Borrower, the interest rate
and the maturity date of each such Advance and all payments of
principal and interest made by the Borrower with respect to such
Advances.  The obligation of the Borrower to repay the Advances
made by each Bank and to pay interest thereon shall be evidenced
by the entries from time to time made in the loan account of such
Bank maintained pursuant to this Section 2.14(e); provided that
the failure to make an entry with respect to an Advance shall not
affect the obligations of the Borrower hereunder with respect to
such Advance.  In case of any dispute, action or proceeding
relating to any Advance, the entries in such loan account shall
be prima facie evidence of the amount of such Advance and of any
amounts paid or payable with respect thereto.

     (f)  The Administrative Agent shall maintain on its
books a set of accounts in which shall be recorded all Advances
made by the Banks to the Borrower, the interest rates and
maturity dates of such Advances and all payments of principal and
interest made thereon.  In case of any discrepancy between the
entries in the Administrative Agent's books and the entries in
any Bank's books, such Bank's records shall be considered
correct, in the absence of manifest error.

     SECTION 2.15.  Taxes on Payments.  (a)  All payments
made by the Borrower under this Agreement shall be made free and
clear of, and without reduction for or on account of, any income,
stamp or other taxes, imposts, duties, charges, fees, deductions
or withholdings, imposed, levied, collected, withheld or assessed
by the United States of America (or by any political subdivision
or taxing authority thereof or therein) as a result of (i) the
introduction after the date hereof of any law, regulation,
treaty, directive or guideline (whether or not having the force
of law), or (ii) any change after the date hereof in any law,
regulation, treaty, directive or guideline (whether or not having
the force of law), or (iii) any change after the date hereof in
the interpretation or application of any law, regulation, treaty,
directive or guideline (whether or not having the force of law)
or (iv) any such taxes, imposts, duties, charges, fees,
deductions or withholdings being imposed, levied, collected,
withheld or assessed at a greater rate than the rate that would
have been applicable had such an introduction or change not been
made, but only to the extent of the increase in such rate
("Withholding Taxes").  If any Withholding Taxes are required to
be withheld from any amounts payable to or for the account of any
Bank hereunder, the amounts so payable to or for the account of
such Bank shall be increased to the extent necessary to yield to
such Bank (after payment of all Withholding Taxes) interest or
any such other amounts payable hereunder at the rates or in the
amounts payable to or for the account of such Bank under this
Agreement prior to such introduction or change.  Whenever any
Withholding Tax is payable by the Borrower, as promptly as
possible thereafter, the Borrower shall send to the
Administrative Agent, for the account of such Bank, a certified
copy of an original official receipt showing payment thereof.  If
the Borrower fails to pay any Withholding Taxes when due to the
appropriate taxing authority or fails to remit to the
Administrative Agent for the account of any Bank the required
receipts or other required documentary evidence, the Borrower
shall indemnify such Bank or the Administrative Agent for any
incremental taxes, interest or penalties that may become payable
by such Bank or the Administrative Agent as a result of any such
failure.

     (b)  At least four Business Days prior to the first
Borrowing or, if the first Borrowing does not occur within thirty
days after the date of execution of this Agreement, by the end of
such thirty day period, each Bank that is organized outside the
United States agrees that it will deliver to the Borrower and the
Administrative Agent two duly completed copies of United States
Internal Revenue Service Form 1001 (or such other documentation
or information as may, under applicable United States federal
income tax statutes or regulations, be required in order to claim
an exemption or reduction from United States income tax
withholding by reason of an applicable treaty with the United
States, such documentation or other information being hereafter
referred to as "Form 1001") or 4224 (or such other documentation
or information as may, under applicable United States federal
income tax statutes or regulations, be required in order to claim
an exemption from United States income tax withholding for income
that is effectively connected with the conduct of a trade or
business within the United States, such documentation or other
information being hereafter referred to as "Form 4224"), as the
case may be, indicating in each case that such Bank is either
entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income
taxes or, as the case may be, is subject to such limited
deduction or withholding as it is capable of recovering in full
from a source other than the Borrower.  Each Bank which delivers
to the Borrower and the Administrative Agent a Form 1001 or 4224
pursuant to the next preceding sentence further undertakes to
deliver to the Borrower and the Administrative Agent two further
copies of the said Form 1001 or 4224, or successor applicable
form or certificate, as the case may be, as and when the previous
form filed by it hereunder shall expire or shall become
incomplete or inaccurate in any respect, unless in any of such
cases an event has occurred prior to the date on which any such
delivery would otherwise be required which renders such form
inapplicable.

     (c)  If at any time any Bank by reason of payment by
the Borrower of any Withholding Taxes obtains a credit against,
or return or reduction of, any tax payable by it, or any other
currently realized tax benefit, which it would not have enjoyed
but for such payment ("Tax Benefit"), such Bank shall thereupon
pay to the Borrower the amount which such Bank shall certify to
be the amount that, after payment, will leave such Bank in the
same economic position it would have been in had it received no
such Tax Benefit ("Equalization Amount"); provided, however, that
if such Bank shall subsequently determine that it has lost the
benefit of all or a portion of such Tax Benefit, the Borrower
shall promptly remit to such Bank the amount certified by such
Bank to be the amount necessary to restore such Bank to the
position it would have been in if no payment had been made
pursuant to this Section 2.15(c); provided, further, however,
that if such Bank shall be prevented by applicable law from
paying the Borrower all or any portion of the Equalization Amount
owing to the Borrower such payment need not be made to the extent
such Bank is so prevented and the amount not paid shall be
credited to the extent lawful against future payment owing to
such Bank; provided, further, however, that the aggregate of all
Equalization Amounts paid by any Bank shall in no event exceed
the aggregate of all amounts paid by the Borrower to such Bank in
respect of Withholding Taxes plus, in the case of a Tax Benefit
that occurs by reason of a refund, interest actually received
from the relevant taxing authority with respect to such refund. 
A certificate submitted in good faith by the Bank pursuant to
this Section 2.15(c) shall be deemed conclusive absent manifest
error.  

     (d)  In the event a Bank shall become aware that the
Borrower is required to pay any additional amount to it pursuant
to Section 2.15(a), such Bank shall promptly notify the
Administrative Agent and the Borrower of such fact and shall use
reasonable efforts, consistent with legal and regulatory
restrictions, to change the jurisdiction of its Applicable
Lending Office if the making of such change (i) would avoid the
need for or reduce the amount of any such additional amounts that
may thereafter accrue, (ii) would not, in the good faith
determination of such Bank, be disadvantageous for regulatory or
competitive reasons to such Bank and (iii) would not require such
Bank to incur any cost or forego any economic advantage for which
the Borrower shall not have agreed to reimburse and indemnify
such Bank.

     (e)  Notwithstanding the foregoing provisions of this
Section 2.15, in the event any Bank makes an assignment of, or
grants a participation in, an Advance or Special Rate Loan or its
Commitment pursuant to Section 8.07, the Borrower shall not be
obligated to pay any taxes, imposts, duties, charges, fees,
deductions or withholdings to the extent that the aggregate
amount thereof exceeds the aggregate amount for which the
Borrower would have been obligated (determined, in the case of an
assignment, on the basis of laws and regulations in effect at the
time of such assignment) if such Bank had not made such
assignment or granted such participation.

     SECTION 2.16.  Sharing of Payments, Etc.  If any Bank
shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of setoff or otherwise) on account of
the Contract Advances made by it (other than pursuant to
Sections 2.11, 2.12, 2.15, 2.17, 8.04 or 8.07(g) hereof) in
excess of its ratable share of payments on account of the
Contract Advances obtained by all the Banks, then such Bank shall
forthwith purchase from the other Banks through the
Administrative Agent such participations in the Contract Advances
made by them as shall be necessary to cause such purchasing Bank
to share the excess payment ratably with each of them; provided,
however, that, if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase
from each Bank shall be rescinded and such Bank shall repay to
the purchasing Bank the purchase price to the extent of such
recovery together with an amount equal to such Bank's ratable
share (according to the proportion of (i) the amount of such
Bank's required repayment to (ii) the total amount so recovered
from the purchasing Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect of the total amount so
recovered.  The Borrower agrees that any Bank so purchasing a
participation from another Bank pursuant to this Section 2.16
may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of setoff) with respect to
such participation as fully as if such Bank were the direct
creditor of the Borrower in the amount of such participation.  

     SECTION 2.17.  Removal of a Bank.  The Borrower shall
have the right, by giving at least 15 Business Days' prior notice
in writing to the affected Bank and the Administrative Agent, at
any time when no Default or Event of Default has occurred and is
then continuing, to remove as a party hereto any Bank having a
credit rating of C/D (or its equivalent) or lower by Thomson
BankWatch, Inc. (or any successor thereto), such removal to be
effective as of the date specified in such notice from the
Borrower (a "Removal Date"), which date shall be the last day of
an Interest Period.  On any Removal Date, the Borrower shall
repay all the outstanding Contract Advances, Special Rate Loans
and Auction Advances of the affected Bank, together with all
accrued interest, fees and all other amounts owing hereunder to
such Bank.  Upon such Removal Date and receipt of the payment
referred to above, the Commitment of such affected Bank shall
terminate and such Bank shall cease thereafter to constitute a
Bank hereunder.  The Borrower shall have the right to offer to
one or more Banks the right to increase their Commitments up to,
in the aggregate for all such increases, the Commitment of any
Bank which is removed pursuant to the foregoing provisions of
this Section 2.17 (such Commitment being herein called an
"Unallocated Commitment") effective on the relevant Removal Date,
it being understood that no Bank shall be obligated to increase
its Commitment in response to any such offer.  The Borrower shall
also have the right to offer all or any portion of an Unallocated
Commitment to one or more commercial banks not parties hereto
having a credit rating higher than C/D (or its equivalent) by
Thomson BankWatch, Inc. (or any successor thereto), and, upon
each such bank's acceptance of such offer and execution and
delivery of an instrument agreeing to the terms and conditions
hereof, each such bank shall become a Bank hereunder with a
Commitment in an amount specified in such instrument.  If the
Bank which is removed pursuant to this Section 2.17 is a
Reference Bank, the Administrative Agent, with the consent of the
Borrower (which shall not be unreasonably withheld), shall
appoint a new Reference Bank from among the Banks.  The
obligations of the Borrower described in Sections 2.02(b), 2.11,
2.12, 2.15, 8.04 and 8.12 that arose prior to the date of removal
shall survive for the benefit of any Bank removed pursuant to
this Section 2.17 notwithstanding such removal.  

                 CONDITIONS OF LENDING

     SECTION 3.01.  Conditions Precedent to Initial
Borrowing.  The obligation of each Bank to make an Advance on the
occasion of the initial Borrowing is subject to the following
conditions precedent (each of the documents referred to below to
be in form and substance satisfactory to the Administrative
Agent, dated a date on or within 10 days prior to the date of
such Borrowing and in sufficient copies for each Bank):

     (a)  The Administrative Agent shall have received, on
behalf of the Banks, certified copies of the resolutions of
the Board of Directors of the Borrower approving this
Agreement and of all documents evidencing other necessary
corporate action and governmental approvals, if any, with
respect to this Agreement.

     (b)  The Administrative Agent shall have received, on
behalf of the Banks, a certificate of the Secretary or an
Assistant Secretary of the Borrower certifying the names and
true signatures of the officers of the Borrower authorized
to sign this Agreement and the other documents to be
delivered hereunder.  

     (c)  The Administrative Agent shall have received, on
behalf of the Banks, a favorable opinion of the Senior Vice
President and General Counsel or Assistant General Counsel
of the Borrower, substantially in the form of Exhibit C
hereto and as to such other matters as any Bank through the
Administrative Agent may reasonably request.

     (d)  The Administrative Agent shall have received, on
behalf of the Banks, a favorable opinion of Milbank, Tweed,
Hadley & McCloy, special New York counsel for the
Administrative Agent, substantially in the form of Exhibit D
hereto.

     (e)  The Borrower shall not have made any change in the
structure or terms of the Tender Offer disclosed to the
Banks prior to the Closing Date, except for changes that, in
the reasonable opinion of the Majority Banks, are not
materially adverse from the standpoint of the financing
contemplated hereby.

     (f)  The Borrower shall have certified to the
Administrative Agent that all material conditions to the
Tender Offer have been satisfied (without any waiver thereof
by the Borrower).

     (g)  The Merger Agreement shall be in substantially the
same form as provided to the Banks prior to the Closing
Date, except for amendments that, in the reasonable opinion
of the Majority Banks, are not materially adverse from the
standpoint of the financing contemplated hereby.

     (h)  The Borrower shall have paid all fees due and
payable as of or before the Closing Date to the Banks.

     SECTION 3.02.  Conditions Precedent to Each Borrowing. 
The obligation of each Bank to make an Advance in connection with
any Borrowing shall be subject to the further conditions
precedent that on the date of such Borrowing the following
statements shall be true (and each of the giving of the
applicable Notice of Contract Borrowing or Notice of Auction
Borrowing and the acceptance by the Borrower of the proceeds of
such Borrowing shall constitute a representation and warranty by
the Borrower that on the date of such Borrowing such statements
are true):

     (i)  the representations and warranties contained in
Section 4.01 (excluding those contained in subsections (e)
and (f) thereof and, in the event of a Borrowing for general
corporate purposes, excluding those contained in
subsection (k) thereof) are correct on and as of the date of
such Borrowing, before and after giving effect to such
Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date; and

    (ii)  no Default or Event of Default has occurred and is
continuing, or would result from such Borrowing or from the
application of the proceeds therefrom.

     SECTION 3.03.  Borrowings for General Corporate
Purposes.  With respect to any Borrowing the proceeds of which
are to be used in whole or in part for the general corporate
purposes of the Borrower, the conditions precedent set forth in
paragraphs (e), (f) and (g) of Section 3.01 shall be deemed to
have been satisfied upon the consummation of the Tender Offer in
accordance with the terms and conditions hereof and thereof.

                       ARTICLE IV

             REPRESENTATIONS AND WARRANTIES

     SECTION 4.01.  Representations and Warranties of the
Borrower.  The Borrower represents and warrants as follows:  

     (a)  The Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Utah.

     (b)  The execution, delivery and performance by the
Borrower of this Agreement are within the Borrower's
corporate powers, have been duly authorized by all necessary
corporate action and do not contravene (i) the Borrower's
charter or by-laws or (ii) any law or any contractual
restriction binding on or affecting the Borrower.

     (c)  No authorization or approval or other action by,
and no notice to or filing with, any governmental authority
or regulatory body is required for the due execution,
delivery and performance by the Borrower of this Agreement
except such as have been duly obtained or made and are in
full force and effect.

     (d)  This Agreement is the legal, valid and binding
obligation of the Borrower enforceable against the Borrower
in accordance with its terms.

     (e)  The statement of consolidated financial position
of the Borrower and its consolidated Subsidiaries as at
December 31, 1994, and the related statements of
consolidated income and consolidated changes in common
stockholders' equity of the Borrower and its consolidated
Subsidiaries for the fiscal year then ended, copies of which
have been furnished to each Bank, fairly present the
financial condition of the Borrower and its consolidated
Subsidiaries as at such date and the results of the
operations of the Borrower and its consolidated Subsidiaries
for the period ended on such date, all in accordance with
generally accepted accounting principles consistently
applied, and since December 31, 1994, there has been no
material adverse change in such condition or operations.

     (f)  There is no pending or threatened action or
proceeding affecting the Borrower or any of its consolidated
Subsidiaries before any court, governmental agency or
arbitrator, (i) which purports to affect the legality,
validity or enforceability of this Agreement, or (ii) which
may materially adversely affect the consummation of the
Tender Offer, or (iii) except as set forth in the Borrower's
annual report on Form 10-K for the fiscal year ended
December 31, 1994 (a copy of which has been furnished to
each Bank), which may materially adversely affect the
financial condition or operations of the Borrower or any of
its Subsidiaries, taken as a whole.  

     (g)  After applying the proceeds of each Advance and
Special Rate Loan, not more than 25% of the value of the
assets of the Borrower and its Subsidiaries (as determined
in good faith by the Borrower) that are subject to
Section 5.02(a)(i) or Section 5.02(d) will consist of or be
represented by Margin Stock.

     (h)  The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying
Margin Stock, and no proceeds of any Advance or Special Rate
Loan will be used for any purpose which violates the
provisions of the regulations of the Board of Governors of
the Federal Reserve System.  If requested by any Bank or the
Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Bank a statement in conformity
with the requirements of Federal Reserve Form U-1 referred
to in Regulation U, the statements made in which shall be
such, in the opinion of each Bank, as to permit the
transactions contemplated hereby in accordance with
Regulation U.

     (i)  No Termination Event has occurred nor is
reasonably expected to occur with respect to any Plan which
may materially adversely affect the financial condition or
operations of the Borrower and its Subsidiaries, taken as a
whole.  Neither the Borrower nor any of its ERISA Affiliates
has incurred nor reasonably expects to incur any withdrawal
liability under ERISA to any Multiemployer Plan which may
materially adversely affect the financial condition or
operations of the Borrower and its Subsidiaries, taken as a
whole.  Schedule B (Actuarial Information) to the 1993
annual report (Form 5500 Series) with respect to each Plan,
copies of which have been filed with the Internal Revenue
Service and furnished to each Bank, is complete and accurate
in all material respects and in all material respects fairly
presents the funding status of each Plan.  No Reportable
Event has occurred and is continuing with respect to any
Plan which may materially adversely affect the financial
condition or operations of the Borrower and its
Subsidiaries, taken as a whole.

     (j)  The Borrower and its Subsidiaries are in
compliance with all applicable laws and regulations relating
to the environment or to the discharge, transport or storage
of hazardous materials except to the extent that non-
compliance therewith would not have a material adverse
effect on the financial condition or operations of the
Borrower and its Subsidiaries taken as a whole.

     (k)  (i) True copies of the Tender Offer Materials as
in effect on the date hereof have been delivered to the
Banks; (ii) the Tender Offer is in compliance in all
material respects with applicable law; (iii) all written
information concerning the Borrower and its Subsidiaries
(excluding financial projections) that has been or will
hereafter be made available to the Administrative Agent, any
other Co-Agent, either Co-Arranger or any Bank by the
Borrower or any of its representatives under this Agreement
or in connection with the transactions contemplated hereby
is and will be correct in all material respects and does not
and will not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make
the statements contained therein not misleading in light of
the circumstances under which such statements were or are
made; and (iv) all financial projections concerning the
Borrower and its Subsidiaries that have been or will be
prepared by the Borrower in writing and made available to
the Administrative Agent, any other Co-Agent, either Co-
Arranger or any Bank by the Borrower or any of its
representatives under this Agreement or in connection with
the transactions contemplated hereby have been or will be
prepared in good faith based upon reasonable assumptions (it
being understood that such projections are subject to
significant uncertainties and contingencies, many of which
are beyond the control of the Borrower, and that no
assurance can be given that the projections will be
realized).

                       ARTICLE V

               COVENANTS OF THE BORROWER

     SECTION 5.01.  Affirmative Covenants.  So long as any
Advance or Special Rate Loan shall remain unpaid or any Bank
shall have any Commitment hereunder, the Borrower will, and, in
the case of Section 5.01(a), will cause its Subsidiaries to,
unless the Majority Banks shall otherwise consent in writing:  

     (a)  Keep Books; Corporate Existence; Maintenance of
Properties; Compliance with Laws; Insurance.  

          (i)  keep proper books of record and account, all
     in accordance with generally accepted accounting
     principles;

         (ii)  preserve and keep in full force and effect
     its existence, and preserve and keep in full force and
     effect its licenses, rights and franchises to the
     extent it deems necessary to carry on its business;

        (iii)  maintain and keep, or cause to be maintained
     and kept, its properties in good repair, working order
     and condition, and from time to time make or cause to
     be made all needful and proper repairs, renewals,
     replacements and improvements, in each case to the
     extent it deems necessary to carry on its business;

         (iv)  use its reasonable efforts to comply in all
     material respects with all material applicable
     statutes, regulations and orders of, and all material
     applicable restrictions imposed by, any governmental
     agency in respect of the conduct of its business and
     the ownership of its properties, to the extent it deems
     necessary to carry on its business, except such as are
     being contested in good faith by appropriate
     proceedings; and

          (v)  insure and keep insured its properties in
     such amounts (and with such self-insurance and
     deductibles) as it deems necessary to carry on its
     business and to the extent available on premiums and
     other terms which the Borrower or any Subsidiary, as
     the case may be, deems appropriate.  Any of such
     insurance may be carried by, through or with any
     captive or affiliated insurance company or by way of
     self-insurance as the Borrower or any Subsidiary, as
     the case may be, deems appropriate.

Nothing in this subsection shall prohibit the Borrower or any of
its Subsidiaries from discontinuing any business, forfeiting any
license, right or franchise or discontinuing the operation or
maintenance of any of its properties to the extent it deems
appropriate in the conduct of its business.  

     (b)  Net Worth.  Maintain an excess of consolidated
total assets over consolidated total liabilities of the
Borrower and its consolidated Subsidiaries of not less than
$2,250,000,000.

     (c)  Reporting Requirements.  Furnish to each Bank:

          (i)  as soon as available and in any event within
     60 days after the end of each of the first three
     quarters of each fiscal year of the Borrower, a
     statement of the consolidated financial condition of
     the Borrower and its consolidated Subsidiaries as at
     the end of such quarter and the related statements of
     income and retained earnings of the Borrower and its
     consolidated Subsidiaries for the period commencing at
     the end of the previous fiscal year and ending with the
     end of such quarter, certified by a principal financial
     or accounting officer of the Borrower; provided,
     however, that the Borrower may deliver, in lieu of the
     foregoing, the quarterly report of the Borrower for
     such fiscal quarter on Form 10-Q filed with the
     Securities and Exchange Commission or any governmental
     authority succeeding to the functions of such
     Commission, but only so long as the financial
     statements contained in such quarterly report on Form
     10-Q relate to the same companies and are substantially
     the same in content as the financial statements
     referred to in the preceding provisions of this
     clause (i);  

         (ii)  as soon as available and in any event within
     90 days after the end of each fiscal year of the
     Borrower, a copy of the annual report for such year for
     the Borrower and its Subsidiaries, containing the
     consolidated financial statements of the Borrower and
     its consolidated Subsidiaries for such year and
     accompanied by a report thereon of Deloitte & Touche or
     other independent public accountants of nationally
     recognized standing;

        (iii)  promptly after the sending or filing thereof,
     copies of all reports which the Borrower sends to its
     stockholders generally, and copies of all reports and
     registration statements (without exhibits) which the
     Borrower files with the Securities and Exchange
     Commission or any national securities exchange (other
     than registration statements relating to employee
     benefit plans);

         (iv)  promptly after the filing or receiving
     thereof, copies of any notices of any of the events set
     forth in Section 4043(b) of ERISA or the regulations
     thereunder which the Borrower or any Subsidiary files
     with the PBGC, or which the Borrower or any Subsidiary
     receives from the PBGC to the effect that proceedings
     or other action by the PBGC is to be instituted; and

          (v)  such other information respecting the
     condition or operations, financial or otherwise, of the
     Borrower or any of its Subsidiaries as any Bank through
     the Administrative Agent may from time to time
     reasonably request.

     (d)  Notices.  Promptly give notice to the
Administrative Agent and each Bank:

          (i)  of the occurrence of any Default or Event of
     Default; and

         (ii)  of the commencement of any litigation,
     investigation or proceeding affecting the Borrower or
     any of its Subsidiaries before any court, governmental
     authority or arbitrator which, in the reasonable
     judgment of the Borrower, could have a material adverse
     effect on the business, operations, property or
     financial or other condition of the Borrower and its
     Subsidiaries, taken as a whole.

Each notice pursuant to this subsection shall be accompanied by a
statement of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes
to take with respect thereto.

     (e)  Certificates.  Furnish to each Bank:

          (i)  concurrently with the delivery of the
     financial statements referred to in Section
     5.01(c)(ii), a letter signed by the independent public
     accountants certifying such financial statements to the
     effect that, in the course of the examination upon
     which their report for such fiscal year was based (but
     without any special or additional audit procedures for
     that purpose other than review of the terms and
     provisions of this Agreement), they did not become
     aware of any Default or Event of Default involving
     financial or accounting matters, or, if such
     accountants became aware of any such Default or Event
     of Default, specifying the nature thereof; and

         (ii)  concurrently with the delivery of the
     financial statements or Form 10-Q referred to in
     Section 5.01(c)(i), a certificate of a principal
     financial or accounting officer of the Borrower stating
     that, to the best of such officer's knowledge, the
     Borrower during such period has observed or performed
     all of its covenants and other agreements, and
     satisfied every condition, contained in this Agreement
     to be observed, performed or satisfied by it, and that
     such officer has obtained no knowledge of any Default
     or Event of Default, except as specified in such
     certificate.

     (f)  Use of Proceeds.  Use the proceeds of the Advances
and Special Rate Loans solely to finance the Tender Offer
and for the general corporate purposes of the Borrower;
provided that neither any Bank nor the Administrative Agent
nor any other Co-Agent or either Co-Arranger shall have any
responsibility for the use of any of the proceeds of the
Advances or Special Rate Loans.

     SECTION 5.02.  Negative Covenants.  So long as any
Advance or Special Rate Loan shall remain unpaid or any Bank
shall have any Commitment hereunder, the Borrower will not,
without the written consent of the Majority Banks:

          (a)  Liens, Etc.  (i)  Create, assume, incur or
     suffer to exist, or permit any Subsidiary to create,
     assume, incur or suffer to exist, any Mortgage (as
     hereinafter defined) upon any stock or indebtedness,
     whether now owned or hereafter acquired, of any
     Domestic Subsidiary (as hereinafter defined), to secure
     any Debt of the Borrower or any other Person (other
     than the Advances and Special Rate Loans made
     hereunder), without in any such case making effective
     provision whereby all of the Advances and Special Rate
     Loans made hereunder shall be directly secured equally
     and ratably with such Debt, excluding, however, from
     the operation of the foregoing provisions of this
     paragraph (i) 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;

         (ii)  Create, assume, incur or suffer to exist, or
     permit any Restricted Subsidiary (as hereinafter
     defined) to create, assume, incur or suffer to exist,
     any Mortgage upon any Principal Property (as
     hereinafter defined), whether owned or leased on the
     date hereof or hereafter acquired, to secure any Debt
     of the Borrower or any other Person (other than the
     Advances and Special Rate Loans made hereunder),
     without in any such case making effective provision
     whereby all of the Advances and Special Rate Loans made
     hereunder shall be directly secured equally and ratably
     with such Debt, excluding, however, from the operation
     of the foregoing provisions of this paragraph (ii):  

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

               (B)  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;

               (C)  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;  

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

               (E)  any Mortgage existing on the date hereof
          and set forth on Schedule II hereto; and

               (F)  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 (A) to (E),
          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 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
     paragraph (ii), the Borrower 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 (A) through
     (F), above, without equally and ratably securing the
     Advances and Special Rate Loans, provided that the
     aggregate amount of Debt then outstanding secured by
     such Mortgage and all similar Mortgages does not exceed
     10% of the total consolidated stockholders' equity of
     the Borrower as shown on the most recent audited
     consolidated balance sheet required to be delivered to
     the Banks pursuant to Section 5.01(c).  For the purpose
     of this paragraph (ii), the following types of
     transactions shall not be deemed to create a Mortgage
     to secure any Debt:

               (A)  the sale or other transfer of (y) 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 (z) any other interest in property of the
          character commonly referred to as a "production
          payment"; and

               (B)  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 Borrower 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 Borrower or a Restricted Subsidiary.

     As used in this Section 5.02(a), the following terms
shall have the following meanings notwithstanding any conflicting
definition set forth in Section 1.01:  

     "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.

     "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 Borrower or any Subsidiary, or any interest of the
Borrower 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 Borrower 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 Borrower 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 of the Borrower is not a
principal plant in relation to the activities of the Borrower and
its Restricted Subsidiaries taken as a whole.

     "Restricted Subsidiary" means any Subsidiary which owns
or leases (as lessor or lessee) a Principal Property but does not
include (i) Union Pacific Railroad Company 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.  

     (b)  Debt to Net Worth Restriction.  Create or suffer
to exist, or permit any of its Subsidiaries to create or
suffer to exist, any Debt if, immediately after giving
effect to such Debt and to the receipt and application of
any proceeds thereof, the aggregate amount of Debt of the
Borrower and its consolidated Subsidiaries, on a
consolidated basis, would exceed 200% of the total
consolidated stockholders' equity of the Borrower as shown
on the most recent consolidated balance sheet required to be
delivered to the Banks pursuant to Section 5.01(c).

     (c)  Restriction on Fundamental Changes.  Enter into
any transaction of merger or consolidation, or convey,
transfer or lease its properties and assets substantially as
an entirety to any Person, unless:

          (i)  the corporation formed by such consolidation
     or into which the Borrower is merged or the Person
     which acquires by conveyance or transfer, or which
     leases, the properties and assets of the Borrower
     substantially as an entirety shall be a corporation
     organized and existing under the laws of the United
     States of America, any state thereof or the District of
     Columbia (the "Successor Corporation") and shall
     expressly assume, by amendment to this Agreement
     executed by the Borrower and such Successor Corporation
     and delivered to the Administrative Agent, the due and
     punctual payment of the principal of and interest on
     the Advances and Special Rate Loans made hereunder and
     all other amounts payable under this Agreement and the
     performance or observance of every covenant hereof on
     the part of the Borrower to be performed or observed;

         (ii)  immediately after giving effect to such
     transaction, no Default or Event of Default shall have
     occurred and be continuing;

        (iii)  if, as a result of any such consolidation or
     merger or such conveyance, transfer or lease,
     properties or assets of the Borrower would become
     subject to a Mortgage which would not be permitted by
     Section 5.02(a), the Borrower or the Successor
     Corporation, as the case may be, shall take such steps
     as shall be necessary effectively to secure the
     Advances and Special Rate Loans made hereunder equally
     and ratably with (or prior to) all indebtedness secured
     thereby; and

         (iv)  the Borrower shall have delivered to the
     Administrative Agent a certificate signed by an
     executive officer of the Borrower and a written opinion
     of counsel satisfactory to the Administrative Agent
     (who may be counsel to the Borrower), each stating that
     such transaction and such amendment to this Agreement
     comply with this Section 5.02(c) and that all
     conditions precedent herein provided for relating to
     such transaction have been satisfied.

     (d)  Prohibition of Sale of Certain Stock.  Convey,
sell, assign or otherwise transfer (or permit any Subsidiary
to do so) any of the shares of capital stock of the
Railroads now owned (directly or indirectly) or at any time
hereafter acquired (directly or indirectly) by the Borrower,
provided that nothing in this Section 5.02(d) will prohibit
transfers of shares of capital stock of a Railroad to
another Railroad or to another Subsidiary of the Borrower or 
will prohibit the merger or other consolidation of one
Railroad with or into another Railroad or another Subsidiary
of the Borrower.

     (e)  Compliance with ERISA.  To the extent that any
event or action set forth in clauses (i) through (iv) below
would subject the Borrower and its Subsidiaries taken as a
whole to any material liability to the PBGC or otherwise,
(i) terminate, or permit any Subsidiary to terminate, any
Plan; (ii) engage in, or permit any Subsidiary to engage in,
any "prohibited transaction" (as defined in Section 4975 of
the Code) involving any Plan; (iii) incur or suffer to
exist, or permit any Subsidiary to incur or suffer to exist,
any "accumulated funding deficiency" (as defined in Section
302 of ERISA), whether or not waived, involving any Plan; or
(iv) allow or suffer to exist, or permit any Subsidiary to
allow or suffer to exist, any event or condition which
presents a risk of incurring a liability to the PBGC by
reason of termination of any Plan.

     (f)  Amendments to Tender Offer, Etc.  Make any
amendment to the Tender Offer or the Merger Agreement which
is materially adverse from the standpoint of the financing
contemplated hereby, without the prior written consent of
the Majority Banks (which consent shall not be unreasonably
withheld or delayed), it being understood that this
Section 5.02(f) shall be of no further force and effect
after the consummation of the Tender Offer and the other
transactions contemplated by the Merger Agreement in
accordance with the terms and conditions hereof and thereof.

     (g)  Margin Stock.  Permit more than 25%, after
applying the proceeds of each Advance or Special Rate Loan,
of the value of the assets of the Borrower and its
Subsidiaries (as determined in good faith by the Borrower)
that are subject to Section 5.02(a)(i) or Section 5.02(d) to
consist of or be represented by Margin Stock.

                       ARTICLE VI

                   EVENTS OF DEFAULT

     SECTION 6.01.  Events of Default.  If any of the
following events ("Events of Default") shall occur and be
continuing:

     (a)  the Borrower shall fail to pay any principal of
any Advance or Special Rate Loan when the same becomes due
and payable; provided, that if any such failure shall result
from the malfunctioning or shutdown of any wire transfer or
other payment system employed by the Borrower to make such
payment or from an inadvertent error of a technical or
clerical nature by the Borrower or any bank or other entity
employed by the Borrower to make such payment, no Event of
Default shall result under this paragraph (a) during the
period (not in excess of two Business Days) required by the
Borrower to make alternate payment arrangements; or

     (b)  the Borrower shall fail to pay any interest on any
Advance or Special Rate Loan or any fee payable hereunder or
under any agreement executed in connection herewith when the
same becomes due and payable and such failure shall remain
unremedied for ten days; or

     (c)  any representation or warranty made by the
Borrower herein or by the Borrower (or any of its officers)
in connection with this Agreement (including, without
limitation, any representation or warranty deemed made by
the Borrower at the time of any Advance or Special Rate Loan
pursuant to Article III) shall prove to have been incorrect
in any material respect when made or deemed made; or

     (d)  the Borrower shall fail to perform or observe any
other term, covenant or agreement contained in this
Agreement on its part to be performed or observed if such
failure shall remain unremedied for 30 days after written
notice thereof shall have been given to the Borrower by the
Administrative Agent or any Bank; or

     (e)  an event of default as defined in any mortgage,
indenture or instrument under which there may be issued, or
by which there may be secured or evidenced, any Debt of the
Borrower (other than any such Debt owed to any Bank or an
affiliate of any Bank if such event of default shall relate
solely to a restriction on Margin Stock), whether such Debt
now exists or shall hereafter be created, shall happen and
shall result in Debt of the Borrower in excess of
$20,000,000 principal amount becoming or being declared due
and payable prior to the date on which it would otherwise
become due and payable, and such declaration shall not be
rescinded or annulled; or the Borrower shall fail to pay at
maturity (or within five calendar days after maturity) Debt
of the Borrower in excess of $20,000,000 principal amount;
or

     (f) (i)  the Borrower or any of the Railroads shall
commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization
or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it
or its debts, or (B) seeking appointment of a receiver,
trustee, custodian or other similar official for it or for
all or any substantial part of its assets, or the Borrower
or any of the Railroads shall make a general assignment for
the benefit of its creditors; or (ii) there shall be
commenced against the Borrower or any of the Railroads any
case, proceeding or other action of a nature referred to in
clause (i) above which (A) results in the entry of an order
for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period
of 60 days; or (iii) there shall be commenced against the
Borrower or any of the Railroads any case, proceeding or
other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of
an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (iv) the Borrower
or any of the Railroads shall take any action in furtherance
of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i),
(ii) or (iii) above; or (v) the Borrower or any of the
Railroads shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as
they become due; 

     (g)  a Material Plan shall fail to maintain the minimum
funding standards required by Section 412 of the Code for
any plan year or a waiver of such standard is sought or
granted under Section 412(d), or a Material Plan is, shall
have been or will be terminated or the subject of
termination proceedings under ERISA, or the Borrower or any
of its Subsidiaries or any ERISA Affiliate has incurred or
will incur a liability to or on account of a Material Plan
under Sections 4062, 4063 or 4064 of ERISA, and there shall
result from any such event either a liability or a material
risk of incurring a liability to the PBGC or a Material Plan
(or a related trust) which will have a material adverse
effect upon the business, operations or the condition
(financial or otherwise) of the Borrower and its
Subsidiaries, taken as a whole; or

     (h)  the Borrower or any ERISA Affiliate shall have
been notified by the sponsor of a Multiemployer Plan that it
has incurred withdrawal liability to such Multiemployer Plan
in an amount which, when aggregated with all other amounts
required to be paid to Multiemployer Plans in connection
with withdrawal liabilities (determined as of the date of
such notification), will have a material adverse effect upon
the business, operations or the condition (financial or
otherwise) of the Borrower and its Subsidiaries, taken as a
whole; 

then, and in any such event, the Administrative Agent (i) shall
at the request, or may with the consent, of Banks having at least
66-2/3% of the Commitments, by notice to the Borrower, declare
the obligation of each Bank to make Contract Advances (and to
make any Auction Advances and Special Rate Loans that such Bank
has theretofore committed to make) to be terminated, whereupon
the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of Banks owed at least 66-2/3%
of the then aggregate unpaid principal amount of the Advances and
Special Rate Loans owing to Banks, by notice to the Borrower,
declare the Advances and Special Rate Loans, all interest thereon
and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon the Advances and Special
Rate Loans, all such interest and all such amounts shall become
and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby
expressly waived by the Borrower; provided, however, that in the
event of an actual or deemed entry of an order for relief with
respect to the Borrower or any of its Subsidiaries under the
Federal Bankruptcy Code, (A) the obligation of each Bank to make
Contract Advances (and to make any Auction Advances and Special
Rate Loans that such Bank has theretofore committed to make)
shall automatically be terminated and (B) the Advances and
Special Rate Loans, all such interest and all such amounts shall
automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower.

                      ARTICLE VII

             THE ADMINISTRATIVE AGENT, ETC.

     SECTION 7.01.  Authorization and Action.  Each Bank
hereby appoints and authorizes the Administrative Agent to take
such action as administrative agent on its behalf and to exercise
such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto.  As to any matters
not expressly provided for by this Agreement (including, without
limitation, enforcement or collection of the amounts due
hereunder), the Administrative Agent shall not be required to
exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in
so acting or refraining from acting) upon the instructions of the
Majority Banks, and such instructions shall be binding upon all
Banks and all holders of Advances and Special Rate Loans; 
provided, however, that the Administrative Agent shall not be
required to take any action which exposes the Administrative
Agent to personal liability or which is contrary to this
Agreement or applicable law.  The Administrative Agent agrees to
give to each Bank prompt notice of each notice given to it by the
Borrower pursuant to the terms of this Agreement.  Chemical Bank
and Citicorp Securities, Inc., in their capacities as Co-
Arrangers, Chemical Securities, Inc., in its capacity as
Syndication Agent, and Citibank, N.A., in its capacity as
Documentation Agent, shall have no duties, responsibilities or
liabilities whatsoever under this Agreement.

     SECTION 7.02.  Administrative Agent's Reliance, Etc. 
Neither the Administrative Agent nor any of its directors,
officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection
with this Agreement, except for its or their own gross negligence
or wilful misconduct.  Without limitation of the generality of
the foregoing, the Administrative Agent:  (i) may consult with
legal counsel (including counsel for the Borrower), independent
public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel,
accountants or experts; (ii) makes no warranty or representation
to any Bank and shall not be responsible to any Bank for any
statements, warranties or representations made in or in
connection with this Agreement; (iii) shall not have any duty to
ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of this Agreement on
the part of the Borrower or to inspect the property (including
the books and records) of the Borrower; (iv) shall not be
responsible to any Bank for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of
this Agreement or any other instrument or document furnished
pursuant hereto; and (v) shall incur no liability under or in
respect of this Agreement by acting upon any notice, consent,
certificate or other instrument or writing (which may be by
telecopy, telegram or cable) believed by it to be genuine and
signed or sent by the proper party or parties.

     SECTION 7.03.  Chemical Bank and Affiliates.  With
respect to its Commitment and the Advances and Special Rate Loans
made by it, Chemical Bank shall have the same rights and powers
under this Agreement as any other Bank and may exercise the same
as though it were not the Administrative Agent; and the term
"Bank" or "Banks" shall, unless otherwise expressly indicated,
include Chemical Bank in its individual capacity.  Chemical Bank
and its affiliates may accept deposits from, lend money to, act
as trustee under indentures of, and generally engage in any kind
of business with, the Borrower, any of its subsidiaries and any
Person who may do business with or own securities of the Borrower
or any such subsidiary or affiliate, all as if Chemical Bank were
not the Administrative Agent and without any duty to account
therefor to the Banks.

     SECTION 7.04.  Bank Credit Decision.  Each Bank
acknowledges that it has, independently and without reliance upon
the Administrative Agent, any other Co-Agent, either Co-Arranger
or any other Bank and based on the financial statements referred
to in Section 4.01 and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement.  Each Bank also acknowledges that
it will, independently and without reliance upon the
Administrative Agent, any other Co-Agent, either Co-Arranger or
any other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this
Agreement.

     SECTION 7.05.  Indemnification.  The Banks agree to
indemnify the Administrative Agent, the other Co-Agents and the
Co-Arrangers (to the extent not promptly reimbursed by the
Borrower), ratably as computed as set forth below from and
against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against any of them in any
way relating to or arising out of the Tender Offer or this
Agreement or any action taken or omitted by the Administrative
Agent under this Agreement, provided that no Bank shall be liable
for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the gross negligence or wilful
misconduct of the Administrative Agent.  Without limitation of
the foregoing, each Bank agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share of any costs and
expenses payable by the Borrower under Section 8.04, to the
extent that the Administrative Agent is not promptly reimbursed
for such costs and expenses by the Borrower.  For purposes of
this Section 7.05, ratable allocations among the Banks shall be
made (i) in respect of any demand by the Administrative Agent
prior to a declaration made pursuant to clause (ii) of
Section 6.01, according to the respective amounts of their
Commitments and (ii) thereafter according to the respective
principal amounts of the Advances and Special Rate Loans then
outstanding to them (or, if there are no Advances or Special Rate
Loans at the time outstanding, according to the respective
amounts of their Commitments as most recently in effect).  Each
Bank agrees that any reasonable allocation by the Administrative
Agent of expenses or other amounts referred to in this paragraph
between this Agreement, the $1,200,000,000 Credit Agreement and
the $1,400,000,000 Credit Agreement shall be conclusive and
binding for all purposes.

     SECTION 7.06.  Successor Administrative Agent.  The
Administrative Agent may resign at any time by giving written
notice thereof to the Banks and the Borrower and may be removed
at any time with or without cause by the Majority Banks.  Upon
any such resignation or removal, the Majority Banks shall have
the right to appoint a successor Administrative Agent with the
consent of the Borrower (which consent shall not be required if
at the time of such appointment any Default or Event of Default
has occurred and is continuing).  If no successor Administrative
Agent shall have been so appointed by the Majority Banks, and
shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving of notice of resignation
or the Majority Banks' removal of the retiring Administrative
Agent, as applicable, then the retiring Administrative Agent may,
on behalf of the Banks, appoint a successor Administrative Agent,
which shall be a commercial bank organized or licensed under the
laws of the United States of America or of any state thereof and
having a combined capital and surplus of at least $50,000,000. 
Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor
Administrative Agent shall succeed to and become vested with all
the rights, powers, discretion, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under
this Agreement.  After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the
provisions of this Article VII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

                      ARTICLE VIII

                     MISCELLANEOUS

     SECTION 8.01.  Amendments, Etc.  No amendment or waiver
of any provision of this Agreement, nor consent to any departure
by the Borrower therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Majority Banks,
and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given;
provided, however, that:

     (a)  no amendment, waiver or consent shall, unless in
writing and signed by all the Banks, do any of the
following:  (1) waive any of the conditions specified in
Section 3.01, (2) waive any of the conditions specified in
Section 3.02 (if and to the extent that the Borrowing which
is the subject of such waiver would involve an increase in
the aggregate outstanding amount of Advances over the
aggregate amount of Advances outstanding immediately prior
to such Borrowing), (3) increase the Commitments of the
Banks or subject the Banks to any additional obligations,
(4) reduce the principal of, or interest on, the Contract
Advances or any fees or other amounts payable hereunder,
(5) postpone any date fixed for any payment of principal of,
or interest on, the Contract Advances or any fees or other
amounts payable hereunder, (6) make any change which would
alter the percentage of the Commitments or of the aggregate
unpaid principal amount of the Contract Advances, or the
number of Banks, which shall otherwise be required for the
Banks or any of them to take any action hereunder or
(7) amend this Section 8.01; 

     (b)  no amendment, waiver or consent shall, unless in
writing and signed by the Bank holding an Auction Advance at
such time (1) reduce the principal of, or interest on, such
Auction Advance or any fees or other amounts payable
hereunder or thereunder with respect thereto, (2) postpone
any date fixed for any payment of principal of, or interest
on, such Auction Advance or any fees or other amounts
payable hereunder or thereunder with respect thereto, or
(3) subject such Bank to any additional obligations with
respect to such Bank's Auction Advance;

     (c)  no amendment, waiver or consent shall, unless in
writing and signed by the Bank holding a Special Rate Loan
at such time (1) reduce the principal of, or interest on,
such Special Rate Loan or any fees or other amounts payable
with respect thereto, (2) postpone any date fixed for any
payment of principal of, or interest on, such Special Rate
Loan or any fees or other amounts payable with respect
thereto, or (3) subject such Bank to any additional
obligations with respect to such Bank's Special Rate Loan;

     (d)  no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition
to the Banks required above to take such action, affect the
rights or duties of the Administrative Agent under this
Agreement; and 

     (e)  no amendment, waiver or consent shall, unless in
writing and signed by the Co-Arrangers and the Co-Agents,
alter the last sentence of Section 7.01.

     SECTION 8.02.  Notices, Etc.  All notices and other
communications provided for hereunder shall be in writing
(including telecopy, telegraphic or cable communication) and
telecopied, mailed, telegraphed, cabled or delivered, if to the
Borrower, at its address at Martin Tower, Eighth and Eaton
Avenues, Bethlehem, Pennsylvania 18018, Attention:  Vice
President and Treasurer, telephone number (610) 861-3200,
telecopier number (610) 861-3111; if to any Bank listed on
Schedule I hereto, at its Domestic Lending Office specified
opposite its name on Schedule I hereto; if to any other Bank, at
its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Bank; and if to the
Administrative Agent, at its address at Chemical Bank Agency
Services Corporation, Grand Central Tower, 140 East 45th Street,
29th Floor, New York, New York 10017, Attention: Sandra J.
Miklave, with a copy to Chemical Bank, 270 Park Avenue, 8th
Floor, New York, New York 10017, Attention:  Julie S. Long; or,
as to the Borrower, any Bank or the Administrative Agent, at such
other address as shall be designated by such party in a written
notice to the other parties and, as to each other party, at such
other address as shall be designated by such party in a written
notice to the Borrower and the Administrative Agent.  All such
notices and communications shall, when telecopied, mailed,
telegraphed or cabled, be effective when sent by telecopy,
deposited in the mails, delivered to the telegraph company or
delivered to the cable company, respectively, except that notices
and communications to the Administrative Agent pursuant to
Article II or VII shall not be effective until received by the
Administrative Agent.  The Administrative Agent shall be entitled
to rely on any oral notice made pursuant to Section 2.03(v)
believed by it to be genuine and made by the proper party or
parties, and the Borrower and the Banks, as the case may be,
agree to be conclusively bound by the Administrative Agent's
records in respect of any such notice.  

     SECTION 8.03.  No Waiver; Remedies.  No failure on the
part of any Bank or the Administrative Agent to exercise, and no
delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the
exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

     SECTION 8.04.  Costs, Expenses and Taxes.  (a)  The
Borrower agrees to pay on demand all costs and expenses in
connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement and
the other documents to be delivered hereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Administrative Agent with respect thereto and
with respect to advising the Administrative Agent as to its
rights and responsibilities under this Agreement, and all costs
and expenses, if any (including, without limitation, reasonable
counsel fees and expenses), incurred by the Administrative Agent
or any Bank in connection with the "work-out" or other
enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement and the other documents to be
delivered hereunder.  In addition, the Borrower agrees to pay any
present or future stamp or documentary taxes or any other excise
or property taxes, charges or similar levies which arise from the
execution and delivery of this Agreement and agrees to save the
Administrative Agent and each Bank harmless from and against any
and all liabilities with respect to or resulting from any delay
in paying or omission to pay such taxes.

     (b)  If (i) any payment of principal of any Adjusted CD
Rate Advance or Eurodollar Rate Contract Advance or Auction
Advance or Special Rate Loan is made (1) by the Borrower to or
for the account of a Bank other than on the last day of the
Interest Period for such Contract Advance, or on the maturity
date of such Auction Advance or Special Rate Loan, as the case
may be, or as a result of a payment pursuant to Section 2.07(d),
or as a result of acceleration of the maturity of the Advances
and Special Rate Loans pursuant to Section 6.01 or for any other
reason, or (2) by an Eligible Assignee to a Bank other than on
the last day of the Interest Period (or the final maturity date
in the case of an Auction Advance or Special Rate Loan) for such
Advance or Special Rate Loan upon an assignment of rights and
obligations under this Agreement pursuant to Section 8.07 as a
result of a demand by the Borrower pursuant to Section 8.07(a),
or an assignment of rights and obligations under this Agreement
pursuant to Section 2.17 as a result of a demand by the Borrower,
or (ii) the Borrower fails to convert or continue any Contract
Advance hereunder after irrevocable notice of such conversion or
continuation has been given pursuant to Section 2.04, then the
Borrower shall, upon demand by the affected Bank (with a copy of
such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Bank any amounts
required to compensate such Bank for any additional losses, costs
or expenses which it may reasonably incur as a result of such
payment or failure, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred
by reason of the liquidation or reemployment of deposits or other
funds acquired by such Bank to fund or maintain such Advance.  A
certificate of such Bank setting forth the amount demanded
hereunder and the basis therefor shall, in the absence of
manifest error, be conclusive and binding for all purposes.

     SECTION 8.05.  Right of Set-off.  Upon (i) the
occurrence and during the continuance of any Event of Default and
(ii) the making of the request or the granting of the consent
specified by Section 6.01 to authorize the Administrative Agent
to declare the Advances and Special Rate Loans due and payable
pursuant to the provisions of Section 6.01, each Bank is hereby
authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing
by such Bank to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement and the Advances and
Special Rate Loans made by such Bank, irrespective of whether or
not such Bank shall have made any demand under this Agreement and
although such obligations may be unmatured.  Each Bank agrees
promptly to notify the Borrower and the Administrative Agent
after any such setoff and application made by such Bank, provided
that the failure to give such notice shall not affect the
validity of such set-off and application.  The rights of each
Bank under this Section 8.05 are in addition to other rights and
remedies (including, without limitation, other rights of setoff)
which such Bank may have.

     SECTION 8.06.  Binding Effect.  This Agreement shall
become effective when it shall have been executed by the
Borrower, the Administrative Agent, the other Co-Agents and the
Co-Arrangers and when the Administrative Agent shall have been
notified by each Bank that such Bank has executed it and
thereafter shall be binding upon and inure to the benefit of the
Borrower, the Administrative Agent, the other Co-Agents, the Co-
Arrangers and each Bank and their respective successors and
assigns.

     SECTION 8.07.  Assignments and Participations. 
(a) Each Bank may and, if demanded by the Borrower pursuant to
subsection (g) hereof, shall assign to one or more banks or other
entities all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion
of its Commitment and the Advances and Special Rate Loans owing
to it); provided, however, that (i) each such assignment shall
(except in the case of outstanding Auction Advances and Special
Rate Loans) be of a constant, and not a varying, percentage of
all of the rights and obligations of the Banks under this
Agreement, (ii) the amount of the Commitment of the assigning
Bank being assigned pursuant to each such assignment (determined
as of the date of the Assignment and Acceptance with respect to
such assignment) shall in no event be less than the lesser of
(x) the amount set forth opposite the name of such Bank on the
signature pages to this Agreement or in the Assignment and
Acceptance pursuant to which the assigning Bank became a Bank,
and (y) $25,000,000, and shall be an integral multiple of
$1,000,000, (iii) each such assignment shall be to an Eligible
Assignee and (iv) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and
Acceptance, together with a processing fee of $2,500.  Upon such
execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, which
effective date shall be at least three Business Days after the
execution thereof, (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Bank hereunder
and (y) the Bank assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights
and be released from its obligations under this Agreement (and,
in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Bank's rights and obligations
under this Agreement, such Bank shall cease to be a party
hereto), provided that the obligations of the Borrower to the
Bank assignor described in Sections 2.02(b), 2.11, 2.12, 2.15,
8.04 and 8.12 that arose prior to such assignment, and the
obligations of the Bank assignor described in Sections 7.05 and
8.10 that arose prior to such assignment, shall survive the
making of such assignment, notwithstanding that such Bank
assignor may cease to be a "Bank" hereunder.  Notwithstanding the
foregoing, any Bank assigning its rights and obligations under
this Agreement may retain any Auction Advances and any Special
Rate Loans made by it outstanding at such time, and in such case
shall retain its rights hereunder in respect of any Advances and
Special Rate Loans so retained until such Advances and Special
Rate Loans have been repaid in full in accordance with this
Agreement.

     (b)  By executing and delivering an Assignment and
Acceptance, the Bank assignor thereunder and the assignee
thereunder confirm to and agree with each other and the other
parties hereto as follows:  (i) other than as provided in such
Assignment and Acceptance, such assigning Bank makes no
representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in
or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of
this Agreement or any other instrument or document furnished
pursuant hereto; (ii) such assigning Bank makes no representation
or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant
hereto; (iii) such assignee confirms that it has received a copy
of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, any other Co-Agent,
either Co-Arranger, such assigning Bank or any other Bank and
based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement;
(v) such assignee confirms that it is an Eligible Assignee,
except for any required consent of the Borrower; (vi) such
assignee appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Administrative Agent
by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations
which by the terms of this Agreement are required to be performed
by it as a Bank.

     (c)  The Administrative Agent shall maintain at its
address referred to in Section 8.02 a copy of each Assignment and
Acceptance delivered to and accepted by it and a register for the
recordation of the names and addresses of the Banks and the
Commitment of, and principal amount of the Advances owing to,
each Bank from time to time (the "Register").  Subject to
Section 2.14(f), the entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Banks may treat each
Person whose name is recorded in the Register as a Bank hereunder
for all purposes of this Agreement.  The Register shall be
available for inspection by the Borrower or any Bank at any
reasonable time and from time to time upon reasonable prior
notice.

     (d)  Upon its receipt of an Assignment and Acceptance
executed by an assigning Bank and an assignee representing that
it is an Eligible Assignee, the Administrative Agent shall, if
such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit B hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained
therein in the Register, (iii) give prompt notice thereof to the
Borrower and (iv) send a copy thereof to the Borrower.  

     (e)  Each Bank may sell participations to one or more
banks or other entities in or to all or a portion of its rights
and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment and the Advances
or Special Rate Loans owing to it); provided, however, that (i)
such Bank's obligations under this Agreement (including, without
limitation, its Commitment to the Borrower hereunder) shall
remain unchanged, (ii) such Bank shall remain solely responsible
to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent and
the other Banks shall continue to deal solely and directly with
such Bank in connection with such Bank's rights and obligations
under this Agreement; and provided further, however, that such
Bank shall not agree with any such bank or other financial
institution to permit such bank or other financial institution to
enforce the obligations of the Borrower relating to the Advances
or any Special Rate Loan or to approve of any amendment,
modification or waiver of any provision of this Agreement (other
than amendments, modifications or waivers with respect to any
decrease in any fees payable hereunder or the amount of principal
or rate of interest which is payable in respect of such Advances
or Special Rate Loan or any extension of the dates fixed for the
payment thereof).

     (f)  Any Bank may, in connection with any assignment or
participation or proposed assignment or participation pursuant to
this Section 8.07, disclose to the assignee or participant or
proposed assignee or participant any information relating to the
Borrower furnished to such Bank by or on behalf of the Borrower;
provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to
preserve the confidentiality of any information relating to the
Borrower, this Agreement or the Tender Offer received by it from
such Bank in accordance with Section 8.10.

     (g)  If any Bank shall make demand for payment under or
shall notify the Borrower that it is affected by an event
described in Section 2.11 or 2.15 hereunder or shall notify the
Administrative Agent pursuant to Section 2.13 hereunder, then
within 15 days after such demand or such notice, the Borrower may
(i) demand that such Bank assign in accordance with this
Section 8.07 to one or more Eligible Assignees designated by the
Borrower all (but not less than all) of such Bank's Commitment
and the Advances and Special Rate Loans owing to it within the
next succeeding 30 days, provided that, if any such Eligible
Assignee designated by the Borrower shall fail to consummate such
assignment on terms acceptable to such Bank, or if the Borrower
shall fail to designate any such Eligible Assignees for all or
part of such Bank's Commitment, Advances and Special Rate Loans,
then such Bank may assign such Commitment, Advances and Special
Rate Loans to any other Eligible Assignee in accordance with this
Section 8.07 during such 30-day period or (ii) terminate all (but
not less than all) of such Bank's Commitment and repay all (but
not less than all) of such Bank's Advances and Special Rate Loans
not so assigned on or before such 30th day in accordance with
Sections 2.06 and 2.07(d) hereof (but without the requirements
stated therein for ratable treatment of the Banks).  Nothing in
this Section 8.07(g) shall relieve the Borrower of its
obligations for payment under Section 2.11 or 2.15 arising prior
to an assignment or termination pursuant hereto.

     (h)  Any Bank may at any time assign all or any portion
of its rights under this Agreement to a Federal Reserve Bank;
provided that no such assignment shall release a Bank from any of
its obligations hereunder.  In connection with any such
assignment or proposed assignment, the Borrower will, promptly
upon the request of any Bank, execute and deliver to such Bank a
note evidencing the Borrower's obligations hereunder, in a form
mutually satisfactory to the Borrower and such Bank; provided
that if the Borrower certifies to such Bank upon such request
that it believes any authorization, approval or other action by
the Interstate Commerce Commission (or any successor agency
having jurisdiction) is required for the issuance of such note,
the Borrower shall not be deemed to be in default under this
Section 8.07(h) so long as the Borrower is diligently seeking
such authorization, approval or other action, at such Bank's
expense.

     (i)  This Section 8.07 sets forth the exclusive manner
by which a Bank may assign its rights and obligations hereunder
or sell participations in or to its rights and obligations
hereunder.

     (j)  Each Bank agrees to notify the Borrower of any
assignment of or grant of a participating interest in any Advance
or Special Rate Loan, and of the identity of the assignee or
participant.

     (k)  The Borrower may not assign or delegate any rights
or obligations hereunder without the prior written consent of
each Bank.

     SECTION 8.08.  GOVERNING LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.  

     SECTION 8.09.  Submission to Jurisdiction; Service of
Process; Jury Trial.  The Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for
the Southern District of New York and of any New York state court
sitting in New York City for the purposes of all legal
proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby.  The Borrower shall at all
times continue to be qualified to do business in and maintain an
office in New York or, alternatively, shall maintain an agent for
service of process in New York and shall provide the
Administrative Agent with notice of the identity of such agent,
such appointment to be documented in a manner satisfactory to the
Administrative Agent.  The Borrower hereby agrees that service of
process in any such proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to it at its address
referred to in Section 8.02.  The Borrower irrevocably waives, to
the fullest extent permitted by applicable law, any objection
that it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in
an inconvenient forum.  EACH OF THE BORROWER, THE CO-ARRANGERS,
THE ADMINISTRATIVE AGENT, THE OTHER CO-AGENTS AND THE BANKS
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THIS
AGREEMENT, THE ADVANCES, THE SPECIAL RATE LOANS OR THE ACTIONS OF
THE BORROWER, THE CO-ARRANGERS, THE ADMINISTRATIVE AGENT, THE
OTHER CO-AGENTS OR ANY BANK IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

     SECTION 8.10.  Treatment of Certain Information;
Confidentiality.  (a)  The Borrower acknowledges that from time
to time financial advisory, investment banking and other services
may be offered or provided to the Borrower or one or more of its
Subsidiaries (in connection with this Agreement or otherwise) by
any Bank or by one or more subsidiaries or affiliates of such
Bank and the Borrower hereby authorizes each Bank to share any
information delivered to such Bank by the Borrower and its
Subsidiaries pursuant to this Agreement, or in connection with
the decision of such Bank to enter into this Agreement, with any
such subsidiary or affiliate, it being understood that any such
subsidiary or affiliate receiving such information shall be bound
by the provisions of paragraph (b) below as if it were a Bank
hereunder.  Such authorization shall survive the repayment of the
Advances and Special Rate Loans and the termination of the
Commitments.

     (b)  Each Bank and the Administrative Agent agrees that
it will not disclose without the prior consent of the Borrower
(other than to its affiliates and to its and its affiliates'
directors, employees, auditors and counsel who are informed of
and agree to respect the confidential nature of such information,
and then only on a "need to know" basis in connection with this
Agreement, the Tender Offer or the financing thereof) any
information (the "Information") with respect to the Borrower (or
its business), CNW or the Tender Offer which is furnished by or
on behalf of the Borrower to such Bank or to the Administrative
Agent in connection with this Agreement, the Tender Offer or the
financing thereof; provided, that the Banks and the
Administrative Agent may disclose any such Information (i) that
is or has become generally available to the public (other than as
a result of a disclosure in violation of this Section 8.10 or the
letter referred to in Section 8.10(e)) or is or becomes available
to the Banks and the Administrative Agent on a non-confidential
basis from a source other than the Borrower or its agents
(unless, to the actual knowledge of the recipient Bank or the
Administrative Agent, such information was provided by such
source in violation of a confidentiality agreement), (ii) as may
be required or appropriate in response to any summons or subpoena
or in connection with any litigation, (iii) in order to comply
with any applicable law or regulation, or in accordance with any
order, ruling or regulatory practice of any bank regulatory
agency (including, without limitation, the Board of Governors of
the Federal Reserve System or any foreign bank regulatory agency)
having or claiming jurisdiction over the relevant Bank or the
Administrative Agent, and (iv) to a proposed assignee or
participant in connection with any proposed assignment or
participation permitted under Section 8.07 as provided in
Section 8.07(f), provided that such proposed assignee or
participant agrees in writing to be bound by the confidentiality
provisions of this Section 8.10.

     (c)  In the event that any Bank or any Person receiving
Information from such Bank becomes legally compelled to disclose
any of the Information or the existence of this Agreement (other
than to any bank regulatory agency referred to in
Section 8.10(b)(iii) in the course of customary audits of the
relevant Bank), such Bank shall provide the Borrower with notice
of such event promptly upon obtaining knowledge thereof (provided
that such notice is not otherwise prohibited by law) so that the
Borrower may seek a protective order or other appropriate remedy. 
In the event that such protective order or other remedy is not
obtained, such Bank shall furnish only that portion of the
Information which in its reasonable opinion it is legally
required to disclose and shall disclose such Information in a
manner reasonably designed to preserve its confidential nature.

     (d)  Each Bank acknowledges that disclosure of
Information in violation of this Section 8.10 could have serious
consequences, and agrees that, in the event of any breach of this
Section 8.10 by any Bank or its representatives, the Borrower
will be entitled to equitable relief (including injunctive relief
and specific performance) in addition to all other remedies
available to it at law or in equity.

     (e)  The obligations of each Bank under this
Section 8.10 shall supersede and replace the obligations of such
Bank under the confidentiality letter executed by it in respect
of this financing prior to the date hereof, and the
confidentiality obligations of any proposed assignee that has
executed a confidentiality letter prior to the date on which it
becomes a Bank hereunder pursuant to Section 8.07(a) shall be
superseded by this Section 8.10 upon the date upon which such
assignee becomes a Bank.  

     (f)  Each Bank's obligations and all of the Borrower's
rights and remedies under this Section 8.10 shall survive any
reduction in the Commitments, the termination of this Agreement
or the return or destruction of the Information, in each case
until the date one year after the termination of this Agreement.

     SECTION 8.11.  Execution in Counterparts.  This
Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

     SECTION 8.12.  Indemnification.  (a)  The Borrower
agrees to indemnify and hold harmless the Administrative Agent,
each other Co-Agent, each Co-Arranger and each Bank and each of
their respective officers, directors, employees, agents, advisors
and representatives (each, an "Indemnified Party") from and
against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, fees and disbursements
of counsel), joint or several, that may be incurred by or
asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or relating to any
investigation, litigation or proceeding or the preparation of any
defense with respect thereto, arising out of or in connection
with or relating to this Agreement or the transactions
contemplated hereby (including without limitation the Tender
Offer) or any use made or proposed to be made with the proceeds
of the Advances or Special Rate Loans, whether or not such
investigation, litigation or proceeding is brought by the
Borrower, any of its Subsidiaries, shareholders or creditors, an
Indemnified Party or any other Person, or an Indemnified Party is
otherwise a party thereto, and whether or not the transactions
contemplated hereby are consummated, except to the extent such
claim, damage, loss, liability or expense (i) results from such
Indemnified Party's gross negligence or wilful misconduct or (ii)
arises out of a final, non-appealable judgment against such
Indemnified Party in favor of the Borrower on the basis of a
breach of this Agreement.  The foregoing indemnification shall
not cover any such claims, damages, losses, liabilities or
expenses relating to (i) any income, stamp or other taxes,
imports, duties, charges, fees, deductions or withholdings
imposed, levied, collected, withheld or assessed by the United
States or any political subdivision or taxing authority thereof
or therein (including Puerto Rico) or of the country in which any
Bank's principal office or Applicable Lending Office may be
located or any political subdivision or taxing authority thereof
or therein; (ii) any costs (whenever imposed) to any Bank of
agreeing to make or making, funding or maintaining any Advances
or Special Rate Loans; or (iii) any capital required or expected
to be maintained by any Bank or any corporation controlling such
Bank as a result of such Bank's Commitment or its Advances or
Special Rate Loans, but in each case without prejudice to
Sections 2.02(b), 2.11, 2.12, 2.15 and 8.04.

     (b)  The Borrower agrees that no Indemnified Party
shall have any liability (whether direct or indirect, in
contract, tort or otherwise) to the Borrower or any of its
Subsidiaries, shareholders or creditors or any other Person for
or in connection with the transactions contemplated hereby,
except to the extent such liability is found in a final non-
appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or wilful
misconduct; provided that nothing in this clause (b) shall be
deemed to constitute a waiver of any claim the Borrower may
hereafter have for breach by any party of this Agreement; and
provided, further, that in no event shall any Indemnified Party
be liable for any indirect or consequential damages.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.

                         UNION PACIFIC CORPORATION

                         By____________________________
                           Name:  
                           Title: 

                         Administrative Agent

                         CHEMICAL BANK, as Administrative
                           Agent

                         By____________________________
                           Name:  
                           Title:

                         Documentation Agent

                         CITIBANK, N.A., as Documentation
                           Agent

                         By____________________________
                           Name:  
                           Title:

                         Syndication Agent

                         CHEMICAL SECURITIES, INC., as
                           Syndication Agent

                         By____________________________
                           Name:  
                           Title:

                         CO-ARRANGERS

                         CHEMICAL BANK, as Co-Arranger

                         By____________________________
                           Name:  
                           Title:

                         CITICORP SECURITIES, INC., as 
                           Co-Arranger

                         By____________________________
                           Name:  
                           Title:

  COMMITMENT                  BANKS

$62,173,193.00                CHEMICAL BANK

                         By____________________________
                           Name:
                           Title:

$62,173,193.00                CITIBANK, N.A.

                         By____________________________
                           Name:
                           Title:

$47,826,086.96                ABN AMRO BANK N.V., NEW YORK BRANCH

                         By____________________________
                           Name:
                           Title:

                         By____________________________
                           Name:
                           Title:

$47,826,086.96             BANK OF AMERICA NATIONAL TRUST AND
                           SAVINGS ASSOCIATION

                         By____________________________
                           Name:
                           Title:

                         By____________________________
                           Name:
                           Title:

$47,826,086.96                BANK OF MONTREAL

                         By____________________________
                           Name:
                           Title:

$47,826,086.96             THE CHASE MANHATTAN BANK (NATIONAL
                           ASSOCIATION)

                         By____________________________
                           Name:
                           Title:

$47,826,086.96                CREDIT SUISSE

                         By____________________________
                           Name:
                           Title:

                         By____________________________
                           Name:
                           Title:

$47,826,086.96                THE FIRST NATIONAL BANK OF CHICAGO

                         By____________________________
                           Name:
                           Title:

$47,826,086.96             MORGAN GUARANTY TRUST COMPANY OF
                           NEW YORK

                         By____________________________
                           Name:
                           Title:

$47,826,086.96             NATIONAL WESTMINSTER BANK PLC, NEW
                           YORK BRANCH

                         By____________________________
                           Name:
                           Title:

$47,826,086.96                NATIONSBANK, N.A. (CAROLINAS)

                         By____________________________
                           Name:
                           Title:

$47,826,086.96                UNION BANK OF SWITZERLAND

                         By____________________________
                           Name:
                           Title:

                         By____________________________
                           Name:
                           Title:

$38,260,869.57                THE BANK OF TOKYO TRUST COMPANY

                         By____________________________
                           Name:
                           Title:

$38,260,869.57                CREDIT LYONNAIS NEW YORK BRANCH

                         By____________________________
                           Name:
                           Title:

$38,260,869.57             THE INDUSTRIAL BANK OF JAPAN
                           LIMITED NEW YORK BRANCH

                         By____________________________
                           Name:
                           Title:

$38,260,869.57                MELLON BANK, N.A.

                         By____________________________
                           Name:
                           Title:

$38,260,869.57                PNC BANK, NATIONAL ASSOCIATION

                         By____________________________
                           Name:
                           Title:

$38,260,869.57                SOCIETE GENERALE

                         By____________________________
                           Name:
                           Title:

$38,260,869.57             THE SUMITOMO BANK, LIMITED, NEW
                           YORK BRANCH

                         By____________________________
                           Name:
                           Title:

$38,260,869.57                TORONTO DOMINION (NEW YORK), INC.

                         By____________________________
                           Name:
                           Title:

$23,913,043.48                THE BANK OF CALIFORNIA, N.A.

                         By____________________________
                           Name:
                           Title:

$23,913,043.48                THE BANK OF NEW YORK

                         By____________________________
                           Name:
                           Title:

$23,913,043.48                BANQUE NATIONALE DE PARIS

                         By____________________________
                           Name:
                           Title:

                         By____________________________
                           Name:
                           Title:

$23,913,043.48                THE DAI-ICHI KANGYO BANK, LTD.

                         By____________________________
                           Name:
                           Title:

$23,913,043.48                THE NORTHERN TRUST COMPANY

                         By____________________________
                           Name:
                           Title:

$23,913,043.48                ROYAL BANK OF CANADA

                         By____________________________
                           Name:
                           Title:

$23,913,043.48             THE YASUDA TRUST AND BANKING
                           COMPANY LIMITED

                         By____________________________
                           Name:
                           Title:

$11,956,521.74             THE BOATMEN'S NATIONAL BANK OF
                           ST. LOUIS

                         By____________________________
                           Name:
                           Title:

$11,956,521.74                CRESTAR BANK

                         By____________________________
                           Name:
                           Title:

                                   SCHEDULE I
                           UNION PACIFIC CORPORATION

                    Domestic                                   Eurodollar
Name of Bank        Lending Office      CD Lending Office      Lending Office

Chemical Bank       270 Park Avenue       Same as Domestic     Same as Domestic
                    New York, New York    Lending Office       Lending Off ice
                    10172

Citibank, N.A.      399 Park Avenue       Same as Domestic     Same as Domestic
                    New York, New York    Lending Office       Lending Office
                    10043

ABN Amro Bank N.V., 500 Park Avenue       Same as Domestic     Same as Domestic
New York            New York, New York    Lending Office       Lending Office
Branch              10022

Bank of America     1850 Gateway          Same as Domestic     Same as Domestic
National Trust      Boulevard             Lending Office       Lending Office
and Savings         Concord, California 
Association         94520

Bank of Montreal    115 South LaSalle     Same as Domestic     Same as Domestic
                    Street                Lending Office       Lending Office
                    Chicago, Illinois 
                    60603

The Chase Manhattan One Chase Manhattan   Same as Domestic     Same as Domestic
Bank                Plaza                 Lending Office       Lending Office
(National           New York, New York 
Association)        10081

Credit Suisse       12 East 49th         Same as Domestic      Same as Domestic
                    Street,              Lending Office        Lending Office
                    42nd Floor
                    New York, New York 
                    10017

The First National  One First National   Same as Domestic      Same as Domestic
Bank of             Plaza                Lending Office        Lending Office
Chicago             Chicago, Illinois 
                    60670

Morgan Guaranty     60 Wall Street       Same as Domestic      Morgan Guaranty
Trust Company       New York, New York   Lending Office        Trust Company
of New York         10260                                      of New York
                                                               Nassau Bahamas
                                                               Office
                                                               c/o J. P. Morgan
                                                               Services Inc.
                                                               Euro-Loan 
                                                               Servicing Unit
                                                               500 Stanton
                                                               Christiana Road
                                                               Newark, Delaware
                                                               19713

National Westminster 175 Water Street,   Same as Domestic      Nassau Branch
Bank Plc,            19th Floor          Lending Office        175 Water Street
New York Branch      New York, NY 10038-                       New York, NY 
                     4924                                      10038-4924

NationsBank, N.A.   100 North Tryon     Same as Domestic       Same as Domestic
(Carolinas)         Street,             Lending Office         Lending Office
                    8th Floor
                    Charlotte, NC 
                    28255

Union Bank of       299 Park Avenue      Same as Domestic      Same as Domestic
Switzerland         New York, New York   Lending Office        Lending Office
                    10171

The Bank of Tokyo   1251 Avenue of the   Same as Domestic      Same as Domestic
Trust Company       Americas             Lending Office        Lending Office
                    New York, New York 
                    10116

Credit Lyonnais New 1301 Avenue of the   Credit Lyonnais       Same as CD 
York                Americas             Cayman Island         Lending Office
Branch              New York, NY 10019   Branch
                                         c/o Credit Lyonnais
                                         New York Branch
                                         1301 Avenue of the
                                         Americas
                                         New York, NY 10019

The Industrial Bank 245 Park Avenue      Same as Domestic      Same as Domestic
of Japan            New York, NY         Lending Office        Lending Office
Limited New York    10167-0037
Branch

Mellon Bank, N.A.   7th and Market       Same as Domestic      Same as Domestic
                    Streets              Lending Office        Lending Office
                    Loan Administration
                    Room 199-5220
                    Philadelphia, PA
                    19106
                    Attn:  Dawn Rudd

PNC Bank, National  100 South Broad      Same as Domestic      Same as Domestic
Association         Street               Lending Office        Lending Office
                    Philadelphia, PA 
                    19110

Societe Generale    1221 Avenue of the   Same as Domestic      Same as Domestic
                    Americas             Lending Office        Lending Office
                    New York, New York 
                    10020

The Sumitomo Bank,  277 Park Avenue      Same as Domestic      Same as Domestic
Limited,            New York, New York   Lending Office        Lending Office
New York Branch     10172

Toronto Dominion    909 Fannin, Suite    Same as Domestic      Same as Domestic
(New York),         1700                 Lending Office        Lending Office
Inc.                Houston, TX 77010

The Bank of         400 California       Same as Domestic      Same as Domestic
California, N.A.    Street,              Lending Office        Lending Office
                    17th Floor
                    San Francisco, CA 
                    94104

The Bank of New York One Wall Street     Same as Domestic      Same as Domestic
                     New York, New York  Lending Office        Lending Office
                     10286

Banque Nationale de  499 Park Avenue     Same as Domestic      Banque Nationale
Paris                New York, New York  Lending Office        de Paris -- 
                     10022                                     Georgetown
                                                               499 Park Avenue
                                                               New York, 
                                                               New York
                                                               10022

The Dai-Ichi Kangyo 1 World Trade        Same as Domestic      Same as Domestic
Bank, Ltd.          Center               Lending Office        Lending Office
                    Suite 4911
                    New York, New York 
                    10048

The Northern Trust  50 South LaSalle     Same as Domestic      Same as Domestic
Company             Street               Lending Office        Lending Office
                    Chicago, Illinois
                    60675

Royal Bank of Canada 1 Financial Square, Same as Domestic      Same as Domestic
                                    Lending Office        Lending Office
                     Corporate Bkg.
                     East, USA
                     New York, New York 
                     10005

The Yasuda Trust    666 Fifth Avenue,    Same as Domestic      Same as Domestic
and Banking         Suite 801            Lending Office        Lending Office
Company Limited     New York, New York 
                    10103

The Boatmen's       One Boatmen's Plaza  Same as Domestic      Same as Domestic
National Bank of    800 Market Street    Lending Office        Lending Office
St. Louis           St. Louis, MO
                    63166-0236

Crestar Bank        919 East Main        Same as Domestic      Same as Domestic
                    Street               Lending Office        Lending Office
                    Richmond, Virginia 
                    23219

                      SCHEDULE II

               Union Pacific Corporation
               List of Existing Mortgages

                         None.

                      EXHIBIT A-1

              Notice of Contract Borrowing

                              [Date]

Chemical Bank, as Administrative
  Agent for the Banks parties
  to the Credit Agreement
  referred to below
270 Park Avenue
New York, New York  10017

Attention:

Gentlemen:

     The undersigned, Union Pacific Corporation, refers to
the $1,100,000,000 Revolving Credit Agreement, dated as of
April 11, 1995 (as amended, the "Credit Agreement", the terms
defined therein being used herein as therein defined), among the
undersigned, certain Banks, Co-Arrangers and Co-Agents parties
thereto and Chemical Bank, as Administrative Agent for said
Banks, and hereby gives you notice, irrevocably, pursuant to
Section 2.02 of the Credit Agreement that the undersigned hereby
requests a Contract Borrowing under the Credit Agreement, and in
that connection sets forth below the information relating to such
Contract Borrowing (the "Proposed Contract Borrowing") as
required by Section 2.02(a) of the Credit Agreement:  

     (i)  The Business Day of the Proposed Contract
Borrowing is _________________, 19__.  

    (ii)  The Type of Contract Advances comprising the
Proposed Contract Borrowing is [Adjusted CD Rate Advances]
[Alternate Base Rate Advances] [Eurodollar Rate Contract
Advances].

   (iii)  The aggregate amount of the Proposed Contract
Borrowing is $_____________.  

    (iv)  The Interest Period for each Contract Advance made
as part of the Proposed Contract Borrowing is [___ days]
[__ months[s]].  

                         Very truly yours,

                         UNION PACIFIC CORPORATION

                         By:  _____________________
                              Title:

                      EXHIBIT A-2

              Notice of Auction Borrowing

                              [Date]

Chemical Bank, as Administrative
  Agent for the Banks parties
  to the Credit Agreement
  referred to below
270 Park Avenue
New York, New York  10017

Attention:

Gentlemen:

     The undersigned, Union Pacific Corporation, refers to
the $1,100,000,000 Revolving Credit Agreement, dated as of
April 11, 1995 (as amended, the "Credit Agreement", the terms
defined therein being used herein as therein defined), among the
undersigned, certain Banks, Co-Arrangers and Co-Agents parties
thereto and Chemical Bank, as Administrative Agent for said
Banks, and hereby gives you notice pursuant to Section 2.03 of
the Credit Agreement that the undersigned hereby requests an
Auction Borrowing under the Credit Agreement, and in that
connection sets forth the terms on which such Auction Borrowing
(the "Proposed Auction Borrowing") is requested to be made:

     1.  Date of Auction Borrowing      _________________
     2.  Type of Auction Advances
           comprising the Proposed
           Auction Borrowing
           (Eurodollar Rate Auction
           Advance or Fixed Rate
           Auction Advance)             _________________
     3.  Amount of Auction Borrowing    _________________
     4.  Maturity Date                  _________________
     5.  Interest Payment Date(s)       _________________
     6.  Prepayment Provisions          _________________
     7.  _______________________        _________________
     8.  _______________________        _________________

                         Very truly yours,

                         UNION PACIFIC CORPORATION

                         By:  _______________________
                              Title:

                       EXHIBIT B

               Assignment and Acceptance

              Dated ________________, 19__

     Reference is made to the $1,100,000,000 Revolving
Credit Agreement, dated as of April 11, 1995 (as amended, the
"Credit Agreement"), among Union Pacific Corporation, a Utah
corporation (the "Borrower"), the Banks, Co-Arrangers and Co-
Agents (each as defined in the Credit Agreement) and Chemical
Bank, as Administrative Agent for the Banks (the "Administrative
Agent").  Terms defined in the Credit Agreement are used herein
with the same meaning.

     ___________________ (the "Assignor") and
___________________ (the "Assignee") agree as follows:  

     1.  The Assignor hereby sells and assigns to the
Assignee, without recourse and without any representations and
warranties of the Assignor except as specifically set forth
below, and the Assignee hereby purchases and assumes from the
Assignor, a portion of the Assignor's rights and obligations
under the Credit Agreement as of the Effective Date (as defined
below) equal to a _____%(1) interest in and to all of the rights
and obligations of the Banks under the Credit Agreement
(including, without limitation, such percentage interest in the
Commitments as in effect on the Effective Date and the [Contract]
Advances [and Special Rate Loans](2), if any, outstanding on the
Effective Date).

     2.  The Assignor (i) represents and warrants that as of
the date hereof its Commitment (without giving effect to
assignments thereof which have not yet become effective) is
$_________ and the aggregate outstanding principal amount of
[Contract] Advances [and Special Rate Loans]2 owing to it
(without giving effect to assignments thereof which have not yet
become effective) is $____________; (ii) represents and warrants
that it is the legal and beneficial owner of the interest being
assigned by it hereunder and that such interest is free and clear
of any adverse claim; (iii) makes no representation or warranty
and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant
thereto; (iv) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the
Borrower or any other Person or the performance or observance by
the Borrower of any of its obligations under the Credit Agreement
or any other instrument or document furnished pursuant thereto.

     3.  The Assignee (i) confirms that it has received a
copy of the Credit Agreement, together with copies of the
financial statements referred to in Section 4.01 thereof and such
other documents and information as it has deemed appropriate to

____________________ 
1    Specify percentage to no more than four decimal points.

2    Include if Special Rate Loans are to be assigned.

make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent,
any other Co-Agent, either Co-Arranger, the Assignor or any other
Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit
Agreement; (iii) confirms that it is an Eligible Assignee;
(iv) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers
under the Credit Agreement as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (v) agrees that it will perform in
accordance with their terms all of the obligations which by the
terms of the Credit Agreement are required to be performed by it
as a Bank; and (vi) specifies as its CD Lending Office, Domestic
Lending Office (and address for notices) and Eurodollar Lending
Office the offices set forth beneath its name on the signature
pages hereof.

     4.  The effective date for this Assignment and
Acceptance shall be ______________________ (the "Effective
Date").(3)  Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent.

     5.  Upon such acceptance and recording, as of the
Effective Date, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Bank thereunder
and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released
from its obligations under the Credit Agreement, except as
otherwise expressly provided therein.

     6.  Upon such acceptance and recording, from and after
the Effective Date, the Administrative Agent shall make all
payments under the Credit Agreement in respect of the interest
assigned hereby (including, without limitation, all payments of
principal, interest and fees with respect thereto) to the
Assignee.  The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement for periods
prior to the Effective Date directly between themselves.

     7.  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

                         [NAME OF ASSIGNOR]

                         By:  _______________________
                              Title:

___________________  
3    See Section 8.07(a) of the Credit Agreement.  Such date
shall be at least three Business Days after the execution of
this Assignment and Acceptance.

                         [NAME OF ASSIGNEE]

                         By:  _______________________
                              Title:

                         Domestic Lending Office (and
                         address for notices):  
                         [Address]

                         CD Lending Office:
                         [Address]

                         Eurodollar Lending Office:
                         [Address]

Accepted this ____ day
of ______________, 19__

CHEMICAL BANK, as Administrative 
  Agent

By:  _____________________
Title:

                       EXHIBIT C

     [FORM OF OPINION OF COUNSEL FOR THE BORROWER]

                              ___________ __, 199__

To each of the Banks party to the
  $1,100,000,000 Revolving Credit 
  Agreement, dated as of 
  April 11, 1995, among Union
  Pacific Corporation, certain 
  Co-Arrangers and Co-Agents, said Banks, 
  and Chemical Bank, as Administrative 
  Agent for said Banks;

To Chemical Bank and Citicorp 
  Securities, Inc., as Co-Arrangers;

To Chemical Securities, Inc., as 
  Syndication Agent;

To Citibank, N.A., as Documentation 
  Agent; and

To Chemical Bank, as Administrative Agent

     I am the Assistant General Counsel of Union Pacific
Corporation, a Utah corporation (the "Borrower"), and have acted
in such capacity in connection with the execution and delivery of
the $1,100,000,000 Revolving Credit Agreement, dated as of
April 11, 1995 (the "Agreement"), among the Borrower, certain Co-
Arrangers and Co-Agents, the banks parties thereto and Chemical
Bank, as Administrative Agent.

     This opinion is delivered to you pursuant to
subsection 3.01(c) of the Agreement.  Terms used herein which are
defined in the Agreement shall have the respective meanings set
forth in the Agreement, unless otherwise defined herein.

     In connection with this opinion, I have examined
executed copies of the Agreement and such corporate documents and
records of the Borrower and its Subsidiaries, certificates of
public officials and officers of the Borrower and its
Subsidiaries, and such other documents, as I have deemed
necessary or appropriate for the purposes of this opinion.  In
stating my opinion, I have assumed the genuineness of all
signatures of, and the authority of, persons signing the
Agreement on behalf of parties thereto other than the Borrower,
the authenticity of all documents submitted to me as originals
and the conformity to authentic original documents of all
documents submitted to me as certified, conformed or photostatic
copies.

     Based upon the foregoing, I am of the opinion that:

     1.  The Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Utah.

     2.  The execution, delivery and performance by the
Borrower of the Agreement are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate
action, and do not contravene (i) the Borrower's charter or by-
laws or (ii) any law, statute, regulation or order of any
governmental agency or (iii) to the best of my knowledge, any
contractual restriction binding on or affecting the Borrower. 
The Agreement has been duly executed and delivered by the
Borrower.

     3.  No authorization or approval or other action by,
and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and
performance by the Borrower of the Agreement.

     4.  The Agreement is a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights of creditors
generally and except as the enforceability of the Agreement is
subject to the application of general principles of equity
(regardless of whether considered in a proceeding in equity or at
law), including, without limitation, (a) the possible
unavailability of specific performance, injunctive relief or any
other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

     5.  There is no pending or threatened action or
proceeding affecting the Borrower or any of its consolidated
Subsidiaries before any court, governmental agency or arbitrator,
(i) which purports to affect the legality, validity or
enforceability of the Agreement, or (ii) which may materially
adversely affect the consummation of the Tender Offer, or (iii)
except as set forth in the Borrower's annual report on Form 10-K
for the fiscal year ended December 31, 1994, which may materially
adversely affect the financial condition or operations of the
Borrower or any of its Subsidiaries, taken as a whole.

     The foregoing opinions are subject to the following
comments and qualifications:

     (A)  The enforceability of Section 8.12 of the
Agreement may be limited by (i) laws rendering unenforceable
indemnification contrary to Federal or state securities laws
and the public policy underlying such laws and (ii) laws
limiting the enforceability of provisions exculpating or
exempting a party, or requiring indemnification of a party
for, liability for its own action or inaction, to the extent
the action or inaction involved gross negligence,
recklessness, wilful misconduct or unlawful conduct.

     (B)  The enforceability of provisions in the Agreement
to the effect that terms may not be waived or modified
except in writing may be limited under certain
circumstances.

     (C)  I express no opinion as to (i) the effect of the
laws of any jurisdiction in which any Bank is located (other
than the State of New York) that limit the interest, fees,
or other charges such Bank may impose, (ii) the last
sentence of Section 2.16 of the Agreement, (iii) the first
sentence of Section 8.09 of the Agreement, insofar as such
sentence relates to the subject matter jurisdiction of the
United States District Court for the Southern District of
New York to adjudicate any controversy relating to the
Agreement, and (iv) the waiver of inconvenient forum set
forth in Section 8.09 of the Agreement with respect to
proceedings in federal courts.

     I am a member of the Bar of the State of New York and
do not purport to be an expert on any laws other than the laws of
the State of New York and the federal laws of the United States
of America, and except as provided in the next sentence, this
opinion is limited to the present law of such State and the
present federal law of the United States of America.  To the
extent that this opinion relates to matters under the laws of the
State of Utah, I have relied on the opinion of Steven A.
Goodsell, Esq., the General Solicitor in Utah for Union Pacific
Railroad Company and Utah counsel for the Borrower, a copy of
which is attached hereto.  Such opinion is satisfactory in form
and substance to me and I believe that you and I are justified in
relying thereon.

                         Very truly yours,

                       EXHIBIT D

              [FORM OF OPINION OF SPECIAL
     NEW YORK COUNSEL TO THE ADMINISTRATIVE AGENT]

                                            April [__], 1995

To each of the Banks party to the
  $1,100,000,000 Revolving Credit
  Agreement, dated as of 
  April 11, 1995, among Union
  Pacific Corporation, certain 
  Co-Arrangers and Co-Agents, said Banks, 
  and Chemical Bank, as Administrative 
  Agent for said Banks;

To Chemical Bank and Citicorp 
  Securities, Inc., as Co-Arrangers;

To Chemical Securities, Inc., as 
  Syndication Agent;

To Citibank, N.A., as Documentation 
  Agent; and

To Chemical Bank, as Administrative Agent

             Re:  Union Pacific Corporation

Ladies and Gentlemen:

     We have acted as special New York counsel to Chemical
Bank ("Chemical Bank") as Administrative Agent (as hereinafter
defined) in connection with the Revolving Credit Agreement dated
as of April 11, 1995 (the "Credit Agreement") among Union Pacific
Corporation (the "Borrower"), the banks named therein (the
"Banks"), Chemical Bank and Citicorp Securities, Inc., as Co-
Arrangers (collectively, the "Co-Arrangers"), Chemical
Securities, Inc., as Syndication Agent (the "Syndication Agent")
Citibank, N.A., as Documentation Agent (the "Documentation
Agent"), and Chemical Bank, as administrative agent for the Banks
(in such capacity, the "Administrative Agent"), providing for
loans to be made by the Banks to the Borrower in an aggregate
principal amount not exceeding $1,100,000,000.  Terms defined in
the Credit Agreement are used herein as defined therein.  This
opinion letter is being delivered pursuant to Section 3.01(d) of
the Credit Agreement.

     In rendering the opinions expressed below, we have
examined the following documents, each of which, unless otherwise
indicated, is dated the date hereof:

     (1)  A counterpart of the Credit Agreement executed by
the Borrower and the Administrative Agent (we have been
informed by the Administrative Agent that each Co-Arranger,
each Co-Agent and each Bank has executed at least one
counterpart of the Credit Agreement).

     (2)  A certificate of the Assistant Secretary of the
Borrower with respect to (i) certain resolutions adopted by
the Board of Directors of the Borrower, (ii) the Revised
Articles of Incorporation and the By-laws of the Borrower
and (iii) the incumbency and signatures of certain officers
of the Borrower, delivered pursuant to Sections 3.01(a) and
3.01(b) of the Credit Agreement.

     (3)  An opinion of Richard T. Ressler, Esq., Assistant
General Counsel of the Borrower, delivered pursuant to
Section 3.01(c) of the Credit Agreement.

     (4)  Such records of the Borrower and such other
documents as we have deemed necessary as a basis for the
opinions expressed below.

     In our examination, we have assumed (x) the genuineness
of all signatures, the authenticity of all documents submitted to
us as originals and the conformity with authentic original
documents of all documents submitted to us as copies, and
(y) that no action, consent or approval of, or registration or
filing with, or any other action by, any governmental authority
is or will be required in connection with the transactions
contemplated by the Credit Agreement, except such as have been
made or obtained and are in full force and effect.  When relevant
facts were not independently established, we have relied upon
representations made in or pursuant to the Credit Agreement.

     In rendering the opinions expressed below, we have
assumed, with respect to all of the documents referred to in this
opinion letter, that:

  (i)     such documents have been duly authorized by, have
          been duly executed and delivered by, and (except
          to the extent set forth in the opinions below as
          to the Borrower) constitute legal, valid, binding
          and enforceable obligations of, all of the parties
          to such documents;

 (ii)     all signatories to such documents have been duly
          authorized; and

(iii)     all of the parties to such documents are duly
          organized and validly existing and have the power
          and authority (corporate or other) to execute,
          deliver and perform such documents.

     Based upon and subject to the foregoing and subject
also to the comments and qualifications set forth below, having
considered such questions of law as we have deemed necessary as a
basis for the opinions expressed below, and although we have not
independently considered the matters covered by the opinion
listed in item (3) above to the extent necessary to enable us to
express the conclusions stated therein, we are of the opinion
that:

      (i)  the certificates and opinion referred to in items
(2) and (3) above, respectively, appear to be substantially
responsive to the requirements of Section 3.01 of the Credit
Agreement; and

     (ii)  the Credit Agreement constitutes the legal, valid
and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting
the rights of creditors generally and except as the
enforceability of the Credit Agreement is subject to the
application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law),
including, without limitation, (a) the possible
unavailability of specific performance, injunctive relief or
any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

     The foregoing opinions are subject to the following
comments and qualifications:

     (A)  The enforceability of Section 8.12 of the Credit
Agreement may be limited by (i) laws rendering unenforceable
indemnification contrary to Federal or state securities laws
and the public policy underlying such laws and (ii) laws
limiting the enforceability of provisions exculpating or
exempting a party, or requiring indemnification of a party
for, liability for its own action or inaction, to the extent
the action or inaction involves gross negligence,
recklessness, wilful misconduct or unlawful conduct.

     (B)  The enforceability of provisions in the Credit
Agreement to the effect that terms may not be waived or
modified except in writing may be limited under certain
circumstances.

     (C)  We express no opinion as to (i) the effect of the
laws of any jurisdiction in which any Bank is located (other
than the State of New York) that limit the interest, fees or
other charges such Bank may impose, (ii) the last sentence
of Section 2.16 of the Credit Agreement, (iii) the first
sentence of Section 8.09 of the Credit Agreement, insofar as
such sentence relates to the subject matter jurisdiction of
the United States District Court for the Southern District
of New York to adjudicate any controversy related to the
Credit Agreement, and (iv) the waiver of inconvenient forum
set forth in Section 8.09 of the Credit Agreement with
respect to proceedings in federal courts.

     The foregoing opinions are limited to matters involving
the Federal laws of the United States and the law of the State of
New York, and we do not express any opinion as to the laws of any
other jurisdiction.

     At the request of our client, this opinion letter is,
pursuant to Section 3.01(d) of the Credit Agreement, provided to
you by us in our capacity as special New York counsel to the
Administrative Agent and may not be relied upon by any Person for
any purpose other than in connection with the transactions
contemplated by the Credit Agreement without, in each instance,
our prior written consent.

                         Very truly yours,

WFC/PDR

                                               Exhibit (b)(5)    

                                               [EXECUTION COUNTERPART]

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

                            U.S. $1,200,000,000

                         REVOLVING CREDIT AGREEMENT

                         Dated as of April 11, 1995

                                   Among

                         UNION PACIFIC CORPORATION,

                                as Borrower,

                          THE BANKS NAMED HEREIN,

                                 as Banks,

                               CHEMICAL BANK

                                    and

                         CITICORP SECURITIES, INC.,

                              as Co-Arrangers,

                         CHEMICAL SECURITIES, INC.,

                           as Syndication Agent,

                              CITIBANK, N.A.,

                          as Documentation Agent,

                                    and

                               CHEMICAL BANK,

                          as Administrative Agent

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

                             TABLE OF CONTENTS

                                                                  Page

                                 ARTICLE I
                      DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01. Certain Defined Terms  . . . . . . . . . .   1
          SECTION 1.02. Computation of Time Periods  . . . . . . .  11
          SECTION 1.03. Accounting Terms . . . . . . . . . . . . .  11

                                 ARTICLE II
                     AMOUNTS AND TERMS OF THE ADVANCES 
                           AND SPECIAL RATE LOANS

          SECTION 2.01. The Contract Advances; Special Rate
                         Loans . . . . . . . . . . . . . . . . . .  11
          SECTION 2.02. Making the Contract Advances . . . . . . .  12
          SECTION 2.03. The Auction Advances . . . . . . . . . . .  14
          SECTION 2.04. Conversion and Continuation of Contract
                         Borrowings  . . . . . . . . . . . . . . .  17
          SECTION 2.05. Fees . . . . . . . . . . . . . . . . . . .  19
          SECTION 2.06. Optional Reduction of the Commitments  . .  19
          SECTION 2.07. Repayment of Advances and Special Rate
                         Loans; Prepayment . . . . . . . . . . . .  19
          SECTION 2.08. Interest . . . . . . . . . . . . . . . . .  20
          SECTION 2.09. Interest Rate Determination  . . . . . . .  21
          SECTION 2.10. Alternate Rate of Interest . . . . . . . .  21
          SECTION 2.11. Increased Costs; Increased Capital . . . .  22
          SECTION 2.12. Additional Interest on Eurodollar Rate
                         Advances  . . . . . . . . . . . . . . . .  24
          SECTION 2.13. Change in Legality . . . . . . . . . . . .  24
          SECTION 2.14. Payments and Computations  . . . . . . . .  25
          SECTION 2.15. Taxes on Payments  . . . . . . . . . . . .  26
          SECTION 2.16. Sharing of Payments, Etc.  . . . . . . . .  29
          SECTION 2.17. Removal of a Bank  . . . . . . . . . . . .  29

                           CONDITIONS OF LENDING

          SECTION 3.01. Conditions Precedent to Initial
                         Borrowing . . . . . . . . . . . . . . . .  30
          SECTION 3.02. Conditions Precedent to Each Borrowing . .  31
          SECTION 3.03. Borrowings for General Corporate
                         Purposes. . . . . . . . . . . . . . . . .  31

                                 ARTICLE IV
                       REPRESENTATIONS AND WARRANTIES

          SECTION 4.01. Representations and Warranties of the
                         Borrower  . . . . . . . . . . . . . . . .  32

                                 ARTICLE V
                         COVENANTS OF THE BORROWER

          SECTION 5.01. Affirmative Covenants  . . . . . . . . . .  34
          SECTION 5.02. Negative Covenants . . . . . . . . . . . .  37

                                 ARTICLE VI
                             EVENTS OF DEFAULT

          SECTION 6.01. Events of Default  . . . . . . . . . . . .  43

                                ARTICLE VII
                       THE ADMINISTRATIVE AGENT, ETC.

          SECTION 7.01. Authorization and Action . . . . . . . . .  45
          SECTION 7.02. Administrative Agent's Reliance, Etc.  . .  46
          SECTION 7.03. Chemical Bank and Affiliates . . . . . . .  46
          SECTION 7.04. Bank Credit Decision . . . . . . . . . . .  47
          SECTION 7.05. Indemnification  . . . . . . . . . . . . .  47
          SECTION 7.06. Successor Administrative Agent . . . . . .  48

                                ARTICLE VIII
                               MISCELLANEOUS

          SECTION 8.01. Amendments, Etc. . . . . . . . . . . . . .  48
          SECTION 8.02. Notices, Etc.  . . . . . . . . . . . . . .  49
          SECTION 8.03. No Waiver; Remedies  . . . . . . . . . . .  50
          SECTION 8.04. Costs, Expenses and Taxes  . . . . . . . .  50
          SECTION 8.05. Right of Set-off . . . . . . . . . . . . .  51
          SECTION 8.06. Binding Effect . . . . . . . . . . . . . .  52
          SECTION 8.07. Assignments and Participations . . . . . .  52
          SECTION 8.08. GOVERNING LAW  . . . . . . . . . . . . . .  56
          SECTION 8.09. Submission to Jurisdiction; Service of
                         Process; Jury Trial.  . . . . . . . . . .  56
          SECTION 8.10. Treatment of Certain Information;
                         Confidentiality.  . . . . . . . . . . . .  56
          SECTION 8.11. Execution in Counterparts  . . . . . . . .  58
          SECTION 8.12. Indemnification. . . . . . . . . . . . . .  58

     Schedule I    List of Applicable Lending Offices
     Schedule II   List of Existing Mortgages
     Exhibit A-1   Form of Notice of Contract Borrowing
     Exhibit A-2   Form of Notice of Auction Borrowing
     Exhibit B     Form of Assignment and Acceptance
     Exhibit C     Form of Opinion of Counsel for the Borrower
     Exhibit D     Form of Opinion of Counsel to the Administrative
                    Agent

                                   REVOLVING CREDIT AGREEMENT, dated
                         as of April 11, 1995, among UNION PACIFIC
                         CORPORATION, a Utah corporation (the
                         "Borrower"); the banks listed on the
                         signature pages hereof and any other banks
                         which from time to time become parties hereto
                         pursuant to Section 8.07 of this Agreement
                         (all such banks being referred to herein
                         collectively as the "Banks"); CHEMICAL BANK
                         and CITICORP SECURITIES, INC., as Co-
                         Arrangers (collectively, the "Co-Arrangers");
                         CHEMICAL SECURITIES, INC., as Syndication
                         Agent (the "Syndication Agent"); CITIBANK,
                         N.A., as Documentation Agent (the
                         "Documentation Agent"); and CHEMICAL BANK, as
                         agent for the purposes hereinafter provided
                         (in such capacity, the "Administrative
                         Agent") for the Banks hereunder.

                                 ARTICLE I

                      DEFINITIONS AND ACCOUNTING TERMS

               SECTION 1.01.  Certain Defined Terms.  As used in this
     Agreement, the following terms shall have the following meanings
     (such meanings to be equally applicable to both the singular and
     plural forms of the terms defined):

               "Adjusted CD Rate" means, for each Adjusted CD Rate
     Advance comprising part of the same Contract Borrowing, an
     interest rate per annum (rounded upwards, if necessary, to the
     next 1/100 of 1%) equal to the sum of (a) a rate per annum equal
     to the product of (i) the Fixed CD Rate in effect for the
     Interest Period then applicable to such Advance and (ii) 1.00
     plus the Domestic Reserve Percentage, plus (b) the Assessment
     Rate.  For purposes hereof, the term "Fixed CD Rate" shall mean
     the arithmetic average (rounded upwards, if necessary, to the
     next 1/100 of 1%) of the prevailing rates per annum bid at or
     about 10:00 a.m. (New York City time) to each Reference Bank on
     the first Business Day of the Interest Period then applicable to
     such Contract Borrowing by three New York City negotiable
     certificate of deposit dealers of recognized standing for the
     purchase at face value of negotiable certificates of deposit of
     such Reference Bank in a principal amount approximately equal to
     such Reference Bank's portion of such Contract Borrowing and with
     a maturity comparable to such Interest Period. 

               "Adjusted CD Rate Advance" means a Contract Advance
     that bears interest based on the Adjusted CD Rate.

               "Advance" means any Contract Advance or Auction
     Advance.

               "Agreement" means this Agreement, as amended, modified
     and supplemented from time to time, including, without
     limitation, any such supplement in respect of Auction Advances
     under Section 2.03(a)(v).

               "Alternate Base Rate" means, for any day, a rate per
     annum (rounded upwards, if necessary, to the next 1/16 of 1%)
     equal to the greatest of (a) the Prime Rate in effect on such
     day, (b) the Base CD Rate in effect on such day plus 1% and
     (c) the Federal Funds Effective Rate in effect on such day plus
     1/2 of 1%.  For purposes hereof:  "Prime Rate" shall mean the
     rate of interest per annum publicly announced from time to time
     by Chemical Bank as its prime rate in effect at its principal
     office in New York City; each change in the Prime Rate shall be
     effective on the date such change is publicly announced as
     effective.  "Base CD Rate" shall mean the sum of (a) the product
     of (i) the Three-Month Secondary CD Rate and (ii) 1.00 plus the
     Domestic Reserve Percentage and (b) the Assessment Rate.  "Three-
     Month Secondary CD Rate" shall mean, for any day, the secondary
     market rate for three-month certificates of deposit reported as
     being in effect on such day (or, if such day shall not be a
     Business Day, the next preceding Business Day) by the Board of
     Governors of the Federal Reserve System through the public
     information telephone line of the Federal Reserve Bank of New
     York (which rate will, under the current practices of such Board,
     be published in Federal Reserve Statistical Release H.15(519)
     during the week following such day), or, if such rate shall not
     be so reported on such day or such next preceding Business Day,
     the average of the secondary market quotations for three-month
     certificates of deposit of major money center banks in New York
     City received at approximately 10:00 a.m. (New York City time) on
     such day (or, if such day shall not be a Business Day, on the
     next preceding Business Day) by the Administrative Agent from
     three New York City negotiable certificate of deposit dealers of
     recognized standing selected by it.  "Federal Funds Effective
     Rate" shall mean, for any day, the weighted average of the rates
     on overnight Federal funds transactions with members of the
     Federal Reserve System arranged by Federal funds brokers, as
     published on the next succeeding Business Day by the Federal
     Reserve Bank of New York, or, if such rate is not so published
     for any day which is a Business Day, the average of the
     quotations for the day of such transactions received by the
     Administrative Agent from three Federal funds brokers of
     recognized standing selected by it.  If for any reason the
     Administrative Agent shall have determined (which determination
     shall be conclusive absent manifest error) that it is unable to
     ascertain the Base CD Rate or the Federal Funds Effective Rate or
     both for any reason, including the inability of the
     Administrative Agent to obtain sufficient quotations in
     accordance with the terms hereof, the Alternate Base Rate shall
     be determined without regard to clause (b) or (c), or both, of
     the first sentence of this definition, as appropriate, until the
     circumstances giving rise to such inability no longer exist.  Any
     change in the Alternate Base Rate due to a change in the Prime
     Rate, the Three-Month Secondary CD Rate or the Federal Funds
     Effective Rate shall be effective on the effective date of such
     change in the Prime Rate, the Three-Month Secondary CD Rate or
     the Federal Funds Effective Rate, respectively.

               "Alternate Base Rate Advance" means a Contract Advance
     which bears interest computed at the Alternate Base Rate.

               "Applicable Fee Percentage" means on any date 0.060%.

               "Applicable Lending Office" means, with respect to each
     Bank, such Bank's Domestic Lending Office in the case of an
     Alternate Base Rate Advance, such Bank's CD Lending Office in the
     case of an Adjusted CD Rate Advance, such Bank's Eurodollar
     Lending Office in the case of a Eurodollar Rate Contract Advance
     and, in the case of an Auction Advance, the office or affiliate
     of such Bank notified by such Bank to the Borrower and the
     Administrative Agent as such Bank's Applicable Lending Office
     with respect to such Auction Advance.

               "Applicable Rate" means:

               (i)  with respect to Adjusted CD Rate Advances, the
          Adjusted CD Rate plus 0.315%;

              (ii)  with respect to Alternate Base Rate Advances, the
          Alternate Base Rate; and

             (iii)  with respect to Eurodollar Rate Contract Advances,
          the Eurodollar Rate plus 0.190%

               "Assessment Rate" means for any date the annual rate
     (rounded upwards, if necessary, to the next 1/100 of 1%) most
     recently estimated by the Administrative Agent as the then
     current net annual assessment rate that will be employed in
     determining amounts payable by the Administrative Agent to the
     Federal Deposit Insurance Corporation (or any successor) for
     insurance by such Corporation (or such successor) of time
     deposits made in dollars at the Administrative Agent's domestic
     offices.

               "Assignment and Acceptance" means an assignment and
     acceptance entered into by a Bank and an Eligible Assignee, and
     accepted by the Administrative Agent, in substantially the form
     of Exhibit B hereto.

               "Auction Advance" means an advance by a Bank to the
     Borrower as part of an Auction Borrowing resulting from the
     auction bidding procedure described in Section 2.03, and refers
     to a Fixed Rate Auction Advance or a Eurodollar Rate Auction
     Advance.

               "Auction Borrowing" means a Borrowing consisting of
     simultaneous Auction Advances of the same Type from each of the
     Banks whose offer to make an Auction Advance as part of such
     Borrowing has been accepted by the Borrower under the auction
     bidding procedure described in Section 2.03.

               "Auction Reduction" means, as to any Bank as at any
     date, an amount equal to such Bank's pro rata (in accordance with
     the Commitments) share of the aggregate amount of all Auction
     Advances outstanding on such date (giving effect to the payment
     of any Auction Advances to be made on such date).

               "Borrowing" means a Contract Borrowing or an Auction
     Borrowing.

               "Business Day" means a day of the year on which banks
     are not required or authorized to close in New York City and, if
     the applicable Business Day relates to any Eurodollar Rate
     Advances, on which dealings in dollar deposits are carried on in
     the London interbank market.

               "CD Lending Office" means, with respect to any Bank,
     the office or affiliate of such Bank specified as its "CD Lending
     Office" opposite its name on Schedule I hereto or in the
     Assignment and Acceptance pursuant to which it became a Bank (or,
     if no such office or affiliate is specified, its Domestic Lending
     Office), or such other office or affiliate of such Bank as such
     Bank may from time to time specify to the Borrower and the
     Administrative Agent. 

               "Chemical Bank" means Chemical Bank, a New York banking
     corporation, and its successors.

               "Closing Date" means the date of this Agreement.

               "CNW" means Chicago and North Western Transportation
     Company, a Delaware corporation.

               "Co-Agents" means, collectively, the Syndication Agent,
     the Documentation Agent and the Administrative Agent.

               "Code" means the Internal Revenue Code of 1986, as the
     same may be amended from time to time.

               "Commitment" has the meaning specified in
     Section 2.01(a).

               "Contract Advance" means an advance by a Bank to the
     Borrower as part of a Contract Borrowing and refers to an
     Adjusted CD Rate Advance, an Alternate Base Rate Advance or a
     Eurodollar Rate Contract Advance.

               "Contract Borrowing" means a Borrowing consisting of
     simultaneous Contract Advances of the same Type made ratably by
     all of the Banks pursuant to Section 2.01(a).

               "Debt" means (i) indebtedness for borrowed money,
     (ii) obligations evidenced by bonds, debentures, notes or other
     similar instruments, (iii) obligations to pay the deferred
     purchase price of property (excluding obligations under
     agreements for the purchase of goods in the normal course of
     business, but including obligations under agreements relating to
     the issuance of performance letters of credit or acceptance
     financing), (iv) obligations as lessee under leases which shall
     have been or should be, in accordance with generally accepted
     accounting principles, recorded as capital leases, (v)
     obligations under direct or indirect guaranties in respect of,
     and obligations (contingent or otherwise) to purchase or
     otherwise acquire, or otherwise to assure a creditor against loss
     in respect of, indebtedness or obligations of others of the kinds
     referred to in clauses (i) through (iv) above and (vi)
     liabilities in respect of unfunded vested benefits under Plans
     covered by Title IV of ERISA; provided, however, that (x) for the
     purposes of Section 5.02(a), "Debt" means only indebtedness for
     borrowed money (however evidenced) and (y) for the purposes of
     Section 6.01(e), "Debt" means only (1) the obligations described
     in clauses (i), (ii) and (iii) above and (2) the obligations
     described in clause (v) above (to the extent such obligations
     relate to Debt described in clause (i) or (ii) above).

               "Default" means any condition or event which, after
     notice or lapse of time, or both, would constitute an Event of
     Default.

               "Domestic Lending Office" means, with respect to any
     Bank, the office or affiliate of such Bank specified as its
     "Domestic Lending Office" opposite its name on Schedule I hereto
     or in the Assignment and Acceptance pursuant to which it became a
     Bank, or such other office or affiliate of such Bank as such Bank
     may from time to time specify to the Borrower and the
     Administrative Agent.

               "Domestic Reserve Percentage" means, for any Interest
     Period, the reserve percentage applicable on the first day of
     such Interest Period under regulations issued from time to time
     by the Board of Governors of the Federal Reserve System (or any
     successor) for determining the maximum reserve requirement
     (including, but not limited to, any emergency, supplemental or
     other marginal reserve requirement) for a member bank of the
     Federal Reserve System in New York City with deposits exceeding
     one billion dollars with respect to liabilities consisting of or
     including (among other liabilities) U.S. dollar nonpersonal time
     deposits in the United States with a maturity equal to such
     Interest Period.

               "Eligible Assignee" means:  

               (a)  any of the following entities approved in writing
     by the Borrower in its sole discretion and notified to the
     Administrative Agent, and then only to the extent of a proposed
     assignment approved in writing by the Borrower in its sole
     discretion and notified to the Administrative Agent:  (i) a
     commercial bank organized under the laws of the United States, or
     any state thereof, and having total assets in excess of
     $3,000,000,000 and a combined capital and surplus of at least
     $150,000,000; (ii) a commercial bank organized under the laws of
     any other country which is a member of the OECD, or a political
     subdivision of any such country, and having total assets in
     excess of $3,000,000,000 and a combined capital and surplus of at
     least $150,000,000, provided that such bank is acting through a
     branch or agency located in the United States, in the country in
     which it is organized or in another country which is also a
     member of the OECD; and (iii) the central bank of any country
     which is a member of the OECD; and

               (b)  an affiliate of the assigning Bank (for which
     purposes "affiliate" means a Person controlling, controlled by or
     under common control with such assigning Bank).

               "ERISA" means the Employee Retirement Income Security
     Act of 1974, as amended from time to time.

               "ERISA Affiliate" means any trade or business (whether
     or not incorporated) which is a member of a group of which the
     Borrower is a member and which is under common control within the
     meaning of the regulations under Section 414 of the Code. 

               "Eurocurrency Liabilities" has the meaning assigned to
     that term in Regulation D of the Board of Governors of the
     Federal Reserve System (or any successor regulation), as in
     effect from time to time.

               "Eurodollar Lending Office" means, with respect to any
     Bank, the office or affiliate of such Bank specified as its
     "Eurodollar Lending Office" opposite its name on Schedule I
     hereto or in the Assignment and Acceptance pursuant to which it
     became a Bank (or, if no such office or affiliate is specified,
     its Domestic Lending Office), or such other office or affiliate
     of such Bank as such Bank may from time to time specify to the
     Borrower and the Administrative Agent.

               "Eurodollar Rate" means, for each Eurodollar Rate
     Advance comprising part of the same Borrowing, an interest rate
     per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
     equal to the average of the rates at which deposits in U.S.
     dollars in immediately available funds approximately equal in
     principal amount to (i) in the case of a Contract Borrowing, the
     portion of such Eurodollar Rate Contract Advance of the Bank
     serving as Administrative Agent and (ii) in the case of an
     Auction Borrowing, a principal amount that would have been the
     portion of such Auction Borrowing of the Bank serving as
     Administrative Agent had such Auction Borrowing been a Contract
     Borrowing, and for a maturity comparable to (a) in the case of a
     Contract Borrowing, the Interest Period then applicable to such
     Contract Advance and (b) in the case of an Auction Borrowing, the
     maturity of such Auction Advance, are offered to the principal
     London offices of the Reference Banks (or if any Reference Bank
     does not at the time maintain a London office, the principal
     London office of any affiliate of such Reference Bank) in the
     London interbank market at approximately 11:00 a.m. (London time)
     two Business Days prior to (x) the commencement of the Interest
     Period then applicable to such Contract Advance or (y) the making
     of such Auction Advance, as the case may be.

               "Eurodollar Rate Advance" means any Eurodollar Rate
     Contract Advance or Eurodollar Rate Auction Advance.

               "Eurodollar Rate Auction Advance" means an Auction
     Advance which bears interest based on the Eurodollar Rate.

               "Eurodollar Rate Contract Advance" means a Contract
     Advance which bears interest based on the Eurodollar Rate.

               "Eurodollar Rate Reserve Percentage" of any Bank for
     any Eurodollar Rate Advance means the reserve percentage
     applicable to such Bank on (i) in the case of a Contract Advance,
     the first day of the Interest Period then applicable to such
     Contract Advance and (ii) in the case of an Auction Advance, the
     date of such Auction Advance, under regulations issued from time
     to time by the Board of Governors of the Federal Reserve System
     (or any successor) for determining the reserve requirement
     (including, without limitation, any emergency, supplemental or
     other marginal reserve requirement) under Regulation D
     promulgated by the Board of Governors of the Federal Reserve
     System, or any successor or supplemental regulations, then
     applicable to such Bank with respect to liabilities or assets
     consisting of or including Eurocurrency Liabilities having a term
     equal to such Interest Period or the term of such Auction
     Advance, as the case may be.

               "Events of Default" has the meaning specified in
     Section 6.01.

               "Financial Officer" of any corporation shall mean the
     chief financial officer, principal accounting officer, Treasurer
     or Controller of such corporation.

               "Fixed Rate" means an interest rate per annum
     (expressed in the form of a decimal to no more than four decimal
     places) specified by a Bank making an Auction Advance under the
     auction bidding procedure described in Section 2.03.

               "Fixed Rate Auction Advance" means an Auction Advance
     which bears interest based on the Fixed Rate.

               "Interest Period" means, for each Contract Advance
     comprising part of the same Contract Borrowing, the period
     commencing on the date of such Contract Advance or on the last
     day of the immediately preceding Interest Period applicable to
     such Contract Advance, as the case may be, and ending on the last
     day of the period selected by the Borrower pursuant to the
     provisions below.  The duration of each such Interest Period
     shall be (a) in the case of an Alternate Base Rate Advance, until
     the next succeeding March 31, June 30, September 30 or
     December 31, (b) in the case of an Adjusted CD Rate Advance, 30,
     60, 90 or 180 days and (c) in the case of a Eurodollar Rate
     Contract Advance, 1 month or 2, 3 or 6 months, as the Borrower
     may select (in the case of clause (b) or (c)) by notice to the
     Administrative Agent pursuant to Section 2.02(a); provided,
     however, that:  

               (i)  Interest Periods commencing on the same date for
          Contract Advances comprising part of the same Contract
          Borrowing shall be of the same duration;

              (ii)  subject to clause (iii) below, whenever the last
          day of any Interest Period would otherwise occur on a day
          other than a Business Day in both New York City and London,
          the last day of such Interest Period shall be extended to
          occur on the next succeeding Business Day in both such
          cities, provided, in the case of any Interest Period for a
          Eurodollar Rate Contract Advance, that if such extension
          would cause the last day of such Interest Period to occur in
          the next following calendar month, the last day of such
          Interest Period shall occur on the next preceding Business
          Day in both such cities; and

             (iii)  no Interest Period shall end on a date later than
          the Maturity Date.

               "Majority Banks" means at any time Banks that in the
     aggregate (a) represent at least 66-2/3% of the Commitments and
     (b) after the expiry or termination of the Commitments, represent
     at least 66-2/3% of the aggregate unpaid principal amount of the
     Advances and Special Rate Loans.

               "Margin Stock" means "margin stock" within the meaning
     of Regulation U.

               "Material Plan" means either (i) a Plan under which the
     present value of the vested benefits exceeds the fair market
     value of the assets of such Plan allocable to such benefits by
     more than $20,000,000 or (ii) a Plan whose assets have a market
     value in excess of $100,000,000.

               "Maturity Date" means the date 364 days after the
     Closing Date; provided that if such date is not a Business Day,
     the Maturity Date shall be the immediately preceding Business
     Day.

               "Merger Agreement" means the Agreement and Plan of
     Merger, dated as of March 16, 1995, by and among the Borrower, UP
     Rail, Inc. and CNW, as from time to time amended (without
     prejudice to Section 5.02(f)).

               "Multiemployer Plan" means a "multiemployer plan" as
     defined in Section 4001(a)(3) of ERISA to which the Borrower or
     any ERISA Affiliate is making or accruing an obligation to make
     contributions, or has within any of the preceding three plan
     years made or accrued an obligation to make contributions.

               "Notice of Contract Borrowing" has the meaning
     specified in Section 2.02(a).

               "Notice of Auction Borrowing" has the meaning specified
     in Section 2.03(a).

               "$1,100,000,000 Agreement" means the $1,100,000,000
     Revolving Credit Agreement, dated as of April 11, 1995, among the
     Borrower, the banks named therein (which include certain of the
     Banks), the co-arrangers, syndication agent and documentation
     agent named therein and Chemical Bank, as administrative agent
     for said banks, as from time to time amended.

               "$1,400,000,000 Credit Agreement" means the
     $1,400,000,000 Revolving Credit Agreement, dated as of March 2,
     1993, among the Borrower, the banks named therein (which include
     certain of the Banks), the co-agents named therein and Chemical
     Bank, as administrative agent for said banks, as from time to
     time amended.

               "OECD" means the Organization for Economic Cooperation
     and Development.

               "Participating Bank" has the meaning specified in
     Section 2.03(a)(v).

               "PBGC" means the Pension Benefit Guaranty Corporation
     and any entity succeeding to any or all of its functions under
     ERISA.

               "Person" means an individual, partnership, corporation
     (including a business trust), joint stock company, trust,
     unincorporated association, joint venture or other entity, or a
     government or any political subdivision or agency thereof.

               "Plan" means an employee benefit plan (other than a
     Multiemployer Plan) maintained for employees of the Borrower or
     any ERISA Affiliate and covered by Title IV of ERISA.

               "Railroads" means Union Pacific Railroad Company,
     Missouri Pacific Railroad Company, and, after substantially all
     shares of the capital stock of CNW (or the surviving corporation
     pursuant to the Merger Agreement) shall have been acquired
     (directly or indirectly) by the Borrower pursuant to the approval
     or exemption (if required) of the Interstate Commerce Commission
     (or any successor agency having jurisdiction), Chicago and North
     Western Railway Company and Western Railroad Properties,
     Incorporated, in each case together with their respective
     successors. 

               "Reference Banks" means Chemical Bank, Citibank, N.A.
     and Morgan Guaranty Trust Company of New York, and such other
     additional or substitute financial institutions as may be agreed
     to by the Borrower, the Administrative Agent and the Majority
     Banks from time to time.

               "Register" has the meaning specified in
     Section 8.07(c).

               "Regulation U" means Regulation U issued by the Board
     of Governors of the Federal Reserve System, as from time to time
     amended.

               "Reportable Event" means an event described in Section
     4043(b) of ERISA with respect to which the 30-day notice
     requirement has not been waived by the PBGC.

               "Special Rate Loan" means any loan made by a Bank to
     the Borrower pursuant to Section 2.01(b).

               "Special Rate Loan Reduction" means, as to any Bank as
     at any date, an amount equal to such Bank's pro rata (in
     accordance with the Commitments) share of the aggregate amount of
     all Special Rate Loans outstanding on such date (giving effect to
     the payment of any Special Rate Loans to be made on such date).

               "Subsidiary" of a Person means any corporation or other
     similar entity of which more than 50% of the outstanding capital
     stock having ordinary voting power to elect a majority of the
     Board of Directors of such corporation or entity (irrespective of
     whether or not at the time capital stock of any other class or
     classes of such corporation or entity shall or might have voting
     power upon the occurrence of any contingency) is at the time
     directly or indirectly owned by such Person, by such Person and
     one or more other Subsidiaries of such Person, or by one or more
     other Subsidiaries of such Person.

               "Tender Offer" means the offer by UP Rail, Inc., a Utah
     corporation and wholly owned Subsidiary of the Borrower, to
     purchase for cash all of the shares of common stock of CNW not
     otherwise owned by the Borrower or any of its affiliates, dated
     March 23, 1995, as from time to time amended (without prejudice
     to Section 5.02(f)).

               "Tender Offer Materials" means, collectively, (i) the
     Offer to Purchase for Cash All Outstanding Shares of Common Stock
     of Chicago and North Western Transportation Company at $35.00 Net
     Per Share by UP Rail, Inc. dated March 23, 1995, (ii) the related
     Letter of Transmittal and (iii) the Tender Offer Statement on
     Schedule 14D-1 with respect to the Tender Offer filed with the
     Securities and Exchange Commission, as any of the same may be
     from time to time amended or extended.

               "Termination Date" means the Maturity Date or the
     earlier date of termination in whole of the Commitments pursuant
     to Section 2.06 or 6.01.

               "Termination Event" means (i) a "Reportable Event"
     described in Section 4043 of ERISA and the regulations issued
     thereunder (other than a "Reportable Event" not subject to the
     provision for 30-day notice to the PBGC under such regulations),
     or (ii) the withdrawal of the Borrower or any of its ERISA
     Affiliates from a Plan during a plan year in which it was a
     "substantial employer" as defined in Section 4001(a)(2) of ERISA,
     or (iii) the filing of a notice of intent to terminate a Plan or
     the treatment of a Plan amendment as a termination under Section
     4041 of ERISA, or (iv) the institution of proceedings to
     terminate a Plan by the PBGC, or (v) any other event or condition
     which might constitute grounds under Section 4042 of ERISA for
     the termination of, or the appointment of a trustee to
     administer, any Plan.

               "Type", when used in respect of any Advance or
     Borrowing, refers to the Rate by reference to which interest on
     such Advance or on the Advances comprising such Borrowing is
     determined.  For purposes hereof, "Rate" shall include the
     Eurodollar Rate, the Adjusted CD Rate, the Alternate Base Rate
     and the Fixed Rate.

               SECTION 1.02.  Computation of Time Periods.  In this
     Agreement in the computation of periods of time from a specified
     date to a later specified date, the word "from" means "from and
     including" and the words "to" and "until" each means "to but
     excluding".

               SECTION 1.03.  Accounting Terms.  All accounting terms
     not specifically defined herein shall be construed in accordance
     with generally accepted accounting principles consistent with
     those applied in the preparation of the financial statements
     referred to in Section 4.01(e).

                                 ARTICLE II

                     AMOUNTS AND TERMS OF THE ADVANCES 
                           AND SPECIAL RATE LOANS

               SECTION 2.01.  The Contract Advances; Special Rate
     Loans.  (a)  Each Bank severally agrees, on the terms and
     conditions hereinafter set forth, to make Contract Advances to
     the Borrower from time to time on any Business Day during the
     period from the Closing Date until the Termination Date in an
     aggregate amount not to exceed at any time outstanding the
     excess, if any, of (i) the amount set opposite such Bank's name
     on the signature pages to this Agreement, as such amount may be
     reduced pursuant to Section 2.06 or increased pursuant to
     Section 2.17 or reduced or increased pursuant to Section 8.07
     (such Bank's obligation to make such Advances being hereinafter
     referred to as such Bank's "Commitment") over (ii) the aggregate
     amount of (x) such Bank's Special Rate Loan Reduction, if any,
     and (y) such Bank's Auction Reduction, if any; provided, however,
     that at no time shall the aggregate outstanding principal amount
     of Contract Advances, Auction Advances and Special Rate Loans
     exceed the aggregate amount of the Commitments.  Each Contract
     Borrowing shall be in an aggregate amount not less than
     $10,000,000 (subject to the terms of this Section 2.01(a)) or an
     integral multiple of $1,000,000 in excess thereof and shall
     consist of Contract Advances of the same Type made on the same
     day by the Banks ratably according to their respective
     Commitments.

               (b)   Upon the request of the Borrower, each Bank may,
     in its sole discretion, from time to time on any Business Day
     during the period from the Closing Date until the Termination
     Date, extend loans to the Borrower in an aggregate amount not
     less than $10,000,000 or an integral multiple of $1,000,000 in
     excess thereof, at an interest rate and upon repayment terms to
     be mutually agreed upon between such Bank and the Borrower
     ("Special Rate Loans").  The amount of any Special Rate Loan made
     by a Bank may exceed such Bank's Commitment; provided that at no
     time shall the aggregate amount of Contract Advances, Auction
     Advances and Special Rate Loans outstanding exceed the aggregate
     amount of the Commitments.  Notwithstanding any other provision
     of this Agreement, (i) any Special Rate Loan shall be made by a
     Bank directly to the Borrower; (ii) all payments in respect of
     any Special Rate Loan shall be made by the Borrower directly to
     the Bank which made such loan; (iii) Special Rate Loans need not
     be made on a pro rata basis among the Banks; and (iv) each
     Special Rate Loan shall be entitled to the benefits of the
     provisions contained in Articles V and VI and Sections 8.05 and
     8.07 hereof unless otherwise agreed by the Borrower and the Bank
     which made such loan with written notice to the Administrative
     Agent.  On each date when any Bank makes a Special Rate Loan, the
     Borrower and such Bank shall notify the Administrative Agent
     thereof (and the Administrative Agent shall promptly notify the
     other Banks), specifying the principal amount of such Special
     Rate Loan, the interest rate thereon, the repayment terms and the
     maturity thereof.

               (c)  Within the limits and on the conditions set forth
     in this Section 2.01, the Borrower may from time to time borrow
     under this Section 2.01, repay pursuant to Sections 2.07(a) and
     2.07(b), as appropriate, prepay under Section 2.07(d) and
     reborrow under this Section 2.01 and borrow under Section 2.03.  

               SECTION 2.02.  Making the Contract Advances.  (a)  Each
     Contract Borrowing shall be made on notice, given (i) in the case
     of a Borrowing consisting of Alternate Base Rate Advances, not
     later than 10:30 a.m. (New York City time) on the day of the
     proposed Borrowing; (ii) in the case of a Borrowing consisting of
     Adjusted CD Rate Advances, not later than 10:30 a.m. (New York
     City time) on the second Business Day prior to the day of the
     proposed Borrowing; and (iii) in the case of a Borrowing
     consisting of Eurodollar Rate Contract Advances, not later than
     10:30 a.m. (New York City time) on the third Business Day prior
     to the date of the proposed Borrowing, by the Borrower to the
     Administrative Agent, which shall give to each Bank prompt notice
     thereof by cable or telecopy.  Each such notice of a Contract
     Borrowing (a "Notice of Contract Borrowing") shall be in
     substantially the form of Exhibit A-1 hereto, specifying therein
     the requested (i) date of such Contract Borrowing, (ii) Type of
     Contract Advances comprising such Contract Borrowing,
     (iii) aggregate amount of such Contract Borrowing and
     (iv) Interest Period.  Each Bank shall, before 12:00 noon (New
     York City time) on the date of any such Contract Borrowing, make
     available for the account of its Applicable Lending Office to the
     Administrative Agent at its address referred to in Section 8.02,
     in same-day funds, such Bank's ratable portion of such Contract
     Borrowing.  Upon the Administrative Agent's receipt of such funds
     and upon fulfillment of the applicable conditions set forth in
     Article III, the Administrative Agent will make such funds
     available to the Borrower at the Administrative Agent's aforesaid
     address.

               (b)  Each Notice of Contract Borrowing shall be
     irrevocable and binding on the Borrower.  In the case of any
     Contract Borrowing which the related Notice of Contract Borrowing
     specifies is to be comprised of Eurodollar Rate Contract Advances
     or Adjusted CD Rate Advances, the Borrower shall indemnify each
     Bank against any loss, cost or expense incurred by such Bank as a
     result of any failure by the Borrower to complete such Borrowing
     (whether or not due to a failure to fulfill on or before the date
     specified in such Notice of Contract Borrowing the applicable
     conditions set forth in Article III), such losses, costs and
     expenses to include, without limitation, any loss (including loss
     of anticipated profits), cost or expense incurred by reason of
     the liquidation or reemployment of deposits or other funds
     acquired by such Bank to fund the Contract Advance to be made by
     such Bank as part of such Contract Borrowing when such Contract
     Advance, as a result of such failure, is not made on such date.

               (c)  Unless the Administrative Agent shall have
     received notice from a Bank prior to the date of any Contract
     Borrowing that such Bank will not make available to the
     Administrative Agent such Bank's ratable portion of such Contract
     Borrowing, the Administrative Agent may assume that such Bank has
     made such portion available to the Administrative Agent on the
     date of such Contract Borrowing in accordance with subsection (a)
     of this Section 2.02 and the Administrative Agent may, in
     reliance upon such assumption, make available to the Borrower on
     such date a corresponding amount.  If and to the extent that such
     Bank shall not have so made such ratable portion available to the
     Administrative Agent, such Bank and the Borrower severally agree
     to repay to the Administrative Agent forthwith on demand such
     corresponding amount, together with interest thereon, for each
     day from the date such amount is made available to the Borrower
     until the date such amount is repaid to the Administrative Agent,
     at (i) in the case of the Borrower, the interest rate applicable
     at the time to Contract Advances comprising such Contract
     Borrowing and (ii) in the case of such Bank, an interest rate
     equal at all times to the Federal Funds Effective Rate (as
     defined in the definition of Alternate Base Rate in
     Section 1.01).  If such Bank shall repay to the Administrative
     Agent such corresponding amount, such amount so repaid shall
     constitute such Bank's Contract Advance as part of such Contract
     Borrowing for purposes of this Agreement.  

               (d)  The failure of any Bank to make the Contract
     Advance to be made by it as part of any Contract Borrowing shall
     not relieve any other Bank of its obligation, if any, hereunder
     to make its Contract Advance on the date of such Contract
     Borrowing, but no Bank shall be responsible for the failure of
     any other Bank to make the Contract Advance to be made by such
     other Bank on the date of any Contract Borrowing.

               SECTION 2.03.  The Auction Advances.  (a)  Each Bank
     severally agrees that the Borrower may make Auction Borrowings
     under this Section 2.03 from time to time on any Business Day
     during the period from the Closing Date until the Termination
     Date, in each case on the terms and conditions hereinafter set
     forth; provided, however, that at no time shall the aggregate
     amount of Contract Advances, Auction Advances and Special Rate
     Loans outstanding exceed the aggregate amount of the Commitments. 
     Each Auction Borrowing shall consist of Auction Advances of the
     same Type made on the same day.

               (i)   The Borrower may request an Auction Borrowing
          under this Section 2.03 by delivering to the Administrative
          Agent (A) in the case of a Borrowing consisting of Fixed
          Rate Auction Advances, by not later than 10:00 a.m. (New
          York City time) one day prior to the day of the proposed
          Auction Borrowing, and (B) in the case of a Borrowing
          consisting of Eurodollar Rate Auction Advances, by not later
          than 10:00 a.m. (New York City time) on the fourth Business
          Day prior to the date of the proposed Auction Borrowing, a
          notice of an Auction Borrowing (a "Notice of Auction
          Borrowing"), in substantially the form of Exhibit A-2 hereto
          specifying the proposed (1) date of such Auction Borrowing,
          (2) Type of Auction Advances comprising such Auction
          Borrowing, (3) aggregate amount (which shall not be less
          than $10,000,000 or an integral multiple of $1,000,000 in
          excess thereof) of such Auction Borrowing, (4) maturity date
          for repayment of each Auction Advance to be made as part of
          such Auction Borrowing (which maturity date shall be, in the
          case of a Fixed Rate Auction Borrowing, not earlier than
          seven days after the date of such Borrowing, and, in the
          case of a Eurodollar Rate Auction Borrowing, not later than
          1 month or 2, 3 or 6 months after the date of such
          Borrowing, as the Borrower shall elect) and (5) any other
          terms to be applicable to such Auction Borrowing.  The
          Administrative Agent shall in turn promptly notify (by cable
          or telecopy) each Bank of each request for an Auction
          Borrowing received by it from the Borrower and of the terms
          contained in such Notice of Auction Borrowing.

              (ii)  Each Bank shall, if, in its sole discretion, it
          elects to do so, irrevocably offer to make one or more
          Auction Advances to the Borrower as part of such proposed
          Auction Borrowing at a rate or rates of interest specified
          by such Bank in its sole discretion, by notifying (by
          telecopy, cable or telephone (in the case of telephone,
          immediately confirmed by telecopy)) the Administrative Agent
          (which shall give prompt notice thereof to the Borrower),
          (A) in the case of a Fixed Rate Auction Borrowing, before
          10:00 a.m. (New York City time) on the date of such proposed
          Auction Borrowing specified in the Notice of Auction
          Borrowing delivered with respect thereto, and (B) in the
          case of a Eurodollar Rate Auction Borrowing, before
          10:00 a.m. (New York City time) on the third Business Day
          prior to the date of such proposed Auction Borrowing
          specified in the Notice of Auction Borrowing delivered with
          respect thereto, of the maximum amount of each Auction
          Advance which such Bank would be willing to make as part of
          such proposed Auction Borrowing (which amount may, subject
          to the proviso to the first sentence of this Section
          2.03(a), exceed such Bank's Commitment), the rate or rates
          of interest therefor (and whether reserves are included
          therein) and such Bank's Applicable Lending Office with
          respect to each such Auction Advance and any other terms and
          conditions required by such Bank; provided that, if the Bank
          then acting as Administrative Agent shall, in its sole
          discretion, elect to make any such offer, it shall notify
          the Borrower of such offer before 9:45 a.m. (New York City
          time) on the date specified herein for notice of offers by
          the other Banks.  If any Bank shall fail to notify the
          Administrative Agent, before the time specified herein for
          notice of offers, that it elects to make such an offer, such
          Bank shall be deemed to have elected not to make such an
          offer, and such Bank shall not be obligated or entitled to,
          and shall not, make any Auction Advance as part of such
          Auction Borrowing.  If any Bank shall provide telephonic
          notice to the Administrative Agent of its election to make
          an offer, but such telephonic notice has not been confirmed
          by telecopy to the Administrative Agent at or before the
          time specified herein for notice of offers, the
          Administrative Agent may, in its sole discretion and without
          liability to such Bank or the Borrower, elect whether or not
          to provide notice thereof to the Borrower.

             (iii)  The Borrower shall, in turn, (A) in the case of a
          Fixed Rate Auction Borrowing, before 11:00 a.m. (New York
          City time) on the date of such proposed Auction Borrowing
          specified in the Notice of Auction Borrowing delivered with
          respect thereto, and (B) in the case of a Eurodollar Rate
          Auction Borrowing, before 11:00 a.m. (New York City time) on
          the third Business Day prior to the date of such proposed
          Auction Borrowing specified in the Notice of Auction
          Borrowing delivered with respect thereto, either:

                    (x)  cancel such proposed Auction Borrowing by
               giving the Administrative Agent notice to that effect,
               or  

                    (y)  accept one or more of the offers made by any
               Bank or Banks pursuant to paragraph (ii) above, in its
               sole discretion, by giving notice to the Administrative
               Agent of the amount of each Auction Advance (which
               amount shall be equal to or greater than $1,000,000,
               and equal to or less than the maximum amount offered by
               such Bank, notified to the Borrower by the
               Administrative Agent on behalf of such Bank for such
               Auction Advance pursuant to paragraph (ii) above) to be
               made by each Bank as part of such Auction Borrowing,
               and reject any remaining offers made by Banks pursuant
               to paragraph (ii) above, by giving the Administrative
               Agent notice to that effect; provided, however, that
               the aggregate amount of such offers accepted by the
               Borrower shall be equal at least to $10,000,000 or an
               integral multiple of $1,000,000 in excess thereof.

              (iv)  If the Borrower notifies the Administrative Agent
          that such Auction Borrowing is canceled pursuant to
          paragraph (iii)(x) above, the Administrative Agent shall
          give prompt notice (by cable or telecopy) thereof to the
          Banks, and such Auction Borrowing shall not be made.

               (v)  If the Borrower accepts one or more of the offers
          made by any Bank or Banks pursuant to paragraph (iii)(y)
          above, such offer or offers and the Notice of Auction
          Borrowing in respect thereof shall constitute a supplement
          to this Agreement in respect of such Auction Borrowing and
          the Auction Advances made pursuant thereto, and the
          Administrative Agent shall in turn promptly notify (A) each
          Bank that has made an offer as described in paragraph (ii)
          above of the date and aggregate amount of such Auction
          Borrowing, the interest rate thereon and whether or not any
          offer or offers made by such Bank pursuant to paragraph (ii)
          above have been accepted by the Borrower and (B) each Bank
          that is to make an Auction Advance as part of such Auction
          Borrowing (a "Participating Bank" as to such Auction
          Borrowing) of the amount of each Auction Advance to be made
          by such Bank as part of such Auction Borrowing and the
          maturity date for the repayment of each such Auction Advance
          (together with a confirmation of the Administrative Agent's
          understanding of the interest rate and any other terms
          applicable to each such Auction Advance; the Administrative
          Agent shall assume, unless notified by such Bank to the
          contrary, that its understanding of such information is
          correct).  Each such Participating Bank shall, before 12:00
          noon (New York City time) on the date of such Auction
          Borrowing specified in the notice received from the
          Administrative Agent pursuant to clause (A) of the preceding
          sentence, make available for the account of its Applicable
          Lending Office to the Administrative Agent at its address
          referred to in Section 8.02 such Bank's portion of such
          Auction Borrowing, in same-day funds.  Upon fulfillment of
          the applicable conditions set forth in Article III and after
          receipt by the Administrative Agent of such funds, the
          Administrative Agent will make such funds available to the
          Borrower at the Administrative Agent's aforesaid address. 
          Promptly after each Auction Borrowing, the Administrative
          Agent will notify each Bank of the amount of the Auction
          Borrowing, such Bank's Auction Reduction resulting therefrom
          and the date upon which such Auction Reduction commenced and
          is anticipated to terminate.

               (b)  Within the limits and on the conditions set forth
     in this Section 2.03, the Borrower may from time to time borrow
     under this Section 2.03, repay pursuant to Section 2.07(c),
     prepay under Section 2.07(d) and reborrow under this Section 2.03
     and borrow under Section 2.01.  

               SECTION 2.04.  Conversion and Continuation of Contract
     Borrowings.  The Borrower shall have the right at any time upon
     prior irrevocable notice to the Administrative Agent (i) not
     later than 12:00 noon (New York City time), one Business Day
     prior to conversion, to convert any Borrowing consisting of
     Eurodollar Rate Contract Advances or Adjusted CD Rate Advances
     into a Borrowing consisting of Alternate Base Rate Advances, (ii)
     not later than 10:00 a.m. (New York City time), two Business Days
     prior to conversion or continuation, to convert any Borrowing
     consisting of Eurodollar Rate Contract Advances or Alternate Base
     Rate Advances into a Borrowing consisting of Adjusted CD Rate
     Advances or to continue any Borrowing consisting of Adjusted CD
     Rate Advances for an additional Interest Period, (iii) not later
     than 10:00 a.m. (New York City time), three Business Days prior
     to conversion or continuation, to convert any Borrowing
     consisting of Alternate Base Rate Advances or Adjusted CD Rate
     Advances into a Borrowing consisting of Eurodollar Rate Contract
     Advances or to continue any Borrowing consisting of Eurodollar
     Rate Contract Advances for an additional Interest Period,
     (iv) not later than 10:00 a.m. (New York City time), three
     Business Days prior to conversion, to convert the Interest Period
     with respect to any Borrowing consisting of Eurodollar Rate
     Contract Advances to another permissible Interest Period, and
     (v) not later than 10:00 a.m. (New York City time), two Business
     Days prior to conversion, to convert the Interest Period with
     respect to any Borrowing consisting of Adjusted CD Rate Advances
     to another permissible Interest Period, subject in each case to
     the following:

               (a)  each conversion or continuation shall be made pro
          rata among the Banks in accordance with the respective
          principal amounts of the Advances comprising the converted
          or continued Contract Borrowing;

               (b)  if less than all the outstanding principal amount
          of any Contract Borrowing shall be converted or continued,
          the aggregate principal amount of such Contract Borrowing
          converted or continued shall be an amount of $10,000,000 or
          an integral multiple of $1,000,000 in excess thereof;  

               (c)  accrued interest on an Advance (or portion
          thereof) being converted shall be paid by the Borrower at
          the time of conversion;  

               (d)  if any Borrowing consisting of Eurodollar Rate
          Contract Advances or Adjusted CD Rate Advances is converted
          at a time other than the end of the Interest Period
          applicable thereto, the Borrower shall pay, upon demand, any
          amounts due to the Banks pursuant to Section 8.04(b) as a
          result of such conversion; 

               (e)  any portion of a Contract Borrowing maturing or
          required to be repaid in less than one month may not be
          converted into or continued as a Borrowing consisting of
          Eurodollar Rate Contract Advances;

               (f)  any portion of a Borrowing maturing or required to
          be repaid in less than 30 days may not be converted into or
          continued as a Borrowing consisting of Adjusted CD Rate
          Advances;

               (g)  any portion of a Borrowing consisting of
          Eurodollar Rate Contract Advances or Adjusted CD Rate
          Advances which cannot be converted into or continued as such
          by reason of clauses (e) and (f) above shall be
          automatically converted at the end of the Interest Period in
          effect for such Borrowing into a Borrowing consisting of
          Alternate Base Rate Advances; and

               (h)  no Interest Period may be selected for any
          Borrowing consisting of Eurodollar Rate Contract Advances or
          Adjusted CD Rate Advances that would end later than the
          Maturity Date.

               Each notice pursuant to this Section 2.04 shall be
     irrevocable and shall refer to this Agreement and specify (i) the
     identity and amount of the Contract Borrowing that the Borrower
     requests be converted or continued, (ii) whether such Contract
     Borrowing is to be converted to or continued as a Borrowing
     consisting of Eurodollar Rate Contract Advances, Adjusted CD Rate
     Advances or Alternate Base Rate Advances, (iii) if such notice
     requests a conversion, the date of such conversion (which shall
     be a Business Day) and (iv) if such Contract Borrowing is to be
     converted to or continued as a Borrowing consisting of Eurodollar
     Rate Contract Advances or Adjusted CD Rate Advances, the Interest
     Period with respect thereto.  If no Interest Period is specified
     in any such notice with respect to any conversion to or
     continuation as a Borrowing consisting of Eurodollar Rate
     Contract Advances or Adjusted CD Rate Advances, the Borrower
     shall be deemed to have selected an Interest Period of one
     month's duration, in the case of a Borrowing consisting of
     Eurodollar Rate Contract Advances, or 30 days' duration, in the
     case of a Borrowing consisting of Adjusted CD Rate Advances.  The
     Administrative Agent shall advise the other Banks of any notice
     given pursuant to this Section 2.04 and of each Bank's portion of
     any converted or continued Contract Borrowing.  If the Borrower
     shall not have given notice in accordance with this Section 2.04
     to continue any Contract Borrowing into a subsequent Interest
     Period (and shall not otherwise have given notice in accordance
     with this Section 2.04 to convert such Contract Borrowing), such
     Contract Borrowing shall, at the end of the Interest Period
     applicable thereto (unless repaid pursuant to the terms hereof),
     automatically be continued into a new Interest Period as a
     Borrowing consisting of Alternate Base Rate Advances.   

               SECTION 2.05.  Fees.  The Borrower agrees to pay to
     each Bank, through the Administrative Agent, a facility fee equal
     to the Applicable Fee Percentage multiplied by the daily average
     amount of the Commitment of such Bank, whether used or unused,
     during the preceding quarter (or shorter period commencing with
     the Closing Date or ending with the Termination Date), payable in
     arrears on the last day of each March, June, September and
     December during the term of the Commitments and on the
     Termination Date.

               SECTION 2.06.  Optional Reduction of the Commitments. 
     The Borrower shall have the right, upon at least two Business
     Days' irrevocable notice to the Administrative Agent, to
     terminate in whole or reduce ratably in part the respective
     Commitments of the Banks; provided, however, that (i) each
     partial reduction shall be in the aggregate amount of $10,000,000
     or in an integral multiple of $1,000,000 in excess thereof and
     (ii) no such termination or reduction shall be made which would
     reduce the Commitments to an amount less than the aggregate
     outstanding principal amount of the Advances and Special Rate
     Loans.  The Administrative Agent shall promptly thereafter notify
     each Bank of such termination or reduction.  

               SECTION 2.07.  Repayment of Advances and Special Rate
     Loans; Prepayment.  (a)  The Borrower shall repay to the
     Administrative Agent for the account of each Bank the principal
     amount of each Contract Advance made by each Bank on the Maturity
     Date.

               (b)  The Borrower shall repay to each Bank making a
     Special Rate Loan the principal amount of such Special Rate Loan
     on the date when due (as agreed by the Borrower and the Bank
     making the relevant Special Rate Loan in accordance with
     Section 2.01(b)).

               (c)  The Borrower shall repay to the Administrative
     Agent for the account of each Participating Bank which has made
     an Auction Advance on the maturity date of each Auction Advance
     (such maturity date being that specified by the Borrower for
     repayment of such Auction Advance in the Notice of Auction
     Borrowing delivered with respect thereto) the then unpaid
     principal amount of such Auction Advance.

               (d)  The Borrower may, on notice given to the
     Administrative Agent (i) in the case of Alternate Base Rate
     Advances, not later than 10:30 a.m. (New York City time) on the
     day of the proposed prepayment, and (ii) in the case of Adjusted
     CD Rate Advances and Eurodollar Rate Contract Advances, not later
     than 10:30 a.m. (New York City time) on the second Business Day
     prior to the day of the proposed prepayment, stating the proposed
     date and aggregate principal amount of the prepayment, and if
     such notice is given the Borrower shall, prepay the outstanding
     principal amounts of the Contract Advances constituting part of
     the same Contract Borrowing in whole or ratably in part;
     provided, however, that any such partial prepayment shall be in
     an aggregate principal amount not less than $10,000,000, and
     provided, further, that any such prepayment of Adjusted CD Rate
     Advances or Eurodollar Rate Contract Advances shall be subject to
     the provisions of Section 8.04(b) hereof.  The Borrower may not
     (x) prepay any principal amount of any Auction Advance unless the
     Participating Bank making such Auction Advance shall have
     expressly agreed thereto or (y) prepay any principal amount of
     any Special Rate Loan unless the Bank making such Special Rate
     Loan shall have expressly agreed thereto.  The Administrative
     Agent shall promptly notify each Bank of any prepayments pursuant
     to this Section 2.07(d) promptly after any such prepayment.  The
     Borrower shall have no right to prepay any principal amount of
     any Advance except as expressly set forth in this
     Section 2.07(d).

               SECTION 2.08.  Interest.  The Borrower shall pay
     interest on each Advance and Special Rate Loan made by each Bank
     from the date of such Advance or Special Rate Loan, as the case
     may be, until paid in full, at the following rates per annum:  

               (i)  Contract Advances.  If such Advance is a Contract
          Advance, the Applicable Rate from time to time for such
          Contract Advance from the date of such Advance until the
          last day of the last Interest Period therefor, payable on
          the last day of each Interest Period and, in the case of any
          Interest Period longer than 90 days (in the case of Adjusted
          CD Rate Advances) or three months (in the case of Eurodollar
          Rate Contract Advances), on such 90th day or the last day of
          such three-month period, as the case may be.

              (ii)  Auction Advances.  If such Advance is an Auction
          Advance, a rate per annum equal at all times from the date
          of such Advance until the maturity thereof at the rate of
          interest for such Auction Advance specified by the
          Participating Bank making such Auction Advance in its notice
          with respect thereto delivered pursuant to subsection
          (a)(ii) of Section 2.03 above, payable on the proposed
          maturity date specified by the Borrower for such Auction
          Advance in the related Notice of Auction Borrowing delivered
          pursuant to subsection (a)(i) of Section 2.03 above,
          provided, that in the case of Advances with maturities of
          greater than three months, interest shall be payable at the
          end of each three-month period for such Advance.

             (iii)  Special Rate Loans.  If such loan is a Special
          Rate Loan, a rate per annum equal at all times as agreed to
          between the Bank making such Special Rate Loan and the
          Borrower at the time of the making of the Special Rate Loan
          by such Bank in accordance with Section 2.01(b).

              (iv)  Default Amounts.  In the case of any past-due
          amounts of the principal of, or (to the fullest extent
          permitted by law) interest on, any Advance or Special Rate
          Loan, or any other amount payable under this Agreement, from
          the date such amount becomes due until paid in full, payable
          on demand, a rate per annum equal at all times to 2% above
          the Alternate Base Rate in effect from time to time.  

               SECTION 2.09.  Interest Rate Determination.  Each
     Reference Bank agrees to furnish to the Administrative Agent
     timely information for the purpose of determining each Adjusted
     CD Rate or Eurodollar Rate, as applicable.  If any one or more of
     the Reference Banks shall not furnish such timely information to
     the Administrative Agent for the purpose of determining any such
     interest rate, the Administrative Agent shall determine such
     interest rate on the basis of timely information furnished by the
     remaining Reference Banks, subject, however, to Section 2.10(a)
     hereof.  

               SECTION 2.10.  Alternate Rate of Interest.  (a)  If
     fewer than two Reference Banks furnish timely information to the
     Administrative Agent for determining the Eurodollar Rate for any
     Eurodollar Rate Advances or the Adjusted CD Rate for any Adjusted
     CD Rate Advances comprising any requested Borrowing, the
     Administrative Agent will notify the Banks and the Borrower
     thereof, and the right of the Borrower to select Advances of such
     Type for such Borrowing or any subsequent Borrowing shall be
     suspended until the Administrative Agent shall notify the
     Borrower and the Banks that the circumstances causing such
     suspension no longer exist, and (i) any request by the Borrower
     for a Eurodollar Rate Auction Advance shall be of no force and
     effect and shall be denied by the Administrative Agent and (ii)
     any request by the Borrower for a Eurodollar Rate Contract
     Advance or an Adjusted CD Rate Advance, as the case may be, shall
     be deemed to be a request for an Alternate Base Rate Advance; and

               (b)  If Banks having more than 66-2/3% of the
     Commitments shall, at least one Business Day before the date of
     any requested Borrowing, notify the Administrative Agent that the
     Eurodollar Rate for any Eurodollar Rate Advances or the Adjusted
     CD Rate for any Adjusted CD Rate Advances comprising such
     Borrowing will not adequately reflect the cost to such Banks of
     making or funding their respective Advances for such Borrowing,
     the Administrative Agent will notify the Banks and the Borrower
     thereof, and the right of the Borrower to select Advances of such
     Type for such Borrowing or any subsequent Borrowing shall be
     suspended until the Administrative Agent shall notify the
     Borrower and the Banks that the circumstances causing such
     suspension no longer exist, and (i) any request by the Borrower
     for a Eurodollar Rate Auction Advance shall be of no force and
     effect and shall be denied by the Administrative Agent and (ii)
     any request by the Borrower for a Eurodollar Rate Contract
     Advance or an Adjusted CD Rate Advance, as the case may be, shall
     be deemed to be a request for an Alternate Base Rate Advance.  

               SECTION 2.11.  Increased Costs; Increased Capital. 
     (a)  If, due to either (i) the introduction after the date hereof
     of or any change after the date hereof (other than any change by
     way of imposition or increase of reserve requirements, in the
     case of Adjusted CD Rate Advances, included in the determination
     of the Domestic Reserve Percentage for such Advances or, in the
     case of Eurodollar Rate Advances, included in the determination
     of the Eurodollar Rate Reserve Percentage for such Advances) in
     or in the interpretation of any law or regulation or (ii) the
     compliance with any guideline or request received from any
     central bank or other governmental authority after the date
     hereof (whether or not having the force of law), there shall be
     any increase in the cost to any Bank of agreeing to make or
     making, funding or maintaining Adjusted CD Rate Advances or
     Eurodollar Rate Advances, then the Borrower shall from time to
     time, upon demand by such Bank (with a copy of such demand to the
     Administrative Agent), pay to the Administrative Agent for the
     account of such Bank additional amounts sufficient to compensate
     such Bank for such increased cost.  Increased costs shall not
     include income, stamp or other taxes, imposts, duties, charges,
     fees, deductions or withholdings imposed, levied, collected,
     withheld or assessed by the United States of America or any
     political subdivision or taxing authority thereof or therein
     (including Puerto Rico) or of the country in which any Bank's
     principal office or Applicable Lending Office may be located or
     any political subdivision or taxing authority thereof or therein. 
     Each Bank agrees that, upon the occurrence of any event giving
     rise to a demand under this subsection 2.11(a) with respect to
     the Eurodollar Lending Office or the CD Lending Office of such
     Bank, it will, if requested by the Borrower and to the extent
     permitted by law or the relevant governmental authority, endeavor
     in good faith and consistent with its internal policies to avoid
     or minimize the increase in costs resulting from such event by
     endeavoring to change its Eurodollar Lending Office or CD Lending
     Office, as appropriate; provided, however, that such avoidance or
     minimization can be made in such a manner that such Bank, in its
     sole determination, suffers no economic, legal or regulatory
     disadvantage.  A certificate as to the amount of and specifying
     in reasonable detail the basis for such increased cost, submitted
     to the Borrower and the Administrative Agent by such Bank, shall
     constitute such demand and shall, in the absence of manifest
     error, be conclusive and binding for all purposes.

               (b)  If either (i) the introduction after the date
     hereof of, or any change after the date hereof in or in the
     interpretation of, any law or regulation or (ii) the compliance
     by any Bank with any guideline or request received from any
     central bank or other governmental authority after the date
     hereof (whether or not having the force of law), affects or would
     affect the amount of capital required or expected to be
     maintained by such Bank or any corporation controlling such Bank
     and such Bank determines that the amount of such capital is
     increased by or based upon the existence of its Advances or
     Special Rate Loans or Commitment, then the Borrower shall, from
     time to time, upon demand by such Bank (with a copy of such
     demand to the Administrative Agent), immediately pay to the
     Administrative Agent for the account of such Bank additional
     amounts sufficient to compensate such Bank to the extent that
     such Bank determined such increase in capital to be allocable to
     the existence of such Bank's Advances or Special Rate Loans or
     Commitment.  A certificate as to the amount of such increased
     capital and specifying in reasonable detail the basis therefor,
     submitted to the Borrower and the Administrative Agent by such
     Bank, shall constitute such demand and shall, in the absence of
     manifest error, be conclusive and binding for all purposes.  Each
     Bank shall use all reasonable efforts to mitigate the effect upon
     the Borrower of any such increased capital requirement and shall
     assess any cost related to such increased capital on a
     nondiscriminatory basis among the Borrower and other borrowers of
     such Bank to which it applies and such Bank shall not be entitled
     to demand or be compensated for any increased capital requirement
     unless it is, as a result of such law, regulation, guideline or
     request, such Bank's policy generally to seek to exercise such
     rights, where available, against other borrowers of such Bank.

               (c)  Notwithstanding the foregoing provisions of this
     Section 2.11, (i) the Borrower shall not be required to reimburse
     any Bank for any increased costs incurred more than three months
     prior to the date that such Bank notifies the Borrower in writing
     thereof and (ii) in the event any Bank makes an assignment of, or
     grants a participation in, an Advance or Special Rate Loan or its
     Commitment pursuant to Section 8.07, the Borrower shall not be
     obligated to reimburse for increased costs with respect to such
     Advance, Special Rate Loan or Commitment to the extent that the
     aggregate amount thereof exceeds the aggregate amount for which
     the Borrower would have been obligated (determined, in the case
     of an assignment, on the basis of laws and regulations in effect
     at the time of such assignment) if such Bank had not made such
     assignment or granted such participation.

               SECTION 2.12.  Additional Interest on Eurodollar Rate
     Advances.  The Borrower shall pay to the Administrative Agent for
     the account of each Bank any costs which such Bank determines are
     attributable to such Bank's compliance with regulations of the
     Board of Governors of the Federal Reserve System requiring the
     maintenance of reserves with respect to liabilities or assets
     consisting of or including Eurocurrency Liabilities.  Such costs
     shall be paid to the Administrative Agent for the account of such
     Bank in the form of additional interest on the unpaid principal
     amount of each Eurodollar Rate Advance of such Bank, from the
     date of such Advance until such principal amount is paid in full,
     at an interest rate per annum equal at all times to the remainder
     obtained by subtracting (i) the Eurodollar Rate for the
     applicable period for such Advance from (ii) the rate obtained by
     dividing such Eurodollar Rate by a percentage equal to 100% minus
     the Eurodollar Rate Reserve Percentage of such Bank for such
     period, payable on each date on which interest is payable on such
     Advance.  Such additional interest shall be determined by such
     Bank and notified to the Borrower and the Administrative Agent. 
     A certificate setting forth the amount of such additional
     interest, submitted to the Borrower and the Administrative Agent
     by such Bank, shall be conclusive and binding for all purposes,
     absent manifest error.

               SECTION 2.13.  Change in Legality.  If any Bank shall,
     at least three Business Days before the date of any requested
     Borrowing consisting of Eurodollar Rate Advances or at least two
     Business Days before the date of any requested Borrowing
     consisting of Adjusted CD Rate Advances, notify the
     Administrative Agent that the introduction of or any change in or
     in the interpretation of any law or regulation makes it unlawful,
     or that any central bank or other governmental authority asserts
     that it is unlawful, for such Bank or its Applicable Lending
     Office to perform its obligations hereunder to make, fund or
     maintain Eurodollar Rate Advances or Adjusted CD Rate Advances
     hereunder, the right of the Borrower to select Advances of such
     Type from such Bank for such Borrowing or any subsequent
     Borrowing shall be suspended until such Bank shall notify the
     Administrative Agent that the circumstances causing such
     suspension no longer exist; and during the period when such
     obligation of such Bank is suspended, any Borrowing consisting of
     Eurodollar Rate Advances or Adjusted CD Rate Advances, as the
     case may be, shall not exceed the Commitments of the other Banks
     less the aggregate amount of any Special Rate Loans and Auction
     Advances then outstanding, and shall be made by the other Banks
     pro rata according to their respective Commitments.

               SECTION 2.14.  Payments and Computations.  (a)  Except
     as expressly provided in Section 2.01(b)(ii), the Borrower shall
     make each payment hereunder from a bank account of the Borrower
     located in the United States not later than 11:00 a.m. (New York
     City time) on the day when due in U.S. dollars to the
     Administrative Agent at its address referred to in Section 8.02
     in same-day funds, without set-off or counterclaim.  The
     Administrative Agent will promptly thereafter cause to be
     distributed like funds to the Banks entitled thereto for the
     account of their respective Applicable Lending Offices, in each
     case to be applied in accordance with the terms of this
     Agreement.

               (b)  All computations of interest based on the
     Alternate Base Rate shall be made by the Administrative Agent on
     the basis of a year of 365 or 366 days, as the case may be, when
     determined by reference to the Prime Rate (as defined in the
     definition of Alternate Base Rate in Section 1.01) and on the
     basis of a year of 360 days at all other times, and all
     computations of fees and of interest based on the Adjusted CD
     Rate, the Eurodollar Rate or the Fixed Rate shall be made by the
     Administrative Agent, and all computations of interest pursuant
     to Section 2.09 shall be made by the Reference Banks, on the
     basis of a year of 360 days, in each case for the actual number
     of days (including the first day but excluding the last day)
     occurring in the period for which such interest or fees are
     payable.  Each determination by the Administrative Agent (or, in
     the case of Section 2.09, by the Reference Banks) of an interest
     rate hereunder shall be conclusive and binding for all purposes,
     absent manifest error.

               (c)  Whenever any payment hereunder shall be stated to
     be due on a day other than a Business Day, such payment shall be
     made on the next succeeding Business Day, and such extension of
     time shall be included in the computation of payment of interest
     or fees, as the case may be; provided, however, that, if such
     extension would cause payment of interest on or principal of
     Eurodollar Rate Advances to be made in the next following
     calendar month, such payment shall be made on the next preceding
     Business Day.

               (d)  Unless the Administrative Agent shall have
     received notice from the Borrower prior to the date on which any
     payment is due to the Banks hereunder that the Borrower will not
     make such payment in full, the Administrative Agent may assume
     that the Borrower has made such payment in full to the
     Administrative Agent on such date and the Administrative Agent
     may, in reliance upon such assumption, cause to be distributed to
     each Bank on such due date an amount equal to the amount then due
     such Bank.  If and to the extent the Borrower shall not have so
     made such payment in full to the Administrative Agent, each Bank
     shall repay to the Administrative Agent forthwith on demand such
     amount distributed to such Bank together with interest thereon,
     for each day from the date such amount is distributed to such
     Bank until the date such Bank repays such amount to the
     Administrative Agent, at the Federal Funds Effective Rate (as
     defined in the definition of Alternate Base Rate in
     Section 1.01).

               (e)  Each Bank shall maintain on its books a loan
     account in the name of the Borrower in which shall be recorded
     all Advances made by such Bank to the Borrower, the interest rate
     and the maturity date of each such Advance and all payments of
     principal and interest made by the Borrower with respect to such
     Advances.  The obligation of the Borrower to repay the Advances
     made by each Bank and to pay interest thereon shall be evidenced
     by the entries from time to time made in the loan account of such
     Bank maintained pursuant to this Section 2.14(e); provided that
     the failure to make an entry with respect to an Advance shall not
     affect the obligations of the Borrower hereunder with respect to
     such Advance.  In case of any dispute, action or proceeding
     relating to any Advance, the entries in such loan account shall
     be prima facie evidence of the amount of such Advance and of any
     amounts paid or payable with respect thereto.

               (f)  The Administrative Agent shall maintain on its
     books a set of accounts in which shall be recorded all Advances
     made by the Banks to the Borrower, the interest rates and
     maturity dates of such Advances and all payments of principal and
     interest made thereon.  In case of any discrepancy between the
     entries in the Administrative Agent's books and the entries in
     any Bank's books, such Bank's records shall be considered
     correct, in the absence of manifest error.

               SECTION 2.15.  Taxes on Payments.  (a)  All payments
     made by the Borrower under this Agreement shall be made free and
     clear of, and without reduction for or on account of, any income,
     stamp or other taxes, imposts, duties, charges, fees, deductions
     or withholdings, imposed, levied, collected, withheld or assessed
     by the United States of America (or by any political subdivision
     or taxing authority thereof or therein) as a result of (i) the
     introduction after the date hereof of any law, regulation,
     treaty, directive or guideline (whether or not having the force
     of law), or (ii) any change after the date hereof in any law,
     regulation, treaty, directive or guideline (whether or not having
     the force of law), or (iii) any change after the date hereof in
     the interpretation or application of any law, regulation, treaty,
     directive or guideline (whether or not having the force of law)
     or (iv) any such taxes, imposts, duties, charges, fees,
     deductions or withholdings being imposed, levied, collected,
     withheld or assessed at a greater rate than the rate that would
     have been applicable had such an introduction or change not been
     made, but only to the extent of the increase in such rate
     ("Withholding Taxes").  If any Withholding Taxes are required to
     be withheld from any amounts payable to or for the account of any
     Bank hereunder, the amounts so payable to or for the account of
     such Bank shall be increased to the extent necessary to yield to
     such Bank (after payment of all Withholding Taxes) interest or
     any such other amounts payable hereunder at the rates or in the
     amounts payable to or for the account of such Bank under this
     Agreement prior to such introduction or change.  Whenever any
     Withholding Tax is payable by the Borrower, as promptly as
     possible thereafter, the Borrower shall send to the
     Administrative Agent, for the account of such Bank, a certified
     copy of an original official receipt showing payment thereof.  If
     the Borrower fails to pay any Withholding Taxes when due to the
     appropriate taxing authority or fails to remit to the
     Administrative Agent for the account of any Bank the required
     receipts or other required documentary evidence, the Borrower
     shall indemnify such Bank or the Administrative Agent for any
     incremental taxes, interest or penalties that may become payable
     by such Bank or the Administrative Agent as a result of any such
     failure.

               (b)  At least four Business Days prior to the first
     Borrowing or, if the first Borrowing does not occur within thirty
     days after the date of execution of this Agreement, by the end of
     such thirty day period, each Bank that is organized outside the
     United States agrees that it will deliver to the Borrower and the
     Administrative Agent two duly completed copies of United States
     Internal Revenue Service Form 1001 (or such other documentation
     or information as may, under applicable United States federal
     income tax statutes or regulations, be required in order to claim
     an exemption or reduction from United States income tax
     withholding by reason of an applicable treaty with the United
     States, such documentation or other information being hereafter
     referred to as "Form 1001") or 4224 (or such other documentation
     or information as may, under applicable United States federal
     income tax statutes or regulations, be required in order to claim
     an exemption from United States income tax withholding for income
     that is effectively connected with the conduct of a trade or
     business within the United States, such documentation or other
     information being hereafter referred to as "Form 4224"), as the
     case may be, indicating in each case that such Bank is either
     entitled to receive payments under this Agreement without
     deduction or withholding of any United States federal income
     taxes or, as the case may be, is subject to such limited
     deduction or withholding as it is capable of recovering in full
     from a source other than the Borrower.  Each Bank which delivers
     to the Borrower and the Administrative Agent a Form 1001 or 4224
     pursuant to the next preceding sentence further undertakes to
     deliver to the Borrower and the Administrative Agent two further
     copies of the said Form 1001 or 4224, or successor applicable
     form or certificate, as the case may be, as and when the previous
     form filed by it hereunder shall expire or shall become
     incomplete or inaccurate in any respect, unless in any of such
     cases an event has occurred prior to the date on which any such
     delivery would otherwise be required which renders such form
     inapplicable.

               (c)  If at any time any Bank by reason of payment by
     the Borrower of any Withholding Taxes obtains a credit against,
     or return or reduction of, any tax payable by it, or any other
     currently realized tax benefit, which it would not have enjoyed
     but for such payment ("Tax Benefit"), such Bank shall thereupon
     pay to the Borrower the amount which such Bank shall certify to
     be the amount that, after payment, will leave such Bank in the
     same economic position it would have been in had it received no
     such Tax Benefit ("Equalization Amount"); provided, however, that
     if such Bank shall subsequently determine that it has lost the
     benefit of all or a portion of such Tax Benefit, the Borrower
     shall promptly remit to such Bank the amount certified by such
     Bank to be the amount necessary to restore such Bank to the
     position it would have been in if no payment had been made
     pursuant to this Section 2.15(c); provided, further, however,
     that if such Bank shall be prevented by applicable law from
     paying the Borrower all or any portion of the Equalization Amount
     owing to the Borrower such payment need not be made to the extent
     such Bank is so prevented and the amount not paid shall be
     credited to the extent lawful against future payment owing to
     such Bank; provided, further, however, that the aggregate of all
     Equalization Amounts paid by any Bank shall in no event exceed
     the aggregate of all amounts paid by the Borrower to such Bank in
     respect of Withholding Taxes plus, in the case of a Tax Benefit
     that occurs by reason of a refund, interest actually received
     from the relevant taxing authority with respect to such refund. 
     A certificate submitted in good faith by the Bank pursuant to
     this Section 2.15(c) shall be deemed conclusive absent manifest
     error.  

               (d)  In the event a Bank shall become aware that the
     Borrower is required to pay any additional amount to it pursuant
     to Section 2.15(a), such Bank shall promptly notify the
     Administrative Agent and the Borrower of such fact and shall use
     reasonable efforts, consistent with legal and regulatory
     restrictions, to change the jurisdiction of its Applicable
     Lending Office if the making of such change (i) would avoid the
     need for or reduce the amount of any such additional amounts that
     may thereafter accrue, (ii) would not, in the good faith
     determination of such Bank, be disadvantageous for regulatory or
     competitive reasons to such Bank and (iii) would not require such
     Bank to incur any cost or forego any economic advantage for which
     the Borrower shall not have agreed to reimburse and indemnify
     such Bank.

               (e)  Notwithstanding the foregoing provisions of this
     Section 2.15, in the event any Bank makes an assignment of, or
     grants a participation in, an Advance or Special Rate Loan or its
     Commitment pursuant to Section 8.07, the Borrower shall not be
     obligated to pay any taxes, imposts, duties, charges, fees,
     deductions or withholdings to the extent that the aggregate
     amount thereof exceeds the aggregate amount for which the
     Borrower would have been obligated (determined, in the case of an
     assignment, on the basis of laws and regulations in effect at the
     time of such assignment) if such Bank had not made such
     assignment or granted such participation.

               SECTION 2.16.  Sharing of Payments, Etc.  If any Bank
     shall obtain any payment (whether voluntary, involuntary, through
     the exercise of any right of setoff or otherwise) on account of
     the Contract Advances made by it (other than pursuant to
     Sections 2.11, 2.12, 2.15, 2.17, 8.04 or 8.07(g) hereof) in
     excess of its ratable share of payments on account of the
     Contract Advances obtained by all the Banks, then such Bank shall
     forthwith purchase from the other Banks through the
     Administrative Agent such participations in the Contract Advances
     made by them as shall be necessary to cause such purchasing Bank
     to share the excess payment ratably with each of them; provided,
     however, that, if all or any portion of such excess payment is
     thereafter recovered from such purchasing Bank, such purchase
     from each Bank shall be rescinded and such Bank shall repay to
     the purchasing Bank the purchase price to the extent of such
     recovery together with an amount equal to such Bank's ratable
     share (according to the proportion of (i) the amount of such
     Bank's required repayment to (ii) the total amount so recovered
     from the purchasing Bank) of any interest or other amount paid or
     payable by the purchasing Bank in respect of the total amount so
     recovered.  The Borrower agrees that any Bank so purchasing a
     participation from another Bank pursuant to this Section 2.16
     may, to the fullest extent permitted by law, exercise all its
     rights of payment (including the right of setoff) with respect to
     such participation as fully as if such Bank were the direct
     creditor of the Borrower in the amount of such participation.  

               SECTION 2.17.  Removal of a Bank.  The Borrower shall
     have the right, by giving at least 15 Business Days' prior notice
     in writing to the affected Bank and the Administrative Agent, at
     any time when no Default or Event of Default has occurred and is
     then continuing, to remove as a party hereto any Bank having a
     credit rating of C/D (or its equivalent) or lower by Thomson
     BankWatch, Inc. (or any successor thereto), such removal to be
     effective as of the date specified in such notice from the
     Borrower (a "Removal Date"), which date shall be the last day of
     an Interest Period.  On any Removal Date, the Borrower shall
     repay all the outstanding Contract Advances, Special Rate Loans
     and Auction Advances of the affected Bank, together with all
     accrued interest, fees and all other amounts owing hereunder to
     such Bank.  Upon such Removal Date and receipt of the payment
     referred to above, the Commitment of such affected Bank shall
     terminate and such Bank shall cease thereafter to constitute a
     Bank hereunder.  The Borrower shall have the right to offer to
     one or more Banks the right to increase their Commitments up to,
     in the aggregate for all such increases, the Commitment of any
     Bank which is removed pursuant to the foregoing provisions of
     this Section 2.17 (such Commitment being herein called an
     "Unallocated Commitment") effective on the relevant Removal Date,
     it being understood that no Bank shall be obligated to increase
     its Commitment in response to any such offer.  The Borrower shall
     also have the right to offer all or any portion of an Unallocated
     Commitment to one or more commercial banks not parties hereto
     having a credit rating higher than C/D (or its equivalent) by
     Thomson BankWatch, Inc. (or any successor thereto), and, upon
     each such bank's acceptance of such offer and execution and
     delivery of an instrument agreeing to the terms and conditions
     hereof, each such bank shall become a Bank hereunder with a
     Commitment in an amount specified in such instrument.  If the
     Bank which is removed pursuant to this Section 2.17 is a
     Reference Bank, the Administrative Agent, with the consent of the
     Borrower (which shall not be unreasonably withheld), shall
     appoint a new Reference Bank from among the Banks.  The
     obligations of the Borrower described in Sections 2.02(b), 2.11,
     2.12, 2.15, 8.04 and 8.12 that arose prior to the date of removal
     shall survive for the benefit of any Bank removed pursuant to
     this Section 2.17 notwithstanding such removal.  

                           CONDITIONS OF LENDING

               SECTION 3.01.  Conditions Precedent to Initial
     Borrowing.  The obligation of each Bank to make an Advance on the
     occasion of the initial Borrowing is subject to the following
     conditions precedent (each of the documents referred to below to
     be in form and substance satisfactory to the Administrative
     Agent, dated a date on or within 10 days prior to the date of
     such Borrowing and in sufficient copies for each Bank):

               (a)  The Administrative Agent shall have received, on
          behalf of the Banks, certified copies of the resolutions of
          the Board of Directors of the Borrower approving this
          Agreement and of all documents evidencing other necessary
          corporate action and governmental approvals, if any, with
          respect to this Agreement.

               (b)  The Administrative Agent shall have received, on
          behalf of the Banks, a certificate of the Secretary or an
          Assistant Secretary of the Borrower certifying the names and
          true signatures of the officers of the Borrower authorized
          to sign this Agreement and the other documents to be
          delivered hereunder.  

               (c)  The Administrative Agent shall have received, on
          behalf of the Banks, a favorable opinion of the Senior Vice
          President and General Counsel or Assistant General Counsel
          of the Borrower, substantially in the form of Exhibit C
          hereto and as to such other matters as any Bank through the
          Administrative Agent may reasonably request.

               (d)  The Administrative Agent shall have received, on
          behalf of the Banks, a favorable opinion of Milbank, Tweed,
          Hadley & McCloy, special New York counsel for the
          Administrative Agent, substantially in the form of Exhibit D
          hereto.

               (e)  The Borrower shall not have made any change in the
          structure or terms of the Tender Offer disclosed to the
          Banks prior to the Closing Date, except for changes that, in
          the reasonable opinion of the Majority Banks, are not
          materially adverse from the standpoint of the financing
          contemplated hereby.

               (f)  The Borrower shall have certified to the
          Administrative Agent that all material conditions to the
          Tender Offer have been satisfied (without any waiver thereof
          by the Borrower).

               (g)  The Merger Agreement shall be in substantially the
          same form as provided to the Banks prior to the Closing
          Date, except for amendments that, in the reasonable opinion
          of the Majority Banks, are not materially adverse from the
          standpoint of the financing contemplated hereby.

               (h)  The Borrower shall have paid all fees due and
          payable as of or before the Closing Date to the Banks.

               SECTION 3.02.  Conditions Precedent to Each Borrowing. 
     The obligation of each Bank to make an Advance in connection with
     any Borrowing shall be subject to the further conditions
     precedent that on the date of such Borrowing the following
     statements shall be true (and each of the giving of the
     applicable Notice of Contract Borrowing or Notice of Auction
     Borrowing and the acceptance by the Borrower of the proceeds of
     such Borrowing shall constitute a representation and warranty by
     the Borrower that on the date of such Borrowing such statements
     are true):

               (i)  the representations and warranties contained in
          Section 4.01 (excluding those contained in subsections (e)
          and (f) thereof and, in the event of a Borrowing for general
          corporate purposes, excluding those contained in
          subsection (k) thereof) are correct on and as of the date of
          such Borrowing, before and after giving effect to such
          Borrowing and to the application of the proceeds therefrom,
          as though made on and as of such date; and

              (ii)  no Default or Event of Default has occurred and is
          continuing, or would result from such Borrowing or from the
          application of the proceeds therefrom.

               SECTION 3.03.  Borrowings for General Corporate
     Purposes.  With respect to any Borrowing the proceeds of which
     are to be used in whole or in part for the general corporate
     purposes of the Borrower, the conditions precedent set forth in
     paragraphs (e), (f) and (g) of Section 3.01 shall be deemed to
     have been satisfied upon the consummation of the Tender Offer in
     accordance with the terms and conditions hereof and thereof.

                                 ARTICLE IV

                       REPRESENTATIONS AND WARRANTIES

               SECTION 4.01.  Representations and Warranties of the
     Borrower.  The Borrower represents and warrants as follows:  

               (a)  The Borrower is a corporation duly organized,
          validly existing and in good standing under the laws of the
          State of Utah.

               (b)  The execution, delivery and performance by the
          Borrower of this Agreement are within the Borrower's
          corporate powers, have been duly authorized by all necessary
          corporate action and do not contravene (i) the Borrower's
          charter or by-laws or (ii) any law or any contractual
          restriction binding on or affecting the Borrower.

               (c)  No authorization or approval or other action by,
          and no notice to or filing with, any governmental authority
          or regulatory body is required for the due execution,
          delivery and performance by the Borrower of this Agreement
          except such as have been duly obtained or made and are in
          full force and effect.

               (d)  This Agreement is the legal, valid and binding
          obligation of the Borrower enforceable against the Borrower
          in accordance with its terms.

               (e)  The statement of consolidated financial position
          of the Borrower and its consolidated Subsidiaries as at
          December 31, 1994, and the related statements of
          consolidated income and consolidated changes in common
          stockholders' equity of the Borrower and its consolidated
          Subsidiaries for the fiscal year then ended, copies of which
          have been furnished to each Bank, fairly present the
          financial condition of the Borrower and its consolidated
          Subsidiaries as at such date and the results of the
          operations of the Borrower and its consolidated Subsidiaries
          for the period ended on such date, all in accordance with
          generally accepted accounting principles consistently
          applied, and since December 31, 1994, there has been no
          material adverse change in such condition or operations.

               (f)  There is no pending or threatened action or
          proceeding affecting the Borrower or any of its consolidated
          Subsidiaries before any court, governmental agency or
          arbitrator, (i) which purports to affect the legality,
          validity or enforceability of this Agreement, or (ii) which
          may materially adversely affect the consummation of the
          Tender Offer, or (iii) except as set forth in the Borrower's
          annual report on Form 10-K for the fiscal year ended
          December 31, 1994 (a copy of which has been furnished to
          each Bank), which may materially adversely affect the
          financial condition or operations of the Borrower or any of
          its Subsidiaries, taken as a whole.  

               (g)  After applying the proceeds of each Advance and
          Special Rate Loan, not more than 25% of the value of the
          assets of the Borrower and its Subsidiaries (as determined
          in good faith by the Borrower) that are subject to
          Section 5.02(a)(i) or Section 5.02(d) will consist of or be
          represented by Margin Stock.

               (h)  The Borrower is not engaged in the business of
          extending credit for the purpose of purchasing or carrying
          Margin Stock, and no proceeds of any Advance or Special Rate
          Loan will be used for any purpose which violates the
          provisions of the regulations of the Board of Governors of
          the Federal Reserve System.  If requested by any Bank or the
          Administrative Agent, the Borrower will furnish to the
          Administrative Agent and each Bank a statement in conformity
          with the requirements of Federal Reserve Form U-1 referred
          to in Regulation U, the statements made in which shall be
          such, in the opinion of each Bank, as to permit the
          transactions contemplated hereby in accordance with
          Regulation U.

               (i)  No Termination Event has occurred nor is
          reasonably expected to occur with respect to any Plan which
          may materially adversely affect the financial condition or
          operations of the Borrower and its Subsidiaries, taken as a
          whole.  Neither the Borrower nor any of its ERISA Affiliates
          has incurred nor reasonably expects to incur any withdrawal
          liability under ERISA to any Multiemployer Plan which may
          materially adversely affect the financial condition or
          operations of the Borrower and its Subsidiaries, taken as a
          whole.  Schedule B (Actuarial Information) to the 1993
          annual report (Form 5500 Series) with respect to each Plan,
          copies of which have been filed with the Internal Revenue
          Service and furnished to each Bank, is complete and accurate
          in all material respects and in all material respects fairly
          presents the funding status of each Plan.  No Reportable
          Event has occurred and is continuing with respect to any
          Plan which may materially adversely affect the financial
          condition or operations of the Borrower and its
          Subsidiaries, taken as a whole.

               (j)  The Borrower and its Subsidiaries are in
          compliance with all applicable laws and regulations relating
          to the environment or to the discharge, transport or storage
          of hazardous materials except to the extent that non-
          compliance therewith would not have a material adverse
          effect on the financial condition or operations of the
          Borrower and its Subsidiaries taken as a whole.

               (k)  (i) True copies of the Tender Offer Materials as
          in effect on the date hereof have been delivered to the
          Banks; (ii) the Tender Offer is in compliance in all
          material respects with applicable law; (iii) all written
          information concerning the Borrower and its Subsidiaries
          (excluding financial projections) that has been or will
          hereafter be made available to the Administrative Agent, any
          other Co-Agent, either Co-Arranger or any Bank by the
          Borrower or any of its representatives under this Agreement
          or in connection with the transactions contemplated hereby
          is and will be correct in all material respects and does not
          and will not contain any untrue statement of a material fact
          or omit to state a material fact necessary in order to make
          the statements contained therein not misleading in light of
          the circumstances under which such statements were or are
          made; and (iv) all financial projections concerning the
          Borrower and its Subsidiaries that have been or will be
          prepared by the Borrower in writing and made available to
          the Administrative Agent, any other Co-Agent, either Co-
          Arranger or any Bank by the Borrower or any of its
          representatives under this Agreement or in connection with
          the transactions contemplated hereby have been or will be
          prepared in good faith based upon reasonable assumptions (it
          being understood that such projections are subject to
          significant uncertainties and contingencies, many of which
          are beyond the control of the Borrower, and that no
          assurance can be given that the projections will be
          realized).

                                 ARTICLE V

                         COVENANTS OF THE BORROWER

               SECTION 5.01.  Affirmative Covenants.  So long as any
     Advance or Special Rate Loan shall remain unpaid or any Bank
     shall have any Commitment hereunder, the Borrower will, and, in
     the case of Section 5.01(a), will cause its Subsidiaries to,
     unless the Majority Banks shall otherwise consent in writing:  

               (a)  Keep Books; Corporate Existence; Maintenance of
          Properties; Compliance with Laws; Insurance.  

                    (i)  keep proper books of record and account, all
               in accordance with generally accepted accounting
               principles;

                   (ii)  preserve and keep in full force and effect
               its existence, and preserve and keep in full force and
               effect its licenses, rights and franchises to the
               extent it deems necessary to carry on its business;

                  (iii)  maintain and keep, or cause to be maintained
               and kept, its properties in good repair, working order
               and condition, and from time to time make or cause to
               be made all needful and proper repairs, renewals,
               replacements and improvements, in each case to the
               extent it deems necessary to carry on its business;

                   (iv)  use its reasonable efforts to comply in all
               material respects with all material applicable
               statutes, regulations and orders of, and all material
               applicable restrictions imposed by, any governmental
               agency in respect of the conduct of its business and
               the ownership of its properties, to the extent it deems
               necessary to carry on its business, except such as are
               being contested in good faith by appropriate
               proceedings; and

                    (v)  insure and keep insured its properties in
               such amounts (and with such self-insurance and
               deductibles) as it deems necessary to carry on its
               business and to the extent available on premiums and
               other terms which the Borrower or any Subsidiary, as
               the case may be, deems appropriate.  Any of such
               insurance may be carried by, through or with any
               captive or affiliated insurance company or by way of
               self-insurance as the Borrower or any Subsidiary, as
               the case may be, deems appropriate.

     Nothing in this subsection shall prohibit the Borrower or any of
     its Subsidiaries from discontinuing any business, forfeiting any
     license, right or franchise or discontinuing the operation or
     maintenance of any of its properties to the extent it deems
     appropriate in the conduct of its business.  

               (b)  Net Worth.  Maintain an excess of consolidated
          total assets over consolidated total liabilities of the
          Borrower and its consolidated Subsidiaries of not less than
          $2,250,000,000.

               (c)  Reporting Requirements.  Furnish to each Bank:

                    (i)  as soon as available and in any event within
               60 days after the end of each of the first three
               quarters of each fiscal year of the Borrower, a
               statement of the consolidated financial condition of
               the Borrower and its consolidated Subsidiaries as at
               the end of such quarter and the related statements of
               income and retained earnings of the Borrower and its
               consolidated Subsidiaries for the period commencing at
               the end of the previous fiscal year and ending with the
               end of such quarter, certified by a principal financial
               or accounting officer of the Borrower; provided,
               however, that the Borrower may deliver, in lieu of the
               foregoing, the quarterly report of the Borrower for
               such fiscal quarter on Form 10-Q filed with the
               Securities and Exchange Commission or any governmental
               authority succeeding to the functions of such
               Commission, but only so long as the financial
               statements contained in such quarterly report on Form
               10-Q relate to the same companies and are substantially
               the same in content as the financial statements
               referred to in the preceding provisions of this
               clause (i);  

                   (ii)  as soon as available and in any event within
               90 days after the end of each fiscal year of the
               Borrower, a copy of the annual report for such year for
               the Borrower and its Subsidiaries, containing the
               consolidated financial statements of the Borrower and
               its consolidated Subsidiaries for such year and
               accompanied by a report thereon of Deloitte & Touche or
               other independent public accountants of nationally
               recognized standing;

                  (iii)  promptly after the sending or filing thereof,
               copies of all reports which the Borrower sends to its
               stockholders generally, and copies of all reports and
               registration statements (without exhibits) which the
               Borrower files with the Securities and Exchange
               Commission or any national securities exchange (other
               than registration statements relating to employee
               benefit plans);

                   (iv)  promptly after the filing or receiving
               thereof, copies of any notices of any of the events set
               forth in Section 4043(b) of ERISA or the regulations
               thereunder which the Borrower or any Subsidiary files
               with the PBGC, or which the Borrower or any Subsidiary
               receives from the PBGC to the effect that proceedings
               or other action by the PBGC is to be instituted; and

                    (v)  such other information respecting the
               condition or operations, financial or otherwise, of the
               Borrower or any of its Subsidiaries as any Bank through
               the Administrative Agent may from time to time
               reasonably request.

               (d)  Notices.  Promptly give notice to the
          Administrative Agent and each Bank:

                    (i)  of the occurrence of any Default or Event of
               Default; and

                   (ii)  of the commencement of any litigation,
               investigation or proceeding affecting the Borrower or
               any of its Subsidiaries before any court, governmental
               authority or arbitrator which, in the reasonable
               judgment of the Borrower, could have a material adverse
               effect on the business, operations, property or
               financial or other condition of the Borrower and its
               Subsidiaries, taken as a whole.

     Each notice pursuant to this subsection shall be accompanied by a
     statement of the Borrower setting forth details of the occurrence
     referred to therein and stating what action the Borrower proposes
     to take with respect thereto.

               (e)  Certificates.  Furnish to each Bank:

                    (i)  concurrently with the delivery of the
               financial statements referred to in Section
               5.01(c)(ii), a letter signed by the independent public
               accountants certifying such financial statements to the
               effect that, in the course of the examination upon
               which their report for such fiscal year was based (but
               without any special or additional audit procedures for
               that purpose other than review of the terms and
               provisions of this Agreement), they did not become
               aware of any Default or Event of Default involving
               financial or accounting matters, or, if such
               accountants became aware of any such Default or Event
               of Default, specifying the nature thereof; and

                   (ii)  concurrently with the delivery of the
               financial statements or Form 10-Q referred to in
               Section 5.01(c)(i), a certificate of a principal
               financial or accounting officer of the Borrower stating
               that, to the best of such officer's knowledge, the
               Borrower during such period has observed or performed
               all of its covenants and other agreements, and
               satisfied every condition, contained in this Agreement
               to be observed, performed or satisfied by it, and that
               such officer has obtained no knowledge of any Default
               or Event of Default, except as specified in such
               certificate.

               (f)  Use of Proceeds.  Use the proceeds of the Advances
          and Special Rate Loans solely to finance the Tender Offer
          and for the general corporate purposes of the Borrower;
          provided that neither any Bank nor the Administrative Agent
          nor any other Co-Agent or either Co-Arranger shall have any
          responsibility for the use of any of the proceeds of the
          Advances or Special Rate Loans.

               SECTION 5.02.  Negative Covenants.  So long as any
     Advance or Special Rate Loan shall remain unpaid or any Bank
     shall have any Commitment hereunder, the Borrower will not,
     without the written consent of the Majority Banks:

                    (a)  Liens, Etc.  (i)  Create, assume, incur or
               suffer to exist, or permit any Subsidiary to create,
               assume, incur or suffer to exist, any Mortgage (as
               hereinafter defined) upon any stock or indebtedness,
               whether now owned or hereafter acquired, of any
               Domestic Subsidiary (as hereinafter defined), to secure
               any Debt of the Borrower or any other Person (other
               than the Advances and Special Rate Loans made
               hereunder), without in any such case making effective
               provision whereby all of the Advances and Special Rate
               Loans made hereunder shall be directly secured equally
               and ratably with such Debt, excluding, however, from
               the operation of the foregoing provisions of this
               paragraph (i) 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;

                   (ii)  Create, assume, incur or suffer to exist, or
               permit any Restricted Subsidiary (as hereinafter
               defined) to create, assume, incur or suffer to exist,
               any Mortgage upon any Principal Property (as
               hereinafter defined), whether owned or leased on the
               date hereof or hereafter acquired, to secure any Debt
               of the Borrower or any other Person (other than the
               Advances and Special Rate Loans made hereunder),
               without in any such case making effective provision
               whereby all of the Advances and Special Rate Loans made
               hereunder shall be directly secured equally and ratably
               with such Debt, excluding, however, from the operation
               of the foregoing provisions of this paragraph (ii):  

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

                         (B)  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;

                         (C)  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;  

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

                         (E)  any Mortgage existing on the date hereof
                    and set forth on Schedule II hereto; and

                         (F)  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 (A) to (E),
                    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 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
               paragraph (ii), the Borrower 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 (A) through
               (F), above, without equally and ratably securing the
               Advances and Special Rate Loans, provided that the
               aggregate amount of Debt then outstanding secured by
               such Mortgage and all similar Mortgages does not exceed
               10% of the total consolidated stockholders' equity of
               the Borrower as shown on the most recent audited
               consolidated balance sheet required to be delivered to
               the Banks pursuant to Section 5.01(c).  For the purpose
               of this paragraph (ii), the following types of
               transactions shall not be deemed to create a Mortgage
               to secure any Debt:

                         (A)  the sale or other transfer of (y) 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 (z) any other interest in property of the
                    character commonly referred to as a "production
                    payment"; and

                         (B)  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 Borrower 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 Borrower or a Restricted Subsidiary.

               As used in this Section 5.02(a), the following terms
     shall have the following meanings notwithstanding any conflicting
     definition set forth in Section 1.01:  

               "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.

               "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 Borrower or any Subsidiary, or any interest of the
     Borrower 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 Borrower 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 Borrower 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 of the Borrower is not a
     principal plant in relation to the activities of the Borrower and
     its Restricted Subsidiaries taken as a whole.

               "Restricted Subsidiary" means any Subsidiary which owns
     or leases (as lessor or lessee) a Principal Property but does not
     include (i) Union Pacific Railroad Company 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.  

               (b)  Debt to Net Worth Restriction.  Create or suffer
          to exist, or permit any of its Subsidiaries to create or
          suffer to exist, any Debt if, immediately after giving
          effect to such Debt and to the receipt and application of
          any proceeds thereof, the aggregate amount of Debt of the
          Borrower and its consolidated Subsidiaries, on a
          consolidated basis, would exceed 200% of the total
          consolidated stockholders' equity of the Borrower as shown
          on the most recent consolidated balance sheet required to be
          delivered to the Banks pursuant to Section 5.01(c).

               (c)  Restriction on Fundamental Changes.  Enter into
          any transaction of merger or consolidation, or convey,
          transfer or lease its properties and assets substantially as
          an entirety to any Person, unless:

                    (i)  the corporation formed by such consolidation
               or into which the Borrower is merged or the Person
               which acquires by conveyance or transfer, or which
               leases, the properties and assets of the Borrower
               substantially as an entirety shall be a corporation
               organized and existing under the laws of the United
               States of America, any state thereof or the District of
               Columbia (the "Successor Corporation") and shall
               expressly assume, by amendment to this Agreement
               executed by the Borrower and such Successor Corporation
               and delivered to the Administrative Agent, the due and
               punctual payment of the principal of and interest on
               the Advances and Special Rate Loans made hereunder and
               all other amounts payable under this Agreement and the
               performance or observance of every covenant hereof on
               the part of the Borrower to be performed or observed;

                   (ii)  immediately after giving effect to such
               transaction, no Default or Event of Default shall have
               occurred and be continuing;

                  (iii)  if, as a result of any such consolidation or
               merger or such conveyance, transfer or lease,
               properties or assets of the Borrower would become
               subject to a Mortgage which would not be permitted by
               Section 5.02(a), the Borrower or the Successor
               Corporation, as the case may be, shall take such steps
               as shall be necessary effectively to secure the
               Advances and Special Rate Loans made hereunder equally
               and ratably with (or prior to) all indebtedness secured
               thereby; and

                   (iv)  the Borrower shall have delivered to the
               Administrative Agent a certificate signed by an
               executive officer of the Borrower and a written opinion
               of counsel satisfactory to the Administrative Agent
               (who may be counsel to the Borrower), each stating that
               such transaction and such amendment to this Agreement
               comply with this Section 5.02(c) and that all
               conditions precedent herein provided for relating to
               such transaction have been satisfied.

               (d)  Prohibition of Sale of Certain Stock.  Convey,
          sell, assign or otherwise transfer (or permit any Subsidiary
          to do so) any of the shares of capital stock of the
          Railroads now owned (directly or indirectly) or at any time
          hereafter acquired (directly or indirectly) by the Borrower,
          provided that nothing in this Section 5.02(d) will prohibit
          transfers of shares of capital stock of a Railroad to
          another Railroad or to another Subsidiary of the Borrower or 
          will prohibit the merger or other consolidation of one
          Railroad with or into another Railroad or another Subsidiary
          of the Borrower.

               (e)  Compliance with ERISA.  To the extent that any
          event or action set forth in clauses (i) through (iv) below
          would subject the Borrower and its Subsidiaries taken as a
          whole to any material liability to the PBGC or otherwise,
          (i) terminate, or permit any Subsidiary to terminate, any
          Plan; (ii) engage in, or permit any Subsidiary to engage in,
          any "prohibited transaction" (as defined in Section 4975 of
          the Code) involving any Plan; (iii) incur or suffer to
          exist, or permit any Subsidiary to incur or suffer to exist,
          any "accumulated funding deficiency" (as defined in Section
          302 of ERISA), whether or not waived, involving any Plan; or
          (iv) allow or suffer to exist, or permit any Subsidiary to
          allow or suffer to exist, any event or condition which
          presents a risk of incurring a liability to the PBGC by
          reason of termination of any Plan.

               (f)  Amendments to Tender Offer, Etc.  Make any
          amendment to the Tender Offer or the Merger Agreement which
          is materially adverse from the standpoint of the financing
          contemplated hereby, without the prior written consent of
          the Majority Banks (which consent shall not be unreasonably
          withheld or delayed), it being understood that this
          Section 5.02(f) shall be of no further force and effect
          after the consummation of the Tender Offer and the other
          transactions contemplated by the Merger Agreement in
          accordance with the terms and conditions hereof and thereof.

               (g)  Margin Stock.  Permit more than 25%, after
          applying the proceeds of each Advance or Special Rate Loan,
          of the value of the assets of the Borrower and its
          Subsidiaries (as determined in good faith by the Borrower)
          that are subject to Section 5.02(a)(i) or Section 5.02(d) to
          consist of or be represented by Margin Stock.

                                 ARTICLE VI

                             EVENTS OF DEFAULT

               SECTION 6.01.  Events of Default.  If any of the
     following events ("Events of Default") shall occur and be
     continuing:

               (a)  the Borrower shall fail to pay any principal of
          any Advance or Special Rate Loan when the same becomes due
          and payable; provided, that if any such failure shall result
          from the malfunctioning or shutdown of any wire transfer or
          other payment system employed by the Borrower to make such
          payment or from an inadvertent error of a technical or
          clerical nature by the Borrower or any bank or other entity
          employed by the Borrower to make such payment, no Event of
          Default shall result under this paragraph (a) during the
          period (not in excess of two Business Days) required by the
          Borrower to make alternate payment arrangements; or

               (b)  the Borrower shall fail to pay any interest on any
          Advance or Special Rate Loan or any fee payable hereunder or
          under any agreement executed in connection herewith when the
          same becomes due and payable and such failure shall remain
          unremedied for ten days; or

               (c)  any representation or warranty made by the
          Borrower herein or by the Borrower (or any of its officers)
          in connection with this Agreement (including, without
          limitation, any representation or warranty deemed made by
          the Borrower at the time of any Advance or Special Rate Loan
          pursuant to Article III) shall prove to have been incorrect
          in any material respect when made or deemed made; or

               (d)  the Borrower shall fail to perform or observe any
          other term, covenant or agreement contained in this
          Agreement on its part to be performed or observed if such
          failure shall remain unremedied for 30 days after written
          notice thereof shall have been given to the Borrower by the
          Administrative Agent or any Bank; or

               (e)  an event of default as defined in any mortgage,
          indenture or instrument under which there may be issued, or
          by which there may be secured or evidenced, any Debt of the
          Borrower (other than any such Debt owed to any Bank or an
          affiliate of any Bank if such event of default shall relate
          solely to a restriction on Margin Stock), whether such Debt
          now exists or shall hereafter be created, shall happen and
          shall result in Debt of the Borrower in excess of
          $20,000,000 principal amount becoming or being declared due
          and payable prior to the date on which it would otherwise
          become due and payable, and such declaration shall not be
          rescinded or annulled; or the Borrower shall fail to pay at
          maturity (or within five calendar days after maturity) Debt
          of the Borrower in excess of $20,000,000 principal amount;
          or

               (f) (i)  the Borrower or any of the Railroads shall
          commence any case, proceeding or other action (A) under any
          existing or future law of any jurisdiction, domestic or
          foreign, relating to bankruptcy, insolvency, reorganization
          or relief of debtors, seeking to have an order for relief
          entered with respect to it, or seeking to adjudicate it a
          bankrupt or insolvent, or seeking reorganization,
          arrangement, adjustment, winding-up, liquidation,
          dissolution, composition or other relief with respect to it
          or its debts, or (B) seeking appointment of a receiver,
          trustee, custodian or other similar official for it or for
          all or any substantial part of its assets, or the Borrower
          or any of the Railroads shall make a general assignment for
          the benefit of its creditors; or (ii) there shall be
          commenced against the Borrower or any of the Railroads any
          case, proceeding or other action of a nature referred to in
          clause (i) above which (A) results in the entry of an order
          for relief or any such adjudication or appointment or (B)
          remains undismissed, undischarged or unbonded for a period
          of 60 days; or (iii) there shall be commenced against the
          Borrower or any of the Railroads any case, proceeding or
          other action seeking issuance of a warrant of attachment,
          execution, distraint or similar process against all or any
          substantial part of its assets which results in the entry of
          an order for any such relief which shall not have been
          vacated, discharged, or stayed or bonded pending appeal
          within 60 days from the entry thereof; or (iv) the Borrower
          or any of the Railroads shall take any action in furtherance
          of, or indicating its consent to, approval of, or
          acquiescence in, any of the acts set forth in clause (i),
          (ii) or (iii) above; or (v) the Borrower or any of the
          Railroads shall generally not, or shall be unable to, or
          shall admit in writing its inability to, pay its debts as
          they become due; 

               (g)  a Material Plan shall fail to maintain the minimum
          funding standards required by Section 412 of the Code for
          any plan year or a waiver of such standard is sought or
          granted under Section 412(d), or a Material Plan is, shall
          have been or will be terminated or the subject of
          termination proceedings under ERISA, or the Borrower or any
          of its Subsidiaries or any ERISA Affiliate has incurred or
          will incur a liability to or on account of a Material Plan
          under Sections 4062, 4063 or 4064 of ERISA, and there shall
          result from any such event either a liability or a material
          risk of incurring a liability to the PBGC or a Material Plan
          (or a related trust) which will have a material adverse
          effect upon the business, operations or the condition
          (financial or otherwise) of the Borrower and its
          Subsidiaries, taken as a whole; or

               (h)  the Borrower or any ERISA Affiliate shall have
          been notified by the sponsor of a Multiemployer Plan that it
          has incurred withdrawal liability to such Multiemployer Plan
          in an amount which, when aggregated with all other amounts
          required to be paid to Multiemployer Plans in connection
          with withdrawal liabilities (determined as of the date of
          such notification), will have a material adverse effect upon
          the business, operations or the condition (financial or
          otherwise) of the Borrower and its Subsidiaries, taken as a
          whole; 

     then, and in any such event, the Administrative Agent (i) shall
     at the request, or may with the consent, of Banks having at least
     66-2/3% of the Commitments, by notice to the Borrower, declare
     the obligation of each Bank to make Contract Advances (and to
     make any Auction Advances and Special Rate Loans that such Bank
     has theretofore committed to make) to be terminated, whereupon
     the same shall forthwith terminate, and (ii) shall at the
     request, or may with the consent, of Banks owed at least 66-2/3%
     of the then aggregate unpaid principal amount of the Advances and
     Special Rate Loans owing to Banks, by notice to the Borrower,
     declare the Advances and Special Rate Loans, all interest thereon
     and all other amounts payable under this Agreement to be
     forthwith due and payable, whereupon the Advances and Special
     Rate Loans, all such interest and all such amounts shall become
     and be forthwith due and payable, without presentment, demand,
     protest or further notice of any kind, all of which are hereby
     expressly waived by the Borrower; provided, however, that in the
     event of an actual or deemed entry of an order for relief with
     respect to the Borrower or any of its Subsidiaries under the
     Federal Bankruptcy Code, (A) the obligation of each Bank to make
     Contract Advances (and to make any Auction Advances and Special
     Rate Loans that such Bank has theretofore committed to make)
     shall automatically be terminated and (B) the Advances and
     Special Rate Loans, all such interest and all such amounts shall
     automatically become and be due and payable, without presentment,
     demand, protest or any notice of any kind, all of which are
     hereby expressly waived by the Borrower.

                                ARTICLE VII

                       THE ADMINISTRATIVE AGENT, ETC.

               SECTION 7.01.  Authorization and Action.  Each Bank
     hereby appoints and authorizes the Administrative Agent to take
     such action as administrative agent on its behalf and to exercise
     such powers under this Agreement as are delegated to the
     Administrative Agent by the terms hereof, together with such
     powers as are reasonably incidental thereto.  As to any matters
     not expressly provided for by this Agreement (including, without
     limitation, enforcement or collection of the amounts due
     hereunder), the Administrative Agent shall not be required to
     exercise any discretion or take any action, but shall be required
     to act or to refrain from acting (and shall be fully protected in
     so acting or refraining from acting) upon the instructions of the
     Majority Banks, and such instructions shall be binding upon all
     Banks and all holders of Advances and Special Rate Loans; 
     provided, however, that the Administrative Agent shall not be
     required to take any action which exposes the Administrative
     Agent to personal liability or which is contrary to this
     Agreement or applicable law.  The Administrative Agent agrees to
     give to each Bank prompt notice of each notice given to it by the
     Borrower pursuant to the terms of this Agreement.  Chemical Bank
     and Citicorp Securities, Inc., in their capacities as Co-
     Arrangers, Chemical Securities, Inc., in its capacity as
     Syndication Agent, and Citibank, N.A., in its capacity as
     Documentation Agent, shall have no duties, responsibilities or
     liabilities whatsoever under this Agreement.

               SECTION 7.02.  Administrative Agent's Reliance, Etc. 
     Neither the Administrative Agent nor any of its directors,
     officers, agents or employees shall be liable for any action
     taken or omitted to be taken by it or them under or in connection
     with this Agreement, except for its or their own gross negligence
     or wilful misconduct.  Without limitation of the generality of
     the foregoing, the Administrative Agent:  (i) may consult with
     legal counsel (including counsel for the Borrower), independent
     public accountants and other experts selected by it and shall not
     be liable for any action taken or omitted to be taken in good
     faith by it in accordance with the advice of such counsel,
     accountants or experts; (ii) makes no warranty or representation
     to any Bank and shall not be responsible to any Bank for any
     statements, warranties or representations made in or in
     connection with this Agreement; (iii) shall not have any duty to
     ascertain or to inquire as to the performance or observance of
     any of the terms, covenants or conditions of this Agreement on
     the part of the Borrower or to inspect the property (including
     the books and records) of the Borrower; (iv) shall not be
     responsible to any Bank for the due execution, legality,
     validity, enforceability, genuineness, sufficiency or value of
     this Agreement or any other instrument or document furnished
     pursuant hereto; and (v) shall incur no liability under or in
     respect of this Agreement by acting upon any notice, consent,
     certificate or other instrument or writing (which may be by
     telecopy, telegram or cable) believed by it to be genuine and
     signed or sent by the proper party or parties.

               SECTION 7.03.  Chemical Bank and Affiliates.  With
     respect to its Commitment and the Advances and Special Rate Loans
     made by it, Chemical Bank shall have the same rights and powers
     under this Agreement as any other Bank and may exercise the same
     as though it were not the Administrative Agent; and the term
     "Bank" or "Banks" shall, unless otherwise expressly indicated,
     include Chemical Bank in its individual capacity.  Chemical Bank
     and its affiliates may accept deposits from, lend money to, act
     as trustee under indentures of, and generally engage in any kind
     of business with, the Borrower, any of its subsidiaries and any
     Person who may do business with or own securities of the Borrower
     or any such subsidiary or affiliate, all as if Chemical Bank were
     not the Administrative Agent and without any duty to account
     therefor to the Banks.

               SECTION 7.04.  Bank Credit Decision.  Each Bank
     acknowledges that it has, independently and without reliance upon
     the Administrative Agent, any other Co-Agent, either Co-Arranger
     or any other Bank and based on the financial statements referred
     to in Section 4.01 and such other documents and information as it
     has deemed appropriate, made its own credit analysis and decision
     to enter into this Agreement.  Each Bank also acknowledges that
     it will, independently and without reliance upon the
     Administrative Agent, any other Co-Agent, either Co-Arranger or
     any other Bank and based on such documents and information as it
     shall deem appropriate at the time, continue to make its own
     credit decisions in taking or not taking action under this
     Agreement.

               SECTION 7.05.  Indemnification.  The Banks agree to
     indemnify the Administrative Agent, the other Co-Agents and the
     Co-Arrangers (to the extent not promptly reimbursed by the
     Borrower), ratably as computed as set forth below from and
     against any and all liabilities, obligations, losses, damages,
     penalties, actions, judgments, suits, costs, expenses or
     disbursements of any kind or nature whatsoever that may be
     imposed on, incurred by, or asserted against any of them in any
     way relating to or arising out of the Tender Offer or this
     Agreement or any action taken or omitted by the Administrative
     Agent under this Agreement, provided that no Bank shall be liable
     for any portion of such liabilities, obligations, losses,
     damages, penalties, actions, judgments, suits, costs, expenses or
     disbursements resulting from the gross negligence or wilful
     misconduct of the Administrative Agent.  Without limitation of
     the foregoing, each Bank agrees to reimburse the Administrative
     Agent promptly upon demand for its ratable share of any costs and
     expenses payable by the Borrower under Section 8.04, to the
     extent that the Administrative Agent is not promptly reimbursed
     for such costs and expenses by the Borrower.  For purposes of
     this Section 7.05, ratable allocations among the Banks shall be
     made (i) in respect of any demand by the Administrative Agent
     prior to a declaration made pursuant to clause (ii) of
     Section 6.01, according to the respective amounts of their
     Commitments and (ii) thereafter according to the respective
     principal amounts of the Advances and Special Rate Loans then
     outstanding to them (or, if there are no Advances or Special Rate
     Loans at the time outstanding, according to the respective
     amounts of their Commitments as most recently in effect).  Each
     Bank agrees that any reasonable allocation by the Administrative
     Agent of expenses or other amounts referred to in this paragraph
     between this Agreement, the $1,100,000,000 Credit Agreement and
     the $1,400,000,000 Credit Agreement shall be conclusive and
     binding for all purposes.

               SECTION 7.06.  Successor Administrative Agent.  The
     Administrative Agent may resign at any time by giving written
     notice thereof to the Banks and the Borrower and may be removed
     at any time with or without cause by the Majority Banks.  Upon
     any such resignation or removal, the Majority Banks shall have
     the right to appoint a successor Administrative Agent with the
     consent of the Borrower (which consent shall not be required if
     at the time of such appointment any Default or Event of Default
     has occurred and is continuing).  If no successor Administrative
     Agent shall have been so appointed by the Majority Banks, and
     shall have accepted such appointment, within 30 days after the
     retiring Administrative Agent's giving of notice of resignation
     or the Majority Banks' removal of the retiring Administrative
     Agent, as applicable, then the retiring Administrative Agent may,
     on behalf of the Banks, appoint a successor Administrative Agent,
     which shall be a commercial bank organized or licensed under the
     laws of the United States of America or of any state thereof and
     having a combined capital and surplus of at least $50,000,000. 
     Upon the acceptance of any appointment as Administrative Agent
     hereunder by a successor Administrative Agent, such successor
     Administrative Agent shall succeed to and become vested with all
     the rights, powers, discretion, privileges and duties of the
     retiring Administrative Agent, and the retiring Administrative
     Agent shall be discharged from its duties and obligations under
     this Agreement.  After any retiring Administrative Agent's
     resignation or removal hereunder as Administrative Agent, the
     provisions of this Article VII shall inure to its benefit as to
     any actions taken or omitted to be taken by it while it was
     Administrative Agent under this Agreement.

                                ARTICLE VIII

                               MISCELLANEOUS

               SECTION 8.01.  Amendments, Etc.  No amendment or waiver
     of any provision of this Agreement, nor consent to any departure
     by the Borrower therefrom, shall in any event be effective unless
     the same shall be in writing and signed by the Majority Banks,
     and then such waiver or consent shall be effective only in the
     specific instance and for the specific purpose for which given;
     provided, however, that:

               (a)  no amendment, waiver or consent shall, unless in
          writing and signed by all the Banks, do any of the
          following:  (1) waive any of the conditions specified in
          Section 3.01, (2) waive any of the conditions specified in
          Section 3.02 (if and to the extent that the Borrowing which
          is the subject of such waiver would involve an increase in
          the aggregate outstanding amount of Advances over the
          aggregate amount of Advances outstanding immediately prior
          to such Borrowing), (3) increase the Commitments of the
          Banks or subject the Banks to any additional obligations,
          (4) reduce the principal of, or interest on, the Contract
          Advances or any fees or other amounts payable hereunder,
          (5) postpone any date fixed for any payment of principal of,
          or interest on, the Contract Advances or any fees or other
          amounts payable hereunder, (6) make any change which would
          alter the percentage of the Commitments or of the aggregate
          unpaid principal amount of the Contract Advances, or the
          number of Banks, which shall otherwise be required for the
          Banks or any of them to take any action hereunder or
          (7) amend this Section 8.01; 

               (b)  no amendment, waiver or consent shall, unless in
          writing and signed by the Bank holding an Auction Advance at
          such time (1) reduce the principal of, or interest on, such
          Auction Advance or any fees or other amounts payable
          hereunder or thereunder with respect thereto, (2) postpone
          any date fixed for any payment of principal of, or interest
          on, such Auction Advance or any fees or other amounts
          payable hereunder or thereunder with respect thereto, or
          (3) subject such Bank to any additional obligations with
          respect to such Bank's Auction Advance;

               (c)  no amendment, waiver or consent shall, unless in
          writing and signed by the Bank holding a Special Rate Loan
          at such time (1) reduce the principal of, or interest on,
          such Special Rate Loan or any fees or other amounts payable
          with respect thereto, (2) postpone any date fixed for any
          payment of principal of, or interest on, such Special Rate
          Loan or any fees or other amounts payable with respect
          thereto, or (3) subject such Bank to any additional
          obligations with respect to such Bank's Special Rate Loan;

               (d)  no amendment, waiver or consent shall, unless in
          writing and signed by the Administrative Agent in addition
          to the Banks required above to take such action, affect the
          rights or duties of the Administrative Agent under this
          Agreement; and 

               (e)  no amendment, waiver or consent shall, unless in
          writing and signed by the Co-Arrangers and the Co-Agents,
          alter the last sentence of Section 7.01.

               SECTION 8.02.  Notices, Etc.  All notices and other
     communications provided for hereunder shall be in writing
     (including telecopy, telegraphic or cable communication) and
     telecopied, mailed, telegraphed, cabled or delivered, if to the
     Borrower, at its address at Martin Tower, Eighth and Eaton
     Avenues, Bethlehem, Pennsylvania 18018, Attention:  Vice
     President and Treasurer, telephone number (610) 861-3200,
     telecopier number (610) 861-3111; if to any Bank listed on
     Schedule I hereto, at its Domestic Lending Office specified
     opposite its name on Schedule I hereto; if to any other Bank, at
     its Domestic Lending Office specified in the Assignment and
     Acceptance pursuant to which it became a Bank; and if to the
     Administrative Agent, at its address at Chemical Bank Agency
     Services Corporation, Grand Central Tower, 140 East 45th Street,
     29th Floor, New York, New York 10017, Attention: Sandra J.
     Miklave, with a copy to Chemical Bank, 270 Park Avenue, 8th
     Floor, New York, New York 10017, Attention:  Julie S. Long; or,
     as to the Borrower, any Bank or the Administrative Agent, at such
     other address as shall be designated by such party in a written
     notice to the other parties and, as to each other party, at such
     other address as shall be designated by such party in a written
     notice to the Borrower and the Administrative Agent.  All such
     notices and communications shall, when telecopied, mailed,
     telegraphed or cabled, be effective when sent by telecopy,
     deposited in the mails, delivered to the telegraph company or
     delivered to the cable company, respectively, except that notices
     and communications to the Administrative Agent pursuant to
     Article II or VII shall not be effective until received by the
     Administrative Agent.  The Administrative Agent shall be entitled
     to rely on any oral notice made pursuant to Section 2.03(v)
     believed by it to be genuine and made by the proper party or
     parties, and the Borrower and the Banks, as the case may be,
     agree to be conclusively bound by the Administrative Agent's
     records in respect of any such notice.  

               SECTION 8.03.  No Waiver; Remedies.  No failure on the
     part of any Bank or the Administrative Agent to exercise, and no
     delay in exercising, any right hereunder shall operate as a
     waiver thereof; nor shall any single or partial exercise of any
     such right preclude any other or further exercise thereof or the
     exercise of any other right.  The remedies herein provided are
     cumulative and not exclusive of any remedies provided by law.

               SECTION 8.04.  Costs, Expenses and Taxes.  (a)  The
     Borrower agrees to pay on demand all costs and expenses in
     connection with the preparation, execution, delivery,
     administration, modification and amendment of this Agreement and
     the other documents to be delivered hereunder, including, without
     limitation, the reasonable fees and out-of-pocket expenses of
     counsel for the Administrative Agent with respect thereto and
     with respect to advising the Administrative Agent as to its
     rights and responsibilities under this Agreement, and all costs
     and expenses, if any (including, without limitation, reasonable
     counsel fees and expenses), incurred by the Administrative Agent
     or any Bank in connection with the "work-out" or other
     enforcement (whether through negotiations, legal proceedings or
     otherwise) of this Agreement and the other documents to be
     delivered hereunder.  In addition, the Borrower agrees to pay any
     present or future stamp or documentary taxes or any other excise
     or property taxes, charges or similar levies which arise from the
     execution and delivery of this Agreement and agrees to save the
     Administrative Agent and each Bank harmless from and against any
     and all liabilities with respect to or resulting from any delay
     in paying or omission to pay such taxes.

               (b)  If (i) any payment of principal of any Adjusted CD
     Rate Advance or Eurodollar Rate Contract Advance or Auction
     Advance or Special Rate Loan is made (1) by the Borrower to or
     for the account of a Bank other than on the last day of the
     Interest Period for such Contract Advance, or on the maturity
     date of such Auction Advance or Special Rate Loan, as the case
     may be, or as a result of a payment pursuant to Section 2.07(d),
     or as a result of acceleration of the maturity of the Advances
     and Special Rate Loans pursuant to Section 6.01 or for any other
     reason, or (2) by an Eligible Assignee to a Bank other than on
     the last day of the Interest Period (or the final maturity date
     in the case of an Auction Advance or Special Rate Loan) for such
     Advance or Special Rate Loan upon an assignment of rights and
     obligations under this Agreement pursuant to Section 8.07 as a
     result of a demand by the Borrower pursuant to Section 8.07(a),
     or an assignment of rights and obligations under this Agreement
     pursuant to Section 2.17 as a result of a demand by the Borrower,
     or (ii) the Borrower fails to convert or continue any Contract
     Advance hereunder after irrevocable notice of such conversion or
     continuation has been given pursuant to Section 2.04, then the
     Borrower shall, upon demand by the affected Bank (with a copy of
     such demand to the Administrative Agent), pay to the
     Administrative Agent for the account of such Bank any amounts
     required to compensate such Bank for any additional losses, costs
     or expenses which it may reasonably incur as a result of such
     payment or failure, including, without limitation, any loss
     (including loss of anticipated profits), cost or expense incurred
     by reason of the liquidation or reemployment of deposits or other
     funds acquired by such Bank to fund or maintain such Advance.  A
     certificate of such Bank setting forth the amount demanded
     hereunder and the basis therefor shall, in the absence of
     manifest error, be conclusive and binding for all purposes.

               SECTION 8.05.  Right of Set-off.  Upon (i) the
     occurrence and during the continuance of any Event of Default and
     (ii) the making of the request or the granting of the consent
     specified by Section 6.01 to authorize the Administrative Agent
     to declare the Advances and Special Rate Loans due and payable
     pursuant to the provisions of Section 6.01, each Bank is hereby
     authorized at any time and from time to time, to the fullest
     extent permitted by law, to set off and apply any and all
     deposits (general or special, time or demand, provisional or
     final) at any time held and other indebtedness at any time owing
     by such Bank to or for the credit or the account of the Borrower
     against any and all of the obligations of the Borrower now or
     hereafter existing under this Agreement and the Advances and
     Special Rate Loans made by such Bank, irrespective of whether or
     not such Bank shall have made any demand under this Agreement and
     although such obligations may be unmatured.  Each Bank agrees
     promptly to notify the Borrower and the Administrative Agent
     after any such setoff and application made by such Bank, provided
     that the failure to give such notice shall not affect the
     validity of such set-off and application.  The rights of each
     Bank under this Section 8.05 are in addition to other rights and
     remedies (including, without limitation, other rights of setoff)
     which such Bank may have.

               SECTION 8.06.  Binding Effect.  This Agreement shall
     become effective when it shall have been executed by the
     Borrower, the Administrative Agent, the other Co-Agents and the
     Co-Arrangers and when the Administrative Agent shall have been
     notified by each Bank that such Bank has executed it and
     thereafter shall be binding upon and inure to the benefit of the
     Borrower, the Administrative Agent, the other Co-Agents, the Co-
     Arrangers and each Bank and their respective successors and
     assigns.

               SECTION 8.07.  Assignments and Participations. 
     (a) Each Bank may and, if demanded by the Borrower pursuant to
     subsection (g) hereof, shall assign to one or more banks or other
     entities all or a portion of its rights and obligations under
     this Agreement (including, without limitation, all or a portion
     of its Commitment and the Advances and Special Rate Loans owing
     to it); provided, however, that (i) each such assignment shall
     (except in the case of outstanding Auction Advances and Special
     Rate Loans) be of a constant, and not a varying, percentage of
     all of the rights and obligations of the Banks under this
     Agreement, (ii) the amount of the Commitment of the assigning
     Bank being assigned pursuant to each such assignment (determined
     as of the date of the Assignment and Acceptance with respect to
     such assignment) shall in no event be less than the lesser of
     (x) the amount set forth opposite the name of such Bank on the
     signature pages to this Agreement or in the Assignment and
     Acceptance pursuant to which the assigning Bank became a Bank,
     and (y) $25,000,000, and shall be an integral multiple of
     $1,000,000, (iii) each such assignment shall be to an Eligible
     Assignee and (iv) the parties to each such assignment shall
     execute and deliver to the Administrative Agent, for its
     acceptance and recording in the Register, an Assignment and
     Acceptance, together with a processing fee of $2,500.  Upon such
     execution, delivery, acceptance and recording, from and after the
     effective date specified in each Assignment and Acceptance, which
     effective date shall be at least three Business Days after the
     execution thereof, (x) the assignee thereunder shall be a party
     hereto and, to the extent that rights and obligations hereunder
     have been assigned to it pursuant to such Assignment and
     Acceptance, have the rights and obligations of a Bank hereunder
     and (y) the Bank assignor thereunder shall, to the extent that
     rights and obligations hereunder have been assigned by it
     pursuant to such Assignment and Acceptance, relinquish its rights
     and be released from its obligations under this Agreement (and,
     in the case of an Assignment and Acceptance covering all or the
     remaining portion of an assigning Bank's rights and obligations
     under this Agreement, such Bank shall cease to be a party
     hereto), provided that the obligations of the Borrower to the
     Bank assignor described in Sections 2.02(b), 2.11, 2.12, 2.15,
     8.04 and 8.12 that arose prior to such assignment, and the
     obligations of the Bank assignor described in Sections 7.05 and
     8.10 that arose prior to such assignment, shall survive the
     making of such assignment, notwithstanding that such Bank
     assignor may cease to be a "Bank" hereunder.  Notwithstanding the
     foregoing, any Bank assigning its rights and obligations under
     this Agreement may retain any Auction Advances and any Special
     Rate Loans made by it outstanding at such time, and in such case
     shall retain its rights hereunder in respect of any Advances and
     Special Rate Loans so retained until such Advances and Special
     Rate Loans have been repaid in full in accordance with this
     Agreement.

               (b)  By executing and delivering an Assignment and
     Acceptance, the Bank assignor thereunder and the assignee
     thereunder confirm to and agree with each other and the other
     parties hereto as follows:  (i) other than as provided in such
     Assignment and Acceptance, such assigning Bank makes no
     representation or warranty and assumes no responsibility with
     respect to any statements, warranties or representations made in
     or in connection with this Agreement or the execution, legality,
     validity, enforceability, genuineness, sufficiency or value of
     this Agreement or any other instrument or document furnished
     pursuant hereto; (ii) such assigning Bank makes no representation
     or warranty and assumes no responsibility with respect to the
     financial condition of the Borrower or the performance or
     observance by the Borrower of any of its obligations under this
     Agreement or any other instrument or document furnished pursuant
     hereto; (iii) such assignee confirms that it has received a copy
     of this Agreement, together with copies of the financial
     statements referred to in Section 4.01 and such other documents
     and information as it has deemed appropriate to make its own
     credit analysis and decision to enter into such Assignment and
     Acceptance; (iv) such assignee will, independently and without
     reliance upon the Administrative Agent, any other Co-Agent,
     either Co-Arranger, such assigning Bank or any other Bank and
     based on such documents and information as it shall deem
     appropriate at the time, continue to make its own credit
     decisions in taking or not taking action under this Agreement;
     (v) such assignee confirms that it is an Eligible Assignee,
     except for any required consent of the Borrower; (vi) such
     assignee appoints and authorizes the Administrative Agent to take
     such action as agent on its behalf and to exercise such powers
     under this Agreement as are delegated to the Administrative Agent
     by the terms hereof, together with such powers as are reasonably
     incidental thereto; and (vii) such assignee agrees that it will
     perform in accordance with their terms all of the obligations
     which by the terms of this Agreement are required to be performed
     by it as a Bank.

               (c)  The Administrative Agent shall maintain at its
     address referred to in Section 8.02 a copy of each Assignment and
     Acceptance delivered to and accepted by it and a register for the
     recordation of the names and addresses of the Banks and the
     Commitment of, and principal amount of the Advances owing to,
     each Bank from time to time (the "Register").  Subject to
     Section 2.14(f), the entries in the Register shall be conclusive
     and binding for all purposes, absent manifest error, and the
     Borrower, the Administrative Agent and the Banks may treat each
     Person whose name is recorded in the Register as a Bank hereunder
     for all purposes of this Agreement.  The Register shall be
     available for inspection by the Borrower or any Bank at any
     reasonable time and from time to time upon reasonable prior
     notice.

               (d)  Upon its receipt of an Assignment and Acceptance
     executed by an assigning Bank and an assignee representing that
     it is an Eligible Assignee, the Administrative Agent shall, if
     such Assignment and Acceptance has been completed and is in
     substantially the form of Exhibit B hereto, (i) accept such
     Assignment and Acceptance, (ii) record the information contained
     therein in the Register, (iii) give prompt notice thereof to the
     Borrower and (iv) send a copy thereof to the Borrower.  

               (e)  Each Bank may sell participations to one or more
     banks or other entities in or to all or a portion of its rights
     and obligations under this Agreement (including, without
     limitation, all or a portion of its Commitment and the Advances
     or Special Rate Loans owing to it); provided, however, that (i)
     such Bank's obligations under this Agreement (including, without
     limitation, its Commitment to the Borrower hereunder) shall
     remain unchanged, (ii) such Bank shall remain solely responsible
     to the other parties hereto for the performance of such
     obligations and (iii) the Borrower, the Administrative Agent and
     the other Banks shall continue to deal solely and directly with
     such Bank in connection with such Bank's rights and obligations
     under this Agreement; and provided further, however, that such
     Bank shall not agree with any such bank or other financial
     institution to permit such bank or other financial institution to
     enforce the obligations of the Borrower relating to the Advances
     or any Special Rate Loan or to approve of any amendment,
     modification or waiver of any provision of this Agreement (other
     than amendments, modifications or waivers with respect to any
     decrease in any fees payable hereunder or the amount of principal
     or rate of interest which is payable in respect of such Advances
     or Special Rate Loan or any extension of the dates fixed for the
     payment thereof).

               (f)  Any Bank may, in connection with any assignment or
     participation or proposed assignment or participation pursuant to
     this Section 8.07, disclose to the assignee or participant or
     proposed assignee or participant any information relating to the
     Borrower furnished to such Bank by or on behalf of the Borrower;
     provided that, prior to any such disclosure, the assignee or
     participant or proposed assignee or participant shall agree to
     preserve the confidentiality of any information relating to the
     Borrower, this Agreement or the Tender Offer received by it from
     such Bank in accordance with Section 8.10.

               (g)  If any Bank shall make demand for payment under or
     shall notify the Borrower that it is affected by an event
     described in Section 2.11 or 2.15 hereunder or shall notify the
     Administrative Agent pursuant to Section 2.13 hereunder, then
     within 15 days after such demand or such notice, the Borrower may
     (i) demand that such Bank assign in accordance with this
     Section 8.07 to one or more Eligible Assignees designated by the
     Borrower all (but not less than all) of such Bank's Commitment
     and the Advances and Special Rate Loans owing to it within the
     next succeeding 30 days, provided that, if any such Eligible
     Assignee designated by the Borrower shall fail to consummate such
     assignment on terms acceptable to such Bank, or if the Borrower
     shall fail to designate any such Eligible Assignees for all or
     part of such Bank's Commitment, Advances and Special Rate Loans,
     then such Bank may assign such Commitment, Advances and Special
     Rate Loans to any other Eligible Assignee in accordance with this
     Section 8.07 during such 30-day period or (ii) terminate all (but
     not less than all) of such Bank's Commitment and repay all (but
     not less than all) of such Bank's Advances and Special Rate Loans
     not so assigned on or before such 30th day in accordance with
     Sections 2.06 and 2.07(d) hereof (but without the requirements
     stated therein for ratable treatment of the Banks).  Nothing in
     this Section 8.07(g) shall relieve the Borrower of its
     obligations for payment under Section 2.11 or 2.15 arising prior
     to an assignment or termination pursuant hereto.

               (h)  Any Bank may at any time assign all or any portion
     of its rights under this Agreement to a Federal Reserve Bank;
     provided that no such assignment shall release a Bank from any of
     its obligations hereunder.  In connection with any such
     assignment or proposed assignment, the Borrower will, promptly
     upon the request of any Bank, execute and deliver to such Bank a
     note evidencing the Borrower's obligations hereunder, in a form
     mutually satisfactory to the Borrower and such Bank; provided
     that if the Borrower certifies to such Bank upon such request
     that it believes any authorization, approval or other action by
     the Interstate Commerce Commission (or any successor agency
     having jurisdiction) is required for the issuance of such note,
     the Borrower shall not be deemed to be in default under this
     Section 8.07(h) so long as the Borrower is diligently seeking
     such authorization, approval or other action, at such Bank's
     expense.

               (i)  This Section 8.07 sets forth the exclusive manner
     by which a Bank may assign its rights and obligations hereunder
     or sell participations in or to its rights and obligations
     hereunder.

               (j)  Each Bank agrees to notify the Borrower of any
     assignment of or grant of a participating interest in any Advance
     or Special Rate Loan, and of the identity of the assignee or
     participant.

               (k)  The Borrower may not assign or delegate any rights
     or obligations hereunder without the prior written consent of
     each Bank.

               SECTION 8.08.  GOVERNING LAW.  THIS AGREEMENT SHALL BE
     GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
     STATE OF NEW YORK.  

               SECTION 8.09.  Submission to Jurisdiction; Service of
     Process; Jury Trial.  The Borrower hereby submits to the
     nonexclusive jurisdiction of the United States District Court for
     the Southern District of New York and of any New York state court
     sitting in New York City for the purposes of all legal
     proceedings arising out of or relating to this Agreement or the
     transactions contemplated hereby.  The Borrower shall at all
     times continue to be qualified to do business in and maintain an
     office in New York or, alternatively, shall maintain an agent for
     service of process in New York and shall provide the
     Administrative Agent with notice of the identity of such agent,
     such appointment to be documented in a manner satisfactory to the
     Administrative Agent.  The Borrower hereby agrees that service of
     process in any such proceeding may be effected by mailing a copy
     thereof by registered or certified mail (or any substantially
     similar form of mail), postage prepaid, to it at its address
     referred to in Section 8.02.  The Borrower irrevocably waives, to
     the fullest extent permitted by applicable law, any objection
     that it may now or hereafter have to the laying of the venue of
     any such proceeding brought in such a court and any claim that
     any such proceeding brought in such a court has been brought in
     an inconvenient forum.  EACH OF THE BORROWER, THE CO-ARRANGERS,
     THE ADMINISTRATIVE AGENT, THE OTHER CO-AGENTS AND THE BANKS
     HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
     ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
     TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THIS
     AGREEMENT, THE ADVANCES, THE SPECIAL RATE LOANS OR THE ACTIONS OF
     THE BORROWER, THE CO-ARRANGERS, THE ADMINISTRATIVE AGENT, THE
     OTHER CO-AGENTS OR ANY BANK IN THE NEGOTIATION, ADMINISTRATION,
     PERFORMANCE OR ENFORCEMENT THEREOF.

               SECTION 8.10.  Treatment of Certain Information;
     Confidentiality.  (a)  The Borrower acknowledges that from time
     to time financial advisory, investment banking and other services
     may be offered or provided to the Borrower or one or more of its
     Subsidiaries (in connection with this Agreement or otherwise) by
     any Bank or by one or more subsidiaries or affiliates of such
     Bank and the Borrower hereby authorizes each Bank to share any
     information delivered to such Bank by the Borrower and its
     Subsidiaries pursuant to this Agreement, or in connection with
     the decision of such Bank to enter into this Agreement, with any
     such subsidiary or affiliate, it being understood that any such
     subsidiary or affiliate receiving such information shall be bound
     by the provisions of paragraph (b) below as if it were a Bank
     hereunder.  Such authorization shall survive the repayment of the
     Advances and Special Rate Loans and the termination of the
     Commitments.

               (b)  Each Bank and the Administrative Agent agrees that
     it will not disclose without the prior consent of the Borrower
     (other than to its affiliates and to its and its affiliates'
     directors, employees, auditors and counsel who are informed of
     and agree to respect the confidential nature of such information,
     and then only on a "need to know" basis in connection with this
     Agreement, the Tender Offer or the financing thereof) any
     information (the "Information") with respect to the Borrower (or
     its business), CNW or the Tender Offer which is furnished by or
     on behalf of the Borrower to such Bank or to the Administrative
     Agent in connection with this Agreement, the Tender Offer or the
     financing thereof; provided, that the Banks and the
     Administrative Agent may disclose any such Information (i) that
     is or has become generally available to the public (other than as
     a result of a disclosure in violation of this Section 8.10 or the
     letter referred to in Section 8.10(e)) or is or becomes available
     to the Banks and the Administrative Agent on a non-confidential
     basis from a source other than the Borrower or its agents
     (unless, to the actual knowledge of the recipient Bank or the
     Administrative Agent, such information was provided by such
     source in violation of a confidentiality agreement), (ii) as may
     be required or appropriate in response to any summons or subpoena
     or in connection with any litigation, (iii) in order to comply
     with any applicable law or regulation, or in accordance with any
     order, ruling or regulatory practice of any bank regulatory
     agency (including, without limitation, the Board of Governors of
     the Federal Reserve System or any foreign bank regulatory agency)
     having or claiming jurisdiction over the relevant Bank or the
     Administrative Agent, and (iv) to a proposed assignee or
     participant in connection with any proposed assignment or
     participation permitted under Section 8.07 as provided in
     Section 8.07(f), provided that such proposed assignee or
     participant agrees in writing to be bound by the confidentiality
     provisions of this Section 8.10.

               (c)  In the event that any Bank or any Person receiving
     Information from such Bank becomes legally compelled to disclose
     any of the Information or the existence of this Agreement (other
     than to any bank regulatory agency referred to in
     Section 8.10(b)(iii) in the course of customary audits of the
     relevant Bank), such Bank shall provide the Borrower with notice
     of such event promptly upon obtaining knowledge thereof (provided
     that such notice is not otherwise prohibited by law) so that the
     Borrower may seek a protective order or other appropriate remedy. 
     In the event that such protective order or other remedy is not
     obtained, such Bank shall furnish only that portion of the
     Information which in its reasonable opinion it is legally
     required to disclose and shall disclose such Information in a
     manner reasonably designed to preserve its confidential nature.

               (d)  Each Bank acknowledges that disclosure of
     Information in violation of this Section 8.10 could have serious
     consequences, and agrees that, in the event of any breach of this
     Section 8.10 by any Bank or its representatives, the Borrower
     will be entitled to equitable relief (including injunctive relief
     and specific performance) in addition to all other remedies
     available to it at law or in equity.

               (e)  The obligations of each Bank under this
     Section 8.10 shall supersede and replace the obligations of such
     Bank under the confidentiality letter executed by it in respect
     of this financing prior to the date hereof, and the
     confidentiality obligations of any proposed assignee that has
     executed a confidentiality letter prior to the date on which it
     becomes a Bank hereunder pursuant to Section 8.07(a) shall be
     superseded by this Section 8.10 upon the date upon which such
     assignee becomes a Bank.  

               (f)  Each Bank's obligations and all of the Borrower's
     rights and remedies under this Section 8.10 shall survive any
     reduction in the Commitments, the termination of this Agreement
     or the return or destruction of the Information, in each case
     until the date one year after the termination of this Agreement.

               SECTION 8.11.  Execution in Counterparts.  This
     Agreement may be executed in any number of counterparts and by
     different parties hereto in separate counterparts, each of which
     when so executed shall be deemed to be an original and all of
     which taken together shall constitute one and the same agreement.

               SECTION 8.12.  Indemnification.  (a)  The Borrower
     agrees to indemnify and hold harmless the Administrative Agent,
     each other Co-Agent, each Co-Arranger and each Bank and each of
     their respective officers, directors, employees, agents, advisors
     and representatives (each, an "Indemnified Party") from and
     against any and all claims, damages, losses, liabilities and
     expenses (including, without limitation, fees and disbursements
     of counsel), joint or several, that may be incurred by or
     asserted or awarded against any Indemnified Party, in each case
     arising out of or in connection with or relating to any
     investigation, litigation or proceeding or the preparation of any
     defense with respect thereto, arising out of or in connection
     with or relating to this Agreement or the transactions
     contemplated hereby (including without limitation the Tender
     Offer) or any use made or proposed to be made with the proceeds
     of the Advances or Special Rate Loans, whether or not such
     investigation, litigation or proceeding is brought by the
     Borrower, any of its Subsidiaries, shareholders or creditors, an
     Indemnified Party or any other Person, or an Indemnified Party is
     otherwise a party thereto, and whether or not the transactions
     contemplated hereby are consummated, except to the extent such
     claim, damage, loss, liability or expense (i) results from such
     Indemnified Party's gross negligence or wilful misconduct or (ii)
     arises out of a final, non-appealable judgment against such
     Indemnified Party in favor of the Borrower on the basis of a
     breach of this Agreement.  The foregoing indemnification shall
     not cover any such claims, damages, losses, liabilities or
     expenses relating to (i) any income, stamp or other taxes,
     imports, duties, charges, fees, deductions or withholdings
     imposed, levied, collected, withheld or assessed by the United
     States or any political subdivision or taxing authority thereof
     or therein (including Puerto Rico) or of the country in which any
     Bank's principal office or Applicable Lending Office may be
     located or any political subdivision or taxing authority thereof
     or therein; (ii) any costs (whenever imposed) to any Bank of
     agreeing to make or making, funding or maintaining any Advances
     or Special Rate Loans; or (iii) any capital required or expected
     to be maintained by any Bank or any corporation controlling such
     Bank as a result of such Bank's Commitment or its Advances or
     Special Rate Loans, but in each case without prejudice to
     Sections 2.02(b), 2.11, 2.12, 2.15 and 8.04.

               (b)  The Borrower agrees that no Indemnified Party
     shall have any liability (whether direct or indirect, in
     contract, tort or otherwise) to the Borrower or any of its
     Subsidiaries, shareholders or creditors or any other Person for
     or in connection with the transactions contemplated hereby,
     except to the extent such liability is found in a final non-
     appealable judgment by a court of competent jurisdiction to have
     resulted from such Indemnified Party's gross negligence or wilful
     misconduct; provided that nothing in this clause (b) shall be
     deemed to constitute a waiver of any claim the Borrower may
     hereafter have for breach by any party of this Agreement; and
     provided, further, that in no event shall any Indemnified Party
     be liable for any indirect or consequential damages.

               IN WITNESS WHEREOF, the parties hereto have caused this
     Agreement to be executed by their respective officers thereunto
     duly authorized, as of the date first above written.

                                   UNION PACIFIC CORPORATION

                                   By /s/ Robert M. Knight, Jr.  
                                     Name:  Robert M. Knight, Jr.
                                     Title: Assistant Treasurer

                                   Administrative Agent

                                   CHEMICAL BANK, as Administrative
                                     Agent

                                   By /s/ Julie S. Long          
                                     Name:  Julie S. Long
                                     Title: Vice President

                                   Documentation Agent

                                   CITIBANK, N.A., as Documentation
                                     Agent

                                   By /s/                        
                                     Name:  
                                     Title: Attorney-in-Fact

                                   Syndication Agent

                                   CHEMICAL SECURITIES, INC., as
                                     Syndication Agent

                                   By /s/ Evelyn M. Aloise       
                                     Name:  Evelyn M. Aloise
                                     Title:

                                   CO-ARRANGERS

                                   CHEMICAL BANK, as Co-Arranger

                                   By /s/ Julie S. Long          
                                     Name:  Julie S. Long
                                     Title: Vice President

                                   CITICORP SECURITIES, INC., as 
                                     Co-Arranger

                                   By /s/                        
                                     Name:  
                                     Title: V.P.

       COMMITMENT                  BANKS

     $67,826,087.00                CHEMICAL BANK

                                   By /s/ Julie S. Long          
                                     Name: Julie S. Long
                                     Title: Vice President

     $67,826,087.00                CITIBANK, N.A.

                                   By /s/                        
                                     Name: 
                                     Title: Attorney-in-Fact

     $52,173,913.04                ABN AMRO BANK N.V., NEW YORK BRANCH

                                   By /s/ John W. Deegan         
                                     Name: John W. Deegan
                                     Title: V.P.

                                   By /s/ Olga L. Zoutendijk     
                                     Name: Olga L. Zoutendijk
                                     Title: V.P.

     $52,173,913.04                BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION

                                   By /s/ Bridget A. Garavalia   
                                     Name: Bridget A. Garavalia
                                     Title: Vice President

                                   By___________________________
                                     Name:
                                     Title:

     $52,173,913.04                BANK OF MONTREAL

                                   By /s/ David J. Thompson      
                                     Name: David J. Thompson
                                     Title: Director

     $52,173,913.04                THE CHASE MANHATTAN BANK (NATIONAL
                                     ASSOCIATION)

                                   By /s/ F.M. Cox, III          
                                     Name: F.M. Cox, III
                                     Title: Vice President

     $52,173,913.04                CREDIT SUISSE

                                   By /s/ Eileen O'Connell Fox   
                                     Name: Eileen O'Connell Fox
                                     Title:  Member of Senior
                                             Management

                                   By /s/ Christopher J. Eldin   
                                     Name: Christopher J. Eldin
                                     Title:  Member of Senior
                                             Management

     $52,173,913.04                THE FIRST NATIONAL BANK OF CHICAGO

                                   By /s/ Gerald F. Mackin       
                                     Name: Gerald F. Mackin
                                     Title: Vice President

     $52,173,913.04                MORGAN GUARANTY TRUST COMPANY OF
                                     NEW YORK

                                   By /s/ Laura E. Reim          
                                     Name: Laura E. Reim
                                     Title: Vice President

     $52,173,913.04                NATIONAL WESTMINSTER BANK PLC, NEW
                                     YORK BRANCH

                                   By /s/ Anne Marie Torre       
                                     Name: Anne Marie Torre
                                     Title: Vice President

     $52,173,913.04                NATIONSBANK, N.A. (CAROLINAS)

                                   By /s/ Michael D. Monte       
                                     Name: Michael D. Monte
                                     Title: Vice President

     $52,173,913.04                UNION BANK OF SWITZERLAND

                                   By /s/ Daniel H. Perron       
                                     Name: Daniel H. Perron
                                     Title: Vice President

                                   By /s/ Daniel R. Strickford   
                                     Name: Daniel R. Strickford
                                     Title: Assistant Treasurer

     $41,739,130.43                THE BANK OF TOKYO TRUST COMPANY

                                   By /s/ 
                                     Name:
                                     Title: Vice President

     $41,739,130.43                CREDIT LYONNAIS NEW YORK BRANCH

                                   By /s/ Mary E. Collier        
                                     Name: Mary E. Collier
                                     Title: Vice President

     $41,739,130.43                THE INDUSTRIAL BANK OF JAPAN
                                   LIMITED NEW YORK BRANCH

                                   By /s/ John Veltri            
                                     Name: Mr. John Veltri
                                     Title: Senior Vice President

     $41,739,130.43                MELLON BANK, N.A.

                                   By /s/ Donald G. Cassidy      
                                     Name: Donald G. Cassidy
                                     Title: First Vice President

     $41,739,130.43                PNC BANK, NATIONAL ASSOCIATION

                                   By /s/ Robert Q. Reilly       
                                     Name: Robert Q. Reilly
                                     Title: Vice President

     $41,739,130.43                SOCIETE GENERALE

                                   By /s/ Jan Wertlieb           
                                     Name: Jan Wertlieb
                                     Title: Vice President

     $41,739,130.43                THE SUMITOMO BANK, LIMITED, NEW
                                     YORK BRANCH

                                   By /s/ Y. Kawamura            
                                     Name: Y. Kawamura
                                     Title: Joint General Manager

     $41,739,130.43                TORONTO DOMINION (NEW YORK), INC.

                                   By /s/ Jorge Garcia           
                                     Name: Jorge Garcia
                                     Title: Vice President

     $26,086,956.52                THE BANK OF CALIFORNIA, N.A.

                                   By /s/ Harry S. Matthews           
                                     Name: Harry S. Matthews
                                     Title: Vice President

     $26,086,956.52                THE BANK OF NEW YORK

                                   By /s/ Michael V. Flannery, Jr.    
                                     Name: Michael V. Flannery, Jr.
                                     Title: Vice President

     $26,086,956.52                BANQUE NATIONALE DE PARIS

                                   By /s/ Walter Kaplan               
                                     Name: Walter Kaplan
                                     Title: Vice President

                                   By /s/ Phil Truesdale              
                                     Name: Phil Truesdale
                                     Title: Vice President

     $26,086,956.52                THE DAI-ICHI KANGYO BANK, LTD.

                                   By /s/ Robert Gallagher            
                                     Name: Robert Gallagher
                                     Title: Assistant V.P.

     $26,086,956.52                THE NORTHERN TRUST COMPANY

                                   By /s/ J. Chip McCall         
                                     Name: J. Chip McCall
                                     Title: Second Vice President

     $26,086,956.52                ROYAL BANK OF CANADA

                                   By /s/ Michael J. Madnick     
                                     Name: Michael J. Madnick
                                     Title: Manager

     $26,086,956.52                THE YASUDA TRUST AND BANKING
                                     COMPANY LIMITED

                                   By /s/ Rohn M. Laudenschlager 
                                     Name: Rohn M. Laudenschlager
                                     Title: Senior Vice President

     $13,043,478.26                THE BOATMEN'S NATIONAL BANK OF
                                     ST. LOUIS

                                   By____________________________
                                     Name:
                                     Title:

     $13,043,478.26                CRESTAR BANK

                                   By /s/ J. F. Jayle, Jr.       
                                     Name: J.F. Jayle, Jr.
                                     Title: Senior Vice President

                                             SCHEDULE I
                                     UNION PACIFIC CORPORATION

                     Domestic                                 Eurodollar
Name of Bank         Lending Office     CD Lending Office     Lending Office

Chemical Bank        270 Park Avenue    Same as Domestic      Same as Domestic
                     New York, New York Lending Office        Lending Office
                     10172

Citibank, N.A.       399 Park Avenue    Same as Domestic      Same as Domestic
                     New York, New York Lending Office        Lending Office
                     10043

ABN Amro Bank N.V.,  500 Park Avenue    Same as Domestic      Same as Domestic
New York             New York, New York Lending Office        Lending Office
Branch               10022

Bank of America      1850 Gateway        Same as Domestic     Same as Domestic
National Trust       Boulevard           Lending Office       Lending Office
and Savings          Concord, California 
Association          94520

Bank of Montreal     115 South LaSalle   Same as Domestic     Same as Domestic
                     Street              Lending Office       Lending Office
                     Chicago, Illinois 
                     60603

The Chase Manhattan  One Chase Manhattan  Same as Domestic     Same as Domestic
Bank                 Plaza                Lending Office       Lending Office
(National            New York, New York 
Association)         10081

Credit Suisse        12 East 49th         Same as Domestic     Same as Domestic
                     Street,              Lending Office       Lending Office
                     42nd Floor
                     New York, New York 
                     10017

The First National   One First National    Same as Domestic    Same as Domestic
Bank of              Plaza                 Lending Office      Lending Office
Chicago              Chicago, Illinois 
                     60670

Morgan Guaranty      60 Wall Street       Same as Domestic     Morgan Guaranty
Trust Company        New York, New York   Lending Office       Trust Company
of New York          10260                                     of New York
                                                               Nassau Bahamas
                                                               Office
                                                               c/o J. P. Morgan
                                                               Services Inc.
                                                               Euro-Loan 
                                                               Servicing Unit
                                                               500 Stanton
                                                               Christiana Road
                                                               Newark, Delaware
                                                               19713

National Westminster 175 Water Street,   Same as Domestic      Nassau Branch
Bank Plc,            19th Floor          Lending Office        175 Water Street
New York Branch      New York, NY 10038-                       New York, NY 
                     4924                                      10038-4924

NationsBank, N.A.    100 North Tryon     Same as Domestic      Same as Domestic
(Carolinas)          Street,             Lending Office        Lending Office
                     8th Floor
                     Charlotte, NC 
                     28255

Union Bank of        299 Park Avenue     Same as Domestic      Same as Domestic
Switzerland          New York, New York  Lending Office        Lending Office
                     10171

The Bank of Tokyo    1251 Avenue of the  Same as Domestic      Same as Domestic
Trust                Americas            Lending Office        Lending Office
Company              New York, New York 
                     10116

Credit Lyonnais New  1301 Avenue of the  Credit Lyonnais       Same as CD
York                 Americas            Cayman Island         Lending Office
Branch               New York, NY 10019  Branch
                                         c/o Credit Lyonnais
                                         New York Branch
                                         1301 Avenue of the
                                         Americas
                                         New York, NY 10019

The Industrial Bank  245 Park Avenue     Same as Domestic      Same as Domestic
of Japan             New York, NY        Lending Office        Lending Office
Limited New York     10167-0037
Branch

Mellon Bank, N.A.    7th and Market      Same as Domestic      Same as Domestic
                     Streets             Lending Office        Lending Office
                     Loan Administration
                     Room 199-5220
                     Philadelphia, PA
                     19106
                     Attn:  Dawn Rudd

PNC Bank, National   100 South Broad     Same as Domestic      Same as Domestic
Association          Street              Lending Office        Lending Office
                     Philadelphia, PA 
                     19110

Societe Generale     1221 Avenue of the  Same as Domestic      Same as Domestic
                     Americas            Lending Office        Lending Office
                     New York, New York 
                     10020

The Sumitomo Bank,   277 Park Avenue     Same as Domestic      Same as Domestic
Limited,             New York, New York  Lending Office        Lending Office
New York Branch      10172

Toronto Dominion     909 Fannin, Suite   Same as Domestic      Same as Domestic
(New York),          1700                Lending Office        Lending Office
Inc.                 Houston, TX 77010

The Bank of          400 California      Same as Domestic      Same as Domestic
California, N.A.     Street,             Lending Office        Lending Office
                     17th Floor
                     San Francisco, CA 
                     94104

The Bank of New York One Wall Street     Same as Domestic      Same as Domestic
                     New York, New York  Lending Office        Lending Office
                     10286

Banque Nationale de  499 Park Avenue     Same as Domestic      Banque Nationale 
Paris                New York, New York  Lending Office        de Paris -- 
                     10022                                     Georgetown
                                                               499 Park Avenue
                                                               New York, 
                                                               New York 10022

The Dai-Ichi Kangyo  1 World Trade       Same as Domestic      Same as Domestic
Bank, Ltd.           Center              Lending Office        Lending Office
                     Suite 4911
                     New York, New York 
                     10048

The Northern Trust   50 South LaSalle    Same as Domestic      Same as Domestic
Company              Street              Lending Office        Lending Office
                     Chicago, Illinois
                     60675

Royal Bank of Canada 1 Financial Square, Same as Domestic      Same as Domestic
                                         Lending Office        Lending Office
                     Corporate Bkg.
                     East, USA
                     New York, New York 
                     10005

The Yasuda Trust and 666 Fifth Avenue,    Same as Domestic      Same as Domestic
Banking              Suite 801            Lending Office        Lending Office
Company Limited      New York, New York 
                     10103

The Boatmen's        One Boatmen's Plaza   Same as Domestic    Same as Domestic
National Bank of     800 Market Street     Lending Office      Lending Office
St. Louis            St. Louis, MO
                     63166-0236

Crestar Bank         919 East Main         Same as Domestic    Same as Domestic
                     Street                Lending Office      Lending Office
                     Richmond, Virginia 
                     23219

                                SCHEDULE II

                         Union Pacific Corporation
                         List of Existing Mortgages

                                   None.

                                EXHIBIT A-1

                        Notice of Contract Borrowing

                                        [Date]

     Chemical Bank, as Administrative
       Agent for the Banks parties
       to the Credit Agreement
       referred to below
     270 Park Avenue
     New York, New York  10017

     Attention:

     Gentlemen:

               The undersigned, Union Pacific Corporation, refers to
     the $1,200,000,000 Revolving Credit Agreement, dated as of
     April 11, 1995 (as amended, the "Credit Agreement", the terms
     defined therein being used herein as therein defined), among the
     undersigned, certain Banks, Co-Arrangers and Co-Agents parties
     thereto and Chemical Bank, as Administrative Agent for said
     Banks, and hereby gives you notice, irrevocably, pursuant to
     Section 2.02 of the Credit Agreement that the undersigned hereby
     requests a Contract Borrowing under the Credit Agreement, and in
     that connection sets forth below the information relating to such
     Contract Borrowing (the "Proposed Contract Borrowing") as
     required by Section 2.02(a) of the Credit Agreement:  

               (i)  The Business Day of the Proposed Contract
     Borrowing is _________________, 19__.  

              (ii)  The Type of Contract Advances comprising the
     Proposed Contract Borrowing is [Adjusted CD Rate Advances]
     [Alternate Base Rate Advances] [Eurodollar Rate Contract
     Advances].

             (iii)  The aggregate amount of the Proposed Contract
     Borrowing is $_____________.  

              (iv)  The Interest Period for each Contract Advance made
     as part of the Proposed Contract Borrowing is [___ days]
     [__ months[s]].  

                                   Very truly yours,

                                   UNION PACIFIC CORPORATION

                                   By:  _____________________
                                        Title:

                                EXHIBIT A-2

                        Notice of Auction Borrowing

                                        [Date]

     Chemical Bank, as Administrative
       Agent for the Banks parties
       to the Credit Agreement
       referred to below
     270 Park Avenue
     New York, New York  10017

     Attention:

     Gentlemen:

               The undersigned, Union Pacific Corporation, refers to
     the $1,200,000,000 Revolving Credit Agreement, dated as of
     April 11, 1995 (as amended, the "Credit Agreement", the terms
     defined therein being used herein as therein defined), among the
     undersigned, certain Banks, Co-Arrangers and Co-Agents parties
     thereto and Chemical Bank, as Administrative Agent for said
     Banks, and hereby gives you notice pursuant to Section 2.03 of
     the Credit Agreement that the undersigned hereby requests an
     Auction Borrowing under the Credit Agreement, and in that
     connection sets forth the terms on which such Auction Borrowing
     (the "Proposed Auction Borrowing") is requested to be made:

               1.  Date of Auction Borrowing      _________________
               2.  Type of Auction Advances
                     comprising the Proposed
                     Auction Borrowing
                     (Eurodollar Rate Auction
                     Advance or Fixed Rate
                     Auction Advance)             _________________
               3.  Amount of Auction Borrowing    _________________
               4.  Maturity Date                  _________________
               5.  Interest Payment Date(s)       _________________
               6.  Prepayment Provisions          _________________
               7.  _______________________        _________________
               8.  _______________________        _________________

                                   Very truly yours,

                                   UNION PACIFIC CORPORATION

                                   By:  _______________________
                                        Title:

                                 EXHIBIT B

                         Assignment and Acceptance

                        Dated ________________, 19__

               Reference is made to the $1,200,000,000 Revolving
     Credit Agreement, dated as of April 11, 1995 (as amended, the
     "Credit Agreement"), among Union Pacific Corporation, a Utah
     corporation (the "Borrower"), the Banks, Co-Arrangers and Co-
     Agents (each as defined in the Credit Agreement) and Chemical
     Bank, as Administrative Agent for the Banks (the "Administrative
     Agent").  Terms defined in the Credit Agreement are used herein
     with the same meaning.

               ___________________ (the "Assignor") and
     ___________________ (the "Assignee") agree as follows:  

               1.  The Assignor hereby sells and assigns to the
     Assignee, without recourse and without any representations and
     warranties of the Assignor except as specifically set forth
     below, and the Assignee hereby purchases and assumes from the
     Assignor, a portion of the Assignor's rights and obligations
     under the Credit Agreement as of the Effective Date (as defined
     below) equal to a _____%(1) interest in and to all of the rights
     and obligations of the Banks under the Credit Agreement
     (including, without limitation, such percentage interest in the
     Commitments as in effect on the Effective Date and the [Contract]
     Advances [and Special Rate Loans](2), if any, outstanding on the
     Effective Date).

               2.  The Assignor (i) represents and warrants that as of
     the date hereof its Commitment (without giving effect to
     assignments thereof which have not yet become effective) is
     $_________ and the aggregate outstanding principal amount of
     [Contract] Advances [and Special Rate Loans]2 owing to it
     (without giving effect to assignments thereof which have not yet
     become effective) is $____________; (ii) represents and warrants
     that it is the legal and beneficial owner of the interest being
     assigned by it hereunder and that such interest is free and clear
     of any adverse claim; (iii) makes no representation or warranty
     and assumes no responsibility with respect to any statements,
     warranties or representations made in or in connection with the
     Credit Agreement or the execution, legality, validity,
     enforceability, genuineness, sufficiency or value of the Credit
     Agreement or any other instrument or document furnished pursuant
     thereto; (iv) makes no representation or warranty and assumes no
     responsibility with respect to the financial condition of the
     Borrower or any other Person or the performance or observance by
     the Borrower of any of its obligations under the Credit Agreement
     or any other instrument or document furnished pursuant thereto.

               3.  The Assignee (i) confirms that it has received a
     copy of the Credit Agreement, together with copies of the
     financial statements referred to in Section 4.01 thereof and such
     other documents and information as it has deemed appropriate to

          _____________________               
          1    Specify percentage to no more than four decimal points.

          2    Include if Special Rate Loans are to be assigned.

     make its own credit analysis and decision to enter into this
     Assignment and Acceptance; (ii) agrees that it will,
     independently and without reliance upon the Administrative Agent,
     any other Co-Agent, either Co-Arranger, the Assignor or any other
     Bank and based on such documents and information as it shall deem
     appropriate at the time, continue to make its own credit
     decisions in taking or not taking action under the Credit
     Agreement; (iii) confirms that it is an Eligible Assignee;
     (iv) appoints and authorizes the Administrative Agent to take
     such action as agent on its behalf and to exercise such powers
     under the Credit Agreement as are delegated to the Administrative
     Agent by the terms thereof, together with such powers as are
     reasonably incidental thereto; (v) agrees that it will perform in
     accordance with their terms all of the obligations which by the
     terms of the Credit Agreement are required to be performed by it
     as a Bank; and (vi) specifies as its CD Lending Office, Domestic
     Lending Office (and address for notices) and Eurodollar Lending
     Office the offices set forth beneath its name on the signature
     pages hereof.

               4.  The effective date for this Assignment and
     Acceptance shall be ______________________ (the "Effective
     Date").(3)  Following the execution of this Assignment and
     Acceptance, it will be delivered to the Administrative Agent for
     acceptance and recording by the Administrative Agent.

               5.  Upon such acceptance and recording, as of the
     Effective Date, (i) the Assignee shall be a party to the Credit
     Agreement and, to the extent provided in this Assignment and
     Acceptance, have the rights and obligations of a Bank thereunder
     and (ii) the Assignor shall, to the extent provided in this
     Assignment and Acceptance, relinquish its rights and be released
     from its obligations under the Credit Agreement, except as
     expressly provided therein.

               6.  Upon such acceptance and recording, from and after
     the Effective Date, the Administrative Agent shall make all
     payments under the Credit Agreement in respect of the interest
     assigned hereby (including, without limitation, all payments of
     principal, interest and fees with respect thereto) to the
     Assignee.  The Assignor and Assignee shall make all appropriate
     adjustments in payments under the Credit Agreement for periods
     prior to the Effective Date directly between themselves.

               7.  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED
     BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
     NEW YORK.

                                   [NAME OF ASSIGNOR]

                                   By:  _______________________
                                        Title:

          3    See Section 8.07(a) of the Credit Agreement.  Such date
               shall be at least three Business Days after the
               execution of this Assignment and Acceptance.

                                   [NAME OF ASSIGNEE]

                                   By:  _______________________
                                        Title:

                                   Domestic Lending Office (and
                                   address for notices):  
                                   [Address]

                                   CD Lending Office:
                                   [Address]

                                   Eurodollar Lending Office:
                                   [Address]

     Accepted this ____ day
     of ______________, 19__

     CHEMICAL BANK, as Administrative 
       Agent

     By:  _____________________
          Title:

                                 EXHIBIT C

               [FORM OF OPINION OF COUNSEL FOR THE BORROWER]

                                        ___________ __, 199__

     To each of the Banks party to the
       $1,200,000,000 Revolving Credit 
       Agreement, dated as of 
       April 11, 1995, among Union
       Pacific Corporation, certain 
       Co-Arrangers and Co-Agents, said Banks, 
       and Chemical Bank, as Administrative 
       Agent for said Banks;

     To Chemical Bank and Citicorp 
       Securities, Inc., as Co-Arrangers;

     To Chemical Securities, Inc., as 
       Syndication Agent;

     To Citibank, N.A., as Documentation 
       Agent; and

     To Chemical Bank, as Administrative Agent

               I am the Assistant General Counsel of Union Pacific
     Corporation, a Utah corporation (the "Borrower"), and have acted
     in such capacity in connection with the execution and delivery of
     the $1,200,000,000 Revolving Credit Agreement, dated as of
     April 11, 1995 (the "Agreement"), among the Borrower, certain Co-
     Arrangers and Co-Agents, the banks parties thereto and Chemical
     Bank, as Administrative Agent.

               This opinion is delivered to you pursuant to
     subsection 3.01(c) of the Agreement.  Terms used herein which are
     defined in the Agreement shall have the respective meanings set
     forth in the Agreement, unless otherwise defined herein.

               In connection with this opinion, I have examined
     executed copies of the Agreement and such corporate documents and
     records of the Borrower and its Subsidiaries, certificates of
     public officials and officers of the Borrower and its
     Subsidiaries, and such other documents, as I have deemed
     necessary or appropriate for the purposes of this opinion.  In
     stating my opinion, I have assumed the genuineness of all
     signatures of, and the authority of, persons signing the
     Agreement on behalf of parties thereto other than the Borrower,
     the authenticity of all documents submitted to me as originals
     and the conformity to authentic original documents of all
     documents submitted to me as certified, conformed or photostatic
     copies.

               Based upon the foregoing, I am of the opinion that:

               1.  The Borrower is a corporation duly incorporated,
     validly existing and in good standing under the laws of the State
     of Utah.

               2.  The execution, delivery and performance by the
     Borrower of the Agreement are within the Borrower's corporate
     powers, have been duly authorized by all necessary corporate
     action, and do not contravene (i) the Borrower's charter or by-
     laws or (ii) any law, statute, regulation or order of any
     governmental agency or (iii) to the best of my knowledge, any
     contractual restriction binding on or affecting the Borrower. 
     The Agreement has been duly executed and delivered by the
     Borrower.

               3.  No authorization or approval or other action by,
     and no notice to or filing with, any governmental authority or
     regulatory body is required for the due execution, delivery and
     performance by the Borrower of the Agreement.

               4.  The Agreement is a legal, valid and binding
     obligation of the Borrower enforceable against the Borrower in
     accordance with its terms, except as may be limited by
     bankruptcy, insolvency, reorganization, moratorium or other
     similar laws relating to or affecting the rights of creditors
     generally and except as the enforceability of the Agreement is
     subject to the application of general principles of equity
     (regardless of whether considered in a proceeding in equity or at
     law), including, without limitation, (a) the possible
     unavailability of specific performance, injunctive relief or any
     other equitable remedy and (b) concepts of materiality,
     reasonableness, good faith and fair dealing.

               5.  There is no pending or threatened action or
     proceeding affecting the Borrower or any of its consolidated
     Subsidiaries before any court, governmental agency or arbitrator,
     (i) which purports to affect the legality, validity or
     enforceability of the Agreement, or (ii) which may materially
     adversely affect the consummation of the Tender Offer, or (iii)
     except as set forth in the Borrower's annual report on Form 10-K
     for the fiscal year ended December 31, 1994, which may materially
     adversely affect the financial condition or operations of the
     Borrower or any of its Subsidiaries, taken as a whole.

               The foregoing opinions are subject to the following
     comments and qualifications:

               (A)  The enforceability of Section 8.12 of the
          Agreement may be limited by (i) laws rendering unenforceable
          indemnification contrary to Federal or state securities laws
          and the public policy underlying such laws and (ii) laws
          limiting the enforceability of provisions exculpating or
          exempting a party, or requiring indemnification of a party
          for, liability for its own action or inaction, to the extent
          the action or inaction involved gross negligence,
          recklessness, wilful misconduct or unlawful conduct.

               (B)  The enforceability of provisions in the Agreement
          to the effect that terms may not be waived or modified
          except in writing may be limited under certain
          circumstances.

               (C)  I express no opinion as to (i) the effect of the
          laws of any jurisdiction in which any Bank is located (other
          than the State of New York) that limit the interest, fees,
          or other charges such Bank may impose, (ii) the last
          sentence of Section 2.16 of the Agreement, (iii) the first
          sentence of Section 8.09 of the Agreement, insofar as such
          sentence relates to the subject matter jurisdiction of the
          United States District Court for the Southern District of
          New York to adjudicate any controversy relating to the
          Agreement, and (iv) the waiver of inconvenient forum set
          forth in Section 8.09 of the Agreement with respect to
          proceedings in federal courts.

               I am a member of the Bar of the State of New York and
     do not purport to be an expert on any laws other than the laws of
     the State of New York and the federal laws of the United States
     of America, and except as provided in the next sentence, this
     opinion is limited to the present law of such State and the
     present federal law of the United States of America.  To the
     extent that this opinion relates to matters under the laws of the
     State of Utah, I have relied on the opinion of Steven A.
     Goodsell, Esq., the General Solicitor in Utah for Union Pacific
     Railroad Company and Utah counsel for the Borrower, a copy of
     which is attached hereto.  Such opinion is satisfactory in form
     and substance to me and I believe that you and I are justified in
     relying thereon.

                                   Very truly yours,

                                 EXHIBIT D

                        [FORM OF OPINION OF SPECIAL
               NEW YORK COUNSEL TO THE ADMINISTRATIVE AGENT]

                                                      April [__], 1995

     To each of the Banks party to the
       $1,200,000,000 Revolving Credit 
       Agreement, dated as of 
       April 11, 1995, among Union
       Pacific Corporation, certain 
       Co-Arrangers and Co-Agents, said Banks, 
       and Chemical Bank, as Administrative 
       Agent for said Banks;

     To Chemical Bank and Citicorp 
       Securities, Inc., as Co-Arrangers;

     To Chemical Securities, Inc., as 
       Syndication Agent;

     To Citibank, N.A., as Documentation 
       Agent; and

     To Chemical Bank, as Administrative Agent

                       Re:  Union Pacific Corporation

     Ladies and Gentlemen:

               We have acted as special New York counsel to Chemical
     Bank ("Chemical Bank") as Administrative Agent (as hereinafter
     defined) in connection with the Revolving Credit Agreement dated
     as of April 11, 1995 (the "Credit Agreement") among Union Pacific
     Corporation (the "Borrower"), the banks named therein (the
     "Banks"), Chemical Bank and Citicorp Securities, Inc., as Co-
     Arrangers (collectively, the "Co-Arrangers"), Chemical
     Securities, Inc., as Syndication Agent (the "Syndication Agent")
     Citibank, N.A., as Documentation Agent (the "Documentation
     Agent"), and Chemical Bank, as administrative agent for the Banks
     (in such capacity, the "Administrative Agent"), providing for
     loans to be made by the Banks to the Borrower in an aggregate
     principal amount not exceeding $1,200,000,000.  Terms defined in
     the Credit Agreement are used herein as defined therein.  This
     opinion letter is being delivered pursuant to Section 3.01(d) of
     the Credit Agreement.

               In rendering the opinions expressed below, we have
     examined the following documents, each of which, unless otherwise
     indicated, is dated the date hereof:

               (1)  A counterpart of the Credit Agreement executed by
          the Borrower and the Administrative Agent (we have been
          informed by the Administrative Agent that each Co-Arranger,
          each Co-Agent and each Bank has executed at least one
          counterpart of the Credit Agreement).

               (2)  A certificate of the Assistant Secretary of the
          Borrower with respect to (i) certain resolutions adopted by
          the Board of Directors of the Borrower, (ii) the Revised
          Articles of Incorporation and the By-laws of the Borrower
          and (iii) the incumbency and signatures of certain officers
          of the Borrower, delivered pursuant to Sections 3.01(a) and
          3.01(b) of the Credit Agreement.

               (3)  An opinion of Richard T. Ressler, Esq., Assistant
          General Counsel of the Borrower, delivered pursuant to
          Section 3.01(c) of the Credit Agreement.

               (4)  Such records of the Borrower and such other
          documents as we have deemed necessary as a basis for the
          opinions expressed below.

               In our examination, we have assumed (x) the genuineness
     of all signatures, the authenticity of all documents submitted to
     us as originals and the conformity with authentic original
     documents of all documents submitted to us as copies, and
     (y) that no action, consent or approval of, or registration or
     filing with, or any other action by, any governmental authority
     is or will be required in connection with the transactions
     contemplated by the Credit Agreement, except such as have been
     made or obtained and are in full force and effect.  When relevant
     facts were not independently established, we have relied upon
     representations made in or pursuant to the Credit Agreement.

               In rendering the opinions expressed below, we have
     assumed, with respect to all of the documents referred to in this
     opinion letter, that:

            (i)     such documents have been duly authorized by, have
                    been duly executed and delivered by, and (except
                    to the extent set forth in the opinions below as
                    to the Borrower) constitute legal, valid, binding
                    and enforceable obligations of, all of the parties
                    to such documents;

           (ii)     all signatories to such documents have been duly
                    authorized; and

          (iii)     all of the parties to such documents are duly
                    organized and validly existing and have the power
                    and authority (corporate or other) to execute,
                    deliver and perform such documents.

               Based upon and subject to the foregoing and subject
     also to the comments and qualifications set forth below, having
     considered such questions of law as we have deemed necessary as a
     basis for the opinions expressed below, and although we have not
     independently considered the matters covered by the opinion
     listed in item (3) above to the extent necessary to enable us to
     express the conclusions stated therein, we are of the opinion
     that:

                (i)  the certificates and opinion referred to in items
          (2) and (3) above, respectively, appear to be substantially
          responsive to the requirements of Section 3.01 of the Credit
          Agreement; and

               (ii)  the Credit Agreement constitutes the legal, valid
          and binding obligation of the Borrower, enforceable against

          the Borrower in accordance with its terms, except as may be
          limited by bankruptcy, insolvency, reorganization,
          moratorium or other similar laws relating to or affecting
          the rights of creditors generally and except as the
          enforceability of the Credit Agreement is subject to the
          application of general principles of equity (regardless of
          whether considered in a proceeding in equity or at law),
          including, without limitation, (a) the possible
          unavailability of specific performance, injunctive relief or
          any other equitable remedy and (b) concepts of materiality,
          reasonableness, good faith and fair dealing.

               The foregoing opinions are subject to the following
     comments and qualifications:

               (A)  The enforceability of Section 8.12 of the Credit
          Agreement may be limited by (i) laws rendering unenforceable
          indemnification contrary to Federal or state securities laws
          and the public policy underlying such laws and (ii) laws
          limiting the enforceability of provisions exculpating or
          exempting a party, or requiring indemnification of a party
          for, liability for its own action or inaction, to the extent
          the action or inaction involves gross negligence,
          recklessness, wilful misconduct or unlawful conduct.

               (B)  The enforceability of provisions in the Credit
          Agreement to the effect that terms may not be waived or
          modified except in writing may be limited under certain
          circumstances.

               (C)  We express no opinion as to (i) the effect of the
          laws of any jurisdiction in which any Bank is located (other
          than the State of New York) that limit the interest, fees or
          other charges such Bank may impose, (ii) the last sentence
          of Section 2.16 of the Credit Agreement, (iii) the first
          sentence of Section 8.09 of the Credit Agreement, insofar as
          such sentence relates to the subject matter jurisdiction of
          the United States District Court for the Southern District
          of New York to adjudicate any controversy related to the
          Credit Agreement, and (iv) the waiver of inconvenient forum
          set forth in Section 8.09 of the Credit Agreement with
          respect to proceedings in federal courts.

               The foregoing opinions are limited to matters involving
     the Federal laws of the United States and the law of the State of
     New York, and we do not express any opinion as to the laws of any
     other jurisdiction.

               At the request of our client, this opinion letter is,
     pursuant to Section 3.01(d) of the Credit Agreement, provided to
     you by us in our capacity as special New York counsel to the
     Administrative Agent and may not be relied upon by any Person for
     any purpose other than in connection with the transactions
     contemplated by the Credit Agreement without, in each instance,
     our prior written consent.

                                   Very truly yours,

     WFC/PDR